KO`OLAULOA EDUCATIONAL ALLIANCE CORPORATION
- Name. The name of the corporation is the KO`OLAULOA EDUCATIONAL ALLIANCE CORPORATION (the “Corporation”).
- Purposes. The Corporation is a nonprofit corporation within the meaning of Chapter 414D of the Hawaii Revised Statutes. The Corporation is organized for the following specific purposes and powers:
- to provide active career pathways, educational guidance, and support to the Kahuku Complex Schools and school community.
- to exercise all the powers enumerated in Section 414D-52 of the Hawaii Nonprofit Corporation Act (the “Act”).
- Registered Office and Registered Agent. The Corporation shall continuously maintain in the State of Hawaii a registered office and a registered agent whose business office is identical with the registered office. The registered agent may be an individual who resides in the State of Hawaii, or a Hawaii or foreign entity authorized to transact business or conduct affairs in the State of Hawaii. The Corporation may change its registered office, its registered agent or both.
- Principal and Other Offices. The principal office of the Corporation, being the office designated from time to time in the annual report where the principal executive offices of the Corporation are located, and other offices of the Corporation, if any, may be located at any place in or out of the State of Hawaii as the board of directors may designate or as the purposes of the Corporation may require.
- Members. The corporation shall have no members.
- Authority of Board of Directors. Subject to the limitation of law, or the Articles of Incorporation and or these Bylaws, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporations hall be controlled by a Board of Directors.
- Qualifications and Number of Directors. All directors shall be individuals. However, a director need not be a resident of Hawaii. The board of directors shall consist of seven (7) or more individuals. The number of directors may be increased or decreased (but to no fewer than three (7)) from time to time by vote of the member(s). One member shall be the Kahuku High and Intermediate School principal (or designee appointed by the principal). Should no principal or school representative choose to serve, this Board of Directors shall make every effort to choose someone to represent the high school and other complex schools.
- Tenure of Office. The Directors of the Corporation shall each serve for a term of three (3) years and may be elected to successive terms. The Director’s terms of office shall begin immediately after election.
- Resignation of Directors. A director may resign at any time by delivering written notice to the board of directors, the chair of the board, or the secretary. Unless the notice specifies a later effective date, the resignation is effective at the earliest of the following: when the notice is received; five (5) days after its deposit with the U.S. Postal Service as evidenced by the postmark, provided the notice is correctly addressed with first class postage; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee; or thirty (30) days after its deposit with the U.S. Postal Service as evidenced by the postmark, if correctly addressed but with other than first class, registered, or certified postage. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
- Removal of Directors. Any individual Director may be removed from office by a vote of the majority of directors with our without cause.
- Vacancy on Board. Any vacancy occurring in the Board of Directors caused by the resignation, removal, or death of any Director may be filled by a majority of the remaining Directors then in office, though less than a quorum. A Director elected by the Board of Directors to fill a vacancy shall be elected for the unexpired term of his or her predecessor. No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.
- Compensation of Directors. Directors and members of all committees shall receive no compensation for their services, but by resolution of the Board of Directors may be reimbursed for expenses incurred while acting on behalf of the Corporation.
- Chair of the Board. The board of directors shall elect a director to be the chair of the board. The chair of the board shall preside at all meetings of the board of directors and shall perform other duties as are required of the chair of the board by the board of directors.
- Vice Chair of the Board. The board of directors shall elect a director to be the vice chair of the board. In the absence of the chair, the vice chair of the board shall perform all of the duties of the chair. The vice chair shall perform other duties as are required by the chair or the board of directors.
MEETING OF DIRECTORS
- Meetings of the Board of Directors. A regular meeting of the board of directors shall be held without notice other than this bylaw for the purpose of appointing officers and transacting such other business as may come before the meeting. The board of directors may hold other regular meetings or special meetings in or out of the State of Hawaii. The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
- Action Without a Meeting. Action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all directors of the board of directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken by unanimous written consent of the directors is effective when the last director signs the consent, unless the consent specifies a different effective date. An unanimous written consent as described above has the effect of a meeting vote and may be described as such in any document.
- Notice of Meetings. Notice of any meeting of the Board of Directors shall be given in any manner permitted by section 414D-145, Hawaii Revised Statutes, as the same may be amended, and which currently requires at least two days’ notice to each Director of the date, time, and place of the meeting. A Director’s attendance at or participation in a meeting waives any required notice, unless the Director at the beginning of the meeting or prior to the vote on a matter objects to lack of notice.
- Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records; except that a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with the law or the bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.
- Quorum and Voting. A quorum of the board of directors consists of a majority of the directors in office immediately before a meeting begins, provided that a quorum is not fewer than the greater of one-third of the number of directors in office or two (2) directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the Hawaii Nonprofit Corporations Act, the articles of incorporation, or these bylaws require the vote of a greater number of directors.
- Meeting by Telephone. Members of the Board of Directors of the Corporation, or any committee designated by such Board of Directors may participate in a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.
MEETING OF DIRECTORS
- Committees of the Board. By resolution adopted by a majority of the Directors in office, the Board of Directors may designate and appoint one or more committees and appoint members of the Board of Directors to serve on them. Such committees, to the extent provided in the resolution shall have and exercise all the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to: (a) amending altering or repealing the 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, or restating the Articles of Incorporation; (d) authorizing the sale, lease, exchange or mortgage of any of the property and 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; or (g) amending, altering, or repealing any resolution of the Board of Directors.
- Required Officers. The Corporation shall have the officers as shall be appointed from time to time by the Board of Directors. The same individual may simultaneously hold more than one office in the Corporation. Each officer shall have the authority and shall perform the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. The officers may include one or more of the following:
- President. The president shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation. The president shall perform other duties as are incident to the president’s office or are required of the president by the board of directors.
- Vice Presidents. In the absence of the president, the vice president or vice presidents shall, in order designated by the president or the board of directors, perform all of the duties of the president. When so acting a vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice president or vice presidents shall have powers and perform other duties as may be prescribed by the chair of the board, the president, the board of directors or these bylaws.
- Treasurer. The treasurer shall be the chief financial and accounting officer of the Corporation. The treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds and the keeping of corporate financial records. The treasurer shall perform all other duties assigned to the treasurer by the president or the board of directors. The assistant treasurer or assistant treasurers, shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the treasurer during the treasurer’s absence or disability or whenever the office is vacant. An assistant treasurer shall perform all the duties assigned to the assistant treasurer or assistant treasurers by the president or the board of directors.
- Secretary. The secretary shall keep the minutes of all meetings of the board of directors and committees of the board of directors (if any). The secretary shall give notice in conformity with these bylaws of all meetings of the board of directors. In the absence of the chair of the board and the vice chair of the board, the secretary shall have the power to call meetings of the board of directors and committees of the board of directors. The secretary shall also perform all other duties assigned to the secretary by the president or the board of directors. The assistant secretary or assistant secretaries shall, in the order prescribed by the board of directors, perform all the duties and exercise all the powers of the secretary during the secretary’s absence or disability or whenever the office is vacant. An assistant secretary shall perform all the duties assigned to the assistant secretary or assistant secretaries by the board of directors.
- Absence of Officers. In the absence or disability of the President and Vice President or Vice Presidents, if more than one, the duties of the President (other than the calling of meetings of the Board of Directors) shall be performed by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary or of the Treasurer, the duties of the Secretary or of the Treasurer, as the case may be, shall be performed by such person or persons as may be designated for such purpose by the Board of Directors.
- Compensation of Officers. The board of directors may fix the compensation of officers. Any person who serves as an officer to the Corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person’s performance of or failure to perform duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of or failure to perform the duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an officer as allowed by these bylaws.
- Resignation of Officers. An officer may resign at any time by delivering notice to the Corporation. Unless a written notice specifies a future effective date, the written notice is effective at the earliest of the following: when the notice is received; five (5) days after its deposit with the U.S. Postal Service as evidenced by the postmark, provided the notice is correctly addressed with first class postage; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee; or thirty (30) days after its deposit with the U.S. Postal Service as evidenced by the postmark, if correctly addressed but with other than first class, registered or certified postage. Unless an oral notice specifies a future effective date, an oral notice is effective when communicated if communicated in a comprehensible manner. If a resignation is made effective at a future date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
- Removal of Officers. The board of directors may remove any officer at any time with or without cause.
- Emergency Bylaws. The provisions of this article shall be effective only in an emergency where a quorum of directors cannot readily be assembled because of some catastrophic event. All provisions of the other sections of these bylaws consistent with this article remain effective during the emergency.
- Notice of Emergency Board Meeting. Any one director of the board of directors or any one of the officers may call a meeting of the board of directors. Notice of such meeting need be given only to those directors whom it is practicable to reach, and may be given in any practical manner, including by publication and radio.
- Temporary Directors and Quorum. One or more officers present at a meeting of the board of directors shall be deemed to be directors for the meeting, in order of rank, and within the same rank, in order of seniority, as necessary to achieve a quorum. In the event that less than a quorum (as determined under Section 6.5 of these bylaws) of the directors are present (including any officers who are to serve as directors for the meeting), those directors present (including the officers serving as directors) shall constitute a quorum.
- Permitted Actions. The board as constituted in Section 9.3 of these bylaws and after notice as set forth in Section 9.2 of these bylaws may:
- Prescribe emergency powers to any officer;
- Delegate to any officer or director, any of the powers of the board of directors;
- Designate lines of succession of officers and agents, in the event that any of them are unable to discharge their duties;
- Relocate the principal place of business, or designate successive or simultaneous principal places of business; and
- Take any other action, convenient, helpful, or necessary to carry on the purposes of the Corporation.
CORPORATE RECORDS AND REPORTS
- Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of the board of directors, a record of all actions taken by the directors without a meeting, and a record of all actions taken by committees of the board of directors. The Corporation shall maintain appropriate accounting records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep a copy of the following records at its principal office:
(1) articles or restated articles of incorporation and all amendments to them currently in effect;
(2) bylaws or restated bylaws and all amendments to them currently in effect;
(3) a list of the names and business or home addresses of its current directors and officers;
(4) the most recent annual report delivered to the Hawaii Department of Commerce and Consumer Affairs;
(5) a copy of the Corporation’s application for recognition of exemption under section 501(c) of the Internal Revenue Code filed with the Internal Revenue Service with all supporting documents and any letter issued by the Internal Revenue Service in response; and
(6) a copy of the Corporation’s three most recent annual tax returns.
- Signing of Checks. All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by (1) any officer if less than $10,000, or (2) any two officers if $10,000 or more, or such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors.
- Execution of Contracts. Any two officers may enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
- Facsimile Signature. The Board of Directors may from time to time by resolution provide for the execution of any corporate instrument or document by a mechanical device or machine, or by use of facsimile signatures, under such terms as shall be set forth in the resolution of the Board of Directors.
- Annual Reports. The Board of Directors shall cause an annual report to be delivered to the Director of the Department of Commerce and Consumer Affairs for filing as required by law. To the extent required by law, the Board of Directors shall also register the Corporation with the Attorney General’s office of the State of Hawai`i and make annual financial reports as required.
CORPORATE RECORDS AND REPORTS
- Mandatory Indemnification. The Corporation shall indemnify any Director or officer of the Corporation who was or is a party to any completed action, by reason of the fact that the person is or was a Director or officer of the Corporation, against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense of such action, where the Director or officer was wholly successful, on the merits or otherwise.
- Authority to Indemnify. The Corporation shall have power to indemnify any person who was or is a party to any threatened, pending or completed action, by reason of the fact that the person is or was an agent of the Corporation (including Directors, officers, employees, and other agents), against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action, if the person acted in good faith, in a manner the person reasonably believed to be in the Corporation’s best interest (in the case of conduct in an official capacity) or which at minimum did not oppose the corporation’s best interests (in the case of conduct not in an official capacity), and if, in a criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful.
- No indemnification. No indemnification shall be made where the director has been determined to be liable, either in connection with a proceeding by or in the right of the corporation, or in connection with any other proceeding (whether or not involving action in an official capacity) in which the director was found liable on the basis of the director’s improper receipt of a person benefit; provided, however, that indemnification will be allowed to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity.
- Process for Indemnification. Any indemnification under paragraph b. of this Article shall be made by the Corporation only as authorized in the specific case and upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in paragraph b. The determination shall be made by: (1) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the proceeding; or (2) majority vote of a committee duly designated by the Board consisting of two or more Directors not at the time parties of the proceeding, if a quorum is not obtainable; or (3) independent legal counsel selected under subsection (1) or (2) in a written opinion; or (4) the full Board of Directors if a quorum cannot be obtained under (1) or if a committee cannot be designated under subsection (2); or (5) the court in which the proceeding is or was pending, upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application is opposed by the Corporation.
- Advance Reimbursement. Expenses incurred by any agent in defending any proceeding may be paid by the Corporation in advance of the final disposition of the proceeding upon: (1) receipt of a written affirmation of the person’s good faith belief that he or she has met the applicable standard of conduct under paragraph b. of this Article; (2) receipt of a written undertaking, as described in HRS § 414D-162, by or on behalf of the person to repay such amount if it shall ultimately be determined that the person did not meet the applicable standard of conduct; and (3) the Corporation’s making a determination that the facts then known would not preclude indemnification.
- Non-Exclusive. The indemnification provided by this Article is not exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of the disinterested Directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs and personal representatives of such a person.
- Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 11.
AMENDMENT TO BYLAWS
- Amendment by Majority Vote. The Bylaws of the Corporation may from time to time be repealed, amended or altered, or new Bylaws may be adopted, subject to repeal or change by a majority vote of the Board of Directors.
- Limitation on Amendment. Anything herein to the contrary notwithstanding, these Bylaws shall not be amended in any manner which: alters the basic purpose of this Corporation as set forth in the Articles of Incorporation; conflicts with any applicable law or government regulation; causes the diversion of any part of the Corporation for the purposes other than those authorized herein; or deprives any eligible beneficiary of benefits.
- Dissolution. Upon the dissolution or winding up of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes and which as established its tax-exempt status under Section 501(c )(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
- Legal Standing. If any part of these Bylaws is illegal or invalid, such illegality or invalidity shall not affect the remaining parts of these Bylaws, unless such illegality or invalidity prevents the Board of Directors from accomplishing the purposes of the Corporation. If any illegality or invalidity exists, the Board of Directors shall immediately make the necessary amendments to eliminate the illegality or invalidity, and shall promulgate a new legal provision as similar as possible to the illegal or invalid provision, keeping the intent, as close as possible, to the illegal or invalid provision.
- Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.
- Notices. Whenever, under the provisions of these Bylaws, notice is required to be given to any Director, it shall not be construed to mean personal notice, but unless otherwise specified in the Articles or these Bylaws, the notice shall be given in writing, by United States first class mail, by depositing the same in a post office letter box, postage prepaid, addressed to each Director at such address as appears in the records of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any Director may waive any notice required to be given under these Bylaws.
- Unauthorized Acts. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Notwithstanding any other provision of these Articles herein, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
The undersigned Secretary of Ko`olauloa Educational Alliance Corporation (the “Corporation”) hereby certifies that the foregoing Bylaws were duly adopted by the board of directors of the Corporation by unanimous written consent without a meeting of the board of directors on June 28, 2007, were amended on January 9, 2003, and on April 1, 2015, and that the same remain in full force and effect.
DATED: April 1, 2015.
Uila Fotu Vendiola