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Oahu Rural Health Association
Article
I: Name
Article II: Office
Article III: Purpose
Article IV: Membership
Article V: Directors
Article VI: Officers
Article VII: Contracts
Article VIII: Robert's Rules of Order
Article IX: Execution of Instruments
Article X: Fiscal Year
Article XI: Corporate Seal
Article XII: Nonprofit
Article XIII: Dissolution
Article XIV: Indemnification
BYLAWS OF
O’AHU RURAL HEALTH ASSOCIATION
This organization shall be known as O’ahu Rural Health Association.
The location of the principal office of this organization shall be determined by the Board.
The overarching purpose of this organization is set forth in its vision, mission, and guiding principles.
1. Vision
A legacy of healthy, safe, productive rural communities on O’ahu.
2. Mission
O’ahu Rural Health Association will partner and collaborate to promote and advocate healthy, safe, productive rural communities on O’ahu.
3. Guiding Principles
(Refer to themes and concerns expressed at the Strategic Planning Retreat, 2/1/01. See draft vision and mission statements from Group Memory.)
1. Rural O’ahu Defined
The O’ahu Rural Health Association defines rural
O’ahu to be comprised of: Central O’ahu/North Shore, Ko’olauloa,
rural Ko’olaupoko, and the Leeward Coast. Rural Ko’olaupoko
is defined as the Ko’olaupoko area except the communities of Kailua
and Kanehoe.
2. Membership Eligibility
Members of the Association shall be those individuals and organizations having an interest in rural health and wellness on O’ahu, who have complete and signed an application from on file with the Secretary of the Association.
3. Membership Privileges
In voting matters of the general membership, an individual member shall have one (1) vote and an organizational member shall have one (1) vote.
1. Powers and Size
A. Powers – The Board of Directors shall conduct the business of the organization.
B. Size – The Board of Directors shall consist of two (2) representatives from each of the four (4) designated rural areas. Ex-officio Board members will be defined and recruited at the discretion of the Board of Directors.
C. Voting Rights – Each Board Member has one (1) vote. Ex-officio members do not vote.
D. Representation to the Hawai’i Rural Health Association Board – The President and one (1) other member of the O’ahu Rural Health Association Board shall represent the O’ahu Rural Health Association at Hawai’i Rural Health Association Board Meetings.
2. Election
Founding Board Members were nominated at the Association’s founding Strategic Planning Meeting on February 1, 2001. They shall conduct business for not more than two (2) years, at which time an election process will be designed to allow for staggered terms for the Directors.
3. Resignation, Removal and Vacancies
A. Resignation – A Director may resign from office providing notice is given to the Secretary.
B. Removal – A Director may be removed from office by the rural area they represent. Three consecutive unexcused absences from regular Board meetings will result in removal from Board of Directors.
C. Vacancies – The Board of Directors shall fill vacancies of ex officio directors. Appointed Board members shall serve out the terms of those they have replaced.
4. Quorum – A quorum of the Board of Directors shall consist of at least one representative from each designated rural area on O’ahu.
5. Committees – The Board of Directors may from time to time form committees as it deems necessary.
6. Venue – The Board shall meet at the principal office or at such other locations designated by the Board.
1. Officers – There shall be four (4) elected
officers, President, Vice president, Secretary, and Treasurer.
2. Election – The Board of Directors shall elect its own
officers and they shall serve as officers of the organization for a
period of one (1) year.
3. Duties – The duties of the officers shall be those normally
assigned to the particular office.
A. President – The president shall be the principal officer of the organization. In general, the President shall oversee the business and affairs of the organization. The president shall be an ex-officio member of all committees and shall preside over all business meetings of the Board of Directors. The President shall sign all contracts and other instruments authorized to be executed, unless the signing and the execution are expressly delegated by these bylaws or by the Board of Directors, or are required by law to be preformed by some other officer or agent of the organization. The President shall perform such other duties as are incident to the office or required by the Board of Directors.
B. Vice President – The Vice-President shall assist the President and shall be an ex-officio member of all committees. In the absence of the President, the Vice-President shall assume the powers and duties of the President. In case of vacancy in the office of President, the Vice-President shall automatically become President and serve the unexpired term of the predecessor in office.
C. Secretary – The secretary shall (1) keep the minutes of meeting of the Board of Directors, (2) see that all notices of meetings are given as required by law and by these bylaws, (3) ensure proper maintenance of the organization’s records, (4) sign with the president, all contracts and other instruments authorized to be executed, unless the signing and execution are expressly delegated by these bylaws or by the Board of Directors, or required by law to be performed by some other officer or agent of the organization. The Secretary shall perform such other duties as are incident to the office or required by the President.
D. Treasurer – The treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the organization (2) ensure the proper keeping and maintenance of the organization’s books of accounts, (3) assure that all monies and funds of the organization are deposited to the credit of the organization in such banks or other depositories as shall be designated by the Board of Directors, (4) make certain that all payments and disbursements of the organization’s funds are for organizational purposes and as directed by the Board of Directors, (5) see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers, (6) receive all monies and funds paid to the organization, (7) make to the Board of Directors such reports and financial statements regarding the finances of the organization on an interim and annual basis, or as requested by the Board of Directors, (8) in general perform all such duties as are incident to the office of Treasurer and as may be assigned by the President. The organization’s books and accounts shall be open at all times for inspection by any member of the organization and shall be audited from time to time as required by law or as directed by the Board of Directors.
4. Employees – The Board of Directors may from time to time hire employees as the affairs of the organization may require at such salaries and in such terms and conditions as the Board of Directors may determine.
The Board of Directors may authorize any officer or officers, agent or agents, of the Association to enter into any contract and execute and deliver any instrument in the name or on behalf of the Association within the provisions of these bylaws. Such authority may be general or may be confined to a specific instance or transaction.
Robert’s Rules of Order, newly revised, shall govern the proceedings of all meetings of the organization and its constituent parts, except as otherwise provided in these bylaws.
All checks, drafts or other orders of payment of money, notes or other evidences of indebtedness issued in the name of the organization shall be signed by the President and the Treasurer. The Board of Directors may expressly delegate the authority to sign such instruments and other organizational documents to some other officer or agent or agents of the organization. The delegation of authority to sign may be general or confined to specific instances.
The fiscal year of the organization shall be from January 1 to December 31. Project years may vary depending upon the respective funding sources.
The president shall be the keeper of the organizational seal and shall use it on all official documents of the organization.
The organization is not organized for profit and it shall not issue any stock, and no part of its assets, income, or earnings shall inure to the benefit of or be distributed to any of its directors or officers, except that the organization may pay reasonable compensation for services actually rendered to the organization or its program and or projects. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Law, or by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
When the organization ceases to fulfill its stated purposes, the Board of Directors may declare the dissolution of the organization at a Board meeting. The Board of Directors shall vote on the matter. A three-fourths (3/4) vote shall be required to dissolve the organization. Six (6) months after the vote of dissolution and the payment of all known obligations, the Board of Directors shall donate remaining funds and other assets to other non-profit organizations tax-exempt under section 501 (c) (3) of the Internal Revenue Code.
The Board of Directors may authorize the Association to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against a present or former Director, Officer, or employee of the Association in an action brought by a third party against such person to impose a liability or penalty on such person, for an act alleged to have been committed by a person while the Director, officer, or employee, or by the Association, or by both, whether or not the Association is joined as a party defendant, provided, the Board of Director determines in its sole discretion that such Director, Officer, or employee was acting in good faith within, or what he/she reasonably believed to be, the scope of his/her employment or authority, and for a purpose which was, or which he/she reasonably believed to be in the best interest of the Association.
Payments authorized hereunder may include amounts paid and expenses incurred in settling any such action or threatened action, including reasonable attorney’s fees and costs of suit. The term “person” where used herein, shall include the estate, personal representative, heirs, legatees, or devisees of such person.