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TABLE
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ARTICLE 6. OFFICERS.
6.01. Officers.
The officers of the Corporation shall be a President, a Vice-President,
a Secretary and a Treasurer. The Corporation may also have, at the discretion
of the Board of Directors, one (1) or more additional Vice-Presidents, one
(1) or more Assistant Secretaries, and such other officers as may be appointed
in accordance with the provisions of Section 6.03. One (1) person may hold
two (2) or more offices; provided, however, that the Corporation shall have
at least two persons as officers.
6.02. Election
and Term. The officers of the Corporation shall be chosen by a majority
of the Board of Directors at the Annual Meeting and shall be members of
the Board of Directors.
6.03. Subordinate
Officers, Etc. The Board of Directors may appoint such other officers
as the business of the Corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
required in these Bylaws or as the Board of Directors may from time to time
determine. Such subordinate officers need not be members of the Corporation.
6.04. Resignation.
Any officer may resign at any time by giving written notice to the Corporation,
subject to the rights, if any, of the Corporation under any contract to
which the officer is a party. Any such resignation shall take effect at
the date of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
6.05. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these Bylaws
for regular appointments to such office.
6.06. President.
The President shall, if present, preside at all meetings of the Board of
Directors and otherwise and perform such other powers and duties as may
be, from time to time, assigned to the President or prescribed by these
Bylaws. The President also shall be the General Manager and Chief Executive
Officer of the Corporation and shall, subject to the control of the Board
of Directors, have general supervision, direction and control of the business
and officers of the Corporation. The President shall be ex
officio a voting member
of all the standing committees, including the executive committee, if any,
and shall have the general powers and duties as may be prescribed by the
Board of Directors or by these Bylaws.
6.07. Vice President.
In the absence or disability of the President, the Vice Presidents in order
of their rank as fixed by the Board of Directors or, if not ranked, the
Vice President designated by the Board of Directors, shall perform the duties
of the President, and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President(s)
shall have such other powers and perform such other duties as from time
to time may be prescribed for them respectively by the Board of Directors
or these Bylaws.
6.08. Secretary.
A. The Secretary shall keep, or cause to be kept, a book of minutes in written
form of the proceedings of the Board of Directors and committees of the
Board of Directors. Such minutes shall include all waivers of notice, consents
to the holding of meetings or approvals of the minutes of meetings executed
pursuant to these Bylaws or the Hawaii Nonprofit Corporation Act.
B. The Secretary shall give, or cause to be given, notice of all meetings
of the Board of Directors required by these Bylaws or by law to be given,
and shall cause the seal of the Corporation to be kept in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.
6.09. Treasurer.
A. The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of account in written form or any
other form capable of being converted into written form.
B. The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as may be designated
by the Board of Directors. The Treasurer shall reimburse all funds of the
Corporation as may be ordered by the Board of Directors, shall render to
the President and Directors whenever they request an account of all of the
Treasurer's transactions as Treasurer, and of the financial condition of
the Corporation, and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or by these Bylaws.
6.10. Assistant
Secretary. The Assistant Secretary, if there shall be such an officer,
shall have all the powers and perform all the duties of the Secretary in
the absence or inability of the Secretary to act.
6.11. Compensation.
There shall be no compensation paid to any officer for the performance of
duties described in this Article 6, with the exception of subordinate officers
who are not members and who are hired by the Corporation to perform work
on behalf of the Corporation.
TABLE
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