04-19-2007, 05:04 PM
ARTICLES OF INCORPORATION
The undersigned, acting as the incorporator of a nonprofit corporation to be formed pursuant to the provisions of the Hawaii Nonprofit Corporation Act, Hawaii Revised Statutes Chapter 415B, does hereby adopt the following Articles of Incorporation.
ARTICLE I
CORPORATE NAME
The name of the corporation shall be:
MAINSTREET-PAHOA ASSOCIATION
ARTICLE II
ADDRESS OF INITIAL OFFICE
The address of the initial office of the corporation is:
1073 Ainalako Road
Hilo, Hawaii 96720
The corporation may also have offices at such other places, directors may from time to time determine or as the business of the corporation may require.
ARTICLE III
CORPORATE PURPOSES AND POWERS
The corporation shall be organized exclusively as a business league within the meaning of Section 501©(6) of the Internal Revenue Code of 1986, as amended, for the purpose of improving the business climate, encouraging business growth and promoting the common business interests of the Pahoa community. In carrying out this purpose, the corporation may engage in any and all of the lawful activities for which nonprofit corporations may be incorporated under Chapter 415B of the Hawaii Revised Statutes.
The corporation shall have all powers, rights, privileges and immunities permitted or provided to nonprofit corporations under chapter 415B, Hawaii Revised Statutes, as amended, and all other applicable laws.
ARTICLE IV
LIMITATIONS ON CORPORATE ACTIVITIES
Notwithstanding any provision to the contrary herein contained, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501©(6) of the Internal Revenue Code of 1986 (or any successor provision of law.)
ARTICLE V
BOARD OF DIRECTORS
The board of directors shall consist of not less than three (3) persons. Subject to such limitation, the number of directors shall be as provided in the Bylaws. At least one member of the board of directors shall be a resident of the Stat of Hawaii, and in the absence of such one member, the board of directors shall not function. Directors shall be elected or appointed in the manner provided by the Bylaws and shall have the powers given to them in the Bylaws. The board of directors shall, except as limited in the Bylaws, have all powers necessary or proper to carry out all of the business of the corporation, and the directors may delegate such powers as the determine, so long as such delegation is not prohibited in the Bylaws.
ARTICLE VI
OFFICERS
The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer. Any person may hold tow or more offices in the corporation, unless forbidden to do so by the Bylaws or applicable law; provided, however, that not less than two persons shall at all times serve as officers. The officers shall be elected or appointed to hold office and may be removed as prescribed by the Bylaws. All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be prescribed by the Bylaws, or as may be determined by resolution of the board of directors not inconsistent with the Bylaws.
ARTICLE VII
The initial officers and directors of the corporation, together with their residence addresses, are as follows:
Name Position Residence Address
Colleen Mandala President and P.O. Box 1189
Director Pahoa, Hawaii 96778
Dawn Hurwitz Vice President 15-2679 Malolo Street
And Director Hawaiian Beaches, HI 96778
Carrie Marry Secretary and P.O. Box 1130
Director Pahoa, Hawaii 96778
Wallace Patch Treasurer and 29929 Government Main Road
Director Pahoa, Hawaii 96778
ARTICLE VIII
MEMBERS
The authorized number and qualification of members of the corporation, the different classes of membership, if any, and other rights and privileges of members shall be as set forth in the Bylaws.
ARTICLE IX
NON-PROFIT STATUS
The corporation is not organized for profit and will not issue any stock and will pay no dividends. No part of the assets, income or earning of the corporation shall inure to the benefit of, or be distributable to, its member, directors or officers. The corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursements for expenses actually incurred in service to the corporation and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
ARTICLE X
DISSOLUTION
If the corporation shall cease to exist or shall be dissolved, all property and assets of the corporation of every kind, after payment, or making provision for the payment, of its just debts and liabilities shall be distributed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those engaged in by this corporation and which at that time are exempt form Federal income tax under Sections 501©(63) or 501©(6) of the Internal Revenue Code of 1986, as amended (or any successor provisions thereto).
ARTICLE XI
CORPORATE LIABILITY
The property and assets of the corporation shall alone be liable in law for the payment of the debts and liabilities of the corporation.
ARTICLE XII
EXCEPTION TO LIABILITY
Any person who serves as a director or officer of the corporation without remuneration or the expectation of remuneration shall not be liable for damage, injury or loss caused by or resulting from such person’s performance of, or failure to perform, duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties.
ARTICLE XIII
INDEMNITY
(a) As used in this Article XIII, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise; “proceeding” means any threatened, pending or administrative or investigative; and “expenses” include, without limitation, attorneys’ fees and any expenses of a completed proceeding.
(b) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was an agent of the corporation, against expenses, judgments, fines, settlement and other amounts actually and reasonably incurred in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect ct to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably relieved to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had reasonable cause t believe that his conduct was unlawful.
© The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor because that person is or was an agent of the corporation, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if the person acted in good faith and in a manner he reasonably relieved to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(d) To the extent that an agent has been successful n the merits or otherwise in defending any proceeding referred to in paragraph (b) or (c_ of this Article XIII, or in defense of any claim, issue or matter therein, the agent shall be indemnified by the corporation against expenses actually and reasonably incurred by him in connection therewith.
(e) Any indemnification under paragraph (b) or © of this Article XIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraph (b) or ©. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such a quorum is not obtainable, by independent legal counsel in a written opinion to the corporation or (iii) by a majority vote of the shareholders.
(f) Expenses incurred in defending any proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article XIII.
(g) Any indemnification pursuant to this Article XIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of such a person.
(h) The corporation shall hae the power to purchase and maintan insurance on behalf or any agent of the corporation, against any liability asserted against or incurred by the agent in any such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article XIII.
(i) This Article XIII does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity, although such person may also be an agent of the corporation as defined in paragraph (a). Nothing contained in this Article XIII shall limit any right to indemnification to which a trustee, investment manager or other fiduciary may be entitled by contract or otherwise.
ARTICLE XIV
DURATION
The corporation shall have perpetual life.
ARTICLE XV
BYLAWS
The initial Bylaws of the corporation shall be adopted by its board of directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws, shall be vested in the board of directors.
ARTICLE XVI
AMENDMENT
These Articles may be amended upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at any annual meeting or at a meeting duly called for such purpose.
The undersigned certifies, under the penalties of Section 415B-158, Hawaii Revised Statutes, as amended, that the undersigned has read the foregoing statement and that the same are true and correct.
IN WITNESS WHEREOF, the undersigned has executed these presents this 2 day of Feb, 1993.
FAY A. HOVEY
The undersigned, acting as the incorporator of a nonprofit corporation to be formed pursuant to the provisions of the Hawaii Nonprofit Corporation Act, Hawaii Revised Statutes Chapter 415B, does hereby adopt the following Articles of Incorporation.
ARTICLE I
CORPORATE NAME
The name of the corporation shall be:
MAINSTREET-PAHOA ASSOCIATION
ARTICLE II
ADDRESS OF INITIAL OFFICE
The address of the initial office of the corporation is:
1073 Ainalako Road
Hilo, Hawaii 96720
The corporation may also have offices at such other places, directors may from time to time determine or as the business of the corporation may require.
ARTICLE III
CORPORATE PURPOSES AND POWERS
The corporation shall be organized exclusively as a business league within the meaning of Section 501©(6) of the Internal Revenue Code of 1986, as amended, for the purpose of improving the business climate, encouraging business growth and promoting the common business interests of the Pahoa community. In carrying out this purpose, the corporation may engage in any and all of the lawful activities for which nonprofit corporations may be incorporated under Chapter 415B of the Hawaii Revised Statutes.
The corporation shall have all powers, rights, privileges and immunities permitted or provided to nonprofit corporations under chapter 415B, Hawaii Revised Statutes, as amended, and all other applicable laws.
ARTICLE IV
LIMITATIONS ON CORPORATE ACTIVITIES
Notwithstanding any provision to the contrary herein contained, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501©(6) of the Internal Revenue Code of 1986 (or any successor provision of law.)
ARTICLE V
BOARD OF DIRECTORS
The board of directors shall consist of not less than three (3) persons. Subject to such limitation, the number of directors shall be as provided in the Bylaws. At least one member of the board of directors shall be a resident of the Stat of Hawaii, and in the absence of such one member, the board of directors shall not function. Directors shall be elected or appointed in the manner provided by the Bylaws and shall have the powers given to them in the Bylaws. The board of directors shall, except as limited in the Bylaws, have all powers necessary or proper to carry out all of the business of the corporation, and the directors may delegate such powers as the determine, so long as such delegation is not prohibited in the Bylaws.
ARTICLE VI
OFFICERS
The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer. Any person may hold tow or more offices in the corporation, unless forbidden to do so by the Bylaws or applicable law; provided, however, that not less than two persons shall at all times serve as officers. The officers shall be elected or appointed to hold office and may be removed as prescribed by the Bylaws. All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be prescribed by the Bylaws, or as may be determined by resolution of the board of directors not inconsistent with the Bylaws.
ARTICLE VII
The initial officers and directors of the corporation, together with their residence addresses, are as follows:
Name Position Residence Address
Colleen Mandala President and P.O. Box 1189
Director Pahoa, Hawaii 96778
Dawn Hurwitz Vice President 15-2679 Malolo Street
And Director Hawaiian Beaches, HI 96778
Carrie Marry Secretary and P.O. Box 1130
Director Pahoa, Hawaii 96778
Wallace Patch Treasurer and 29929 Government Main Road
Director Pahoa, Hawaii 96778
ARTICLE VIII
MEMBERS
The authorized number and qualification of members of the corporation, the different classes of membership, if any, and other rights and privileges of members shall be as set forth in the Bylaws.
ARTICLE IX
NON-PROFIT STATUS
The corporation is not organized for profit and will not issue any stock and will pay no dividends. No part of the assets, income or earning of the corporation shall inure to the benefit of, or be distributable to, its member, directors or officers. The corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursements for expenses actually incurred in service to the corporation and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
ARTICLE X
DISSOLUTION
If the corporation shall cease to exist or shall be dissolved, all property and assets of the corporation of every kind, after payment, or making provision for the payment, of its just debts and liabilities shall be distributed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those engaged in by this corporation and which at that time are exempt form Federal income tax under Sections 501©(63) or 501©(6) of the Internal Revenue Code of 1986, as amended (or any successor provisions thereto).
ARTICLE XI
CORPORATE LIABILITY
The property and assets of the corporation shall alone be liable in law for the payment of the debts and liabilities of the corporation.
ARTICLE XII
EXCEPTION TO LIABILITY
Any person who serves as a director or officer of the corporation without remuneration or the expectation of remuneration shall not be liable for damage, injury or loss caused by or resulting from such person’s performance of, or failure to perform, duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of, or failure to perform, such duties.
ARTICLE XIII
INDEMNITY
(a) As used in this Article XIII, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise; “proceeding” means any threatened, pending or administrative or investigative; and “expenses” include, without limitation, attorneys’ fees and any expenses of a completed proceeding.
(b) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was an agent of the corporation, against expenses, judgments, fines, settlement and other amounts actually and reasonably incurred in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect ct to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably relieved to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had reasonable cause t believe that his conduct was unlawful.
© The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor because that person is or was an agent of the corporation, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if the person acted in good faith and in a manner he reasonably relieved to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(d) To the extent that an agent has been successful n the merits or otherwise in defending any proceeding referred to in paragraph (b) or (c_ of this Article XIII, or in defense of any claim, issue or matter therein, the agent shall be indemnified by the corporation against expenses actually and reasonably incurred by him in connection therewith.
(e) Any indemnification under paragraph (b) or © of this Article XIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraph (b) or ©. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such a quorum is not obtainable, by independent legal counsel in a written opinion to the corporation or (iii) by a majority vote of the shareholders.
(f) Expenses incurred in defending any proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article XIII.
(g) Any indemnification pursuant to this Article XIII shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of such a person.
(h) The corporation shall hae the power to purchase and maintan insurance on behalf or any agent of the corporation, against any liability asserted against or incurred by the agent in any such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article XIII.
(i) This Article XIII does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person’s capacity, although such person may also be an agent of the corporation as defined in paragraph (a). Nothing contained in this Article XIII shall limit any right to indemnification to which a trustee, investment manager or other fiduciary may be entitled by contract or otherwise.
ARTICLE XIV
DURATION
The corporation shall have perpetual life.
ARTICLE XV
BYLAWS
The initial Bylaws of the corporation shall be adopted by its board of directors. The power to alter, amend or repeal the Bylaws or adopt new Bylaws, shall be vested in the board of directors.
ARTICLE XVI
AMENDMENT
These Articles may be amended upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at any annual meeting or at a meeting duly called for such purpose.
The undersigned certifies, under the penalties of Section 415B-158, Hawaii Revised Statutes, as amended, that the undersigned has read the foregoing statement and that the same are true and correct.
IN WITNESS WHEREOF, the undersigned has executed these presents this 2 day of Feb, 1993.
FAY A. HOVEY