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Ka'u Rural Health Association
Article
I: Name and Mission
Article II: Offices
Article III: Dedication of Assets
Article IV: Eligibility for Membership
Article V: Membership Meetings
Article VI: Board of Directors
Article VII: Officers
Article VIII: Executive Director
Article IX: Executive Committee
Article X: Committees
Article XI: Contracts, Checks, Deposits and Funds
Article XII: Bonding, Loans, Audit and Disqualifications
Article XIII: Books and Records
Article XIV: Fiscal Year
Article XV: Waiver of Notice
Article XVI: Amendments
SECTION 1. The name of the corporation shall be Ka’u Rural Health Community Association, Inc.
SECTION 2. The Corporation is a community based non-profit membership organization whose mission is to support and promote community empowerment, capacity building, collaborative partnership and a healthy community through education and economic development opportunities that improve the quality of life in rural communities.
The principal office of the Corporation shall be located in Pahala, County of Hawai’i, State of Hawai’i. The Corporation may have such other offices within the State of Hawaii, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
ARTICLE III
DEDICATION OF ASSETS
SECTION 1. The properties and assets of this non profit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director or officer of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization and dedicated to charitable purposes which has established its tax-exempt status under Internal Revenue Code Section 501 (c) 3.
ARTICLE IV
ELIGIBILITY FOR MEMBERSHIP
SECTION 1. Any adult person or partnership, corporation or other organization interested in advancing the goals and purposes of the Corporation shall be eligible for membership. All membership application shall be subject to review and acceptance by the Board of Directors of the Corporation.
SECTION 2. CLASSES OF MEMBERS. The Corporation shall have two (2) classes of members. The designation of such classes and the qualifications and rights of the members of each class shall be as follows:
A. REGULAR MEMBERS. All regular members in good standing shall be entitled to vote on any matter submitted to vote of the membership, and, also, be entitled to hold office and to serve as a member of the Board of Directors.
B. HONORARY MEMBERS. Honorary membership may be bestowed by the Board of Directors upon any person or organization who has made substantial contributions of moneys, time, effort and/or services to advance the goals and purposes of the Corporation. Honorary Members shall be entitled to all rights enjoyed by the
Regular Members save and except for the right to vote and the right to serve as an officer or director of the Corporation. No dues shall be required of an Honorary Member.
SECTION 3. APPLICATION FOR VOTING MEMBERSHIP. Applications for voting memberships shall be signed and submitted to the Secretary of the Corporation on a written form prescribed and approved by the Board of Directors. The Secretary shall transmit such applications in order to determine the applicant’s eligibility for membership. Membership shall be conferred upon the applicant by a simple majority of the votes cast at a regular or special meeting of the Board of Directors.
SECTION 4. DUES. The Board of Directors may establish and assess such annual dues upon its membership. The dues shall cover the period of the Corporation’s fiscal year; provided, however, that if any new member shall join the Corporation after April 1st of any year, then the annual dues shall cover the period to the end of the next fiscal year.
SECTION 5. TERMINATION OF MEMBERSHIP. Any member may be terminated from voting membership for failure to abide by the terms and conditions of the corporation by an affirmative vote of a majority of all members of the Board.
SECTION 6. RESIGNATION. Any member may resign by filing a written resignation with the Secretary. Such resignation shall specify the effective date thereof. Members who resign from membership shall not be entitled to any refund of dues.
SECTION 7. NON-TRANSFERABILITY OF MEMBERSHIP. Membership in the corporation shall not be transferable or assignable.
SECTION 1. ANNUAL MEETING – GENERAL MEMBERSHIP. An annual meeting of the Corporation membership will be held at a time and place to be determined by the Board of Directors. The purposes of such a meeting will be to elect the Board of Directors and for the transaction of all such other business as may come before the membership.
SECTION 2. REGULAR MEETINGS. Regular meetings of the membership may be established at such times and places as the members may by vote determine; and when such meeting or meetings shall be so determined, no further notice thereof is required.
SECTION 3. SPECIAL MEETINGS. Special meetings of the membership for any purpose or purposes whatsoever, may be called at any time by any four or more members of the Board of Directors, either at their own request or upon written petition by at least five (5) active members.
SECTION 4. NOTICE OF MEETINGS. Notice of the place, day, and hour of any general or special meeting shall be given, either personally or by mail, to all of the members entitled to vote on the matter or matters to be discussed at the meeting. The notice for each general meeting shall be given not less than seven (7) days nor more than thirty (30) days before the date of the meeting. The notice for each special meeting shall be given not less than forty-eight (48) hours before the time of the meeting and shall state the purpose for which the meeting is called. If the notice is in writing, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the members at the member’s address as it appears on the records of the Corporation, with postage thereon prepaid.
SECTION 5. QUORUM. Ten percent (10%) of active members, present in person or represented by proxy, shall constitute a quorum at such meeting except as may otherwise by required by law. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting, who are entitled to vote and voting on any mater shall be the act of the members, unless the vote of a greater number or voting classes is required by either Hawaii Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.
SECTION 6. PROXIES. Every member entitled to vote may do so by written proxy. Proxies must be written and filed with the Secretary twenty-four (24) hours prior to the meeting. A record of all proxies shall be maintained. No proxy shall be valid for more than one meeting.
SECTION 7. VOTING. Persons entitled to vote at any meeting of members shall be members as of the date preceding the date notice is given in accordance with these bylaws. At every meeting of the members of the corporation, each member shall be entitled to one vote in person or by proxy.
SECTION 8. RULES OF ORDER. Conduct of general membership meetings shall be covered by Robert’s Rules of Order except when such Rules would conflict with the articles of incorporation, bylaws, or any resolution of the membership.
SECTION 1. GENERAL POWERS. Subject to the provisions of the Hawaii Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised, by or under the direction of the board of directors. The Board of Directors shall elect the officers of the Board.
SECTION 2. ELIGIBILITY. In order to be nominated for, or hold office on the Board of Directors, the individual must be a member of the Corporation as defined in Article V. Any member 18 years or older and of good character may be nominated to serve as a director by a director or member in good standing, or by a nominating committee of the board.
SECTION 3. NUMBER AND TERM OF OFFICE. There shall be no less than three (3) and no more than nine (9) Board of Directors. At the first annual meeting of members and at every second annual meeting thereafter, each director, including a director elected at any special members’ meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. There shall be no limit to the number of consecutive terms a director may serve.
SECTION 4. MEETINGS. The Board of Directors of the corporation may hold regular and special meetings. Regular meetings shall be held not less than six (6) times a year. The Board of Directors may establish regular meetings to be held in such places and at such times as the Board of Directors may from time to time by vote determine, and when such meeting or meetings shall be so determined, no further notice thereof shall be required. Special meetings of the Board may be called by three or more Directors. Notice of the time and place for special meetings shall be given to each Director either by personal delivery or by mail, phone or fax at least twenty-four (24) hours before the meeting. All Board of Directors meetings shall be open to the public, except for special Executive Sessions called for legitimate purposes.
SECTION 5. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings. Such consent shall have the same force and effect as a unanimous vote of the Board.
SECTION 6. VACANCY WITHOUT MEETING. Any action required
or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if all members of the Board consent thereto
in writing, setting forth the action so taken, and the writing or writings
are filed with the minutes of the proceedings. Such consent shall have
the same force and effect as a unanimous vote of the Board.
SECTION 7. REMOVAL. Any member of the Board of Director may be removed
by two thirds (2/3) of the Board whenever, the Board shall determine
the removal to be in the best interests of the corporation.
SECTION 8. QUORUM. At all meetings of the Board, a majority of the voting members thereof shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
SECTION 9. PROXIES. Voting by written proxy shall be permitted at any meeting of the Board of Directors or at the meetings of any committee, boards or bodies created by the Board of Directors.
SECTION 10. MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.
SECTION 11. COMPENSATION. Directors shall not receive any compensation for their services; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
SECTION 1. OFFICERS. The officers of the Board of Directors shall be a president, a vice president, a secretary, a treasurer and a sergeant-at-arms.
SECTION 2. ELECTION AND TERM OF OFFICERS. Officers shall be elected by a majority of the Board of Directors at their first regular meeting after the annual membership meeting. The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.
SECTION 3. REMOVAL. Any officer elected or appointed by the Board may be removed by the Board whenever the Board shall determine the removal to be in the best interests of the corporation.
SECTION 4. VACANCIES. A vacancy in any office because of the death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. DUTIES. Officers shall have the poser to perform duties and responsibilities, incumbent upon the office of like nature in similar corporations, subject to these Bylaws and such regulation as may be provided.
SEDTION 5 (a). PRESIDENT. The President shall preside at all meetings of the members, the Board and Executive Committee, sign all legal documents of the Corporation as authorized by the Board and have other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
SECTION 5 (b). VICE PRESIDENT. The Vice President of the Board shall possess the powers and discharge the duties of the President in the latter absences or disability. The Vice President shall serve as chairperson of one of the Standing Committees with the exception of the Nomination Committee.
SECTION 5 (c). TREASURER. The Treasurer shall be the chief financial officer of the corporation and shall attend to the following; Books of Account, deposits and disbursement of money and valuables, and an account of all transactions as chief financial officer and of financial report to the members at the annual membership meeting as prescribed by the Board of Directors or the Bylaws. The Treasurer shall also have such other duties as may be assigned by the membership or the Board of Directors.
SECTION 5 (d). SECRETARY. The Secretary shall record and maintain in good order Minutes of all meetings and all records and correspondence of the corporation. The Secretary shall give, or cause to be given, notice of all meetings of members and Directors, and all other notices required by law or by these Bylaws, and in case of absence or refusal or neglect to do so, any such notices may be given by any person thereunto directed by the President, or by the Board of Directors, or members, upon whose requisition the meeting is called as provided in these Bylaws. The Secretary shall also, have such other duties as may be assigned by the membership or the Board of Directors.
SECTION 5 (e). SERGEANT AT ARMS. The Sergeant at Arms shall keep peace and order at all meetings of this corporation. The Sergeant at Arms shall also have such other duties as may be assigned by the membership or the Board of Directors.
SECTION 5 (f). TEMPORARY OFFICERS. In case of the absence or disability of any officer of the corporation and of any person authorized to act in his or her place during such periods of absence or disability, the President may from time to time delegate the powers and duties of such officer to any other officer or any other member.
ARTICLE VIII
EXECUTIVE DIRECTOR
SECTION 1. EXECUTIVE DIRECTOR. The Board of Directors of the corporation shall employ an Executive Director who shall function as the General Manager of the corporation, and shall manage the corporation in the administration and daily functions of its business. The Executive Director, shall be responsible to and governed by the Board of Directors’, shall report to and advise the Board on all significant matters of the corporation’s business and shall see that all orders and resolutions of the board are carried out.
The Executive Director shall be responsible for the hiring and firing of all personnel of the corporation, other than the officer or officers elected by the Board, and shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives and goals, and for implementing any personnel policies adopted by the Board. The Executive Director shall be authorized to enter into contracts, and may sign contractual documents of the corporation as authorized by the Board.
ARTICLE IX
EXECUTIVE COMMITTEE
SECTION 1. MEMBERSHIP. The Executive Committee shall be composed of the Officers and the Chairman of all Standing Committees.
SECTION 2. EX-OFFICIO MEMBER. The Corporation’s President shall be the presiding Officer of the Executive committee and may vote to break ties in the transaction of business.
SECTION 3. DUTIES. The Executive Committee shall act for the Board of Directors between Board Meetings, but shall not have the power to reconsider or reverse action of the policy of the Board.
SECTION 4. MEETINGS AND QUORUM. The President of the Board of Directors may call meetings at any time, and a majority of the Executive Committee shall constitute a quorum.
SECTION 5. REPORTS. The Executive Committee shall report all of its actions to the regular meetings of the Board of Directors which, when approved, shall become action of the Board.
SECTION 1. COMMITTEES. The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more committees, which shall to the extent provided in said resolution, have and exercise the authority of the Board of Directors in the management of the corporation. Other committees not having and 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 upon them by law.
ARTICLE XI
CONTRACTS, CHECKS, DEPOSITY AND FUNDS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, of the Corporation to enter into any contract and execute and deliver any instrument in the name of or on behalf of the Corporation within the provisions of these Bylaws. Such authority may be general or may be confined to a specific instance or transaction.
SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orde3rs for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution by the Board of Directors.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited in one or more federally insured savings and checking accounts at such banks, trust companies and other depositories as shall be selected by the Board of Directors.
SECTION 4. WITHDRAWLS. The Board of Directors shall designate the persons who shall be authorized to make withdrawals from the various checking and savings accounts of the corporation.
SECTION 5. REVENUE. The Board of Directors may accept in the name of, and on behalf of, the Corporation, any contribution, gift, grant, contract bequest or device for any purpose of the Corporation. Any revenue generated by the Corporation shall become the property of the Corporation and shall be deposited accordingly. All gifts will be accepted within boundaries of the appropriate ethics as established by the Board of Directors.
ARTICLE XII
BONDING, LOANS, AUDIT and DISQUALIFICATIONS
SECTION 1. BONDING. All officers and other persons authorized to handle or disburse the funds of the Corporation may, at the discretion of the Board of Directors, be bonded at the expense of the Corporation in such amount as the Board may determine to be adequate for the protection of the Corporation.
SECTION 2. LOANS. No loans shall be made by the Corporation to its directors or officers.
SECTION 3. AUDIT. An annual audit of the records of the corporation shall be ordered by the Board of Directors if such an audit is required by law, or as a condition of the corporation’s participation in, or qualification for, any grant, loan, program, or subsidy. Otherwise, the Board of Directors shall be authorized, but not compelled, to audit the records of the corporation from time to time.
SECTION 3 (a). DISQUALIFICATIONS. No Director, Officer, staff member or committee member, of the corporation shall be eligible to serve as auditor of the corporate records.
ARTICLE XIII
BOOKS AND RECORDS
SECTION 1. RESPONSIBILITY. The Secretary and the Treasurer shall each be responsible for assuring that correct and complete books and records of the Corporation are maintained. The Corporation will keep a complete record of proceedings of meetings of the Board of Directors and all committees. The Board of Directors shall be responsible for assuring the accuracy of all records.
SECTION 2. LIABILITY LIMITS. The Directors of the Corporation shall enjoy the greatest limitation on individual liability that may be authorized under Hawaii State Law, provided, however, that this limitation shall not eliminate or limit the liability of a Director for acts or omission that involve intentional misconduct by a director, or a knowing violation of law.
SECTION 3. INSPECTION RIGHTS. The Corporation shall keep at its principal executive office the original or copy of the Articles of Incorporation and Bylaws as amended to date which shall be open to inspection by the members at all reasonable times during office hours.
SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
SECTION 1. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of applicable statutes, Bylaws or articles of incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Signing an approval of any minutes or resolution of any meeting of the Board of Directors shall be deemed a waiver of notice thereof. Audio tapes of telephoned waivers shall be deemed a valid waiver of notice thereof.
These Bylaws may be amended by a majority of Board of
Directors at any of its regular or special meetings, 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.