B Y L A W S
HAWAII ISLAND CONTRACTORS’ ASSOCIATION
1. Classes: Membership of the Association shall consist of members and associate members and other members.
2. Members: A member is an individual, firm or corporation engaged in the building and contracting business on the Island of Hawaii.
3. Multiple Representation: A member may acquire multiple representation in the Association by subscribing to its financial support an amount fixed from time to time by the Board of Directors for such purpose. For each such amount subscribed the member shall be entitled to name an additional representative within his or its organization. Each additional representative may vote and hold office. No more than two officers or directors from one company may serve on the Board at any one time.
4. Associate Members: An associate member is any individual, firm or corporation who is actively engaged in a business related to the building and contracting industry, such as a dealer, a professional engineer, or architect. Associate members may be appointed members of any committee, may attend meetings of members and have the privileges as may be provided by these By-Laws or as determined from time to time by the Board of Directors. No associate member shall have the right to vote or hold any elective office except that not more than four Associate Members, under the usual procedure set forth in ARTICLE X, NOMINATIONS, and ARTICLE XI, ELECTIONS, shall be nominated and elected as Directors of the Board, but not for any office, with rights and powers of Directors set forth in the By-Laws.
5. Multiple Representation: An associate member may acquire multiple representation in the Association by subscribing to its financial support an amount fixed from time to time by the Board of Directors for such purpose. For each such amount subscribed the associate member shall be entitled to name an additional representative within his or its organization.
6. Other Members:
A. Hall of Fame Member: A member is eligible to become a Hall of Fame Member if the member has served as President of the Association, served on the Board of Directors for at least 5 years, served as a committee chair or committee member and is in good standing in the Association. A member may become a Hall of Fame Member upon approval of the Board of Directors on the recommendation by the Membership Committee. During the lifetime of a Hall of Fame Member, said member shall have all of the rights and privileges of a Member, including the right to vote. The status of a Hall of Fame Member shall continue after the death of such a member.
B. Lifetime Member: A member is eligible to become a Lifetime Member if the member has retired from active participation in the industry and was in good standings with the Association. A member may become a Lifetime Member upon approval of the Board of Directors on the recommendation by the Membership Committee. During the lifetime of a Lifetime Member, said member shall have all the rights and privileges of a Member, including the right to vote. A deceased Lifetime Member may become an Honorary Member.
C. Honorary Member: A deceased member is eligible to become an Honorary Member. A deceased member may become an Honorary Member, upon approval of the Board of Directors, on the recommendation by the Membership Committee.
D. Lifetime Associate Member: An associate member is eligible to become a Lifetime Associate member if an associate member has retired from active participation in the industry, served on the Board of Directors for at least 5 years; and served as a committee chair or committee member and was in good standing with the Association. An associate member may become a Lifetime Associate Member upon approval of the Board of Directors on the recommendation by the Membership Committee.
ELECTION OF MEMBERSHIP
1. APPLICATION: Every applicant for membership shall file an application with the Board of Directors in such form and setting forth such information as may be required by the Board. Every application shall be accompanied by the required initiation fee.
2. Every application for membership shall be referred to the Membership Committee, which committee shall submit its recommendation to the Board of Directors. A concurring vote of two-thirds of the members of the Board of Directors present at the meeting shall be necessary for election of an applicant for membership.
1. MEETINGS: The annual meeting and scheduled meetings of the membership shall be held at such hour, place and date as may be fixed by the Board of Directors.
2. SPECIAL MEETINGS: A special meeting of the membership may be called by the President, or by a majority of the Board of Directors or by five members whose request therefore is set forth in writing directed to the President. Such writing shall contain a statement of the purpose of such meeting. At least seven days prior to the date fixed for the holding of any meeting of the membership, written notice of the time and place thereof shall be mailed to each member, including associate members. Such notice shall set forth a statement of the purpose of the meeting and business not mentioned therein shall not be transacted at such meeting. In the case of special meetings, the Board of Directors shall have the power to dispense with the requirement of written notice and direct that notice thereof may be given orally.
3. QUORUM: Fifteen members present in person and entitled to vote shall constitute a quorum at any meeting of the membership.
INITIATION FEE AND DUES
1. INITIATION FEE: The initiation fee for membership shall be determined by the Board of Directors but such fee shall not be less than $25.00.
2. REINSTATEMENT FEE: The reinstatement fee of a former member who resigned while in good standing shall be not less than $25.00.
3. DUES: The schedule of dues payable by members and associate members shall be determined by the Board of Directors but such dues shall not be less than the following:
a. Members: Building and Contracting Business – $44.00 per month plus $0.50 per month for each employee of the member appearing on the payroll nearest the 15th of each month.
b. Associate Members: $250.00 a year.
c. Dues for additional representation shall be not less than $17.50 per month per additional representative from a building and contracting business, and $105.00 per year per additional representative for associate members.
4. DEFINITION: The term “employee appearing on payroll” means all employees on the payroll in the County of Hawaii.
Any member may resign by communicating his resignation in writing to the Association. Upon receipt by the Association of such resignation, the interest of such member in the Association or in its assets shall immediately cease and terminate. However, such member is obligated to pay to the Association any dues in arrears or any other indebtedness.
A member shall become delinquent if dues are not paid when due and payable. Delinquency may constitute grounds for expulsion of a member. The Board of Directors shall adopt a policy covering delinquency of membership dues.
DISCIPLINE, SUSPENSION AND EXPULSION
1. CAUSES: For any violation of these by-laws, or of any rule, regulation or policy adopted by the membership or the Board of Directors, a member may be suspended or expelled by a two-thirds vote of the Board of Directors present at a meeting. The vote shall be by secret ballot.
2. HEARING: No member shall be suspended or removed until he has been given opportunity to respond to the accusations made against him. The Board of Directors shall investigate all complaints made against a member.
3. WRITTEN ORDER: The order of suspension or expulsion, stating the time thereof, shall be in writing and filed with the records of the Board of Directors. A copy of such order shall be posted upon the bulletin board in the association’s office for a period of three weeks.
4. LEGAL LIABILITY: Suspension or expulsion shall not relieve a member from any legal liability which may exist in favor of the association.
5. REINSTATEMENT: An expelled member shall not be eligible to apply for membership for at least one year after the date of his expulsion.
6. APPLICABILITY: The provisions of this Article are not applicable to dismissal from membership for nonpayment of dues.
1. POWERS: The Board of Directors shall have general control of the business and affairs of the association, and shall have the right to exercise all powers that may be exercised or performed by the association under the law, its charter and the by-laws, including the power and authority to divide members into classes (divisions) and to prescribe the power and duties of each division. Each division shall exercise its powers and perform its duties in the manner prescribed by the Board of Directors and these by-laws.
2. MEMBERSHIP: The Board of Directors shall consist of sixteen members and four associate members.
a. The sixteen members shall include the President, First Vice-President, Second Vice-President, Secretary, Treasurer and the Immediate Past President. The ten remaining directors shall consist of five directors holding over from the previous year who shall serve out the remainder of the two year term for which they were elected and five directors who shall be elected by ballot at the next annual election for a term of two years.
b. The associate members shall also be elected by ballot and shall serve for a term of two years or until their successors are chosen. Two associate members shall be elected at each annual election.
3. VACANCIES: Vacancies shall be filled by appointment made by the remaining directors. The term of any director so appointed shall be for the unexpired portion of the term of the director he has replaced or until his successor has been chosen. When a director has failed to attend three consecutive meetings of the board without cause satisfactory to the board, his office shall be declared vacant. Whenever a director anticipates that he will be absent from three or more consecutive meeting of the board, he may so advise the board. Whereupon the board may appoint a director to serve in his absence.
4. MEETINGS: Regular meetings of the Board of Directors shall be held monthly and at such time as the President shall fix. Special meetings may be called by the President or any five directors upon two days notice to each director. A majority of the directors shall constitute a quorum.
5. WRITTEN CONSENT: Any action that may be taken at a meeting of the Board of Directors shall be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.
6. COMMITTEES: The Board of Directors shall have power to create such committees and to designate as members thereof such persons as it shall determine, and to confer upon such committees such powers as may by resolution be set forth for the purpose of carrying on or exercising any of the powers of the Association not contrary to its character or these By-Laws.
1. PRESIDENT: The President shall be the chief executive officer of the Association. The President shall preside over all meetings of the Executive Committee, Board of Directors and of the membership. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be allocated an annual allowance, as set by the Board of Directors, as and for expenses directly connected with the Association’s business and the office of presidency, but such allowance shall not be more than $1,000. The outgoing President shall, at the first meeting of the newly elected Board of Directors of the Association, account for all expenditures covered by the annual allowance by submitting a written report. The outgoing President may in such report or by prior request to the Board of Directors, submit a claim for expenditures in excess of the annual allowance. The Board of Directors may consider such request and if, and to the extent that such additional expenditures appear to the Board of Directors to have been actually, directly and necessarily incurred by the President for the benefit of the Association, the Board of Directors may authorize reimbursement for such additional amounts.
2. VICE-PRESIDENT: In the absence or disability of the President, or if the office is vacant, the First Vice-President shall perform the duties of the President, and in the absence or disability of the President and the First Vice-President, or both offices are vacant, the Second Vice-President shall perform the duties of the President, and in the absence or disability of the President and both Vice-Presidents, or if these offices are vacant, the Board of Directors shall designate a director to perform such duties.
3. SECRETARY: The Secretary shall keep the minutes of all meeting. He shall keep an up-to-date list of members and a record of attendance at all meetings. The Secretary shall read the minutes of previous meetings at the request of the President at any meeting of this organization. He shall receive all correspondence and convey its contents to the Board of Directors and make replies or such correspondence as may be required or as directed by the Board of Directors. He shall read all correspondence that might be directed, or of special concern, to the members of the organization at a regular meeting.
4. TREASURER: The Treasurer shall have general supervision of the monies of the Association and responsibility for their deposit in the name of the Association with a bank or banks to be approved by the Board of Directors. He shall make disbursements by check and as authorized by the Board of Directors.
5. EXECUTIVE DIRECTOR: The Executive Director shall perform such duties and exercise such powers as are required of him by the President and the Board of Directors. He shall perform or direct the administrative work of the Association. His compensation shall be fixed by the Board of Directors.
6. AUTHORIZED SIGNATURE: Authorized signatures for withdrawal of funds on deposit with banks, shall be the President, First Vice-President, Second Vice-President, Secretary and the Treasurer. All authorized checks shall be signed by combination of any two (2) authorized signatures.
1. At least sixty (60) days prior to the annual meeting of the Association, the President shall appoint a committee of five members to nominate officers and directors. This committee shall designate the First Vice-President as candidate to be voted as President; the Second Vice-President as candidate to be voted for First Vice-President; one member as candidate for office for Second Vice-President; one member as candidate for the office of Secretary; one member as candidate for the office of Treasurer; ten members as candidates for the five member vacancies on the Board of Directors; and four associate members as candidates for the two associate member vacancies on the Board of Directors.
2. The nomination made by the Nominating Committee, or by majority thereof, shall be filed at least twenty-five (25) days before the day of election. Notice of such nomination shall immediately be mailed or faxed to members at their last known business or residence address. Other members of the Association may also make nominations for officers and directors, such nominations to be filed with the Nominating Committee at least twenty-four (24) days before the election. No nominations shall be considered except those made in the manner herein above provided.
1. The officers, except the Executive Director and the six holdover directors, shall be elected annually by ballot from names presented by the Nominating Committee or by independent nomination as provided in Article X.
2. At least fifteen (15) days before the day of election, there shall be sent to each member entitled to vote, a ballot with return envelopes. The ballot shall contain all nominations. The name of nominees for each office shall be arranged alphabetically.
3. Each voter shall indicate his choice by making a cross (X) opposite the name of each candidate voted for. The ballot shall be placed in the blank envelope provided for that purpose, sealed and enclosed in the mailing envelope furnished for that purpose, and then mailed or delivered to the Association’s office.
4. A ballot box shall be provided in the Association’s office and it shall be open from the date of mailing of the ballots until 4:00 p.m. ten (10) days prior to the annual meeting. All voting shall be done by mail or in person by secret ballot in conformity with such additional rules and regulations as the Board of Directors may adopt, but such rules and regulations shall insure and preserve the secrecy of the ballot. No proxies shall be allowed.
5. The President shall appoint at least two judges of election and the Executive Director shall furnish them with a list of all members entitled to vote. The mailing envelopes containing the ballots shall be delivered to the judges unopened. The judges shall open the mailing envelopes and verify the names of members eligible to vote. All ballot envelopes received from ineligible members shall be returned to the sender with a statement as to the reason therefore. The mailing envelopes shall be destroyed and thereafter the ballot envelopes shall be opened. The judges shall count the votes and then prepare a signed statement showing a number of votes cast for each candidate.
6. The judges shall report the results of the election to the annual meeting. Those candidates receiving a plurality of votes cast shall be declared elected to their respective offices. In the case of a tie vote affecting the results, the judges shall cast lots and certify as elected the person or persons whom the lot determines.
7. Each officer elected shall assume the duties of his office.
1. The President shall, within thirty days after election, by and with the advice and consent of the Board of Directors, appoint members of the following standing committees to serve for one year:
Labor and Industrial Relations
Safety and Accident Prevention
Finance and Audit
The number of members of each standing committee shall be determined by the Board of Directors.
2. The President, with the approval of the Board of Directors, may at any time appoint special committees for any purpose connected with the Association, and prescribe their powers and duties, irrespective of whether such purpose, powers and duties come within the province of any other committee.
3. A majority of the members of each committee shall constitute a quorum.
4. No standing or special committees shall have power to bind the corporation by any action without first having the approval of the Board of Directors. Copies of all correspondence conducted by any committee in connection with the work of the Association and all documents shall be transferred to the Association’s files for reference and information.
5. The President shall have the power, with the approval of the board, to discharge members of any special or standing committee for failure to carry out its duties and the President shall appoint, subject to the approval of the Board of Directors, new members to any committee so discharged. All special committees, unless otherwise ordered, shall be considered discharged when their reports have been submitted to and accepted by the Board of Directors.
6. Resignations from standing or special committee shall be in writing and addressed to the President. Failure of any member to attend three consecutive meetings of a committee, without just cause, may be considered by the president as a resignation.
DUTIES OF STANDING COMMITTEES
All standing committees shall perform the duties prescribed of them by the Board of Directors. In addition thereto, they shall perform the duties set forth in this Article.
1. LABOR AND INDUSTRIAL RELATIONS COMMITTEE: The Labor and Industrial Relations Committee shall review and make recommendations concerning problems affecting the relations of employers and employees in the construction industry.
2. LEGISLATIVE COMMITTEE: The Legislative Committee shall review and make recommendations pertaining to laws, ordinances, acts and codes affecting the building and contracting industry.
3. MEMBERSHIP COMMITTEE: The Membership Committee shall investigate all applicants and submit a report with recommendations for increasing the membership and attendance at meetings of the Association.
4. SAFETY AND ACCIDENT PREVENTION COMMITTEE: The Safety and Accident Prevention Committee shall study and report to the Board of Directors upon matters pertaining to safety methods and accident prevention for the protection of all persons within the building and contracting industry.
5. PROGRAM COMMITTEE: The Program Committee shall be responsible for the arrangements for the scheduled and annual meetings of the membership.
6. OFFICE MANAGEMENT COMMITTEE: The Office Management Committee shall be responsible for the overall management of the HICA offices.
7. FINANCE AND AUDIT COMMITTEE: The Finance and Audit Committee shall review the financial condition and requirements of the Association and with the assistance of the manager prepare and submit an annual budget to the Board of Directors.
8. WELFARE COMMITTEE: The Welfare Committee shall keep the Association advised of the need for assistance for members of the Association both active and retired. Appropriate actions will be taken by the committee in accordance with current policies pertaining to welfare assistance. In addition this committee will also inquire into the health of those members who may be indisposed or in need of assistance and will do whatever they can to assist those members and they will report to the Association their actions and recommendations in these cases.
9. ENVIRONMENTAL COMMITTEE: The Environmental Committee shall keep the Association informed on current laws, rules and regulations pertaining to environmental controls. The committee shall coordinate its efforts with other environmental committees in the State.
10. ECONOMIC DEVELOPMENT COMMITTEE: The Economic Development Committee shall study and report to the Board of Directors on matters pertaining to the Economic Development of the County of Hawaii and the State of Hawaii. Coordination with other private groups, Associations, and with the County and State agencies is an integral part of the committee’s duties.
The Association shall have a seal of such design as the Board of Directors may adopt. The said seal shall be in custody of the Executive Director and shall be affixed by him to membership cards and such other documents as directed by the Board of Directors.
Members may use the emblem of the Association on their stationery, buildings, job signs, equipment and elsewhere, but may not employ it in any grotesque or facetious fashion or in any manner that will reflect adversely upon the dignity or prestige of the Association. Use of the emblems for other purpose may be authorized by the Board of Directors.
1. Every division created by the Board of Directors shall be for the purpose of furthering the interest of the Association and of the public. Each division shall exercise its powers and perform its duties as provided in these By-Laws and in the resolution of the board creating such division.
2. The officers of a division shall be the Chairman and Vice-Chairman who shall be elected at the annual meeting of the division. Officers shall hold office until the next annual meeting or until their successors are elected.
3. The affairs of a division shall be administered by and executive committee. The number of members of the committee shall be fixed by the Board of Directors at the time of creation of the division and such number may be altered from time to time by the board. Members of the executive committee shall be appointed by the Chairman of the committee for one year or until their successors are appointed.
4. The committee shall have power to make rules and regulations to effectuate the purposes of the division. A majority of the committee shall constitute a quorum for the transaction of business. The committee shall have power to take final action on all matters within its jurisdiction, except that on the written request of ten members of the division any action taken by the committee shall be submitted to the membership of the division for approval or rejection at a special meeting called for such purpose. At least forty-eight hours written notice shall state the purpose of the meeting. A vote of the majority of the members at the special meeting shall be controlling upon the committee, provided that at least fifteen members are present. Any vacancy in the office of the Chairman and Vice-Chairman shall be filled by the executive committee. The person appointed to fill such vacancy shall hold office until the expiration of the term of his predecessor.
5. The Chairman, with the approval of the executive committee may appoint committees from time to time for any purpose and prescribe their powers and duties. The Chairman shall have power to discharge any committee when in his discretion, it has failed to carry out its duties. He shall appoint, with the approval of the executive committee, new members to any committee so discharged. All committees, unless otherwise ordered, shall be considered discharged when their reports have been submitted to and accepted by the executive committee.
6. A division may appoint a Manager if approval is given by the Board of Directors. The Manager performs such duties as the executive committee may designate. The Executive Director of the Association may serve as Manager of the committee.
7. The annual meeting of a division shall be held at the hour, place, and time designated by the Chairman with the approval of the executive committee. Other meetings of the division may be called at the hour, date and place designated by the Chairman. Fifteen members shall constitute a quorum for the transaction of business at any meeting of the membership of the division.
8. A nominating committee consisting of five members shall be appointed by the Chairman at least thirty days prior to the annual meeting of the division. This committee shall designate the Vice-Chairman as candidate to be voted for as Chairman; and two members as candidates for Vice-Chairman.
9. The nominations made by the committee of five, or by a majority thereof, shall be filed at least three weeks before the day of election, and notice of such nominations shall immediately be mailed to members at their last known business or residence address. Other members of the division may also make nominations for the office of Vice-Chairman, such nominations be filed with the Executive Director of the Association at least fifteen days before the election. Notice of such additional nominations shall immediately be mailed to members at their last known address. No nominations shall be considered except those made in the manner herein above provided.
10. The officers shall be elected annually by ballot from names presented by the nominating committee, or by independent nominations as herein provided. Election shall be by ballot conducted in the same manner as outlined in ARTICLE XI. In that same manner the Chairman shall appoint at least two judges of election and the judges shall report the result of the ballot to the annual meeting. In case of a tie vote affecting the result, the judges shall cast lots and certify as elected the person whom the lot determines. Each officer elected shall assume the duties of his office.
11. No action taken by an executive committee or the membership of any division shall be binding upon the Association unless ratified by the Association in the manner provided in these By-Laws.
(1) “Agent” means any person who is or was a director, officer, employee or other agent of the corporation, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation.
(2) “Expenses” includes without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Paragraph 3 or Paragraph 4.
(3) “Proceeding” means any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative.
1. The corporation may indemnify any person who has or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgements, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendré or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgement in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner such person reasonably believe to be in or not opposed to the best interest of the corporation and, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability by in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.
3. To the extent that an agent has been successful on the merits or otherwise in defense of any proceeding referred to in Paragraph 1 above or Paragraph 2 above, or in defense of any claim, issue or matter therein, the agent shall be indemnified by the corporation against expenses actually and reasonably incurred by the agent in connection therewith.
4. Any indemnification under Paragraphs 1 or 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standards of conduct set forth in Paragraphs 1 or 2. Such determination shall be made as follows:
(1) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding; or
(2) If such quorum is not obtainable, or, even if obtainable, if a quorum is disinterested directors so directs, by independent legal counsel; in a written opinion; or
(3) By the members of the corporation.
5. Expenses incurred in defending any proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall ultimately be determined that the agent is entitled to be indemnified by the corporation as authorized in this section.
6. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an agent and shall insure to the benefit of the heirs, personal representatives and administrators of such a person.
7. This section does not apply to any proceeding against any trustee, investment manager or other fiduciary of any employee benefit plan in such person’s capacity as such, even though such person may also be an agent of the employer corporation as defined in subsection (a). Nothing contained in this section shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise.
These By-Laws may be amended or new By-Laws adopted by an affirmative vote of two-thirds (2/3) of the voting membership (in person or by proxy), at any meeting duly called and held. Notice of such meeting shall state that a purpose of said meeting is to consider the amendment or adoption of the By-Laws. Copies of the proposed amendments or new By-Laws shall be mailed or faxed to each of the members and a copy shall be posted on the bulletin board of the Association at least ten (10) days immediately preceding the meeting.
The foregoing By-Laws were adopted this 21st day of July, 1988 and were subsequently amended on May, 1994 and October 15, 1998.
I, ROBERT M. YAMADA II, Secretary of the HAWAII ISLAND CONTRACTORS’ ASSOCIATION, hereby attest that the above Article I through XVII comprise the By-Laws of Hawaii Island Contractors’ Association.
Robert M. Yamada II