SECTION
1. PURPOSE The purpose for which this corporation is organized
are to preserve historical sites and stimulate downtown economic
development in Naalehu through organization, promotion, design,
and receive, administer and distribute funds in connection
with any activities related to the above purposes, provided,
however, that the corporation shall engage in activities
that are in the purview of Section 501(C)3 of the Internal
Revenue code of 1954 or corresponding sections of any prior
or future law. No part of the corporation shall inure to
the benefit of any other individual; and the corporation
shall not participate in, or intervene in, any political
campaign on the behalf of any candidate for political office.
SECTION 2. DISSOLUTION.
Upon dissolution of the corporation the residual assets of
the corporation shall be distributed to a private, non-profit
corporation which is an exempt organization as described
in Section 501(C)3 of the Internal Revenue Code 1954 or corresponding
sections of any prior or future law, selection of which corporation
may be designated prior to dissolution.
ARTICLE
3 – PROGRAM AREA
SECTION 1. PROGRAM
AREA. The Program Area shall be that geographical area along
the Mamalahoa Highway between Honuapo on the east and the
Kahuku Ranch on the west, and extending south to Ka Lae,
herein referred to as the Greater Naalehu area, consisting
of the populated areas of the South Point region which is
serviced by downtown Na`alehu.
ARTICLE
4 – MEMBERSHIP
SECTION1. MEMBERSHIP.
The classes of members of the corporation shall be as follows:
a) Charter members
b) Individual members c) Business Professional, or property
owner members
SECTION 2. DUES.
The Board of Directors shall establish annual dues as it
deems appropriate. Such establishment of dues shall include
method of payment and application procedure.
SECTION 3. MEMBERSHIP
APPLICATION. Any business, organization or individual interested
in supporting the purposes of the corporation may become
a member by filling an application in such form as the Board
of Directors shall prescribe, and subject to the payment
of such dues as the Board of Directors may establish. Each
active member shall be entitled to one vote.
SECTION 4. RESIGNATION.
Any member may resign from membership in the corporation
upon giving written notice thereof to the Secretary of the
corporation. Such resignation shall specify the reason thereof
and the effective date thereof. Members who resign from membership
shall not be entitled to any refund of dues therefore paid.
SECTION 5. DEFAULT
OF DUES OF PAYMENT. The Board of Directors may, at its discretion,
suspend the voting privilege of any member who has been and
remains in default of his or her financial obligations to
the corporation for a period of six (6) months or longer.
ARTICLE
5 – MEMBERSHIP MEETINGS
SECTION 1. ANNUAL
MEETING. An annual meeting of the membership shall be held
in each calendar year at such time and place as may be determined
by the Board of Directors for the purpose of introducing
elected officers and directors and transacting such other
business as may be properly brought before the meeting.
SECTION 2. BOARD
OF DIRECTOR MEETINGS. No less than six (6) Board of Director
meetings shall be held annually, at any time and place as
may be designated in the notice of said meeting, upon call
of the President or the Board of Directors either at their
request or upon written petition by at least five (5) active
members for Special Meetings.
SECTION 3. NOTICE
OF MEETINGS. Written notice of every meeting of the membership,
stating the place, date and hour of the meeting, shall be
given either personally, by telephone, or by mail to each
member not less than ten (10) nor more than fifty (50) days
before the date of the meeting. If mailed such notice shall
be deemed delivered when deposited in the United States with
postage thereon prepaid, addressed to the members at their
addresses as they appear on the corporate record of membership.
Attendance of a member at the membership meeting shall constitute
a wavier of notice such meeting, or manner in which it has
been called or convened, except when a member attends a meeting
solely for the purpose of stating, at the beginning of the
meeting, any such objection to the transaction of any business.
Other interested parties shall be given such notice of meeting
as the Board of Directors shall deem appropriate.
SECTION 4. QUORUM.
Ten percent (10%) of the active members present in person,
shall constitute a quorum for the transaction of business
at all meetings of the membership, except as otherwise provided
by statute, by Articles of Incorporation or by these By-Laws.
If a quorum is not present or represented at present meeting
of the membership, a majority of the members entitled to
vote thereat, present in person may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.
If the adjournment is for more than thirty (30) days, a notice
of adjournment meeting shall be given to each member.
SECTION 5. MAJORITY
DECISIONS. When a quorum is present the vote of a majority
of the active members is present in person shall decide any
questions brought before such meetings, unless the Articles
of Incorporation or these By-Laws require a different vote,
in which case such express provisions shall govern and control
the decision.
ARTICLE
6 – BOARD OF DIRECTORS
SECTION 1. BOARD
OF DIRECTORS. The corporation shall be governed by a Board
of nine (9) Directors elected by the members eligible to
vote. The term of office for each Director shall be three
(3) years, and each can be re-elected for another term not
to exceed six (6) continuous years. Nominations to the Board
shall be made by the Nomination Committee appointed by the
Board and shall be set forth in the notice of the annual
meeting. Each Director shall hold office for the term for
which he or she is elected and until his or her successor
shall have been elected and qualified. Directors in office
may be reelected for one consecutive term, except for the
Immediate Past President’s term as a member of the
Board of Directors shall commence at the normal termination
date of his or her term as President and shall continue to
the next annual meeting of the membership thereafter. If
a member of the Board of Directors is absent from two consecutive
meetings without a written excuse, the Board has the right
to excuse the Director from his or her position. If a member
of the Board of Director performs against the said ethics
of the corporation that Director may be excused by the Board.
A written letter informing the Board of Directors decision
from the president will be signed by the Board members and
sent by registered mail.
SECTION 2. VACANCY.
Any vacancy occurring in the Officers (other than a vacancy
resulting from the normal expiration of a term of office)
may be filled by the affirmative vote of a majority of current
Board of Directors.
ARTICLE
7 – COMMITTEES
SECTION 1. COMMITTEES.
This corporation shall have at least four (4) standing
committees, which shall be titled Promotion,
Design, Economic Restructuring and Membership and Development,
whose members shall be appointed by the Board of Directors.
The Promotions, Design, Economic Restructuring committees
shall consist of not less than five (5) members, and shall
have
as chairperson a member of the Board of Directors of the
corporation who shall be responsible for directing and coordinating
the affairs of the committee. The Membership and Development
Committee shall consist of not less than three (3) members,
and shall have as chairperson a member of the Board of Directors
of the corporation who shall be responsible for directing
and coordinating the affairs of the committee. The terms
of committees shall be for one year commencing at the time
of the annual meeting.
SECTION 2. ADDITIONAL COMMITTEES. The Board of Directors
, by resolution adopted by a majority of Directors in office,
may designate or appoint one or more committees, in addition
to the above-mentioned committees, including, without limitation,
an Executive Committee, each of which shall consist of one
or more Directors, and which shall, to the extent provided
in the resolution, have and exercise the authority of the
Board of Directors in the management of the corporation.
Other committees not having of exercising the authority
of the Board of Directors in the management of the corporation
may be designated and appointed at a meeting at which a quorum
of Board members is present. The designation and appointment
of any such committees and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed on them
by law.
ARTICLE
8 – OFFICERS
SECTION 1. OFFICERS.
The officers shall be elected annually by the Board of Directors
and shall consist of a President, a Vice-President, a Secretary,
a Treasurer and such other officers and assistant officers
as may be deemed necessary,
SECTION 2. ELECTION
OF OFFICERS. Officers shall be elected at the annual meeting
of the membership. The person serving as President shall
automatically become Immediate Past President upon the election
of a new President. All officers shall be elected by a majority
of the eligible voting members present in person.
SECTION 3. DUTIES.
Except as hereinafter provided, the officers of the corporation
shall each have powers and duties as generally pertain to
their respective offices, as well as those that from time
to time may be conferred by the Board of Directors.
A. President. The
President shall preside at all business meetings, but may
at his or her discretion or at the suggestion of the Directors
arrange for another officer to preside at the other meetings.
The President shall perform such duties as are usually incumbent
upon that officer and such duties as may be directed by resolution
of the Board of Directors.
B. Vice President.
The Vice President shall have such duties and responsibilities
as the President or Board of Directors may from time to time
prescribe.
C. Secretary. The
Secretary shall record and maintain in good order Minutes
of all meetings and all records and correspondence of the
corporation, and notices of meetings of members and Directors,
and all other notices required by law or by these By-laws,
and maintain memberships. Membership drives shall be twice
per year spring and fall or at the discretion of the Board
of Directors.
D. Treasurer. The
Treasurer shall maintain in good order all financial records
of the corporation. The Treasurer shall also have such other
duties as may be assigned by the membership or Board of Directors.
E. Program Manager.
The Program Manager of the Corporation shall manage daily
operations of the corporation. The Program Manager shall
be responsible for coordinating the implementation of the
corporation’s policies and projects and such duties
the Board of Directors nay require. The Project Manager is
to be selected by the Board of Directors, subject to approval
by an affirmative vote of a majority of the membership of
the corporation present. The Program Manager shall receive
no compensation for his or her duties.
SECTION 4. VACANCY.
Any vacancy occurring in the Officers (other than a vacancy
resulting from the normal expiration of a term of office)
may be filled by the affirmative vote of a majority of current
Board of Directors.
ARTICLE
9 – PROJECT
MANAGER
SECTION 1. PROJECT MANAGER. The Project manager of the
corporation shall manage the daily operations of the corporation.
The Project Manager shall be responsible for coordinating
the implementation of the corporation's policies and projects
and such other duties as the Board of Directors may require.
The project manager shall receive for his or her services
such compensation as may be determined by the Board of Directors
ARTICLE
10 – FINANCES
SECTION 1. INSTRUMENTS.
All checks, draft, or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by Officer or Officers,
agent or agents of the corporation in such a manner as shall
be determined from time to time by resolution of the Board
of Directors.
SECTION 2. FUNDS.
The Board of Directors may accept on the behalf of the corporation
any contribution, gift, device for the general purposes or
for special purpose of the corporation.
SECTION 3. FISCAL
YEAR. The fiscal year of the corporation shall be determined
by resolution of the Board of Directors.
SECTION 4. CORPORATE
SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its creation, and the
words “Corporate Seal” and “Hawaii.” The
seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise shown.
In the event it is inconvenient to use the word “Seal” enclosed
in parentheses shall be deemed the seal of the corporation.
ARTICLE
11 – AMENDMENTS
SECTION 1. AMENDMENTS.
The Bylaws may be altered and repealed at any annual meeting
of the members or any special meeting, by an affirmative
vote of two-thirds (?) of the active members present, provided
that no such action shall be taken if it would in any way
adversely affect the corporation’s qualifications under
Section 501(C)3 of the Internal Revenue Code of 1954 or corresponding
sections of any prior or future law.