WAIKOLOA CANOE CLUB BYLAWS
Approved by Board of Directors 11/3/21
Accepted by Vote of Membership on 12/4/21
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,
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 an adult member in good standing who has paid the current yeardues. Family
memberships are limited to two adult voting members.
Section 3.03 MAJORITY
Unless otherwise specified, majority means a simple majority of those present.
Section 3.04 MEMBERSHIP DUES AND RACK RENTAL FEES
The Board of Directors shall determine CLUB membership dues and rack rental fees. Memberships
and rack rental leases shall run from January 1 to December 31. Annual membership dues and rack
rental fees are due in January. Payment of CLUB Membership 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, they may be barred from further participation in CLUB practices, races, activities,
meetings and use of CLUB facilities and/or equipment until such payment and signing is made.
Only members in good standing are eligible to lease rack space. Members who
fail to renew their membership and rack rental leases risk losing their storage
space and being placed on the waiting list until such time a new space is
available.
Dues for new members joining after October 1st will be prorated at 1⁄4 the amount
of the designated annual fee.
New rack rental leases initiated after October 1st will be prorated at 1⁄4 the
designated annual rate.
Proration of membership dues and rental fees applies to new members only, not
to existing or former members who have let their membership lapse.
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.
Section 3.06 MEMBERSHIP REMOVAL
Any member may be removed as a Member of the Club, with cause, by the affirmative vote of the
majority of the full Board of Directors 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.
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
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. The Directors elected shall take office at the annual membership meeting. The Head
Coach shall be an honorary Board of Directors member with no voting power.
Each member of the Board shall be elected for a term of three (3) years. The terms of the Board
members shall be staggered with one-third of theBoard being elected annually.
To transition to a staggered Board, nine (9) members of the Board shall beelected at the election
following ratification of these By-Laws. The three members receiving the highest number of votes
will commence three (3) year terms. The three (3) members receiving the next highest vote totals will
commence two (2) year terms and the remaining three (3) members will commence one (1) year
terms.
Section 4.04 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 4.05 REMOVAL OF DIRECTOR
The Board may remove by majority vote of the full Board an Officer, Director, or Advisor for failure
to perform his/her duty or for other good cause. The Secretary, or other person designatedby the
President, shall provide notification of this proposed action to the Member with sufficient time for the
Board Member’s preparation for the meeting. The date, time and location of the meeting shall be
included in the notice.
Section 4.06 RESIGNATION OF DIRECTOR
Any Director may resign at any time by giving notice of such resignation in writing to the Board.
Section 4.07 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 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. The replacement shall serve for the remainder
of the term of the outgoing board member.
Section 4.08 FUNCTIONS and DUTIES OF THE OFFICERS
(a) PRESIDENT:
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.
(c) SECRETARY:
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.
(d) TREASURER:
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.
Section 4.09 FUNCTIONS AND DUTIES OF THE COACHES
The Coaches:
(a) Must commit themselves for the entire regatta season, unless the Boardapproves an earlier release, and
shall not paddle for another club during the regatta season.
(b) Arrange for practice schedules and coordinate the schedules with theHead Coach.(Arrange for the
entry
(c) Arrange for the entry of crews in every regatta. The Head Coach will make the final determination
of the selection of crews.
Article V. ELECTIONS AND VOTING
Section 5.01 NOMINATIONS
A Nominating Committee, consisting of three members, not seeking election to the Board, shall be
appointed by the President. Any member desiring to become a member of the Board of Directors shall
submit his/hername to the Nominating Committee no later than six weeks before the election. The
Nominating Committee will determine if the member is eligible to become a member of the Board and
if eligible shall add his/her name to the ballot.
Nominations may be made by the general membership following the report of the Nominating
Committee provided the nominee has consented to serveif elected and meets all other eligibility
requirements. Nominations from the general membership must be submitted to the Nominating
Committee no later than four weeks prior to the election.
Section 5.02 VOTING FOR BOARD AT ANNUAL GENERAL MEMBERSHIP MEETING
Voting for the Board at the annual general membership meeting can be done in person or byabsentee
ballot. The procedure for each option is set forth below.
(a) In Person
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 individual who will verify and check off the name of the voter from a
current registration list. The envelope will then be placed in a ballot box. The Nominating Committee
or other persons designated by the Committee willopen and tally the ballots.
(b) Absentee
Absentee voters shall be required to use the official ballot available
fourteen (14) days prior to the annual meeting from the Secretary. Absentee voters shall have the
following options: 1) mail in ballot, 2) provide ballot to member in good standing attending the
meeting, or 3) utilize electronic voting. Absentee voting is permitted only for election ofthe Board.
- Mail in ballot
Ballot must be placed in a sealed envelope with the member’s signature across the seal. This envelope
must be placed in a second sealed envelopeand mailed to the Club PO Box. The second envelope must
bear the member’s printed name on the return address line. Ballot must arrive at thePO Box no later
than Friday before the meeting. The Secretary shall bring these ballots to the annual meeting. - Ballot brought by another member.
Ballot must be prepared in same manner as if being mailed, but instead of mailing, ballot shall be
provided to another member attending the meeting.Member attending the meeting shall handle the ballot
as if it were being voted using the in person procedure. - Electronic 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 shall be sent out
no later than 14 days prior to the annual meeting. Electronic Voting will close at 2 fulldays 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.
Section 5.03 Counting of Ballots and Tie Votes
The Nominating Committee shall be responsible for counting theballots. In the event a tie vote occurs for
the ninth seat on the Board, a majority of the members physically present at the annual meeting shall
determine, by secret ballot, the member elected to that seat.
Section 5.04 Election of Officers
Immediately following the annual meeting, the newly electedBoard of Directors shall meet and
elect the Officers for the positions set forth in 4.07
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 in conjunction with the election of the Board of Directors.
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 the Directors.
General Membership: A quorum for a meeting of the General Membership shall consist of twenty five
percent of the Members-in-Good-Standing physically present at the meeting. If a quorum exists a
majority vote by Members-in-Good-Standing in attendance will pass or deny any motion. Electronic
voting cannot be used to establish a quorum or vote on motions presented at the meeting.
Section 6.03 NOTICE OF MEETINGS
The Secretary shall give at least two (2) weeks’ notice of all meetings, unless an emergency exists to
justify a shorter time period. The notice shall set forth the date, time and place of the meeting along
with the meeting agenda. Notice shall be given by email and posted on the Club website.
Section 6.04 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 6.05 MEETINGS OF THE GENERAL MEMBERSHIP
The General Membership meeting shall be held each year, but no earlier than December 1 and no later
than January 31 of the following year.
Section 6.06 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 6.07 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 Board approval prior to the
event taking place.
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 persons as shall be
provided by general or special resolution of the Board, and in the absence of any such general or
special resolution, then such instruments shall be signed by the President, Vice President, Treasurer, or
Secretary, in such order of availability. The Board shall establish spending limits for the Treasurer
utilizing his/her signature individually. Amounts above the limits must be approved by the Board and
require two signatures of members designated by the Board.
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 by a majority of the Board if subsequently ratified by a majority of the
votes cast by the General Membership as part of the annual ballot for the election of Board members.
Proposed amendments shall be available for review on a Club website at least two weeks (14 days)
prior to the annual meeting. Any amendment to the bylawswill be effective after the designated
Officers have signed the revised bylaws.
Article X. DISSOLUTION
Upon dissolution of the CLUB, the Board of Directors shall, after paying or making provision for
payments of the liabilities of the CLUB, including the costs and expenses of such dissolution, dispose
of all the assets of the CLUB to an organization described in Section 501(c)(3) or 170(c)(2) of the
Internal Revenue Code. Assets will be distributed in accordance with law.