BYLAWS OF VALLEY ISLE SPORT SHOOTERS CLUB INC.
ARTICLE 1 — ORGANIZATION
1.1) Name — This organization shall be known and designated as VALLEY ISLE SPORT SHOOTERS CLUB INC. (hereinafter the “Corporation”), and these bylaws (the “Bylaws”) shall govern the business and affairs of the Corporation, subject to the provisions of the Corporation’s Articles of Incorporation and any applicable provisions of the State of Hawaii Nonprofit Corporation Act codified at Hawaii Revised Statutes Chapter 414D (the “Act”) and such other applicable state or federal laws as the same may be now in effect or as they may be amended.
1.2) Registered Office — The registered office of the Corporation shall be located within the State of Hawaii, as set forth in the Articles of Incorporation. The registered office need not be the same as the principal place of business of the Corporation. The Board of Directors shall have authority to change the registered office of the Corporation and a statement evidencing any such change shall be filed with the State of Hawaii Department of Commerce and Consumer Affairs, as required by law.
1.3) Offices — The Corporation may have other offices, including its principal business office, either within or without the State of Hawaii.
1.4) Corporate Seal — The corporation shall not have a corporate seal.
1.5) Formation — The corporation was formed on January 1, 2015 upon the filing of Articles of Incorporation with the State of Hawaii Department of Commerce and Consumer Affairs.
ARTICLE 2 — PURPOSES AND POWERS
2.1) Purposes — Subject to the provisions of the Act, the Corporation is organized exclusively to operate the Ukumehame Firing Range on behalf of the County of Maui and activities related thereto, and to do and carry on any lawful business or activity whatsoever in connection with the foregoing that is calculated, directly or indirectly, to promote or support the aforesaid purpose of the Corporation. The Corporation shall be operated exclusively for such purposes, and no part of its net earnings shall inure to the benefit of, or be distributable to its Directors, officers, or any private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by officers, Directors, and 2 members of committees of the Corporation, and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
2.2) Powers — To effectuate the foregoing purposes, the Corporation shall be managed by, and the control and disposition of its properties and funds shall be vested in, the Board of Directors.
ARTICLE 3 – BOARD OF DIRECTORS
3.1) General Powers — The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.
3.2) Number — The Board of Directors shall consist of at least eight (8) individuals. The initial directors of the Corporation shall be:
GENER MACARAEG, STANLEY MAEDA, MICHAEL RILEY, BRUCE BRAUN, JONATHAN ACOSTA, MIKE ING, CARL DELAPINIA, JEFFERY STONE
3.3) Qualifications; Election — Directors need not be residents of the State of Hawaii. Directors must be natural persons, and a majority of the directors must be of full legal age. Directors shall be elected by the Board of Directors at an annual meeting, if any, or at any special meeting of the directors called for that purpose.
3.4) Terms —
(a) Length — The term of office of each member of the first Board of Directors shall be four (4) years and until such director’s successor shall have been elected and qualified.
(b) Staggered Terms — The Board of Directors shall have the authority to stagger the terms of directors by dividing the total number of directors into one or more groups. The terms of office of any such groups need not be uniform.
3.5) Resignation — A director may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation unless a later effective time is specified in the notice. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date, provided that the successor does not take office until the effective date.
3.6) Removal of Directors — A director may be removed at any time, with or without cause, by a majority of the Board of Directors.
3.7) Vacancies —
(a) If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, a majority of the remaining members of the Board of Directors may fill the vacancy by electing a new director.
(b) A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
3.8) Board Meetings —
(a) Time; Place — The Board of Directors shall meet periodically but shall not be required to meet annually. Meetings of the Board of Directors may be held from time to time at any place, within or without the State of Hawaii, as the Board of Directors may select. If the Board of Directors fails to select a place for meeting, the meeting shall be held at the principal business office of the Corporation.
(b) Meetings By Remote Communications — Any meeting among directors may be conducted by any combination of means of communication through which the directors may participate with each other during the meeting, if the number of directors participating in the meeting would be sufficient to constitute a quorum at a meeting and if the same notice is given of the meeting as would be required for a Board of Directors meeting under these Bylaws. Participation in a meeting by that means constitutes presence at the meeting.
(c) Calling Meetings; Notice — A director may call a Board of Directors’ meeting by giving five (5) days’ written notice to all directors of the date, time, and place of the meeting. The notice shall state the purpose of the meeting. If the day or date, time, and place of the Board of Directors’ meeting have been announced at a previous meeting of the Board of Directors, notice is not required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
(d) Waiver of Notice — A director may waive notice of a meeting of the Board of Directors. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.
3.9) Quorum — A majority of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum.
3.10) Acts of the Board of Directors — The acts of a majority of directors present at a meeting at which a quorum is present are the acts of the Board of Directors.
3.11) Action Without Meeting — Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting and notice thereof by a written action setting forth the action taken signed or consented to by authenticated electronic communication by the number of directors required to take the action at a duly held meeting of the Board of Directors at which all of the directors are present. In the event a written action is signed or consented to by authenticated electronic communication by less than all of the directors, any directors not signing the written action will be notified as soon as reasonably possible of the consent of the action and the effective date of such action. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions so taken. The written action is effective when signed or consented to by authenticated electronic communication by the required number of directors, unless a different effective time is provided in the written action.
3.12) Committees — By the affirmative vote of a majority of the directors, the Board of Directors may establish committees having the authority of the Board of Directors in the management of the business of the Corporation to the extent provided in a resolution of the Board of Directors. Committees shall be subject at all times to the direction and control of the Board of Directors. Committee members shall be natural persons. A committee shall consist of one or more persons, who need not be directors, appointed by the Board of Directors. Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to directors.
ARTICLE 4 — OFFICERS
4.1) Appointment of Officers — The Board of Directors shall, from time to time, appoint a President, one or more Vice Presidents, a Treasurer and a Secretary. In addition, the Board of Directors may appoint such other officers and agents as it may deem necessary. The officers shall exercise such powers and perform such duties as are prescribed by applicable statutes, the Articles of Incorporation, these Bylaws, or as may be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.
4.2) President — The initial President of the Corporation shall be Raymond Ishii and he shall:
(a) Have general active management of the business of the Corporation;
(b) When present, preside at meetings of the Board of Directors and of the members, if any;
(c) See that orders and resolutions of the Board of Directors are carried into effect;
(d) Sign and deliver in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Board of Directors to another officer or agent of the Corporation;
(e) Maintain records of and, when necessary, certify proceedings of the Board of Directors and the members, if any; and
(f) Perform such other duties as prescribed by the Board of Directors.
4.3) Vice President — The initial Vice President of the Corporation shall:
(a) Have general active management of the business of the Corporation;
(b) See that orders and resolutions of the Board of Directors are carried into effect;
(c) Sign and deliver in the name of the Corporation, deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Board of Directors to another officer or agent of the Corporation;
(d) Maintain records of and, when necessary, certify proceedings of the Board of Directors and the members, if any; and
(e) Perform such other duties as prescribed by the Board of Directors.
4.4) Treasurer — The initial Treasurer of the Corporation shall be RONALD KAWAHARA and he shall:
(a) Keep accurate financial records for the Corporation;
(b) Deposit all money, drafts, and checks in the name of and to the credit of the Corporation in the banks of the depositories designated by the Board of Directors;
(c) Endorse for deposit notes, checks, and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers for the deposits;
(d) Disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors;
(e) Upon receipt, provide the Board of Directors with an account of transactions by the Treasurer and of the financial condition of the Corporation;
(f) Prepare and file all reports required by law or regulation; and,
(g) Perform such other duties as prescribed by the Board of Directors.
4.5) Secretary — The initial Secretary of the Corporation shall be Everett Balmores and shall:
(a) Keep, or cause to be kept, a book of minutes, at the principal office or such other place as the Board of Directors may order, of all meetings of directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, and the proceedings thereof;
(b) Give, or cause to be given, notice of all the meetings of the Board of Directors required by the bylaws to be given; and,
(c) Perform such other duties as prescribed by the Board of Directors.
4.5) Assistant Officers — In the event of absence or disability of the Treasurer, the assistant to such officer, if any, shall succeed to the powers and duties of the absent officer until the principal officer resumes his or her duties or a replacement is elected by the Board of Directors. If there are two or more assistants, the order of succession shall be determined through seniority by the order in which elected or as otherwise prescribed by the Board of Directors. The assistant officers shall exercise such other powers and duties as may be delegated to them from time to time by the Board of Directors or the principal officers under whom they serve, but they shall at all times remain subordinate to the principal officers they are designated to assist.
4.7) Term of Office — The officers shall hold office for the term for which they were appointed and until their successors are appointed and qualified.
4.8) Delegation — An officer may, with the approval of the Board of Directors, delegate some or all the duties or the powers of such officer to other persons. An officer who delegates the duties or powers of his or her office remains subject to the standard of conduct for an officer with respect to the discharge of the delegated duties and powers.
4.9) Resignation — An officer may resign by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is named in the notice.
4.10) Removal — An officer may be removed, with or without cause, by a resolution adopted by the Board of Directors.
4.11) Vacancy — A vacancy in an office because of death, resignation, removal, disqualification, or other cause may be filled for the unexpired part of the term by an appointment made by the Board of Directors.
ARTICLE 5 — MEMBERS
5.1) Members — The Corporation shall not have any members.
ARTICLE 6 — EXPENDITURES
6.1) Expenditures — The expenditure of any funds of the Corporation shall be within the sole discretion of the Board to the extent permitted by law.
ARTICLE 7 — LOANS; OBLIGATIONS
7.1) Loans; Guarantees —
(a) Prerequisites — Subject to paragraph (b) below, the Corporation may lend money to, guarantee, or pledge its assets as security for an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs:
(1) is in the usual and regular course of activities of the Corporation;(2) is with or for the benefit of a related organization, an organization in which the Corporation has a financial interest, a person with whom the Corporation has a relationship in the course of its activities, or an organization to which the Corporation has the power to make donations; and
(3) has been approved by a two-thirds (2/3) majority of the Board of Directors.
(b) Limitations — The Corporation may not lend money to or guarantee the obligation of a director, officer, or employee of the Corporation or a related organization or of a spouse, parent, child, spouse of a child, brother, sister, or spouse of a brother or sister of a director, officer, or employee, unless the loan or guarantee may reasonably be expected, in the judgment of the Board of Directors, to benefit the Corporation.
ARTICLE 8 — FINANCIAL MATTERS
8.1) Fiscal Year — The fiscal year of the Corporation shall be a calendar year, unless otherwise determined by the Board of Directors.
8.2) Books and Records; Financial Statement — The Corporation shall keep at its registered office correct and complete copies of its Articles of Incorporation and Bylaws, accounting records, and minutes of meetings of the Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE 9 — AMENDMENT OF ARTICLES AND BYLAWS
9.1) Amendment of Articles — The Articles of Incorporation of the Corporation may be amended to include or modify a provision that is required or permitted to appear in the Articles of Incorporation or to omit a provision not required to be included in the Articles of Incorporation. The majority of the Board of Directors may amend the Articles of Incorporation.
9.2) Amendment of Bylaws — These Bylaws may be amended to include or modify a provision that is permitted to appear in the Bylaws. The majority of the Board of Directors may amend these Bylaws.
ARTICLE 10 — MISCELLANEOUS
10.1) Expenditures — All checks, drafts, and orders for the payment of money shall be signed in the name of the Corporation by the President, Vice President or Treasurer of the Corporation and such other persons as the Board shall designate from time to time.
10.2) Execution of Instruments — When the execution of any pledge, contract, conveyance, loan agreement, or other instrument has been authorized by the Corporation, the President, Vice President, Treasurer or the agent designated in writing by the Board may execute the instrument in the name of and on behalf of the Corporation.