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Table Of Contents
SECTION 1. NAME
The name of this corporation is Hawaii Ocean Safety Team, Inc. (H.O.S.T.)
SECTION 2. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 3. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
SECTION 4. PRINCIPAL OFFICE
The principal office of the corporation is located in the City and County of Honolulu, State of Hawaii.
SECTION 5. CHANGE OF ADDRESS
The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Advisory Board may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
____________________ Dated: ________, 19__
SECTION 6. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Advisory Board may, from time to time, designate.
SECTION 1. NUMBER
The corporation shall have an Advisory Board made up of at least fourteen (14) primary and fourteen (14) alternate Board members.
SECTION 2. QUALIFICATIONS
Advisory Board members shall be of the age of majority in this state. Other qualifications for Advisory Board members of this corporation shall be as follows:
SECTION 3. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Advisory Board.
SECTION 4. DUTIES
The purpose of the Advisory Board will be to establish the annual agenda, establish the meeting dates and provide general oversight as to the issues pending before HOST. The U.S. Coast Guard will serve as advisors for the Board and for the HOST subcommittees that are established. Coast Guard personnel will serve as advisors for each subcommittee.
It shall be the duty of the Advisory Board to:
SECTION 5. TERM OF OFFICE
Advisory Board members and alternates will serve a two-year term beginning the first day of July. Advisory Board members will be able to serve consecutive terms if desired.
SECTION 6. COMPENSATION
Advisory Board members shall serve without compensation, except that a reasonable fee may be paid to Advisory Board for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Advisory Board.
SECTION 8. REGULAR MEETINGS
Regular meetings of Advisory Board shall be held on third Thursday of the month at 3:00 P.M., unless such day falls on or the day before a legal holiday, in which event the regular meeting shall be held at the same hour and place on an alternate meeting date as designated by the Advisory Board.
If this corporation makes no provision for members, then, at the regular meeting of Advisory Board held in June, Advisory Board member shall be elected by the Advisory Board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Advisory Board may be called by the Chairperson of the Advisory Board, the President, the vice-president, the Secretary, by any two Advisory Board members, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Advisory Board:
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of a Board Member from each of at least six (6) of the member groups.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Advisory Board members present at a meeting duly held at which a quorum is present is the act of the Advisory Board, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Advisory Board shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the board members present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Robert's Rules of Order shall govern meetings, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 14. VACANCIES
Vacancies on the Advisory Board shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any Advisory Board member may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Advisory Board, unless the notice specifies a later time for the effectiveness of such resignation. No Advisory Board member may resign if the corporation would then be left without a duly elected Advisory Board in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Advisory Board members may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Advisory Board. If the number of Advisory Board members then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the Advisory Board then in office. A person elected to fill a vacancy on the Advisory Board shall hold office until the next election of the Advisory Board or until his or her death, resignation or removal from office.
SECTION 15. NONLIABILITY OF ADVISORY BOARD
The Advisory Board shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 16.INDEMNIFICATION BY CORPORATION OF ADVISORY BOARD AND/OR OFFICERS
The corporation to the fullest extent permissible shall indemnify the Advisory Board and/or officers of the corporation under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Advisory Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Advisory Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Advisory Board.
SECTION 2. QUALIFICATIONS
Any person may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Advisory Board, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
The Advisory Board may remove any officer, either with or without cause, at any time. Any officer may resign at any time by giving written notice to the Advisory Board or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Advisory Board relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Advisory Board. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled, as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Advisory Board, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Advisory Board. Unless another person is specifically appointed as Chairperson of the Advisory Board, the President shall preside at all meetings of the Advisory Board and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Advisory Board.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Advisory Board.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Advisory Board. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
SECTION 1. EXECUTIVE COMMITTEE
The Advisory Board may, by a majority vote of its members, designate an Executive Committee consisting of four board members (usually the officers) and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Advisory Board. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Advisory Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Advisory Board and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Advisory Board or by the committee. The Advisory Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
SECTION 1. EXECUTION OF INSTRUMENTS
The Advisory Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 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 monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Advisory Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Advisory Board may select.
SECTION 4. GIFTS
The Advisory Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
SECTION 2. CORPORATE SEAL
The Advisory Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Advisory Board member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The Advisory Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, 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 of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Advisory Board.
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
April 19, 2002
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 17 preceding pages, as the Bylaws of this corporation.
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