04-19-2007, 05:06 PM
BYLAWS OF
MAINSTREET-PAHOA ASSOCIATION
ARTICLE I
PURPOSE AND NON-PROFIT CHARACTER
SECTION 1.1. Purposes.
The purpose of the corporation shall be as specifically set forth in Articles III of the Articles of Incorporation.
SECTION 1.2. Non-profit Character.
The corporation shall be a non-profit corporation, and any net income or earnings which may be derived from its operations, shall not be distributed to any member, director, or officer of the corporation except to pay reasonable compensation for services rendered to the corporation.
ARTICLE II
PRINCIPLE OFFICE
SECTION 2.1. Principal Office.
The principal office of the corporation shall be maintained at such place within the State of Hawaii, and the corporation may have other offices within or without the State of Hawaii, as the Board of Directors shall determine.
SECTION 2.2. Place of Meetings.
All meetings of the members and of the Board of Directors shall be held at the principal office of the corporation, unless some other place is stated in the call. Any meeting, annual or special, of either the Board of Directors or of the members, may be held by conference telephone or similar communication equipment, so long as all directors or all members participating in the meeting can communicate with one another, and all such directors or members shall be deemed to be present in person at the meeting.
ARTICLE III
MEMBERS
SECTION 3.1. Eligibility for Membership.
Any person, firm, partnership or corporation interested in the purpose of the corporation shall be eligible to become a member of the corporation.
SECTION 3.2. Election to Membership.
Every applicant for membership shall file and application with the Board of Directors in such form as the Board of Directors may from time to time prescribe. All applicants shall be elected to membership after review by the Board of Directors, unless a majority of the Board of Directors vote against the election of an applicant to membership.
SECTION 3.3. Termination of Membership.
Any member may resign from membership upon written notice to the Board Of Directors; provided, that such resigning member shall remain liable for any member dues accrued and unpaid as of the date such notice is given.
The Board of Directors, by a vote of a majority of the directors, may expel any member upon thirty days prior written notice to the member that:
(a) He is at least ninety (90) days in arrears in the payment of any dues or fees payable hereunder or of any contribution to funds maintained by the corporation and fails to cure such default within such 30-day period, or
(b) He has violated any provision of these Bylaws or any other duly promulgated rule or regulation of the corporation and fails to cure such violation within such 30-day period or
© He has been found by the Board of Directors to have been conducting his business in violation of accepted business and industry practices and fails to correct such violation with such 30-day period.
Any member who has received notice of expulsion may request a hearing before the Board of Directors, which request shall suspend expulsion until the later of the date originally set for expulsion or the date on which a final determination is reached under the terms of this section. The Board Of Directors shall, upon receipt of a request for a hearing, permit the member to appear before it and to present argument and evidence on his own behalf. The Board Of Directors shall consider such information and shall notify the member of its decision in writing.
SECTION 3.4. Annual Meeting.
The annual meeting of the members shall be held within ninety (90) days following the close of each fiscal year on such date designated by the Board of Directors, or, if the Board of Directors shall not have designated such date by the end of February, the annual meeting for that year shall be held on the third Friday in March, if not a legal holiday, and if a legal holiday, on the next succeeding business day.
SECTION 3.5. Special Meetings.
Special meetings of the members may be held at any time upon the call of the President or a majority of the Board of Directors. Upon receipt of such call or written request, the Secretary shall send out notices of the meeting to all members.
SECTION 3.6. Notice of Meetings.
Notice of meetings shall be given orally or in writing to members. Written notices shall be mailed or delivered to the member’s address appearing on the books of the corporation not less than seven (7) days before such meetings; Oral notice shall be given at lease 24 hours before such meetings. Notice of any special meeting of the members shall specify the place, the day and the hour of meeting, and the general nature of the business to be transacted. Any member may waive notice of any meeting of members in writing either prior to, at, or after the meeting.
SECTION 3.7. Notice Unnecessary.
The presence or representation at any meeting of any member shall be the equivalent of the waiver of giving of notice of such meeting to such member; unless the member attends the meeting only for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened. Any meeting at which all of the members shall be present in person shall be valid without notice.
SECTION 3.8. Quorum.
At any meeting of members of which proper notice has been given, twenty-five percent (25%) of members present in person shall constitute a quorum, and the concurring vote of the majority of the members constituting a quorum shall be valid and binding upon the corporation, except as otherwise provided by law, by these Bylaws, or by the Articles of Incorporation of the corporation.
SECTION 3.9 Voting.
Each member is entitled to one (1) vote in person at all meetings of the members of the corporation. There shall be no right of voting by proxy.
SECTION 3.10. Adjournment.
Any meeting of the members, whether annual or special, may be adjourned from time to time, whether a quorum be present or not, without notice other than the announcement at the meeting. Such adjournment may be to such time and to such place as shall be determined by a majority vote of the members present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted by a quorum at the original meeting as originally called.
SECTION 3.11. Consent of Membership Meetings.
Any action taken which may be taken at a meeting of the membership may be taken without a meeting if authorized by a writing signed by all of the voting members and filed with the Secretary of the Corporation.
SECTION 3.12. Rules of Order.
The rules of procedure specified in the most recent version of Robert’s Rules of Order shall govern all proceedings at membership meetings.
SECTION 3.13. Authority of Members.
No member shall have any power or right to act or speak for the corporation unless such member is an officer, director, or other authorized representative, acting in the course and within the scope of his authority as such officer, director, or other authorized representative. Notwithstanding any other provision of these Bylaws, the members shall not have the power to conduct the affairs of the corporation, borrow money or incur indebtedness in any manner prohibited by the laws of the State of Hawaii or prohibited by the Internal Revenue Code of 1986 for an organization exempt from tax under section 50©(6) of the Internal Revenue Code of 1986, as amended, or any successor section thereto.
SECTION 3.14 Fees and Dues.
The members shall be required to pay to the corporation such initiation fees, annual dues, and other fees as the membership shall from time to time determine. Failure to pay such fees or dues promptly shall constitute grounds for expulsion in accordance with Section 3.3 of this Article III.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.1 Powers.
Subject to any limitation contained herein or under the State of Hawaii, all powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be controlled by, a Board of Directors.
SECTION 4.2. Number.
The authorized number of directors shall be not less than three (3) persons nor more than twelve (12) persons, all of whom shall be members of the corporation. The number of directors for the ensuing year shall be fixed by the members of the corporation at each annual meeting. At least one director shall be a resident of the State of Hawaii, in whose absence the board shall not function.
SECTION 4.3. Qualification and Election.
The directors shall be elected and qualified at the annual meeting of the members or at a special meeting of the members held for that purpose.
SECTION 4.4. Term of Office.
All directors, except for those filling a prior vacancy, shall serve a term of one (1) year. Except as otherwise provided herein, all directors shall hold office until their respective successors are elected or appointed, as the case may be, and qualified.
SECTION 4.5. Removal and resignation.
The entire Board of Directors or any individual director may be removed from office by the members with or without cause by a majority vote of the members present at a duly noticed meeting called for the purpose of considering the removal of a director.
Any director may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice; or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.6. Vacancies on the Board.
Subject to the provisions contained in these Bylaws, if a director fails to serve his or her full term of office, the Board of Directors shall fill such vacancy by a majority vote, although less than a quorum or by the vote of a sole remaining director. Such vacancy shall be filled by the Board of Directors at its next regular meeting after the occurrence of the vacancy or at a special meeting of the Board of Directors called for that purpose.
A vacancy or vacancies shall be deemed to exist in the case of death, resignation or removal of any director, or if the members shall increase the authorized number of directors but shall fail, at the meeting at which such increase is authorized, to elect the additional director so provided for, or in case the members fail at any time to elect the full number of authorized directors.
If the Board of Directors accepts the resignation of a director tendered to take effect at a future time the Board of Directors shall have power to elect a successor to take office when the resignation shall become effective.
SECTION 4.7 Annual Directors’ Meeting.
The annual meeting of the Board of Directors shall be held within ninety (90) days following the close of each fiscal year on such date designated by the Board of Directors, or, if the Board of Directors shall not have designated such date by the end of February, the annual meeting for that year shall be held on the third Friday in March, if not a legal holiday, and if a legal holiday, on the next succeeding business day.
SECTION 4.8. Special Meetings.
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or by any director.
SECTION 4.9. Closed Meetings.
The Board of Directors may hold closed session, invitation only, meetings if the majority of the Board determines that such a meeting should be held to protect matters affecting the confidential business of the corporation.
SECTION 4.10. Notice of Meetings.
Written notice of the time and place of special meetings, together with the agenda for the up-coming meeting, including a list of nominees for Directors provided by the Nomination Committee, and minutes of the previous meeting, shall be delivered personally to the directors or sent to each by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least seven (7) days prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due legal and personal notice to such director.
SECTION 4.11. Waiver of Notice.
When all the directors are present at any directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing to a waiver of notice of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting which waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at meeting regularly called and noticed.
SECTION 4.12. Quorum.
A majority of the number of directors shall be necessary to constitute a quorum for the transaction of business, and except as provided by law or in the Bylaws, the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.
ARTICLE V
OFFICERS
SECTION 5.1. Officers.
The officers shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer. Any person may hold two or more offices in the corporation; provided, however, that not less than two persons shall at all times serve as officers.
SECTION 5.2. Election.
The officers shall be elected by the Board of Directors at the annual directors’ meeting or at a special meeting held for that purpose. The tenure of office of all the officers of the corporation shall be fixed by the Board of Directors, provided that an officer may not serve more than two consecutive terms in the same office.
SECTION 5.3. Removal and Resignation.
Any officer may be removed, either with or without cause, by a majority of the directors in office at the time, at any regular or special meeting of the Board of Directors, or by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed herein for regular appointments to such office.
SECTION 5.5. President.
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meeting of the membership and of the Board of Directors. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
The President shall appoint, at least one (1) month prior to each annual membership meeting, a Nominating Committee of not fewer than three (3) nor more than five (5) members. The Nominating Committee shall be responsible for submitting to the President, at least two (2) weeks prior to the annual membership meeting, a list of the nominees for Directors to be voted on at such annual meeting.
SECTION 5.6. Vice-President.
The Vice-President shall at the discretion of the Board of Directors, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
SECTION 5.7. Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes, at the principal office or such other place as the Board of Directors may order, of all meetings of the directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ and membership meetings and the proceedings thereof.
The secretary shall give, or cause to be given, notice of all the meetings of the membership and of the Board of Directors required by the Bylaws or by law to be given; he shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 5.8. Treasurer.
The Treasurer shall receive and keep all the funds of the corporation, and pay them out only on the check of the corporation, signed in the manner authorized by the Board of Directors; he shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 5.9. Subordinate Officers.
The Board of Directors may from time to time appoint such subordinate officers or agents, including a managing director, as the business of the corporation may require. Upon such appointment, the Board of Directors shall specify or approve an employment contract, include the assumption of responsibilities assigned to other officers herein, and shall fix their tenure of office and allow them suitable compensation.
SECTION 5.10. Executive and Other Committees.
The Board of Directors shall appoint an Executive Committee, and such other committees or sub-committees as may be necessary from time to time, including a Mainstreet-Pahoa Program Committee, consisting of such number of its members and with such powers as it may designate, consistent herewith and with the laws of the State of Hawaii. Such committees shall hold office at the pleasure of the Board of Directors.
The Mainstreet-Pahoa Program Committee shall consist of five (5) standing sub-committees as follows:
(a) Organization Sub-Committee.
The organization Sub-Committee shall be responsible for determining how the various sectors of the Pahoa Community, including bankers, merchants, the chamber of commerce, civic groups and individual citizens, can more effectively work together in downtown Pahoa.
(b) Promotion Sub-Committee.
The Promotion Sub-Committee shall be responsible for the promotion of downtown Pahoa as an exciting community stage, and a meeting and gathering place for the community.
© Design Sub-Committee.
The design Sub-Committee shall be responsible for the enhancement of the visual quality of downtown Pahoa.
(d) Economic Restructuring Sub-Committee.
The Economic Restructuring Sub-Committee shall be responsible for the diversification of the economy of downtown Pahoa.
(e) Finance Sub-Committee.
The Finance Sub-Committee shall be responsible for organizing fundraising efforts and the funding for the corporation and the Mainstreet-Pahoa program.
Each Sub-Committee shall be chaired by a Director or Officer of the Corporation. All Sub-Committee members shall be appointed annually by the Mainstreet-Pahoa Program Committee.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 6.1. Contracts.
The Board of Directors may by general or special resolution authorize the President and /or any other officer or officers of the corporation to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 6.2 Checks, etc.
All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidences of indebtedness shall be signed by the President and/or such other officer or officers of the corporation and in such manner as shall from time to time be determined by general or special resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the president.
SECTION 6.3 Facsimile Signatures.
The Board may from time to time by resolution, provide for the execution of any corporate instrument or document, including, but not limited to payment of money, by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution.
SECTION 6.4 Funds.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE VII
INSPECTION OF CORPORATE RECORDS AND BYLAWS
SECTION 7.1 Inspection of Corporate Records.
The books of account and the minutes of proceedings of the membership and directors shall be open to inspection upon written demand of any member, at any reasonable time, and for a purpose reasonably related to his interests as a member. Demand of inspection other than at a meeting shall be made in writing upon the President, the Secretary, or any other officer designated by the Board of Directors.
SECTION 7.2 Inspection of Bylaws.
The corporation shall keep in its principal office for the transaction of business a copy of the Bylaws of the corporation as amended or otherwise altered to date, which shall be open to inspection by members at all reasonable times during office hours.
SECTION 7.3 Annual Audit.
An annual audit shall be conducted on the affairs and finances of the corporation. The audit shall be performed by three members of the Board of Directors, or such other persons or entities, as appointed by the President. A complete report shall be given to the Board of Directors after completion of the audit.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
SECTION 8.1. Liability.
No director, officer, employee, or agent of the corporation and no heir, executor, or administrator of any such person shall be liable to this corporation for any loss or damage suffered by it on account of any action or omission by him as such director, officer, employee, or agent if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, unless with respect to an action or suit by or in the right of the corporation procure a judgment in its favor such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to this corporation.
SECTION 8.2 Indemnification.
(a) 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, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) because he was a director, officer, employee, or agent of the corporation or any division of the corporation, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or 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 he reasonably believed to be in or not opposed to the best interests of this corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify each person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit by or in the right of the corporation to procure a judgment in its favor because he is or was a director, officer, employee, or agent of the corporation or of any division of the corporation, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this 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 gross negligence or willful 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 the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
© To the extent that a director, officer employee, or agent of the corporation or of any division of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs (a) and (b) of the Section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Section (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 director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination may be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, by independent legal counsel in a written opinion to the corporation.
(e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in a particular case upon receipt or an undertaking by or on behalf of the director, officer employee, or 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.
(f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled, shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person.
(g) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or any division of the corporation against any liability asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article. Any such insurance may be procured from any insurance company designated by the Board.
ARTICLE IX
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
SECTION 9.1 Affiliated Transactions.
No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officers its present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose if:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or
© The contract or transaction if fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors or the members.
SECTION 9.2 Determining Quorum.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction
ARTICLE X
ACCOUNTING YEAR
The accounting year of the corporation shall be the calendar year or such other period as may from time to time be established by the Board of Directors.
ARTICLE XI
AMENDMENT TO BYLAWS
The Bylaws, and every part thereof, may from time to time and at any time, be amended, altered, repealed, and new or additional Bylaws may be adopted, by and affirmative vote of a majority of the Board of Directors.
The undersigned, constituting the entire Board of Directors of the Corporation, hereby adopt the foregoing as the Bylaws of the corporation this ___ day of ________, 19____.
s. Colleen Mandala s. Donald S Clark
s. Randall E. Ne….(?) s. Anthony Aluecela (?)
s. Robert T. Sugihara s. W. T. Patch
s. Ginny Aste s. Joann P. Kalawe
s. Dawn Horowitz s. William J Seeln…(?)
s. Janus McGovern
(date is blank and the signatures are not all legible but there are signatures)
MAINSTREET-PAHOA ASSOCIATION
ARTICLE I
PURPOSE AND NON-PROFIT CHARACTER
SECTION 1.1. Purposes.
The purpose of the corporation shall be as specifically set forth in Articles III of the Articles of Incorporation.
SECTION 1.2. Non-profit Character.
The corporation shall be a non-profit corporation, and any net income or earnings which may be derived from its operations, shall not be distributed to any member, director, or officer of the corporation except to pay reasonable compensation for services rendered to the corporation.
ARTICLE II
PRINCIPLE OFFICE
SECTION 2.1. Principal Office.
The principal office of the corporation shall be maintained at such place within the State of Hawaii, and the corporation may have other offices within or without the State of Hawaii, as the Board of Directors shall determine.
SECTION 2.2. Place of Meetings.
All meetings of the members and of the Board of Directors shall be held at the principal office of the corporation, unless some other place is stated in the call. Any meeting, annual or special, of either the Board of Directors or of the members, may be held by conference telephone or similar communication equipment, so long as all directors or all members participating in the meeting can communicate with one another, and all such directors or members shall be deemed to be present in person at the meeting.
ARTICLE III
MEMBERS
SECTION 3.1. Eligibility for Membership.
Any person, firm, partnership or corporation interested in the purpose of the corporation shall be eligible to become a member of the corporation.
SECTION 3.2. Election to Membership.
Every applicant for membership shall file and application with the Board of Directors in such form as the Board of Directors may from time to time prescribe. All applicants shall be elected to membership after review by the Board of Directors, unless a majority of the Board of Directors vote against the election of an applicant to membership.
SECTION 3.3. Termination of Membership.
Any member may resign from membership upon written notice to the Board Of Directors; provided, that such resigning member shall remain liable for any member dues accrued and unpaid as of the date such notice is given.
The Board of Directors, by a vote of a majority of the directors, may expel any member upon thirty days prior written notice to the member that:
(a) He is at least ninety (90) days in arrears in the payment of any dues or fees payable hereunder or of any contribution to funds maintained by the corporation and fails to cure such default within such 30-day period, or
(b) He has violated any provision of these Bylaws or any other duly promulgated rule or regulation of the corporation and fails to cure such violation within such 30-day period or
© He has been found by the Board of Directors to have been conducting his business in violation of accepted business and industry practices and fails to correct such violation with such 30-day period.
Any member who has received notice of expulsion may request a hearing before the Board of Directors, which request shall suspend expulsion until the later of the date originally set for expulsion or the date on which a final determination is reached under the terms of this section. The Board Of Directors shall, upon receipt of a request for a hearing, permit the member to appear before it and to present argument and evidence on his own behalf. The Board Of Directors shall consider such information and shall notify the member of its decision in writing.
SECTION 3.4. Annual Meeting.
The annual meeting of the members shall be held within ninety (90) days following the close of each fiscal year on such date designated by the Board of Directors, or, if the Board of Directors shall not have designated such date by the end of February, the annual meeting for that year shall be held on the third Friday in March, if not a legal holiday, and if a legal holiday, on the next succeeding business day.
SECTION 3.5. Special Meetings.
Special meetings of the members may be held at any time upon the call of the President or a majority of the Board of Directors. Upon receipt of such call or written request, the Secretary shall send out notices of the meeting to all members.
SECTION 3.6. Notice of Meetings.
Notice of meetings shall be given orally or in writing to members. Written notices shall be mailed or delivered to the member’s address appearing on the books of the corporation not less than seven (7) days before such meetings; Oral notice shall be given at lease 24 hours before such meetings. Notice of any special meeting of the members shall specify the place, the day and the hour of meeting, and the general nature of the business to be transacted. Any member may waive notice of any meeting of members in writing either prior to, at, or after the meeting.
SECTION 3.7. Notice Unnecessary.
The presence or representation at any meeting of any member shall be the equivalent of the waiver of giving of notice of such meeting to such member; unless the member attends the meeting only for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened. Any meeting at which all of the members shall be present in person shall be valid without notice.
SECTION 3.8. Quorum.
At any meeting of members of which proper notice has been given, twenty-five percent (25%) of members present in person shall constitute a quorum, and the concurring vote of the majority of the members constituting a quorum shall be valid and binding upon the corporation, except as otherwise provided by law, by these Bylaws, or by the Articles of Incorporation of the corporation.
SECTION 3.9 Voting.
Each member is entitled to one (1) vote in person at all meetings of the members of the corporation. There shall be no right of voting by proxy.
SECTION 3.10. Adjournment.
Any meeting of the members, whether annual or special, may be adjourned from time to time, whether a quorum be present or not, without notice other than the announcement at the meeting. Such adjournment may be to such time and to such place as shall be determined by a majority vote of the members present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted by a quorum at the original meeting as originally called.
SECTION 3.11. Consent of Membership Meetings.
Any action taken which may be taken at a meeting of the membership may be taken without a meeting if authorized by a writing signed by all of the voting members and filed with the Secretary of the Corporation.
SECTION 3.12. Rules of Order.
The rules of procedure specified in the most recent version of Robert’s Rules of Order shall govern all proceedings at membership meetings.
SECTION 3.13. Authority of Members.
No member shall have any power or right to act or speak for the corporation unless such member is an officer, director, or other authorized representative, acting in the course and within the scope of his authority as such officer, director, or other authorized representative. Notwithstanding any other provision of these Bylaws, the members shall not have the power to conduct the affairs of the corporation, borrow money or incur indebtedness in any manner prohibited by the laws of the State of Hawaii or prohibited by the Internal Revenue Code of 1986 for an organization exempt from tax under section 50©(6) of the Internal Revenue Code of 1986, as amended, or any successor section thereto.
SECTION 3.14 Fees and Dues.
The members shall be required to pay to the corporation such initiation fees, annual dues, and other fees as the membership shall from time to time determine. Failure to pay such fees or dues promptly shall constitute grounds for expulsion in accordance with Section 3.3 of this Article III.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.1 Powers.
Subject to any limitation contained herein or under the State of Hawaii, all powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be controlled by, a Board of Directors.
SECTION 4.2. Number.
The authorized number of directors shall be not less than three (3) persons nor more than twelve (12) persons, all of whom shall be members of the corporation. The number of directors for the ensuing year shall be fixed by the members of the corporation at each annual meeting. At least one director shall be a resident of the State of Hawaii, in whose absence the board shall not function.
SECTION 4.3. Qualification and Election.
The directors shall be elected and qualified at the annual meeting of the members or at a special meeting of the members held for that purpose.
SECTION 4.4. Term of Office.
All directors, except for those filling a prior vacancy, shall serve a term of one (1) year. Except as otherwise provided herein, all directors shall hold office until their respective successors are elected or appointed, as the case may be, and qualified.
SECTION 4.5. Removal and resignation.
The entire Board of Directors or any individual director may be removed from office by the members with or without cause by a majority vote of the members present at a duly noticed meeting called for the purpose of considering the removal of a director.
Any director may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice; or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.6. Vacancies on the Board.
Subject to the provisions contained in these Bylaws, if a director fails to serve his or her full term of office, the Board of Directors shall fill such vacancy by a majority vote, although less than a quorum or by the vote of a sole remaining director. Such vacancy shall be filled by the Board of Directors at its next regular meeting after the occurrence of the vacancy or at a special meeting of the Board of Directors called for that purpose.
A vacancy or vacancies shall be deemed to exist in the case of death, resignation or removal of any director, or if the members shall increase the authorized number of directors but shall fail, at the meeting at which such increase is authorized, to elect the additional director so provided for, or in case the members fail at any time to elect the full number of authorized directors.
If the Board of Directors accepts the resignation of a director tendered to take effect at a future time the Board of Directors shall have power to elect a successor to take office when the resignation shall become effective.
SECTION 4.7 Annual Directors’ Meeting.
The annual meeting of the Board of Directors shall be held within ninety (90) days following the close of each fiscal year on such date designated by the Board of Directors, or, if the Board of Directors shall not have designated such date by the end of February, the annual meeting for that year shall be held on the third Friday in March, if not a legal holiday, and if a legal holiday, on the next succeeding business day.
SECTION 4.8. Special Meetings.
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or by any director.
SECTION 4.9. Closed Meetings.
The Board of Directors may hold closed session, invitation only, meetings if the majority of the Board determines that such a meeting should be held to protect matters affecting the confidential business of the corporation.
SECTION 4.10. Notice of Meetings.
Written notice of the time and place of special meetings, together with the agenda for the up-coming meeting, including a list of nominees for Directors provided by the Nomination Committee, and minutes of the previous meeting, shall be delivered personally to the directors or sent to each by letter or by telegram, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least seven (7) days prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due legal and personal notice to such director.
SECTION 4.11. Waiver of Notice.
When all the directors are present at any directors’ meeting, however called or noticed, and sign a written consent thereto on the records of such meeting, or, if a majority of the directors are present, and if those not present sign in writing to a waiver of notice of such meeting, or, if a majority of the directors are present, and if those not present sign in writing a waiver of notice of such meeting, whether prior to or after the holding of such meeting which waiver shall be filed with the Secretary of the corporation, the transactions thereof are as valid as if had at meeting regularly called and noticed.
SECTION 4.12. Quorum.
A majority of the number of directors shall be necessary to constitute a quorum for the transaction of business, and except as provided by law or in the Bylaws, the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.
ARTICLE V
OFFICERS
SECTION 5.1. Officers.
The officers shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer. Any person may hold two or more offices in the corporation; provided, however, that not less than two persons shall at all times serve as officers.
SECTION 5.2. Election.
The officers shall be elected by the Board of Directors at the annual directors’ meeting or at a special meeting held for that purpose. The tenure of office of all the officers of the corporation shall be fixed by the Board of Directors, provided that an officer may not serve more than two consecutive terms in the same office.
SECTION 5.3. Removal and Resignation.
Any officer may be removed, either with or without cause, by a majority of the directors in office at the time, at any regular or special meeting of the Board of Directors, or by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed herein for regular appointments to such office.
SECTION 5.5. President.
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meeting of the membership and of the Board of Directors. He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
The President shall appoint, at least one (1) month prior to each annual membership meeting, a Nominating Committee of not fewer than three (3) nor more than five (5) members. The Nominating Committee shall be responsible for submitting to the President, at least two (2) weeks prior to the annual membership meeting, a list of the nominees for Directors to be voted on at such annual meeting.
SECTION 5.6. Vice-President.
The Vice-President shall at the discretion of the Board of Directors, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.
SECTION 5.7. Secretary.
The Secretary shall keep, or cause to be kept, a book of minutes, at the principal office or such other place as the Board of Directors may order, of all meetings of the directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ and membership meetings and the proceedings thereof.
The secretary shall give, or cause to be given, notice of all the meetings of the membership and of the Board of Directors required by the Bylaws or by law to be given; he shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 5.8. Treasurer.
The Treasurer shall receive and keep all the funds of the corporation, and pay them out only on the check of the corporation, signed in the manner authorized by the Board of Directors; he shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
SECTION 5.9. Subordinate Officers.
The Board of Directors may from time to time appoint such subordinate officers or agents, including a managing director, as the business of the corporation may require. Upon such appointment, the Board of Directors shall specify or approve an employment contract, include the assumption of responsibilities assigned to other officers herein, and shall fix their tenure of office and allow them suitable compensation.
SECTION 5.10. Executive and Other Committees.
The Board of Directors shall appoint an Executive Committee, and such other committees or sub-committees as may be necessary from time to time, including a Mainstreet-Pahoa Program Committee, consisting of such number of its members and with such powers as it may designate, consistent herewith and with the laws of the State of Hawaii. Such committees shall hold office at the pleasure of the Board of Directors.
The Mainstreet-Pahoa Program Committee shall consist of five (5) standing sub-committees as follows:
(a) Organization Sub-Committee.
The organization Sub-Committee shall be responsible for determining how the various sectors of the Pahoa Community, including bankers, merchants, the chamber of commerce, civic groups and individual citizens, can more effectively work together in downtown Pahoa.
(b) Promotion Sub-Committee.
The Promotion Sub-Committee shall be responsible for the promotion of downtown Pahoa as an exciting community stage, and a meeting and gathering place for the community.
© Design Sub-Committee.
The design Sub-Committee shall be responsible for the enhancement of the visual quality of downtown Pahoa.
(d) Economic Restructuring Sub-Committee.
The Economic Restructuring Sub-Committee shall be responsible for the diversification of the economy of downtown Pahoa.
(e) Finance Sub-Committee.
The Finance Sub-Committee shall be responsible for organizing fundraising efforts and the funding for the corporation and the Mainstreet-Pahoa program.
Each Sub-Committee shall be chaired by a Director or Officer of the Corporation. All Sub-Committee members shall be appointed annually by the Mainstreet-Pahoa Program Committee.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 6.1. Contracts.
The Board of Directors may by general or special resolution authorize the President and /or any other officer or officers of the corporation to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 6.2 Checks, etc.
All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidences of indebtedness shall be signed by the President and/or such other officer or officers of the corporation and in such manner as shall from time to time be determined by general or special resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the president.
SECTION 6.3 Facsimile Signatures.
The Board may from time to time by resolution, provide for the execution of any corporate instrument or document, including, but not limited to payment of money, by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution.
SECTION 6.4 Funds.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE VII
INSPECTION OF CORPORATE RECORDS AND BYLAWS
SECTION 7.1 Inspection of Corporate Records.
The books of account and the minutes of proceedings of the membership and directors shall be open to inspection upon written demand of any member, at any reasonable time, and for a purpose reasonably related to his interests as a member. Demand of inspection other than at a meeting shall be made in writing upon the President, the Secretary, or any other officer designated by the Board of Directors.
SECTION 7.2 Inspection of Bylaws.
The corporation shall keep in its principal office for the transaction of business a copy of the Bylaws of the corporation as amended or otherwise altered to date, which shall be open to inspection by members at all reasonable times during office hours.
SECTION 7.3 Annual Audit.
An annual audit shall be conducted on the affairs and finances of the corporation. The audit shall be performed by three members of the Board of Directors, or such other persons or entities, as appointed by the President. A complete report shall be given to the Board of Directors after completion of the audit.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
SECTION 8.1. Liability.
No director, officer, employee, or agent of the corporation and no heir, executor, or administrator of any such person shall be liable to this corporation for any loss or damage suffered by it on account of any action or omission by him as such director, officer, employee, or agent if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, unless with respect to an action or suit by or in the right of the corporation procure a judgment in its favor such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to this corporation.
SECTION 8.2 Indemnification.
(a) 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, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) because he was a director, officer, employee, or agent of the corporation or any division of the corporation, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or 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 he reasonably believed to be in or not opposed to the best interests of this corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The corporation shall indemnify each person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action, suit by or in the right of the corporation to procure a judgment in its favor because he is or was a director, officer, employee, or agent of the corporation or of any division of the corporation, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this 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 gross negligence or willful 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 the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
© To the extent that a director, officer employee, or agent of the corporation or of any division of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs (a) and (b) of the Section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Section (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 director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination may be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, by independent legal counsel in a written opinion to the corporation.
(e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in a particular case upon receipt or an undertaking by or on behalf of the director, officer employee, or 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.
(f) The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled, shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person.
(g) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or any division of the corporation against any liability asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article. Any such insurance may be procured from any insurance company designated by the Board.
ARTICLE IX
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
SECTION 9.1 Affiliated Transactions.
No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officers its present at or participates in the meeting of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose if:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board of Directors in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or
© The contract or transaction if fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors or the members.
SECTION 9.2 Determining Quorum.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction
ARTICLE X
ACCOUNTING YEAR
The accounting year of the corporation shall be the calendar year or such other period as may from time to time be established by the Board of Directors.
ARTICLE XI
AMENDMENT TO BYLAWS
The Bylaws, and every part thereof, may from time to time and at any time, be amended, altered, repealed, and new or additional Bylaws may be adopted, by and affirmative vote of a majority of the Board of Directors.
The undersigned, constituting the entire Board of Directors of the Corporation, hereby adopt the foregoing as the Bylaws of the corporation this ___ day of ________, 19____.
s. Colleen Mandala s. Donald S Clark
s. Randall E. Ne….(?) s. Anthony Aluecela (?)
s. Robert T. Sugihara s. W. T. Patch
s. Ginny Aste s. Joann P. Kalawe
s. Dawn Horowitz s. William J Seeln…(?)
s. Janus McGovern
(date is blank and the signatures are not all legible but there are signatures)