A NOT-FOR-PROFIT CORPORATION

Adopted June 16, 2011

Article I. Organization

Section 1.01   Corporation Name

The name of the non-profit Corporation shall be Hanama’ulu Community Association.

Section 1.02   Registered Agent and Principal Office

The principal office of the Association shall be at such place in the State of Hawaii as the Officers of the Association shall from time to time determine.

The name of the initial registered agent of the Association is Edward Sarita whose address is 5088 Paka Drive, Lihue, HI 96766.  The registered address of the office of the Association is Hanama’ulu Community Association, P.O. Box 206, Hanama’ulu, Kauai, HI 96715. 

Section 1.03   Other Offices

The Association may have such other offices within the State of Hawaii as the Officers of the Association may designate.

Section 1.04   Activities

The activities of this Association shall be those necessary and appropriate to accomplish the purposes of the Association as stated in the Bylaws.

The Association shall be organized as a non-profit organization exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code.  The Association may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 and to that end, the Association is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the Directors, will best promote the purposes of the Association, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Articles of Incorporation, the Bylaws of the Association, or any applicable laws, to do any other thereof, but not for the pecuniary profit of financial gain of its directors or officers except as permitted under the Non Profit Corporation Law.

No part of the net earnings of the Association shall inure to the benefit of any member, trustee, officer of the Association, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Association, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.  No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting, to influencing legislation, and the Association shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office.

Upon the dissolution of the Association or the winding up of its affairs, the affairs of the Association shall be distributed exclusively to one or more charitable, religious, scientific, testing for public safety, literary, or educational organizations, which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organizations as said Court shall determine which are organized and operated exclusively for such purposes.

The operations of the Association shall be conducted in the United States of America and its territories and possessions and may not carry on activities not permitted to be carried on by an organization in Section 501 (c) (3).

The Association will not issue stock and no part of its assets, income or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the Association, except the Association shall be empowered to make payments and distributions in furtherance of the exempt purposes for which it was formed.

The Association shall not participate or intervene in any political campaign on behalf of any candidate for public office.

Section 1.05   Purposes

The Purposes for which the Association is organized are:

To enhance the livability of the community and Hanama’ulu by establishing and maintaining an open line of communication and liaison among the community, government agencies and other communities.

To provide an open process by which all members of the community may involve themselves in the affairs of the community.

To do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and engage in any lawful activity for which nonprofit corporations may be organized.

For such other objectives as are approved by the officers or membership.

Article II.   Boundaries of the Association

Section 2.01   General

The boundaries of the Association shall be defined as Hanama’ulu.

Section 2.02   Hanama’ulu – Definition

Hanama’ulu is defined as the geographical area bounded by the Hanama’ulu Stream in Kapaia Valley to the south, to and including the northern boundary of the Ahupua’a of Hanama’ulu to the north, Kalepa Hill to the west and the shoreline to the east.  The residential and commercial districts of the community of Hanama’ulu are located within this geographical area and is approximately 2 miles north of Lihu’e, Kauai, Hawaii.

Article III.   Membership

Section 3.01    Membership Definition

Section 3.01a   General Membership

Membership in the Association shall be open to all residents, former residents, property owners, and holders of a business license located within the boundaries as defined in Article II of these bylaws who shall complete and submit an official General Membership Registration Form.

Section 3.01b   Associate Membership

Associate Membership is open to those persons not eligible for General Membership and who may be affiliated with the general member or who is interested in supporting the mission of the Association.  Completion and submittal of an official Associate Membership Registration Form shall be required.

Section 3.01c   Membership Effective Date

Membership shall be effective upon verification and acceptance at the next General Membership meeting of the Association following receipt of the membership registration

form.

Section 3.02   Voting Rights

All members, as defined above in Section 3.01a and 3.01b, shall have one vote each to be cast during attendance at any general or special meeting.  One representative from each business shall have the same privilege as the residents listed above.  Unless otherwise specified in these bylaws, decisions of the Association shall be made by a majority vote of those members present at any meeting.

Section 3.03   Dues

Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted and fundraising may be authorized by the officers.

Section 3.04   Member in Good Standing Definition

A member in good standing shall be a member who is knowledgeable of Association matters, who has attended at least four (4) monthly meetings and has participated in at least two (2) Association projects or events during the previous twelve (12) months.

Article IV.   Meetings

Section 4.01   General Membership Meetings

Monthly meetings of the Association shall be convened by the Officers on the third Thursday of each calendar month unless changed or cancelled by majority vote of the Officers.

Section 4.02   Notification

Notification shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of members.  Notification shall require seven days advance notice to the general public and a minimum of 24 hours notice for all active members and to individuals and news media that have requested notice.

Section 4.03   Meetings of Officers

Officers may meet prior to general membership meetings to discuss Section 4.05 herein.

Section 4.04   Special Meetings

Special meetings of the membership, Officers or Committees may be called by the Chairperson or by majority vote of the Officers as deemed necessary.  Notification shall be the same as in Section 4.02 above.

Section 4.05   Meeting Agenda

Subject to the approval of the Officers, the Secretary shall prepare the agenda for the general and special meetings of the membership.  Any persons may add an item to the agenda by:

submitting the item in writing to the Officers at least seven days in advance of the meeting or,

making a motion to the Officers to add an item to the general or special meeting agendas at those respective meetings.  Adoption of that motion requires a second and a majority vote.

Section 4.06   Quorum

A quorum for any general or special meeting of the Association is five (5) members.

Section 4.07   Attendance

Any general, special, meeting of the officers or committee meeting is open to any and all persons who wish to be heard regarding any item on the agenda.  Only members shall be eligible to vote.  All actions or recommendations of the general or special meeting shall be communicated to all affected parties, including minority opinion reports.

Section 4.08   Meeting Decorum – Roberts Rules of Order

Roberts Rules of Order shall be followed in all areas not covered by the bylaws.

Article V.   Officers

Section 5.01   Description

 The Association shall consist of a:

President

Vice President

Secretary

Treasurer

Sergeant-at-Arms

Section 5.02   Eligibility For Office

Only General Members as defined in Section 3.01a who are members in good standing, as defined in Section 3.04 are eligible for office.

Section 5.03   Terms of Office

Terms of office shall be one year commencing on January 1st to the 31st of December of the calendar year.  Officers shall be eligible to serve a maximum of two (2) consecutive terms following an initial term.  In the event of a lack of nominations, the current Officers may be eligible to be re-elected.

Section 5.04   Office Vacancies

The Association may fill any vacant office by a majority vote of the members present at an official Association meeting.  A member elected to fill a vacancy shall serve the remainder of the unexpired term.  The elected member shall be eligible to be nominated to serve terms of office as defined in Section 5.03.

Section 5.05   Nomination of Officers

The President shall appoint a Nominations Committee of three (3) members to secure nominations for Officers to serve in the succeeding term.  The appointment shall be done in September prior to an election.

Section 5.06   Nominations Committee

The Nominations Committee shall select one of their members to serve as its Presiding Officer.  The Committee shall meet, contact and nominate eligible nominees, as defined in Section 3.01, to serve as Officers of the Association.  The Committee shall submit its nominations report at the Association’s meeting in October prior to an election.  Current Officers shall not serve on the Nominations Committee.

Section 5.07   Election of Officers

Election requires a majority vote of the members present.  Nominees must be present at the meeting in October to accept nomination before being listed on the ballot.  Voting shall be done by secret ballot and will be held in November prior to election.

Section 5.08   President

The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association.  The President shall preside at all meetings of the members.  He/she may sign, with the Secretary or any other proper officer of the Association authorized by the membership, any deeds, mortgages, bonds, contracts or other instruments which the membership authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the membership or by these bylaws or by statute to some other officer or agent of the Association; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the membership from time to time.

Section 5.09   Vice President

In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restriction upon the President.  Any Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the membership.

Section 5.10   Secretary

The Secretary shall keep the minutes of the meetings of the members; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the Association records; keep a register of the post office of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the membership.

Section 5.11   Treasurer

If required by the membership, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the membership shall determine.  He/she shall have charge and custody of and be responsible of all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the membership; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or the membership.

Section 5.12   Sergeant-at-Arms

The Sergeant-at-Arms shall be responsible for the keeping of good order and decorum during the conduct of meetings of the Association.  He/she shall see that the meeting site and location is reserved for use by the Association on the date and time of meetings as required by the officers and the membership.  He/she shall be responsible to ensure that the meeting site or location is properly set with the required numbers of chairs and tables and other equipment as deemed necessary by the officers and the membership for its meetings.  In the event of any emergency, medical or civic, he/she shall have immediate charge for the notification of the proper authorities and for the security of the meeting site.  He/she shall be responsible to ensure that the meeting site is properly secured after all meetings of the membership as may be required and shall be responsible for cessation of any disorderly conduct by members or nonmembers notwithstanding; and in general perform all the duties incident to the office of Sergeant-at-Arms and such other duties as from time to time may be assigned to him/her by the President or the membership.

Article VI.   Committees

Section 6.01   Standing and Special Committees

There may be standing committees as designated by the Officers and Special Committees as may be established by the Officers.  Committees may have at least one of the Officers as a member.

Article VII.   Conflicts of Interest - Officers

Section 7.01   Conflicts of Interest

A transaction in which an Officer may have a direct or indirect conflict of interest may be approved by a vote of the Officers if in advance of the vote by the Officer, all material facts of the transaction and the Officer’s interest are disclosed to all Officers.  A conflict of interest transaction is considered ratified if it receives the affirmation vote of the majority of the Officers who have no direct or indirect interest in the transaction.  A transaction may not be authorized by a single Officer.  If a majority of the Officers who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum must be present for the purpose of the taking action.  The presence of, or vote cast by an officer with direct or indirect interest in the transaction does not affect the validity of the action taken by the Officers.  The Officer with the direct or indirect conflict of interest may elect to abstain from the voting on the transaction.

Article VIII.   Proposal of Agenda Item

Section 8.01   Method of Proposal

Any persons or group, inside or outside the boundaries of the Association shall propose in writing items for consideration and/or recommendation to the Officers.  The Officers shall decide whether proposed items will appear in the agenda of the Officers, standing or special committees, or general or special meetings.

Section 8.02   Notification of Affected Members

The proponent and members directly affected by such proposal shall be notified in writing of the place, day and hour the proposal shall be reviewed not less than 24 hours in advance.

Section 8.03   Attendance of Proponent

The proponent shall attend this meeting to make a presentation and answer any questions concerning the proposals.

Section 8.04   Recordation

The Association shall record the recommendations and dissenting views in the meeting minutes.

Article IX.   Records

Section 9.01   Minutes of Meetings

The Association shall abide by all the requirements relative to public meetings and public records.  Official action(s) taken by the Association must be on record or part of the minutes of each meeting.  The minutes shall include a record of attendance and the results of any vote(s) and recommendations made along with a summary of dissenting views.  Official records will be kept on file with the Secretary.

Article X.   Non-Discrimination

Section 10.01   Discrimination Prohibited

The Association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income or political affiliation in any of its policies, recommendations or actions.

Article XI.   Amendments to Bylaws

Section 11.01   Amendments – Method

All amendments to these bylaws must be proposed in writing and submitted to members for a reading at the general meeting before voting on their adoption shall proceed at the subsequent general meeting.  Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of 7 days before voting.  Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.

Submitted for review at the association's monthly meeting on May 19, 2011.  Amended Bylaws were approved by the membership at the monthly meeting held at the King Kaumuali’i School Cafeteria on June 16, 2011.