WAIKOLOA CANOE CLUB BYLAWS
Revised September 12, 2012
Approved by Board of Directors September 12, 2012
Accepted by Vote of Membership on October 10, 2012
Article I. PURPOSES, NAME, LOCATION, NONPROFIT CHARACTER, ACCEPTANCE, LEGISLATIVE INFLUENCE
Section 1.01 NAME
The name of this organization shall be WCC, Inc., doing business as Waikoloa Canoe Club hereinafter referred to as the CLUB.
No individual or organization is permitted to use the name, logo, or insignia of the CLUB without the expressed written permission of the Board of Directors.
Section 1.02 PURPOSES
The primary purposes of the CLUB are educational and athletic in the manner as follows:
- To receive, develop, and perpetuate Hawaiian culture and traditions through instruction and training.
- To promote the understanding of the Hawaiian community in Hawaiian culture and traditions.
- To encourage, maintain, and perpetuate authentic Hawaiian canoe racing.
- To foster the preservation of Hawaiian koa canoes in the State of Hawaii.
Section 1.03 LOCATION
The address of the principal office of Waikoloa Canoe Club shall be P. O. Box 384287, Waikoloa, Hawaii 96738, and the location of the canoes belonging to the CLUB is at Anaeho’omalu Bay, Waikoloa, Hawaii.
Section 1.04 NONPROFIT CHARACTER
The CLUB is a non-profit corporation organized in accordance with the laws of the State of Hawaii, exclusively for educational and charitable purposes within the meaning of section 501(c) (3) of the Internal Revenue code.
The CLUB shall be a nonprofit CLUB, and any net income or earnings which may be derived from its operations and in pursuance of the purposes of the CLUB shall not inure to the benefit of any member, Director, or Officer of the CLUB, or any private individual, but shall be used to promote the purposes of the CLUB, in accordance with the charter of incorporation.
Section 1.05 ACCEPTANCE
The CLUB does not discriminate against race, color, religion, or creed, nor does it tolerate sexual, verbal, physical, or any other type of harassment.
Section 1.06 LEGISLATIVE INFLUENCE
The CLUB shall not attempt to influence legislation nor participate in any political campaign on behalf of any candidate for public office. The CLUB will not engage in any activities that are not in furtherance of the purpose of Waikoloa Canoe Club.
Article II. MEETING LOCATIONS, SEAL, COLORS
Section 2.01 MEETING LOCATIONS
The meeting locations of the CLUB shall be within the County and State of Hawaii, and Board of Directors (hereafter known as “Board”, the “Board of Directors” or the “BOD”) will announce such place for meetings as set forth in the By-Laws to the General Membership.
All meetings of the Members and of the Board shall be held at a pre-determined and announced location. Any meeting, regular or special, of either the Board or of the Members, may be held by telephone conference or similar communication equipment so long as all Directors or all Members participating in the meeting can hear one another, and all such Directors or Members shall be deemed to be present in persona at the meeting.
Section 2.02 SEAL
The Board may adopt and use a common seal for the CLUB and such seal shall be rectangle in form and shall bear the name of the CLUB and such other words, devices and inscriptions as the Board shall prescribe.
Section 2.03 COLORS
The CLUB colors are Purple and White.
Article III. MEMBERSHIP & DUES
Section 3.01 MEMBERS-IN-GOOD-STANDING
Membership shall be open to any individual interested in reviving, developing and perpetuating Hawaiian culture and traditions through instruction and training.
A Member in Good Standing is a member who has paid all required dues and fees and has discharged all required obligations to the CLUB for the current term of membership and is an active participant in CLUB events and activities.
Section 3.02 VOTING MEMBERSHIP
A voting member is a member in good standing who has attained the age of 18 years as of the date of any CLUB election. All members in good standing from the previous season and new members who pay their dues at or prior to the Annual Meeting will have a vote at the Annual Meeting.
Section 3.03 MAJORITY
Unless otherwise specified, majority means a simple majority of those present.
Section 3.04 MEMBERSHIP DUES
The Board of Directors shall determine CLUB membership dues and membership shall run from January 1 to December 31. Annual membership dues are due in January. Payment of CLUB fees are due after the third time a member has paddled with the CLUB. If a member fails to make payment of the annual dues, submit a membership form, and sign the HCRA waiver, s/he may be barred from further participation in CLUB practices, races, activities and meetings and use of CLUB facilities and/or equipment until such payment and signing is made.
Section 3.05 GENERAL MEMBERS- POLICIES, PROCEDURES, & CODE OF CONDUCT
All Members are obligated to follow all CLUB policies, procedures, and codes of conduct as adopted by the Board. This includes, but is not limited to, written documentation presented and signed by all Members and verbal instruction and/or information presented in person by individuals designated by the Board as having authority to run and operate practices, programs, and competitions.
Section 3.06 GENERAL MEMBERS- VOTING ELIGIBILITY
Persons shall be ineligible to vote or otherwise participate in any meeting until membership dues or other indebtedness are paid and determined to be in good standing as laid out in “Members-In-Good Standing”.
Section 3.07 RACING MEMBERS- RACE PARTICIPATION
Members shall be ineligible to participate in racing events if their dues have not been paid for the current year and determined to be in good standing as laid out in “Members-In-Good Standing”.
Section 3.08 DISTANCE RACES
CLUB shall utilize all currently paid CLUB Racers/Members-in-Good-Standing in crew selections for long distance races before utilizing paddlers from other clubs.
Section 3.09 COMPETING IN DISTANCE RACES FOR OTHER CLUBS
Any CLUB Racer who would like to paddle with another club during long distance racing season due to lack of a CLUB seat either because of crew setups or because the CLUB is not participating in a particular race, may do so by respectfully requesting permission from the Head Coach.
Section 3.10 CLUB PADDLERS
All CLUB paddlers shall support the CLUB in all types of activities year-round, when the paddler is on-island.
Section 3.11 MEMBERSHIP REMOVAL/WITHDRAWAL
Any member may be removed as a Member of the CLUB with cause by the affirmative vote of the majority of the Directors then serving, even if less than a quorum, at any regular or special meeting called for that purpose.
Any Member may withdraw from the CLUB at any time upon giving prior written notice to the secretary and with the understanding that any dues paid to the CLUB will be surrendered and non-recoverable.
Member removal is subject to violation of the CLUB rules, regulations, policies, procedures, and codes of conduct as laid out in “GENERAL MEMBERS- POLICIES, PROCEDURES, & CODE OF CONDUCT”.
Article IV. OFFICERS AND BOARD OF DIRECTORS
Section 4.01 EXCEPTION TO LIABILITY
Any person who serves as a Director or Officer of the CLUB without remuneration or the expectation of remuneration shall not be liable for damage, injury or loss caused by or resulting from such person’s performance of, or failure to perform, duties of the position to which the person was elected or appointed. Reference Charter of Incorporation, Article VII.
Section 4.02 POWERS
The Board shall manage, direct, and control the activities, affairs, and property of the CLUB.
Section 4.03 BOARD OF DIRECTORS
The Board of Directors shall consist of no less than three (3) and not more than nine (9) elected members, including the elected officers. The Officers and Directors elected shall take office at the annual membership meeting. The members of the Board shall be active members in good standing and shall be elected for a term of one (1) year. The Head Coach shall be an honorary Board of Directors member with no voting power.
Section 4.04 BOARD OF DIRECTORS CLUB LOYALTY
Any member of the Board may not be registered as a racer with another canoe club. Any member of the Board may not paddle competitively during regatta season with another club. In addition, no Board member may paddle with another club during long distance season unless following protocol for all CLUB Members as cited in “COMPETING IN DISTANCE RACES FOR OTHER CLUBS” and will result in expulsion as stated in “MEMBERSHIP REMOVAL/WITHDRAWAL”.
Section 4.05 BOARD OF DIRECTORS COMMITTEE INVOLVEMENT
The At Large Board of Directors will head various committees, as needed.
Section 4.06 COMPENSATION
The Officers and Directors of the organization will receive no compensation for their services, and may be reimbursed only for expenses related to the business of the CLUB that have been approved by the Board.
Section 4.07 REMOVAL OF DIRECTOR
The Board may remove by majority vote an Officer, Director, or Advisor for failure to perform his/her duty or for other reasons as deemed necessary. The Secretary, or other person designated by the President, shall provide notification of this proposed action to the Member with sufficient time for the Board Member’s preparation for an appeal. The date, time and location of the meeting shall be included in the notice.
A Special Meeting as referred to in ”SPECIAL MEETINGS” may be called to request a recall or removal of one of the Board of Directors for failure to perform his/her duty or for other reasons as deemed necessary. The Secretary, or other person designated by the President, shall provide notification of this proposed action to the member with sufficient time for the Board Member’s preparation for an appeal. The date, time and location of the meeting shall be included in the notice.
Section 4.08 RESIGNATION OF DIRECTOR
Any Director may resign at any time by giving notice of such resignation in writing to the Board.
Section 4.09 BOARD NUMBER and ELECTIONS
The Board will exercise executive power of the organization. These include the President, Vice President, Treasurer, Secretary, and Board Members at Large.
Section 4.10 VACANCIES
In the event a vacancy occurs in any office due to a change in status, resignation or otherwise, such office or directorship will be filled in the following manner:
a. The Executive Vice President shall assume the office of the President of the Board if the Presidency is vacant, or the President is absent.
b. The President shall appoint replacements for all other vacancies subject to approval by the Board, if deemed necessary to replace the outgoing board member.
Section 4.11 FUNCTIONS and DUTIES OF THE OFFICES
The President shall be the principal executive officer of the CLUB, and shall, in general, supervise, call and preside at all meetings of the members. The President shall act and speak on behalf of the CLUB and shall be responsible for general administration. The President shall identify an Officer or Director to represent the CLUB at Moku O Hawaii meetings as the primary MOH representative.
(b) VICE PRESIDENT:
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of the President; and shall perform such other duties as from time to time be assigned by the President.
The Secretary shall keep minutes of the Board of Directors meetings, General Membership meetings and records of such activities that may require archiving. Additional duties include providing an agenda for Board and General Membership meetings.
The Treasurer shall oversee compliance with non-profit laws and regulations, is the Financial Officer, and will supervise the maintenance of all funds of the organization. S/he will provide timely reports, maintain payables and receivables accounts, and provide other duties as prescribed by the Board.
Article V. ELECTIONS AND VOTING
Section 5.01 NOMINATIONS FROM GENERAL MEMBERSHIP
Nominations may be made from the floor following the report of the nominating committee, provided the nominee has consented to serve if elected and meets all other eligibility requirements.
Section 5.02 IN-PERSON VOTING
(a) Option One
Each member shall receive a blank ballot and a blank envelope. Once the ballot is completed, member will place a folded ballot into the blank envelope and seal, then print legibly and sign their name across the seal.
Ballots will be submitted to an identified individual who will verify and check off the name of the voter from a current registration list. The envelope will then be passed to a second individual to separate the ballot from the envelope. A third and fourth individual will then open and tally the ballots separately. A discrepancy in voting will be recounted by the original envelope recipient.
In this manner, privacy will be retained but there will be accountability in each vote cast.
(b) Option Two
Each currently registered member will be provided a ballot. Upon completion of his or her ballot, individuals will return to an identified individual to then sign off on the registration sheet against his or her name and place their ballot into the ballot box. Ballot box is then submitted to two individuals who will each tally independently. A discrepancy in voting will be recounted by a fourth party.
(c) Additional Voting Procedures
CLUB members-in-good-standing may vote as an Absentee member and make his or her own voting decisions. Absentee voters would be required to use the official ballot, available fourteen (14) days in advance, from the WCC Secretary. Absentee voters would be required to submit their votes in one of 4 (four) ways using the official ballot:
- Mail to the CLUB PO Box and print name and sign across the back of the envelope seal to validate. Ballot must arrive to PO Box no later than Friday before the set meeting date.
- Submit ballot in a sealed envelope, with name printed and signed across the seal, to the WCC Secretary.
- Give ballot to a member-in-good-standing in a sealed envelope with name printed and signed across the seal.
- Drop ballot off with designated individual on the day of the meeting at the meeting location in a sealed envelope with name printed and signed across the seal.
In any of the four methods submitted, envelope is to be opened at the meeting only via stated procedure for all members’ votes.
(ii) ABSENTEE SUBMISSION
All mailed Absentee submissions will be brought, unopened, to the meeting for validation.
(iii) ON LINE VOTING
Electronic voting via the internet will be allowed and will utilize one of the on-line voting/survey services offered. All registered members selecting to vote electronically will need to ensure their current email address is entered in HCRApaddler.com in order to receive the ballot. Electronic ballots to be sent out no later than 14 days prior to the annual meeting. Electronic Voting will close at 2 full days prior to the Annual Meeting date. (Example; Annual meeting is Saturday, online voting will end at 11:59 pm HST on the Wednesday prior). Actual date and time of deadline for vote submission will be included in email communication opening the online vote. Actual time of closing of the vote will be based on either HST or the standard time of the voting/survey service. The nominating committee chair or a committee designee (not running for the board) will pull online results for submission at the Annual meeting.
Article VI. MEETING AND GENERAL RULES
Section 6.01 MEETINGS
The Board of Directors will hold monthly meetings at a time and place determined by mutual agreement. The President or any two Officers/Directors may call special meetings. General Membership meetings shall be held annually.
Section 6.02 QUORUM
- Regular or Special Board of Directors Meeting: A quorum for a meeting of the Board shall consist of a majority of Directors.
- General Membership or Special Meeting: Members-in-Good-Standing in attendance at a General Membership meeting will constitute a quorum. A majority vote by Members-in-Good-Standing in attendance will pass or deny any motion.
Section 6.03 REGULAR MEETINGS
The Board may establish regular meetings to be held in such places and at such times as are necessary.
Section 6.04 SPECIAL MEETINGS
Special meeting of the Board may be called by the President or Vice President or by petition of five (5) or more Members-In-Good-Standing. Location, time, and date of such meetings, even on short notice, would need to be posted with all necessary information to encourage attendance.
Section 6.05 NOTICE OF MEETINGS
Secretary shall be given at least two (2) weeks’ notice, unless declared as an emergency, the date, time and place of any meeting regarding CLUB business through identified and available means to the General Membership.
Section 6.06 ACTION WITHOUT MEETING
Any action required, or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent to such action. Such consent will be indicated in the minutes of the next monthly Board of Directors meeting. Such action will have the same force and effect as a unanimous vote of the Officers and Directors.
Section 6.07 MEETINGS OF THE GENERAL MEMBERSHIP
The annual membership meeting shall be held at the beginning of each calendar year, but no earlier than December 1 of the preceding year and no later than January 31 of the current year.
Section 6.08 BOOKS and RECORDS
The CLUB will keep correct and complete books and records of its accounts, meetings and proceedings, and Board of Directors members will retain possession of all valuable papers and documents of the organization. The Board will obtain an audit of the CLUB’s financial records by a certified accountant if necessary to comply with the articles of incorporation and non-profit status in the State of Hawaii.
Section 6.09 USE OF “ROBERTS RULES OF ORDER, NEWLY REVISED”
“Roberts Rules of Order, Newly Revised” shall be parliamentary authority for all matters of procedure not specifically covered by these bylaws.
Article VII. COMMITTEES
Section 7.01 FORMULATION
(a) Ad Hoc Committees
The organization may, by resolution(s) passed by a majority of the Board of Directors, appoint ad hoc committees for any purpose. Such committees will at all times be subject to the control of the President. Each committee will consist of at least two (2) persons and will have a Chairperson appointed by the Board. Committee terms will be a commitment of one (1) year or until the work of the committee is accomplished.
(b) Standing Committees
The President, with the approval of the Board of Directors, shall appoint the Chairs of the following Standing Committees:
- Nominating Committee
- Great Waikoloa Canoe Race Committee
- Fundraising Committee
Article VIII. CONTRACTS, EVENT AUTHORIZATION, INSTRUMENTS, FACSIMILE SIGNATURES
Section 8.01 AUTHORITY OF BOARD
The Board, except as indicated in these By-Laws, may authorize any Officer or agent to enter into any contract or to execute and delivery any document, instrument or writing of any nature in the name of and on behalf of the CLUB, and such authority may be general or confined to a specific instance; and unless so authorize by the Board, no Officer, trustee, agent, employee, or member shall have any power or authority to bind the CLUB by any contract or engagement, pledge its credit, or to render it liable pecuniary for any purpose or to any amount.
Section 8.02 EVENT AUTHORIZATION
All fundraising and CLUB events must first be submitted to and receive voted Board approval prior to establishment.
Section 8.03 AUTHORIZED SIGNATURES
All checks, letters of credit, drafts, notes, bond, orders for the payment of money, acceptances, deeds, leases, contracts, and all other instruments shall be signed by such person or person as shall be provided by general or special resolution of the Board, and in the absence of any such general or special resolution application to any such instrument, then such instruments shall be signed by the President, Vice President, Treasurer, Secretary, or, of appointed and Assistant Treasurer or an Assistant Secretary in such order of availability.
Section 8.04 FACSIMILE OR ELECTRONIC SIGNATURES
The Board may provide for the execution of any corporate instrument or writing, including but not limited to checks, letters of credit, drafts and other orders for the payment of money, by means of the printed, lithographed or engraved facsimile signature, electronic signature or signature of the person or persons authorized to sign the checks.
Article IX. AMENDMENTS
The Bylaws may be amended at a General Membership or Special Meeting via the quorum rules as referenced in ”QUORUM”, provided that all proposed amendments shall have been circulated to members at least two weeks (14 days) prior to the meeting, at which time the subject of Proposed Amendments shall be included on the agenda. Any amendment to these bylaws will be effective after the designated Officers have signed the revised Bylaws.
Notification will consist of an announcement in the CLUB newsletter to be emailed to all members in good standing, posted on the CLUB bulletin board and/or via other approved means of communication.