The name of this organization shall be Native Hawaiian Plant Society.
ARTICLE II: OBJECTIVES
To support the rescue and preservation of native Hawaiian plants.
To increase public awareness of native Hawaiian plants by working on
projects cooperatively with governmental agencies, public and private groups
and individuals.
To use Maui Botanical Gardens and other resources for public education.
ARTICLE III: MEMBERSHIP
All those people interested in the objectives of this organization shall be eligible
for membership by paying the annual dues and participating, if desired, in
supportive activities.
ARTICLE IV: BOARD OF DIRECTORS
The Board of Directors (hereinafter "the Board") shall consist of a
chairperson and at least three but not more than thirteen other members.
A quorum at a meeting of the Board shall consist of the chairperson and 50%
of the membership of the Board.
Authority for the management and administration of the general affairs of the
organization, including the expenditures of funds, shall be vested in the
Board. The Board shall have the power of general supervision,
management, control and direction of all business and property of the
organization. It may give general, limited or special powers and authority to
the officers and subordinate officers of the organization to transact its
business and, except as limited by these By^Laws, generally to do any and
every lawful act which the Board may deem proper to carry into effect the
powers and objectives of the organization.
The Executive Committee shall consist of the officers of the organization with
power to set dues amounts and such other powers as delegated by the
Board.
All members of the Board will be elected at the annual meeting
of the
membership. A quorum at the annual meeting of the membership shall be
at
least five persons. The Executive Committee shall appoint a Nominating
Committee of at least three persons to make recommendations to the
membership at the annual meeting of persons to serve on the Board. The
list
of nominees shall be presented for election at the time of the annual
meeting.
Each member present shall have the right to vote for five nominees.
Those
nominees receiving the most votes shall be elected to the Board.
The chairman of the Board is authorized to make an appointment to fill an
unexpired term on the Board when this is deemed necessary.
ARTICLE V: OFFICERS
The officers of this organization shall be the chairperson, vice-chairperson,
secretary, treasurer, and such other officers deemed necessary by the Board.
The office of secretary and treasurer may be vested in one person.
The officers shall be appointed by the Board annually immediately following
the election of this Board, from the body of the Board.
In the event of resignation of any officers, the Board shall at its next meeting
appoint a replacement.
The chairperson shall perform such duties as may be required of him/her by
the Board. The chairperson shall preside at all meetings of the Board and
shall call such meetings of the Board monthly, or as required. The
chairperson shall sign, with the vice-chairperson all contracts, bonds and
other instruments in writing binding the corporation, which shall first have
been approved or authorized by the Board.
During the absence or disability of the chairperson, the vice-chairperson
shall perform such other duties as are assigned by the Board.
The secretary shall inform all Board members of special meetings other than
regular monthly meetings, shall keep and distribute the minutes of such
meetings, and shall keep the membership roll of the organization. The
secretary shall be responsible for tallying the votes of the general election
directors at the annual meeting.
The treasurer shall be responsible for the collection of all sums due to the
organization, the deposit of same in the name of the organization at a bank to
be designated by the Board, the disbursement of all funds under the control
of the Board, and the conduct of all correspondence in relation to the same.
The treasurer shall be responsible for an annual statement of accounts which
shall show receipts and expenditures, balance on deposits, and the
outstanding obligations of the organization. The Board may request
additional accounts at its discretion.
ARTICLE VI: COMMITTEES
If necessary, a Budget Committee shall be established by the Board to
prepare the annual budget of the organization and undertake such other
duties as deemed appropriate by the Board.
A Nominating Committee shall be established as outlined in Article IV,
Section 5.
There shall be no other standing committees. Other business of the
organization shall be carried out by Task Forces.
ARTICLE VII: TASK FORCES
The chairperson may appoint Task Forces to carry out specifically defined work
of the Board. These bodies will be dissolved upon completion of their tasks.
ARTICLE VIII: FISCAL YEAR
The fiscal year shall be the calendar year.
ARTICLE IX: AMENDMENT TO THE BY-LAWS
These by-laws may be amended by a majority vote of the members present at
any annual meeting or at any special meeting called by the Board for this
purpose, following a 30-day notice to the members of such proposed
amendment or amendments, sent via regular U.S. mail.
ARTICLE X: RULES OF ORDER
Roberts' Rules of Order shall be followed at Board membership meetings.
ARTICLE XI: SEVERABILITY
Any provision of these by-laws prohibited by law or determined to be contrary to
regulations of the State or Federal agencies governing non-profit corporations
shall be ineffective to the extent of such prohibition or regulatory provision
without invalidating the remaining provisions of these by-laws, or the remaining
part of the section or article of which the prohibited provision is a part.
