Ocean View Community Association, Inc
The name of the corporation
shall be Ocean View Community Association, Inc.
ARTICLE II
The
objects and purposes of said corporation, whose main office is located at
92-8934 Leilani Circle in Hawaiian Ocean View Estates HI 96737 (mailing
address) P.O. Box 6016 Ocean View, HI 96737 (Hawaii County), is organized
exclusively for charitable purposes within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1986, as now enacted and hereafter amended,
including for such purposes, the making of distributions to organizations that
also qualify as Section 501(c) exempt
organizations. To this end, the corporation shall promote community self-reliance
by providing a non profit tax exempt 501(c)(3) organization to administer
grants and other moneys, enter into contracts with private and governmental
agencies to fill community recreation, education, literary, and infrastructure
needs: some of which are as follows, but not inclusive, subject to, and within
any applicable limitation and restrictions of the laws of said state:
(a) To promote the collective and
individual property and civic interests and rights of all persons, firms and corporations in Ocean
View, Kahuku, District of Ka’u, County and State of Hawaii, designated at Tax Map Key (TMK) 3-9-2 in accordance with
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
(b) To continue to develop and maintain
this community based organization, property, and building in accordance with
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
(c) To exercise any and all powers which
may be delegated to it from time to time by the membership in accordance with
the meaning of Section IRS 501(c)(3) of the Internal Revenue Code of 1986.
ARTICLE III
The
corporation, in its activities, shall be nonpartisan. It shall not by
resolution or otherwise be committed to the support or endorsement of any
candidate for public office.
ARTICLE IV
The
corporation hereby created shall have power to sue and be sued in any court; to
make and use a common seal and alter the same at its pleasure; to maintain
offices at such place or places within County and State of Hawaii or elsewhere
in the United States of America or throughout the world as the board of
directors may deem necessary or expedient for the purposes of the corporation,
provided that the principal office of the corporation shall be in Ka'u, in said
County; to receive, hold, purchase, lease, sell, and convey such real and
personal property as may be required for the purposes of the corporation to
secure any of its debts; to appoint such subordinate officers and employees
with such powers, duties and functions, as the purpose or objects of the
corporation may require and as the board of directors may determine, subject to
its bylaws; to make, amend and repeal bylaws not inconsistent herewith or with
any laws for the management of its property, the admission and classification
of its members, the voting of its members in person or by proxy, the payment of
entrance fees and dues of members, assessments upon its members, the election,
appointment, government and removal of its officers and the regulation of its
affairs, and any other matters which may properly be regulated by the bylaws
under this charter of the laws of the State of Hawaii; and, in addition, shall
have such other powers as shall be necessary, appropriate or incidental to the
exercise of the objects, purposes and powers here-in-above enumerated and such
other powers as shall be expressly given by law to corporations of this
character.
ARTICLE V
All
persons, corporations or associations who may pay the annual dues prescribed by
the bylaws shall, by virtue of such payment, be members of this corporation.
The bylaws may provide for the termination of membership in the corporation for
nonpayment of dues.
ARTICLE VI
The
government of the corporation shall be vested in a Board of Directors, who
shall be members of the corporation, and such officers and committees as said
Board of Directors may appoint in conformity with those articles and with the
bylaws of this corporation. The Board of Directors shall consist of not more
than eleven (11) members who shall be nominated and elected in the manner
prescribed in the bylaws.
ARTICLE VII
The
officers of the corporation shall be a President, a Vice- President, Secretary
and a Treasurer and additional officers as shall be provided in the bylaws. All
officers shall have such qualifications as shall be provided in the Bylaws. All
elective officers shall hold office until their successors are elected and
installed at the annual meeting
ARTICLE VIII
The Articles of Incorporation and the Bylaws of the
corporation may be adopted, amended, or repealed at any time, subject to the
approval of the Director of Regulatory agencies of said State and compliance
with the provisions of law applicable in such cases, by vote (in person or by
proxy) of not less then two-thirds (2/3) of all the then members of the
corporation in good standing present at a meeting duly called and held for that
purpose in the manner required by law and this the articles of incorporation
and bylaws adopted pursuant thereto.
The annual meeting of the members of the corporation shall be held on
the date prescribed in the bylaws, the hour and place to be set by the Board of
Directors.
ARTICLE X
The corporation is not organized for profit and it shall not issue any
stock, and no part of its assets, income, or net earnings shall be distributed
to the members, directors, or officers of the corporation not qualifying as
exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now
enacted or hereafter amended or private persons except the corporation shall be authorized and
empowered to pay reasonable compensation for services actually rendered to the
corporation or allowance for authorized expenditures incurred on behalf of the
corporation and to make payments and distributions in furtherance of the
purpose set forth in Article II hereof.
The property of the corporation shall alone be liable for the payment
of its debts and liabilities, and no members of the corporation shall be liable
for any of such debts and liabilities beyond the unpaid amounts, if any, which
may be owing from such member to the corporation for any fees, dues or
assessments thereto validly levied or assessed against such members pursuant to
this charter and the bylaws of the corporation.
ARTICLE I – ORGANIZATION
Section
1. Title
The
name of this non-profit organization shall be OCEAN VIEW COMMUNITY ASSOCIATION,
INC. (hereinafter referred to as OVCA, as the Association, or as the
Corporation.
Section
2. Purpose.
The
purposes and objects of this Corporation shall be those set forth in its
Articles of Incorporation.
Section
3. Principal Office and Place of
Meetings.
The
principal office and place of meetings shall be at the OVCA Community Center on
Leilani Circle or at such other place on the island of Hawaii as the Board of
Directors from time to time shall determine.
Section
4. Seal.
The
seal of the Corporation shall be circular in form and shall bear the name of
the Corporation and such other words, devices and inscriptions as the Board of
Directors from time to time shall prescribe.
ARTICLE II – MEMBERS
Section
1. Qualification of Members:
Membership
in the Corporation shall be available to all individuals interested in the
betterment of the community of Ocean View. An individual may hold only one (1)
membership. When individuals
with children under the age of 18 join OVCA their children shall become members
and shall enjoy all the privileges of "membership" except voting.
Section
2. Dues:
The
annual dues of the Corporation shall be determined by a vote of members present at the Annual Membership
Meeting in January.
Section 3. Non-payment
of Dues.
The
dues of the Corporation entitle members to a full year’s membership, starting
upon receipt of membership application and annual fee by OVCA. Members whose
dues remain unpaid after expiration of the previous year’s membership will have
their membership privileges suspended, including voting rights.
ARTICLE III - MEETINGS.
Section
1. Regular Board Meetings.
The
time and date of these meetings shall be determined by the Board of Directors
and will be so indicated in the Association’s newsletter or posted on the
Corporation’s bulletin board. All regular Board meetings are open to anyone who
may wish to attend.
Section
2. Annual Membership Meeting.
The
Annual Membership Meeting shall be held in lieu of the January Board of
Directors meeting. At the Annual Membership Meeting the President, the
Treasurer and the Standing Committee’s shall make their annual report. After
all reports have been given the new Officers and Board of Directors shall be
installed, and all the books and records of the outgoing officers shall be
turned over to their successors. All Committee records shall be turned over to
the newly installed President. The newly seated President shall appoint
Chairpersons to the respective Standing Committees. A General Membership
Meeting shall be held in lieu of the July Board of Directors meeting. Up to
three General Membership meeting per year may be held.
Section 3. Special
Meetings.
Special
meetings of the members of the Corporation may be held at any time upon the
call of the President, or upon the call of a majority of the Board of
Directors, or upon the written request of twenty-five (25) members of the
Corporation, for the transaction of such business as may be specified. Written
notice, indicating the purpose, place, day and time of meeting, posted on the
OVCA bulletin board, and notification by telephone, or in person shall be made
to each Board Member, at least five (5) days prior to any special meeting. If notice is given pursuant to the
provisions of this section, the failure of any member to receive actual notice
of meeting shall in no way invalidate the meeting or any proceedings.
Section
4. Procedure.
In matters of procedure
not covered by these Bylaws, Roberts Rules of Order Newly Revised shall apply.
Section
5. Quorum.
A
simple majority of OVCA members represented in person or by absentee ballot at
the Annual Membership Meeting shall constitute a quorum. A quorum having been established, the
concurring vote of a majority of the Board members represented in person shall
be valid and binding upon the Corporation, except as otherwise provided by law
or by these By-laws or by the Articles of the Corporation.
Section 6. Voting.
Each
member in good standing for a minimum of 30 calendar days shall be entitled to
one vote.
Section 1. Composition.
A.
There shall be a Board of Directors of the Corporation consisting of the
following: Up to Seven (7) Directors including four (4) Officers.
B. All Directors shall be
members of the Corporation for at least six (6) months at the time they assume
office.
C.
No two members of the same family shall serve on the Board of Directors at the
same time. "Same family" is defined as Husband/Father, Wife/Mother,
Sons(s)/Daughter(s) or any combination thereof residing in the same household.
D.
Any Board Member having served two consecutive terms (four consecutive years)
shall be ineligible for at least one year.
E.
Directors shall be of sound moral character.
Section 2. Powers.
The
Board of Directors shall manage the property and business of the Corporation
and shall have and may exercise all of the power of the Corporation except as
otherwise reserved herein or as may be conferred from time to time by law or by
the Articles of Corporation and any amendments to the Bylaws.
Section 3. Election.
All
Board members are considered Directors. All Directors shall be elected for a
term of two years by the membership of the Corporation at the November regular
Board meeting. Immediately following the election the newly elected Directors
and those Directors who will continue into the next fiscal year will elect four
(4) Officers from within this Board. Any Director/Officer ending their term on
the Board shall not vote. All newly
elected Board of Directors shall take office in January at the annual
membership meeting. Board members who are elected as Officers shall serve a one
(1) year term in that capacity. Officers shall be elected annually. Any vacancy
occurring in the Board of Directors may be filled by an appointment by the
President with the approval of the Board of Directors within thirty (30) days.
Such Director shall serve for the rest of the predecessor’s term.
Section
4. Emergency Meetings.
Emergency
meetings of the Board of Directors may be called at any time by the President
when in the judgment of the President an emergency exists requiring Board
action before the expiration of the customary five (5) day notice. He may call
the Board into emergency session, in which case he shall exercise due diligence
in notifying all Board members, orally or in writing. And before any business
is conducted the President shall state the reason for the call, and the meeting
shall not proceed unless a majority of those Directors present constituting a
quorum votes to make the meeting official.
Section 5. Quorum.
A majority of the members of the Board of Directors shall constitute a quorum to transact business. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is a quorum present at the meeting.
Section 6. Adjournment.
In
the absence of a quorum at the date, time and place of a meeting duly called,
and at any meeting duly called and held, the presiding officer or a majority of
the Board of Directors present may adjourn the meeting from time to time
without further notice and may convene or reconvene the meeting when a quorum
shall be present.
Section 7. Absence of Directors.
Any
Director who is absent from three (3) consecutive, absences without written
notice to the Board of Directors shall be subject to dismissal.
Section 8. Proxy Vote.
A
director who is unable to attend a Board meeting may give their proxy vote to
another Board Member, such proxy vote indicating the absent director’s vote on
all or specific issues.
Section 9. Removal for Cause.
The
Board of Directors shall remove, by resolution, any Director, Officer,
employee, or agent of the Corporation for cause. Cause specifically includes,
but is not limited to. Failure in the duties of Care, Loyally, Obedience,
and/or breaches of Fiduciary responsibility. Removal of a Director or
Officer by resolution shall create a vacancy which shall be filled as provided
in these Bylaws.
Section
10. Resignations.
All
elected and appointed persons who resign must submit said resignations in
writing to the Board of Directors for disposition.
ARTICLE V - OFFICERS
Section 1. Appointment
and Term.
The
officers of the Corporation shall consist of a President, a Vice-President, a
Secretary and a Treasurer. Each of shall hold office during the next fiscal
year (January through December). All officers shall be members of the
Corporation for at least six (6) months at the time they assume office. Any
officer having served two consecutive terms in the same office shall be
ineligible for re-election to that office for at least one year, unless there
is no other Board Member willing to serve in that office. A vacancy in any
office shall be filled by appointment by the President within thirty (30) days
with the approval of the Board of Directors. A vacancy in the office of
President shall be filled by an election of the Board of Directors. An Officer
appointed to fill a vacancy shall serve the remainder of his predecessor term.
The President must have served at least one (1) term on the Board as an Officer
or Director.
Section 2. Subordinate Officers, Agents and
Employees.
The
Board of Directors may appoint or employ such subordinate officers, agents
and/or employees as needed, who shall hold their positions at the pleasure of
the Board of Directors and who shall have such powers and duties as may be
assigned to them by the Board of Directors.
Section 3. Personal Endorsement.
No
individual may represent the Corporation without prior approval of the Board of
Directors.
Section
4. Compensation.
To the extent permitted by
the articles of incorporation, reimbursement of actual expenses, if any to be
paid any officer, subordinate officer, agent or employee shall be determined by
the Board of Directors.
Section 5.
Bonds.
Any
Director may be required by the Board to be bonded by a surety company in such
sum as the Board recommends. This bond shall be at the expense of the
Corporation.
Section
1. Standing Committees.
There
shall be three (3) Standing Committees: Finance, Building Use and Nominating.
Section
2. Special Committees.
The
President may create such Special Committees as seems necessary. Special Committees
Chairpersons shall be approved by the Board of Directors.
Section 3. Committee
Budgets.
All
outgoing committee Chairpersons shall submit at the December Board Meeting, a
budget for the committee for the following year.
ARTICLE VII - PRESIDENT.
Section
1. Powers and Duties.
The
President shall preside at all meetings of the members of the Corporation and
of the Board of Directors. Subject to the control of the Board of Directors, he
shall be the Chief Executive and Administrative Officer of the Corporation. He
shall appoint all Standing, Special and Temporary Committees. He may serve as a
member ex officio, without the power to vote, of any committees. The President
shall report and explain any change in chairmanship of any committee to the
Board of Directors. The President shall keep the Vice-President apprised of all
corporation matters in detail prior to each Board meeting. He shall report upon
the affairs and activities of the Corporation annually at the Annual Meeting of
the members. He shall perform such other duties as are incidental to his
office, as the Board from time to time may properly require, or as may be
specified in these Bylaws.
ARTICLE VIII - VICE-PRESIDENT.
Section 1. Powers and
Duties.
The
Vice-President shall assume and perform the duties of the President in the
temporary absence or disability of the President. The Vice-President shall have
such other powers and duties as may be given him from time to time by the
President.
ARTICLE IX - TREASURER.
Section 1. Powers and
Duties.
The
Treasurer, except as the Board of Directors may otherwise order and direct from
time to time, and subject to its control at all times, (1) shall have charge of
the financial affairs of the Corporation and have the care and custody of its
monies and funds; (2) shall keep full and accurate books of account of the
Corporation's transactions and business, which books shall remain the property
of the Corporation; (3) shall deposit to the credit of the Corporation all
monies and funds of the Corporation in such bank or banks or other depositories
as the Board of Directors shall designate; (4) shall pay our and disburse funds
so deposited in the general course of business under the authority of the Board
of Directors after disbursements have been approved by the President and
responsible committee chairman; (5) shall receive all monies and funds, sign
all receipts and vouchers, and endorse for collection or deposit all notes,
checks, drafts and similar commercial instruments payable to the Corporation or
its order; (6) shall make and render to the proper municipal, state, federal
and other government officials all exhibits, returns and reports required by
law; (7) shall make and render to the Board of Directors such reports and
financial statements as it may request; (8) shall upon request exhibit to the
members of the Corporation and to the Board of Directors all pertinent books,
accounts, records and evidence therefore kept by him; (9) and shall have such
other powers and duties as may be incidental to the office of Treasurer
elsewhere given to him by law or in these Bylaws and as may be assigned to him
from time to time by the Board of Directors. The Treasurer shall also serve as
an ex-officio member, without power to vote, of the Finance Committee. the
Treasurer shall make an annual report to the members of the Corporation.
ARTICLE X - SECRETARY.
Section
1. Powers and Duties.
The Secretary shall attend
and keep the minutes of all meetings of the members of the Corporation and
meetings of the Board of Directors. The Secretary shall obtain timely approval
of all minutes
by
the board and the signature of the president. The signed minutes shall be kept
in a file in the office of OVCA at all times. The Secretary shall perform the duties set forth in the Rules of
Procedure of the Corporation and shall have such other powers and duties as may
be incidental to the office or elsewhere given to him by law or in these Bylaws
and as may be assigned to him from time to time by the President.
ARTICLE XI - AUDITOR.
Section
1. Appointment.
In
years where the Corporation’s income is expected to exceed three hundred
thousand dollars ($300,000), the Board of Directors shall at year-end, contract
with a Certified Public Account (CPA) to audit the financial records of the
Corporation, as required by law.
Section
2. Disqualifications.
No
Director or Officer shall be eligible to serve as auditor of the corporation.
Section
3. Auditor.
When
required by law, the auditor shall have completed an audit by March 31.
ARTICLE XII - EXECUTION OF INSTRUMENTS
Section
1. Authorized Signatures.
All
checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, and all
other instruments shall be signed by such person or persons as shall be
provided by general or special resolution of the Board of Directors, and in the
absence of any such general or special resolution applicable to any such
instrument, then such instrument shall be signed by the President and by the
Treasurer.
ARTICLE XIII - ELECTIONS.
Section
1. Nominations. (September)
The Nominating Committee
shall present its proposed slate of candidates at the September Board meeting. After the nominations and are
made by the Nominating Committee are entered, the President shall call for
nominations from the floor, with the consent of the nominee, and such
nominations shall be recorded by the Secretary. All nominees shall be members
of the Corporation and subject to the applicable provisions of Article IV -
Section 1, and Article V - Section 1.
Section
2. Balloting. (November)
Following
the September Board meeting, the Secretary shall insure that all nominee's
names appear on a printed ballot in alphabetical order. Voting shall be in
person at the November Board meeting or by absentee ballot. Voting may be done
in any of the following ways:
1. The Secretary shall furnish ballots to members present at the
meeting in November.
2. A ballot printed in the OVCA newsletter may be used as an absentee
ballot and shall be counted upon verification that the ballot is from a member
in good standing.
3. A ballot will be accepted via the OVCA Web Site, via OVCA email, or by fax upon verification
that the ballot is from a member in good standing.
4. The Secretary shall furnish absentee ballots, and pre-addressed
return envelopes, marked "Ballots only" if requested. Absentee ballots must be received prior to
the date of the November Board
Meeting. Tellers shall be appointed to
count regular and unopened absentee ballots. Ballots shall be counted and results announced
immediately. Re sults will be
determined by plurality A copy of the verified results shall be filed with the
Secretary. All ballots shall be
retained in office for 3 months.
Section
3. Tied Vote.
In
case of a tied vote in an election, the Board of Directors shall cast a
tie-breaking vote.
ARTICLE XIV - RECORDS
Section
1. Keeping of Records.
Each
Officer and Committee Chairperson shall keep accurate records of his work and
shall turn them over to his successor at the Annual Meeting. The written
reports of all Officers and Committee Chairpersons shall be filed with the
Secretary and shall become permanent records of the Corporation.
Section
2. Treasurer's Records.
The
Treasurer's books shall be audited as
required by law. At the Annual Meeting he shall turn over to his successor all
funds, securities and records and take a listed receipt therefore. The records
of the Treasurer shall be open to reasonable inspection by any member of the
Corporation. All records shall be maintained in OVCA's office.
Section
3. Secretary's Records.
The
records of the Secretary shall be open to reasonable inspection by any member
of the Corporation and a copy signed by the President shall be on file at the
OVCA corporate office at all times. All records of the Corporation shall be
transferred to their respective successors at the annual meeting, and are to be
maintained in files provided at the OVCA office.
Section
4. Communication Responsibility.
A
copy of any and all correspondence of any sort or kind made in the name of the
Corporation by a member, by a committee chairmen or any other persons, or a
written reports of telephone calls in the name of the corporation
shall be filed with the Secretary. Failure to so file invalidates the
correspondence or telephone call and relieves the Corporation of responsibility.
Section
5. Compliance.
It
shall be the responsibility of the President, in cooperation with the
Secretary, to exercise all due diligence to insure compliance with the
provisions of these Bylaws concerning records.
ARTICLE XV - FISCAL YEAR.
Section
1. Fiscal Year.
The
fiscal year of the Corporation shall begin on January 1 and end on December 31.
ARTICLE XVI - AMENDMENTS OF BYLAWS.
Section
1. Procedure.
These
Bylaws may be altered, amended, added to or repealed by an affirmative vote of
no less than two-thirds (2/3) of all members voting in person or by absentee
ballot at any meeting of the members of the Corporation if notice of the
proposed amendments shall have been given in the call for such meeting.
Absentee ballots will be accepted via the OVCA Web site, via OVCA email, or by
fax upon verification that the ballot is from a member in good standing. Thirty
(30) days notices must be given to all members in good standing before any vote
for amendments to the by-laws takes place.
ARTICLE XVII - DISSOLUTION.
Section
1. Dissolution.
In
the event that this organization should be dissolved the Board of Directors
shall designate a 501(c)(3) nonprofit, or a County, State, or Federal
government entity in the State of Hawaii to receive all assets.
Section
2. Dissolution Process
No dissolution action shall occur without approval by the entire Board of Directors, and without an affirmative written vote by no less that two-thirds (2/3) of all members voting in person or by absentee ballot at a meeting called specifically for the purpose of dissolution of the corporation. Absentee ballots will be accepted via the OVCA Web site, via OVCA email, or by fax upon verification that the ballot is from a member in good standing. Sixty (60) days notice must be given to all members in good standing before any vote for dissolution takes place.
NOTE: Last change
approved by the membership at a special meeting November 2003.