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ARTICLE 7. BOOKS AND RECORDS.
7.01. Books and
Records. The Corporation shall keep adequate and correct books and
records of account and minutes of the proceedings of the Board of Directors
and committees of the Board of Directors.
7.02. Form of
Records. Minutes shall be kept in written form. Other books and
records shall be kept either in written form or in any other form capable
of being converted into written form. If any record subject to inspection
pursuant to the Hawaii Nonprofit Corporation Act is not maintained in
written form, a request for inspection is not complied with unless and
until the Corporation, at its expense, makes such record available in
written form.
7.03. Annual
Report.
A. The Board of Directors shall cause an annual report (hereinafter the
"Annual Report") to be sent to the Directors and members no later than one
hundred twenty (120) days after the close of the Corporation's fiscal year.
The Annual Report shall contain in appropriate detail the following:
(1) The assets and liabilities of the Corporation as of the end of the fiscal
year:
(2) The principal changes in assets and liabilities during the fiscal year;
(3) The revenue or receipts of the Corporation during the fiscal year;
(4) The expenses or disbursements of the Corporation during the fiscal year;
(5) Any amounts paid to any Directors; and
(6) Any other information appropriate to explain or describe the foregoing.
B. The Annual Report shall be accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized
officer of the Corporation that such statements were prepared without audit
from the books and records of the Corporation.
7.04. Documents.
A. The most current financial statement of the Corporation and the minutes
of the most recent meeting of the Board of Directors (other than minutes
of executive sessions) shall be made available for examination by any member
at no cost during reasonable hours, at a location designated by the Board.
B. The approved minutes of other meetings of the Board, other than executive
sessions, and the approved meetings of the Corporation for the current and
prior year, shall be made available for examination by members during reasonable
hours at a location designated by the Board. Copies of those meeting minutes
shall be provided to any member upon the member's request if the member
pays a reasonable fee for duplication, postage, stationery, and other administrative
costs associated with handling the request.
C. Financial statements, general ledgers, accounts receivable ledgers, accounts
payable ledgers, check ledgers, insurance policies, contracts, invoices
of the Corporation for the current and prior year, and any documents regarding
delinquencies of ninety (90) days or more, shall be made available for examination
by members at reasonable hours at a location designated by the Board; provided
that members shall pay for all costs associated with the examination of
documents. Copies of these documents shall be provided to any member upon
the member's request if the member pays a reasonable fee for duplication,
postage, stationery, and other administrative costs associated with handling
the request.
D. Members may view proxies, tally sheets, ballots, members' check-in lists,
and the certificates of election, if any, for a period of thirty (30) days
following any Corporation meeting; provided that members shall pay for all
costs associated with the examination of the documents. Proxies and ballots
may be destroyed following the thirty-day period. Copies of tally sheets,
members' check-in lists, and the certificates of election from the most
recent Corporation meeting shall be provided to any member upon the member's
request if the member pays a reasonable fee for duplication, postage, stationery,
and other administrative costs associated with handling the request.
E. Members may file a written request with the Board to examine other documents
of the Corporation. The Board shall give written authorization, or written
refusal with an explanation of the refusal, for the examination within sixty
(60) calendar days of receipt of the request. The Board may condition its
approval of any such request upon payment of reasonable fees. Without limitation,
books and records kept by or on behalf of an Corporation may be withheld
from inspection and copying to the extent that they concern:
(1) Personnel records;
(2) An individual's medical records;
(3) Communications which are privileged because of attorney-client privilege
or any other applicable privilege of the Corporation;
(4) Complaints against an individual member of the Corporation;
(5) Any records, the release of which could be a violation of any law, ordinance,
rule, or regulation; or
(6) Similar records.
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