BYLAWS
of the
ARTICLE I
NAME AND
AFFILIATION
The name of the corporation shall be the UNITED STATES FENCING ASSOCIATION, HAWAII DIVISION and is sometimes referred to in these Bylaws as the “corporation” or as “the Division.” The United States Fencing Association shall hereinafter be referred to as the “USFA.” The Division is a duly chartered, constituent body of the USFA, exercising powers given by and performing duties directed under the USFA, with jurisdiction over the entire State of Hawaii. Despite the foregoing, this Division remains an independent and duly incorporated non-profit organization in the State of Hawaii.
ARTICLE II
PURPOSES
SECTION 1. The
purposes for which the corporation is formed are those set forth in its Articles
of Incorporation, as may be further amended from time to time, and the
corporation shall be operated exclusively in furtherance of said purposes.
To the extent that any inconsistencies exist between the Bylaws and the
Articles of Incorporation, the Articles of Incorporation shall control.
SECTION 2. NON-PROFIT PURPOSE.
(a)
The corporation is not formed for pecuniary or financial gain, and no
part of the assets, income, or profits of the corporation may be distributed to,
or shall inure to the benefit of any director or officer of the corporation,
except to the extent permitted under the laws governing non-profit corporations
for the State of Hawaii.
(b)
No part of the net earnings of the corporation shall inure to the benefit
of any director or officer of the corporation, or any private individual (except
that reasonable compensation may be paid for services rendered to or for the
corporation affecting one or more of its purposes.)
No loans shall be made by the corporation to its directors or officers;
and the directors of the corporation who vote for or assent to the making of a
loan to a director or officer of the corporation, and any officer or officers
participating in the making of the loan shall be jointly and severally liable to
the corporation for the amount of the loan until repayment thereof.
No director or officer of the corporation, or any private individual
shall be entitled to share in the distribution of any of the corporate assets
upon dissolution of the corporation.
(c)
Upon the dissolution of the corporation or the winding up of its affairs,
the assets of the corporation shall be distributed in accordance with Chapter
415B, as amended from time to time.
SECTION 3. NON-POLITICAL.
No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate in or intervene in (including the
publication or distribution of statements) any political campaign on behalf of
any candidate for public office.
ARTICLE
III
PRINCIPAL
OFFICE; PLACE OF MEETING; CORPORATE SEAL
SECTION 1. PRINCIPAL
OFFICE.
The principal office of the corporation shall be maintained at 1431
Hiikala Place, Honolulu, Hawaii 96816
or at such other place as the Board of Directors shall determine. The corporation may also have such other offices in the State
of Hawaii and elsewhere, as the Board of Directors shall determine.
SECTION 2. PLACE OF MEETINGS. All meetings of the members, committees, and/or Board of Directors shall be held at the principal office of the corporation, unless some other place is stated in the call.
ARTICLE
IV
BOARD
OF DIRECTORS
SECTION 1.
ELECTION There shall be a Board of Directors of the
corporation which shall consist of not fewer than three (3) persons and not
greater than twelve (12) persons. The
number of directors for each following fiscal year shall be determined by the
current Board of Directors at its annual meeting.
The current general membership shall elect all of the directors who shall
serve as the Board of Directors for the following fiscal year at its annual
meeting in accordance with Article VII. All
directors so elected shall hold office until the next annual meeting and
thereafter until their successors shall be duly appointed.
The number of directors may be decreased or increased by the Board of
Directors at any special meeting and, in case the number is increased, the
additional directors shall be elected in the manner set forth below.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors for a term of office
continuing only until the next appointment of directors.
No decrease in number shall have the effect of shortening the term of any
incumbent director. Any director
who is unable to attend the meetings of the Board of Directors must notify the
chief executive officer of his/her excused absence.
Any director having three (3) consecutive unexcused absences from
meetings of the Board of Directors may be dismissed by the Board of Directors
without any notice or further action by the Board.
Any director may be removed by the Board of Directors whenever, in its
judgment, the best interest of the corporation will be served thereby.
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 powers of the corporation.
SECTION 3.
ACTION BY UNANIMOUS WRITTEN CONSENT.
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the actions so taken, is signed by all of the directors entitled to vote on the
subject matter of the meeting. Such
consent shall have the force and effect of a unanimous vote and may be stated as
such for all purposes.
ARTICLE V
MEETINGS
SECTION 1.
ANNUAL MEETING. An annual
meeting of the corporation, which shall include all members of the corporation,
shall be in the month of August, and no later than August 15th and at
such time and place as the Board of Directors shall designate.
An annual meeting of the Board of Directors shall be held one week prior
to the annual meeting of the corporation.
SECTION 2.
REGULAR MEETINGS.
The Board of Directors, President and Chairpersons of the Committees may
establish regular meetings to be held in such places and at such times as they
may from time to time by vote determine, and when any such meeting or meetings
shall be so determined no further notice thereof shall be required.
SECTION 3.
SPECIAL MEETINGS.
Special meetings of the Board of Directors, Committees and members may be
called at any time by the president, by any vice-president or by any two
directors.
SECTION 4.
NOTICE OF MEETINGS.
Except as otherwise expressly provided, reasonable notice of all meetings
of the Board of Directors, Committees and/or general membership, shall be given
to each director or general member respectively, by the secretary or by the
person or one of the persons calling the meeting, by advising the director or
member of the meeting by word of mouth or by telephone or by leaving written
notice thereof with said director or member or at said director’s or
member’s residence or usual place of business.
Reasonable notice shall be not less than 48 hours prior to the meeting.
Non-receipt by a director or member of any written notice of a meeting
mailed to such director or member shall not invalidate any business done at the
meeting while a quorum is present. Subject
to the provisions herein relating to notice, general members, board members or
committee members thereto designated thereby may participate in meetings of the
general membership, Board of Directors or Committee, respectively and as the
case may be, by means of a conference telephone or similar communication
equipment by means of which all person participating in the meeting can
simultaneously hear each other. Participation by this means shall constitute presence in
person at a meeting.
SECTION 5.
QUORUM. A majority of the total number of members
present at any meeting at one time, shall constitute a quorum to transact
business, and, in order to be valid, any act or business must receive the
approval of a majority of such quorum.
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 directors present may adjourn the meeting without further notice and may
convene or reconvene the meeting when a quorum shall be present.
SECTION 7.
NOTICE UNNECESSARY.
Whenever any notice is required to be given to any director under the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the member(s) or director(s) entitled to such notice, whether before or after
the time stated therein, shall be the equivalent to the giving of such notice.
Attendance at a meeting without protest shall constitute a waiver of
notice of that meeting.
Subject to any limitations which are expressly contained in the Articles of Incorporation or in these Bylaws, when two-thirds (2/3) of the directors entitled to vote at any meeting, sign by themselves or their proxies or other authorized representatives a written consent or approval of the record of the meeting, actions taken at the meeting, however called or notified, shall be valid.
ARTICLE VI
COMMITTEES
SECTION 1.
FORMATION AND POWER OF COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the total
number of directors at which the Board has been fixed, may designate or appoint
one or more committees, which committees, to the extent provided in the
resolution, shall have and exercise all authority of the Board of Directors,
except that no such committees shall have the authority of the Board of
Directors in reference to:
a.
Amending, altering or repealing these Bylaws;
b.
Electing, appointing or removing any member of any such committee or any
director or officer of the corporation;
c.
Amending the Articles of Incorporation, restating said Articles, adopting
a plan of merger, or adopting a plan of consolidation with another corporation;
d. Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation;
e.
Authorizing the voluntary dissolution of the corporation or revoking
proceedings therefore;
f.
Adopting a plan for the distribution of the assets of the corporation;
g.
Amending, altering or repealing any resolution of the Board of Directors;
h.
Signing or authorizing any contract binding the corporation.
Notwithstanding the foregoing,
nothing contained in this Article V shall prohibit any committee member, if
properly authorized by a resolution of the Board of Directors and not prohibited
elsewhere in these Bylaws, from engaging in any sale, pledge or distribution of
assets of the corporation in the normal course of the corporation’s business.
The designation and appointment of any committee as authorized herein and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, any individual director or officer, of any responsibility imposed
upon the Board of Directors, director or officer by law.
SECTION 2. BOUT COMMITTEE. The
Chairman of the Bout Committee shall be appointed by the President of the
corporation. He/she shall have
charge of and conduct all competitions in the division.
He/she shall appoint two (2) or more other members of the corporation for
each competition who, with him/her, shall constitute the Bout Committee for
competition. He/she shall decide
all disputes arising during the course of a competition.
An appeal may be taken from any decision of the Chairman to the Bout
Committee as a whole, in which event, the decision of a majority of the members
of the Bout Committee shall control.
SECTION 3.
PUBLICITY AND MEMBERSHIP COMMITTEE.
The Chairman of the Publicity and Membership Committee shall be appointed
by the President of the corporation. He/she
shall have charge of all publicity and public relations relating to the
corporation and shall also be charged with the conducting and continuing efforts
to promote membership within the corporation.
SECTION 4.
ARRANGEMENTS COMMITTEE.
The Chairman of the Arrangements Committee shall be appointed by the
President of the corporation. He/she
shall have charge of all administrative duties involved in the conduct of any
competition, other than the duties of the Chairman of the Bout Committee. The Arrangements Committee shall be in addition to and shall
supplement the activities of the Board of Directors in its capacity as
organizing committee for all competitions.
SECTION 5.
HISTORICAL COMMITTEE.
The President of the corporation shall appoint a Chairman of the
Historical Committee. He/she shall compile a record of the results of all
individual competitions conducted by the division, all team competitions
participated in by the corporation, and results of outstanding individual
performances by members of the corporation in all other competitions. He/she shall also maintain a record of the fencing and
officiating classification of all members of the corporation.
He/she shall make a diligent cooperative effort to report all results to
the local newspapers.
ARTICLE VII
OFFICERS
SECTION 1.
APPOINTMENT AND TERM.
The officers of the corporation shall be a president, vice-president, a
treasurer, and a secretary. The
officers shall be elected annually by the general membership at the first
meeting thereof and shall hold office at the pleasure of the general membership
until the next annual meeting and thereafter until a successor shall be duly
appointed and qualified. The
Division may hold two or more of said offices except the president may not also
be a vice-president. All officers
shall take office the first day of September and shall hold office until the
following August 31st or until their successors are elected and have
qualified, whichever is later. The
Division is encouraged to hold all elections no later than August 15th
of each year. The purpose for
advanced election is to allow change over time.
All officers shall make a diligent co-operative effort to allow for
transition and the assumption of duties to the newly elected officers by no
later than September 1st.
SECTION 2.
OTHER OFFICERS AND AGENTS.
The Board of Directors may appoint or employ such other officers,
including assistant treasurers and assistant secretaries, agents and employees
as may be deemed proper, 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. The
authority to employ agents and employees and fix their powers and duties may be
delegated by the Board of Directors. Any
officer of the corporation may also be a subordinate officer, agent or employee.
SECTION 3. SALARIES. The officers, board members and committee members shall not receive any salaried compensation. However, they may be reimbursed at the discretion of the Board of Directors by the corporation account for costs incurred in conjunction with their duties.
ARTICLE VIII
ELECTIONS
SECTION 1.
NOMINATIONS. Candidates
from all offices including the Board of Directors shall established under these
Bylaws, shall be nominated from the floor at the special meeting held one week
prior to the annual meeting of the corporation.
All candidates for any office or Board member will be provided with the
most current address and phone list of the Division members for campaign
purposes only. If there are no
nominations for a certain position by the time of the annual meeting, the
President-Elect shall appoint to fill the vacant position no later than
September 1.
SECTION 2.
VOTING PROCEDURES.
All election results shall be open to the inspection of the general
membership. The secretary of the
corporation shall conduct the elections at the annual meeting.
If no more than one (1) nomination is made for any office, the secretary
of the corporation shall cast a unanimous ballot at the annual meeting for a
candidate so nominated. If two (2)
or more nominations are made for any office, voting for the candidates for such
contested office shall be in person and the candidate receiving the majority of
the votes cast shall be declared elected.
Each member is allowed one vote, and all votes shall be cast upon a
written ballot. In the event that
three (3) or more candidates are nominated for any office, and no candidate
receives a majority vote, a run-off election shall be conducted and the winner
shall be declared elected. If,
however, the voting of such run-off election shall result in a tie, than a lot
shall be cast and the winner declared elected.
In the event that two (2) candidates for any office in the voting shall
result in a tie, the lot shall be cast and the winner shall be declared elected.
The Secretary shall conduct a recount at the request of any member.
Further recounts shall be subject to the approval of the Board of
Directors who shall make such determination based upon the best interest of the
corporation.
ARTICLE IX
BYLAWS, RULES
AND POLICIES OF THE USFA
All bylaws, rules, regulations and matters of policy concerning the conduct of competitions as set forth in the fencing rules and the manual of the USFA are hereby incorporated as part of these Bylaws without action by the Board of Directors or the members of the corporation. The Bout Committee shall inform all members of the corporation of any new fencing rules or other regulations promulgated in the manual of the USFA. Such notice shall be made within thirty days of knowledge.
ARTICLE X
PRESIDENT
The president when present, shall preside at all meeting of the Board of
Directors, shall be the chief executive officer of the corporation, and shall
exercise general supervision and direction over the management and conduct of
the business and affairs of the corporation.
He/she shall also have such other powers and duties as are given to
him/her elsewhere by law or in these Bylaws and as may be assigned from time to
time by the Board of Directors. Any
president of the corporation shall hold said office for no more than three (3)
consecutive terms. The president
has responsibility for filing with the Secretary of the Division, an annual
report by no later than August 15th in regards to the Division’s
activities for the past year. Preparation
of these reports may be delegated to the Secretary.
ARTICLE XI
VICE-PRESIDENT
The vice-president shall assume and perform the duties of the president in the absence or disability of the president or whenever the office of president is vacant. Each vice-president shall have such other powers and duties as may be given to him/her by law or in these Bylaws and as may be assigned to him/her from time to time by the Board of Directors.
ARTICLE XII
TREASURER
The treasurer shall keep or superintend the keeping of all the financial books and accounts of the corporation in a thorough and proper manner in accordance with the requirements of law for a nonprofit corporation, and shall render statements of the same in such form and as often as required by the Board of Directors and members, including the submission of a report at the annual meeting of the financial transactions of the preceding year, and complying with the applicable federal and state statutes and regulations. The treasurer shall, subject to the control of the Board of Directors, have the custody of all funds of the corporation. The treasurer shall perform all other duties usually pertaining to the office of treasurer of a corporation and such duties as may be assigned by the Board of Directors or required to be exercised under the provisions of these Bylaws.
ARTICLE XIII
SECRETARY
SECTION 1.
POWERS AND DUTIES.
The secretary (1) shall attend and keep the minutes of all meetings of
the Board of Directors and of any committee thereof, in books provided for that
purpose; (2) shall keep at the corporation’s principal office in the State of
Hawaii a record of the names and addresses of all of the directors entitled to
vote; (3) shall give or cause to be given all notices as provided in these
Bylaws or required by the Board of Directors; and (4) shall have such other
powers and duties as may be incidental to the office of secretary or elsewhere
given by law or in these Bylaws or as may be assigned from time to time by the
Board of Directors.
SECTION 2. SECRETARY PRO TEMPORE. If the secretary shall not be present at any meeting, the presiding officer shall appoint a secretary pro tempore. Said secretary pro tempore shall keep the minutes of such meeting and record them in the books provided for that purpose.
ARTICLE XIV
AUDITOR
SECTION 1.
APPOINTMENT. The
Board of Directors may appoint some person, firm or corporation engaged in the
business of auditing to act as the auditor of the corporation.
Appointment of an auditor is not mandatory.
SECTION 2.
DISQUALIFICATION.
No director of officer shall be eligible to serve as auditor of the
corporation.
SECTION 3. DUTIES. The auditor shall, at least once in each fiscal year, and more often if required by the Board of Directors or applicable law or regulation, examine the books and papers of the corporation and compare the statements of the treasurer with the books and vouchers of the corporation, and otherwise make a complete audit of the books of the corporation, and thereafter make appropriate reports to the Board of Directors.
ARTICLE XV
REMOVALS,
VACANCIES AND ABSENCES
SECTION 1.
REMOVALS.
The Board of Directors may at any time, for or without cause, remove from
office or discharge from office or employment, as the case may be, any director,
officer, subordinate officer, agent or employee appointed by it or by any person
under authority delegated to it, whenever in its judgment, the best interest of
the corporation will be served thereby.
SECTION 2. VACANCIES. In case of any vacancy occurring in the Board of Directors between meetings of the Board of Directors through death, resignation, disqualification, removal or other cause other than temporary absence or illness, the directors remaining, although less than a majority of the Board, may by affirmative vote of a majority of the general membership at a special meeting, appoint a successor or successors to hold the office or offices so vacant for the unexpired term or terms thereof, respectively. A director appointed to fill a vacancy shall be appointed for the unexpired term of said director’s predecessor in office. The general membership may also appoint in the same manner as stated in this section, a successor for any officer whose office becomes vacant for any of the foregoing reasons.
ARTICLE XVI
EXECUTION OF INSTRUMENTS
SECTION 1. AUTHORIZED
SIGNATURES.
All checks, drafts, notes, bonds, acceptances, deeds, leases, contracts
and all other instruments shall be signed by the treasurer, president, or such
person or persons as shall be provided by general or special resolution of the
Board of Directors.
SECTION 2. FACSIMILE
SIGNATURES.
The Board of Directors may provide for the execution of checks by the
printed, lithographed or engraved facsimile signature or signatures of the
person or persons authorized to sign checks.
ARTICLE XVIII
LIABILITY OF
OFFICERS AND DIRECTORS
SECTION 1.
EXCULPATION. No
director or officer of the corporation shall be liable for acts, defaults, or
neglects of any other director or officer, or for any loss sustained by the
corporation, unless the same has resulted from said director’s or officer’s
own willful misconduct of willful negligence.
SECTION 2.
INDEMNIFICATION.
The corporation shall indemnify and may advance expenses to all
directors, officers, employees, or agents of the corporation who are, were or
are threatened to be made a defendant or respondent to any threatened, pending
or completed action, suit or proceeding whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation.
Such indemnification and advances of expenses shall be to the fullest
extent that is expressly permitted or required by the statutes of the State of
Hawaii and all other applicable law.
In addition to the foregoing, the corporation shall, by action of the Board of Directors, have the power to indemnify and to advance expenses to all directors, officers, employees or agent of the corporation who are, were or are threatened to be made a defendant or respondent to any proceeding, in such amounts, on such terms and conditions, and based upon such standards of conduct as the Board of Directors may deem to be in the best interests of the corporation, unless such defendant is adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation.
ARTICLE XVIII
MEMBERSHIP
SECTION 1.
ELIGIBILITY. Any
person who is residing in the State of Hawaii, and is not a member of another
division in the USFA shall be eligible for membership in the Division.
Membership is granted upon payment of the required dues.
Dues are established by the USFA and are payable on September 1st
of each year.
SECTION 2.
CLASSES AND MEMBERSHIP.
This organization shall not distinguish between varying classes of
membership. However, the USFA
continues to recognize at least six (6) classes, including honorary, active,
collegiate, student, associate and life. The
requirements for USFA membership in each class are set forth in the bylaws of
the USFA, and do not affect membership in the corporation.
SECTION 3. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS. All matters pertaining to the discipline, suspension and expulsion of the members shall be referred to the Board of Directors of the Division. Once referred, the Board of Directors must meet to determine appropriate action in regards to any member in concern. The Board of Directors shall then make a recommendation to the general membership as to the discipline, suspension, and/or expulsion of the member. The general memberships shall then vote as to the appropriate action at a special meeting. Notwithstanding the foregoing, however, whether a member is to be subject to suspension and/or expulsion from a USFA sponsored tournament, the board of Directors of the corporation must refer any matter to the Board of Directors of the USFA. The Board of Directors of the USFA will make such final determination.
ARTICLE XIX
FISCAL YEAR
The fiscal year of the corporation shall be from September 1st to August 31st.
ARTICLE XX
EXECUTION OF
INSTRUMENTS
SECTION 1.
AUTHORIZED SIGNATURES.
All checks, draft, notes, bonds, acceptances, deeds, leases, contracts,
certificates of stock 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
either the president, the vice-president, the treasurer, the secretary, and
assistant treasurer or an assistant secretary.
SECTION 2. FACSIMILE SIGNATURES. The Board of Directors may provide for the execution of checks or dividend warrants by the printed, lithographed or engraved facsimile signature or signatures of the person or persons authorized to sign checks or dividend warrants.
ARTICLE XXI
AMENDMENT TO
BYLAWS
These Bylaws may be altered, amended, added to or repealed by an affirmative vote of not less than a majority of the general members at a meeting of said general members called for such purpose.