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TABLE
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ARTICLE 4. DIRECTORS.
4.01. Powers.
Subject to the limitations stated in the Articles, these Bylaws and Hawaii
Revised Statutes ("HRS") Chapter 421, and subject to the duties of Directors
as prescribed by HRS Chapter 421, all corporate powers shall be exercised
by or under the direction of, and the business and affairs of the Corporation
shall be managed by, the Board of Directors. The individual Directors shall
act only as members of the Board of Directors, and individual Directors
shall have no power as such. Without prejudice to the generality of the
foregoing the Board of Directors shall have power and duty:
A. To exercise for the Corporation all powers, duties and authority vested
in or delegated to this Corporation not reserved to the membership by other
provisions of these Bylaws or the Articles;
B. To declare that a board member of the Board of Directors may be removed
for cause by the members of the Corporation in the event such board member
shall be absent from three (3) consecutive regular meetings of the Board
of Directors;
C. To employ and remove all agents, employees, independent contractors or
such other persons as they deem necessary, prescribe their duties and fix
their compensation;
D. To cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the members at the annual meeting
of the members or at any special meeting, when such statement is requested
in writing by members representing one-tenth (1/10) of the voting interests
of the members;
E. To supervise all officers, agents and employees of this Corporation,
and to see that their duties are properly performed;
F. As more fully provided herein,
(1) to prepare the annual budget and the proposed assessment against each
Lot at least sixty (60) days in advance of the Annual Meeting;
(2) to send written notice of each assessment to every Lot Owner subject
thereto at least thirty (30) days in advance of the date when each assessment
is due;
G. To issue, or to cause an appropriate officer to issue, upon demand by
a person, a certificate setting forth whether an assessment has been paid.
A reasonable charge may be made by the Board for the issuance of these certificates.
Such certificate shall be conclusive evidence of any assessment therein
stated to have been paid;
H. To procure and maintain adequate liability insurance, and to procure
adequate hazard insurance on any property owned by the Corporation; and
I. To cause all officers or employees having fiscal responsibilities to
be bonded, as it may deem appropriate.
4.02. Number and
Eligibility of Directors.
A. Regular Members. The
Board of Directors shall consist of at least three (3) but no more than
nine (9) Directors until changed by a Bylaw duly adopted amending this Section 4.02.
The initial number of Directors shall be nine (9) and may be hereinafter
fixed within these limits by the Board of Directors. Every member of the
Board of Directors shall be a member of the Corporation, provided that a
member which is a legal entity may be represented on the Board of Directors
by its duly appointed representative.
B. Ex Officio Members. The
Board may appoint as ex officio members of the Board representatives of
interested organizations or governmental agencies, including but not limited
to: the County of Kauai; the Department of Land and Natural Resources; the
Farm Bureau; the University of Hawaii Agricultural Extension Service; and
the National Resource Conservation Service. Any such ex officio board members
may exercise any of the rights of regular board members except that they
shall have no voting rights.
4.03. Election
and Term of Office.
A. Initial Term. For the
first fiscal year of the Corporation, the Directors shall be as set forth
in the Articles. Thereafter, each Director shall be elected for a term of
one (1) year by a majority of the voting interests of the members at the
Annual Meeting.
B. Regular Term. The term
of a Director shall be one (1) year. A Director shall hold office until
the earlier of (1) the expiration of the term for which such Director was
elected and either such Director's successor is elected and qualified or
the Board of Directors declares such Director's position to be vacant, or
(2) the death, resignation or removal of the Director.
C. Nomination. Nomination
for election to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The Nominating
Committee shall consist of a Chairman, who shall be a member of the Board
of Directors, and two or more members of the Corporation. The Nominating
Committee shall be appointed by the Board of Directors prior to each annual
meeting of the members, to serve from the close of such annual meeting until
the next annual meeting and such appointment shall be announced at each
annual meeting. The Nominating Committee shall make as many nominations
for election to the Board of Directors as it shall in its discretion determine.
Such nominations may only be made by members.
D. Election. Election to
the Board of Directors shall be by written ballot. At such election the
members or their proxies may cast as many votes as they are entitled to
exercise under the provisions of Section 2.06. The persons receiving the
largest number of votes shall be elected.
4.04. Resignation.
Any Director may resign at any time by giving written notice of such resignation
to the President, the Secretary or the Board of Directors of the Corporation.
Such resignation shall take effect at the time specified in the notice;
provided, however, that if the resignation is not to be effective upon receipt
of the notice by the Corporation, the Corporation must accept the effective
date specified. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.
4.05. Removal.
A. No Director may be removed except for good cause shown, and in such case
only by a vote of two-thirds (2/3) of the voting interests of the members.
B. No reduction of the authorized number of Directors shall have the effect
of removing any Director prior to the expiration of such Director's term
of office.
C. If any Director misses three (3) or more consecutive Board meetings without
being excused from attendance by the Board for good cause, such non-attendance
shall be grounds for the good cause removal of that Director under sub-section
4.05.A. above.
4.06. Vacancies.
A. A vacancy in the Board of Directors shall be deemed to exist in case
of the death, resignation or removal of any Director or if the authorized
number of Directors is increased or if the Board of Directors declares vacant
the position of any Director whose term has expired.
B. Vacancies on the Board of Directors may be filled by a majority vote
of the Directors then in office, whether or not less than a quorum, or by
a sole remaining Director. The term of a Director so elected shall be the
unexpired portion of the term of the Director being replaced.
4.07. Annual Meeting.
The annual meeting of the Board of Directors shall be held at such time
and place as the Board shall designate. At such annual meeting, the Board
of Directors shall transact such business as may be appropriate. The first
annual meeting shall take place not later than one (1) year after the date
of the incorporation of the Corporation.
4.08. Regular Meetings.
The Board of Directors may establish the time and place for the holding
of regular meetings of the Board of Directors.
4.09. Special Meetings.
Special meetings of the Board of Directors shall be held whenever called
by the President or any two (2) Directors of the Corporation.
4.10. Place of
Meetings. Meetings of the Board of Directors shall be held at any
place within the State of Hawaii which may be designated in the notice of
the meeting, or, if not stated in the notice or if there is no notice, designated
by resolution of the Board of Directors. In the absence of such designation,
meetings of the Board of Directors shall be held at the principal office
of the Corporation.
4.11. Telephonic
Meetings. Members of the Board of Directors may participate in a
regular or special meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting pursuant to this Section
4.11 constitutes presence in person at such meeting.
4.12. Notice of
Meetings. Reasonable notice of the time and place of all meetings
of the Board of Directors shall be delivered personally to each Director
or sent to each Director by certified mail, return receipt requested, at
least twenty-five (25) days prior to the time of the holding of the meeting.
For purposes of determining whether such twenty-five (25) day requirement
has been satisfied, the day of the meeting and the day notice is given shall
each be counted as one (1) full day regardless of the time of the day the
meeting is held or the notice is given. Each notice shall be deemed given
to a Director when deposited, with postage thereon prepaid, in the United
States post office and addressed to such Director at the address designated
by him or her for that purpose or, if none is designated, at his or her
last known address. Such notice may be given by the Secretary of the Corporation
or by the persons who called said meeting. Such notice need not specify
the purpose of the meeting, unless the meeting is to consider the removal
of a Director or an amendment to the Bylaws, or as may otherwise be required
by these Bylaws. Notice shall not be necessary if appropriate waivers, consents
or approvals are filed in accordance with Section 4.13 of these Bylaws.
4.13. Waiver of
Notice. Notice of a meeting need not be given to any Director who
signs a waiver of notice, or a written consent to holding the meeting or
an approval of the minutes of the meeting, whether before or after the meeting,
or who attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes
of the meeting. Neither the business to be transacted nor the purpose of
any regular or special meeting of the Directors, or of a committee of Directors,
need be specified in any such waiver, consent or approval.
4.14. Action Without
Meeting. Any action required or permitted to be taken by the Board
of Directors may be taken without a meeting, if all members of the Board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such Directors.
4.15. Quorum.
A majority of the authorized number of Directors shall constitute a quorum
for the transaction of business. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum
is present shall be the act of the Board of Directors, unless the Articles,
these Bylaws, or the Hawaii Nonprofit Corporation Act specifically requires
a greater number. In the absence of a quorum at any meeting or the Board
of Directors, a majority of the Directors present may adjourn the meeting
as provided in Section 4.16 of these Bylaws. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding
the withdrawal of enough Directors to leave less than a quorum, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
4.16. Adjournment.
Any meeting of the Board of Directors, whether or not a quorum is present,
may be adjourned to another time and place by the vote of a majority of
the Directors present. Notice of the time and place of the adjourned meeting
need not be given to absent Directors if said time and place are fixed at
the meeting adjourned; provided, however, that if the meeting is adjourned
for more than twenty-four (24) hours, notice of any adjournment to another
time and place shall be given, prior to the time of the adjourned meeting,
to the Directors who were not present at the time of the adjournment.
4.17. Inspection
Rights. Every Director and member shall have the absolute right at
any time to inspect, copy and make extracts of, in person or by agent or
attorney, all books, records and documents of every kind and to inspect
the physical properties of the Corporation.
4.18. Fees and
Compensation. Directors shall not receive any compensation for their
services as Directors. Directors may be reimbursed in such amounts as may
be determined from time to time by the approval of eighty percent (80%)
of the Board of Directors for expenses paid while acting on behalf of the
Corporation; provided, however, that no Director shall be compensated for
travel expenses to attend a Board or membership meeting. Nothing herein
contained shall be construed to preclude any Director from serving the Corporation
in any other capacity as an officer, agent, employee or otherwise, and receiving
compensation therefore, provided disclosure is first made by written report
to the members at the annual meeting, as part of the annual report.
4.19. General
Terms Applicable to Meetings of the Board of Directors.
A. All meetings of the Board of Directors, other than executive sessions
involving pending or threatened litigation between the Corporation and any
member or the Board of Directors and any member, shall be open to all members.
Members who are not on the Board of Directors may participate in any deliberation
or discussion, other than executive sessions, unless a majority of a quorum
of the Board of Directors votes otherwise.
B. The Board of Directors shall meet at least once each year.
C. Minutes of the meetings of the Board of Directors shall include the recorded
vote of each Board member on all motions except motions voted upon in executive
session.
D. The Board of Directors, with the approval of a majority of a quorum of
its members, may adjourn any meeting and reconvene in executive session
to discuss and vote upon matters concerning personnel, litigation in which
the Corporation is or may become involved, or as may be necessary to protect
the attorney-client privilege of the Corporation. The general nature of
any business to be considered in executive session shall be first announced
in the regular session.
E. No Board member shall vote by proxy at Board meetings.
F. A Director who has a conflict of interest on any issue before the Board
shall not be allowed to vote on such issue.
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