BYLAWS OF HANAMA’ULU COMMUNITY ASSOCIATION
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
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
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
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
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
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
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:
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
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
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
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.