WAIMEA COMMUNITY ASSOCIATION
PURPOSES; NONPROFIT CHARACTER
SECTION 1.1 Purposes. The purposes of the WAIMEA COMMUNITY ASSOCIATION (the Corporation) shall be as specifically set forth in Article IV of the Articles of Incorporation.
SECTION 1.2 Nonprofit Character. The Corporation shall be a nonprofit corporation. The Corporation shall not authorize or issue shares of stock. No dividend shall be paid and no part of the income or earnings which may be derived from its operations, in pursuance of the purposes of the Corporation, shall be distributed to or inure to the benefit of any Director or Officer of the Corporation, or any private individual, but shall be used to promote the purposes of the Corporation.
PRINCIPAL OFFICE; PLACE OF MEETINGS; SEAL
SECTION 2.1 Principal Office. The principal office of the Corporation shall be maintained at 62-2040 Mahua St., Kaumela, HI 96743. If relocated, the Corporation’s principal office shall nevertheless remain within twenty-five miles of the center of Waimea (Kamuela). The Corporation may also have such 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 Board of Directors shall be held at the principal office of the Corporation, unless some other place is stated in the call. Any meeting, regular or special, of the Board of Directors may be held by conference telephone or similar communication equipment as long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.
SECTION 2.3 Seal. The Corporation may have a corporate seal as the Board of Directors shall determine.
BOARD OF DIRECTORS
SECTION 3.1 Powers. The Board of Directors shall manage the property and business of the Corporation and shall have and may exercise all of the powers of the Corporation.
SECTION 3.2 Number; Election. There shall be a Board of Directors of the Corporation, to consist of not less than Three (3) nor more than Thirteen (13) members. Directors may be regular members of the Board, or after three years of service on the Board, may become Honorary Directors with voting rights but with no expectations concerning meeting attendance or participation in the Corporation. The number of Directors for the ensuing year shall be fixed by the Board of Directors at each annual meeting and the number so designated shall then be elected by ballot by the Board of Directors, to hold office until the next annual meeting and thereafter until their successors shall be duly elected, and, within the foregoing limitation as to the minimum and maximum number, the number of Directors may be decreased or increased by the Board of Directors at any special meeting and, in case the number is increased, the additional Directors shall be elected by ballot as if elected at an annual meeting. Notwithstanding the foregoing, the Board of Directors may, by vote of a majority of them, determine that the Directors shall serve on a staggered basis, with one-third (1/3) of the Directors to be elected for a one-year term, one-third (1/3) for a two-year term, and one-third (1/3) for a three-year term, with one-third (1/3) of the Board of Directors elected annually thereafter for a three-year term.
SECTION 3.3 President. The President of the Corporation shall serve as the Chair of the Board of Directors.
SECTION 3.4 Annual Meeting. A meeting of the Board of Directors shall be held annually, and the Board of Directors shall thereat elect the Officers of the Corporation for the ensuing year.
SECTION 3.5 Regular Meetings. The Board of Directors may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and no further notice thereof shall be required.
SECTION 3.6 Special meetings. Special meetings of the Board of Directors may be called at any time by the President or by any two (2) Directors. Nothing shall preclude the calling of a special meeting at the place and time of any regular meeting, or the annual meeting, and the subject matter of the special meeting shall then be included in the agenda of the regular meeting or the annual meeting, provided that notice of said special meeting is given, as provided in these Bylaws.
SECTION 3.7 Notice of Meetings. Except as otherwise expressly provided, reasonable notice of any meeting of the Board of Directors, including the time, date, place and subject matter, shall be given to each Director (other than the person or persons calling the meeting and other than the person giving notice of the meeting) by the Secretary, or by the person or one of the persons calling the meeting, by advising the Director of the meeting by word of mouth or by telephone or by leaving written notice thereof with him/her or at his/her residence or usual place of business, or by email at an email address s/he has provided, to be filed with the Secretary. Such written notice shall be mailed, or emailed, not less than ten (10) days prior to the date of the meeting. Non-receipt by a Director of any written notice of a meeting mailed, or emailed, to such Director shall not invalidate any business done at the meeting while a quorum is present.
SECTION 3.8 Waiver of Notice.
(a) Any Director may, prior to, at the meeting, or subsequent thereto, waive notice of any meeting in writing, signed by him/her.
(b) The presence at any meeting of any Director shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such director.
(c) When two-thirds (2/3) of the total number of Directors at which the Board of Directors has been fixed sign a written consent or approval on the record of the meeting, actions taken at the meeting, however called or notified, shall be valid.
SECTION 3.9 Quorum. A majority of the total number of Directors at which the Board of Directors has been fixed shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is present at the meeting a quorum of all the Directors at which the Board of Directors has been fixed.
SECTION 3.10 Adjournment. Any meeting of the Board of Directors, whether annual, regular, 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 of the Board of Directors 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 Action by Directors Without a Meeting. Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Such consent may be provided electronically, with each Director’s electronic signature being deemed valid if it is received from the email address which that Director has provided to the Secretary. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
SECTION 3.12 Removal; Withdrawal; Admission. Any Director may be removed as a Director of the Corporation, with or without cause, by the affirmative vote of all Directors at the time of such vote (which shall not include any Director whose removal is the subject of such vote). Any Director may withdraw from the Corporation at any time upon giving prior written notice to the Secretary. Additional Directors may be elected or appointed as set forth in these Bylaws. No person may be elected a Director of the Corporation if the seating of that person would result in twenty-five percent or more of the Corporation’s Directors residing more than twenty-five miles from the center of Waimea.
SECTION 3.13 Permanent Vacancies. If any permanent vacancy shall occur in the Board of Directors through death, resignation, disqualification, removal or other cause other than temporary absence, illness or disability, the remaining Directors, by the affirmative vote of a majority of all remaining members of the Board of Directors, may elect a successor Director to hold office for the unexpired portion of the term of the Director whose place shall be vacant.
SECTION 3.14 Temporary Vacancies, Substitute Directors. If any temporary vacancy shall occur in the Board of Directors through the prolonged absence (greater than three consecutive months) of any Director from the State of Hawaii or through the sickness or disability of any Director, the remaining Directors, whether constituting a majority or a minority of the whole Board of Directors, may by the affirmative vote of a majority of such remaining Directors appoint some person as a substitute Director, who shall be a Director during such absence, sickness or disability of the absent Director, and until such Director shall return to duty or the office of such Director shall become permanently vacant.
SECTION 3.15 Proxies. Voting by proxy shall not be permitted at any meeting of the Board of Directors or of any committees, boards or bodies created by the Board of Directors.
SECTION 3.16 Executive and Other Committees.
(a) The Board of Directors, by resolution adopted by a majority of the Board of Directors, may designate and appoint an Executive Committee and any other committees, each of which, to the extent provided in the resolution, the Articles of Incorporation or these Bylaws, shall have and may exercise all the authority of the Board of Directors; except that no such committee shall have the authority of the Board of Directors in reference to:
(1) Amending, altering or repealing the Bylaws;
(2) Electing, appointing or removing any member of any such committee or any Director or Officer of the Corporation;
(3) Amending the Articles of Incorporation, restating the Articles of Incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;
(4) Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation, except for a committee specifically created for this purpose, as provided in Paragraph (b) of this Section;
(5) Authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore;
(6) Adopting a plan for the distribution of the assets of the Corporation; or
(7) Amending, altering or repealing any resolution of the Board of Directors.
(b) Nothing in subparagraphs (1) to (7) shall prohibit any committee, if properly authorized by the Board of Directors and not prohibited by these Bylaws, from engaging in any sale, lease, exchange, mortgage, pledge or distribution of assets of the Corporation in the normal course of the Corporation’s business. The Board of Directors may authorize only one committee to hold this authority at any given time, not granting the same, or similar, authority to an additional committee or committees until the original committee, by resolution of the Board of Directors, no longer holds the authority.
(c) The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon the Board of Directors or the Director by law.
SECTION 3.17 Compensation. The Board of Directors shall have authority to fix the compensation of members of the Board of Directors
SECTION 3.18 Gifts, Contributions and Grants. The Board of Directors may solicit and accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Corporation, but shall retain complete control and discretion over any such gifts and contributions so accepted. The Board of Directors shall approve, or ratify, any grant made by the Corporation to any separate individual or organization for that individual’s or organization’s use for a purpose that furthers the charitable purposes of the Corporation.
SECTION 3.19 Procedure. The Board of Directors shall fix its own rules of procedure which shall not be inconsistent with these Bylaws.
OFFICERS AND MANAGEMENT
SECTION 4.1 Appointment, Term, Removal. The Officers of the Corporation shall be the President, one or more Vice Presidents, the Secretary, the Treasurer, and in addition thereto, as provided in the Articles of Incorporation, one or more Assistant Secretaries, one or more Assistant Treasurers and such other Officers, with such duties, as the Board of Directors shall from time to time determine. The Officers shall be elected annually by the Board of Directors at its annual meeting, or a special meeting, and shall hold office at the pleasure of the Board of Directors until the next annual meeting and thereafter until their respective successors shall be duly elected or appointed and qualified. Each Officer must be a Director of the Corporation. Any person may hold more than one office, provided that there are at least two (2) persons as officers of the Corporation. The Board of Directors may, in its discretion, from time to time limit or enlarge the duties and powers of any officer appointed by it. The Board of Directors may appoint temporary Officers to serve the unexpired term of any Officer who resigns or is disqualified, pending the election of a replacement.
SECTION 4.2 The President. The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the Board of Directors, may call special meetings of the Board of Directors at his/her discretion and shall call annual meetings of Board of Directors, as provided by these Bylaws. Subject to the direction and control of the Board of Directors, the President shall:
(a) be in personal charge of the principal office of the Corporation;
(b) provide general management, supervision and control of all of the property, business and affairs of the Corporation, prescribe the duties of the managers of all branch offices, and exercise such other powers as the Board of Directors may from time to time confer upon him/her; and
(c) subject to approval of the Board of Directors, appoint heads of departments and generally control the engagement, government and discharge of all employees of the Corporation, and fix their duties and compensation.
He shall at all times keep the Board of Directors fully advised as to all of the Corporation’s business.
SECTION 4.3 The Vice President or Vice Presidents. The Vice President or Vice Presidents shall, in such order as the Board of Directors shall determine, perform all of the duties and exercise all of the powers of the President provided by these Bylaws or otherwise during the absence or disability of the President or whenever the office of President shall be vacant, and shall perform all other duties assigned to him/her or them by the Board of Directors or the President. The Board of Directors may designate one of the Vice Presidents as Executive Vice President and the Vice President so designated shall be first in order to perform the duties and exercise the power of the President in the absence of that Officer.
SECTION 4.4 The Secretary. The Secretary, or an Assistant Secretary, of the Board of Directors, shall attend all meetings and shall record the proceedings thereof in the minute book or books of the Corporation. S/He shall maintain a complete and up-to-date list of the Directors and Officers of the Corporation including names, mailing addresses, residential addresses and email addresses, shall provide that list to the Directors and Officers annually, and as changes occur. S/He shall give notice, in conformity with these Bylaws, of meetings, where required, of the Board of Directors. In the absence of the President and the Vice President, or the Vice Presidents if there be more than one, s/he shall have power to call such meetings and shall preside thereat until a President Pro Tempore shall be chosen. The Secretary shall perform all other duties incident to his/her office or which may be assigned to him/her by the Board of Directors or the President.
SECTION 4.5 The Treasurer. The Treasurer shall have custody of all of the funds, notes, bonds and other evidences of property of the Corporation. S/He shall deposit or cause to be deposited in the name of the Corporation all monies or other valuable effects in such banks, trust companies or other depositories as shall from time to time be designated by the Board of Directors. S/He shall make such disbursements as the regular course of the business of the Corporation may require or the Board of Directors may order. S/He shall perform all other duties incident to his/her office or which may be assigned to him/her by the President or the Board of Directors.
SECTION 4.6 Assistant Secretary and Assistant Treasurer. The Assistant Secretary or Assistant Secretaries and Assistant Treasurer or Assistant Treasurers, if elected or appointed, shall, in such order as the Board of Directors may determine, perform all of the duties and exercise all of the powers of the Secretary and Treasurer, respectively, during the absence or disability, and in the event of a vacancy in the office, of the Secretary or Treasurer, respectively, and shall perform all of the duties assigned to him/her or them by the President, the Secretary in the case of Assistant Secretaries, the Treasurer in the case of Assistant Treasurers, or the Board of Directors.
SECTION 4.7 Absence of Officers. In the absence or disability of the President and Vice President, or Vice Presidents if there be more than one, the duties of the President (other than the calling of meetings of the Board of Directors) shall be performed by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary and of the Assistant Secretary, or Assistant Secretaries if there be more than one, or of the Treasurer and the Assistant Treasurer, or Assistant Treasurers if there be more than one, the duties of the Secretary or of the Treasurer, as the case may be, shall be performed by such person or persons as may be designated for such purpose by the Board of Directors.
SECTION 4.8 Compensation. The Board of Directors shall have the authority to fix the compensation, if any, of the Officers, agents and employees.
The Board of Directors may at any time remove from office or discharge from employment any Officer, subordinate Officer, agent or employee appointed by it or by any person under authority delegated by it, whenever, in their judgment, the best interests of the Corporation will be served thereby.
AUDIT OF BOOKS
The Board of Directors shall cause a complete audit to be made of the books of the Corporation at least once in each fiscal year and more often if required by the Board of Directors, and shall thereafter make appropriate reports to all members of the Board of Directors. The Board of Directors may appoint some person, firm or corporation engaged in the business of auditing to act as the auditor of the Corporation.
EXECUTION OF INSTRUMENTS
SECTION 7.1 Proper Officers. Except as hereinafter provided or as required by law, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, bills of exchange, orders for the payment of money, licenses, endorsements, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature, which require execution on behalf of the Corporation, shall be signed by any one of the following: the President, a Vice President, the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer. The Board of Directors may from time to time authorize any such documents, instruments or writings to be signed by such Officers, agents or employees of the Corporation or any one of them, in such manner as the Board of Directors may determine.
SECTION 7.2 Facsimile Signatures. The Board of Directors may, from time to time by resolution, provide for the execution of any corporate instrument or document, including but not limited to checks, warrants, letters of credit, drafts and other orders for the 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 7.3 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.
CORPORATE BOOKS AND RECORDS; INSPECTION OF SAME AND BYLAWS
SECTION 8.1 Books and Records. The Corporation shall keep correct and complete books and records of account of the Corporation and minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board of Directors, and shall keep at its registered office or principal office in the State a record of the names and addresses of the Directors. All books and records of the Corporation may be inspected, upon written demand, by any Director or Director’s agent or attorney for any proper purpose at any reasonable time. 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 8.2 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 the Directors at all reasonable times during office hours.
The fiscal year of the Corporation shall be such as may from time to time be established by resolution by the Board of Directors.
AMENDMENT TO BYLAWS
The Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority vote of the Directors present at any meeting of the Board of Directors at which a quorum is present or by the written or electronic consent of such Directors; provided, however, that written notice of the intent to review any Bylaws be given to the Directors not less than ten (10) days prior to the meeting.
The word “person” or any pronoun used in place thereof, where the context so requires or admits, shall include and mean individuals, firms, corporations, partnerships and associations. The singular shall include and mean the plural, or vice versa.
The words “center of Waimea (Kamuela)” shall mean 20 degrees, 1 minute, 13 seconds North Latitude, 155 degrees, 40 minutes, 7 seconds West Longitude.
I certify that:
I am the President of WAIMEA COMMUNITY ASSOCIATION.
The attached Bylaws are the Bylaws of the Corporation adopted by unanimous consent of the Board of Directors on November 20, 2014.
DATED: March 5, 2015
Patricia Anne Cook
Distributed: 4/7/05; Adopted: 5/5/05
Amended & Adopted: 7/19/06
Amended & Adopted: 1/14/10
Amended & Adopted: 10/7/10
Amended and Adopted 1/10/13
Revised as part of becoming a 501(c)3 not-for-profit corporation –