Amended LCA Bylaws:
The Laie Community Association Bylaws, with amendments approved in August 1999 and shown as the “redline” portion, follow. Hard copies of the Bylaws may also be previewed at Theresa Bigbie’s office, BYU Hawaii Division of Continuing Education; or at the Hawaii Reserves, Inc. (HRI) management office in Laie Shopping Center.
BY-LAWS OF LAIE COMMUNITY ASSOCIATION
Section 1. The principal office of the corporation shall be at Laie, City and County of Honolulu, State of Hawaii.
Section 2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or as the business of the corporation may require.
Section 1. Number, Term, Quorum. The number of directors shall be not less than nine (9). The Board of Directors shall have the power from time to time to fix the number of directors at such figure in excess of nine (9) as it shall deem proper. The directors shall be elected at the annual meeting of the members and each director shall be elected to serve for one year two years until his successors shall be elected and shall qualify: PROVIDED that in the event of failure to hold such meeting or to hold such election at such meeting, it may be held at any special meeting of the members called for that purpose. Directors need not must be members.A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained and no further notice thereof need be given other than by announcement at said meeting which shall be so adjourned.No Director shall be expelled for cause except upon reasonable notice and after having been afforded an opportunity for a fair and impartial hearing before a Special Committee of the Board of Directors.Section 3. Election of Officers. At the first meeting or at any subsequent meeting called for the purpose, the directors shall elect a President from their number, one or more Vice Presidents, a Treasurer and a Secretary, who need not be directors. Such officers shall hold office until the next annual meeting of officers until earlier removed, and until their successors are elected and qualify.Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places as shall be determined by resolution of the Board of Directors.Section 5. Special Meetings; How Called; Notice. Special meetings of the Board of Directors may be held from time to time at such times and places as may be designated by the President, or by the Secretary, or by any four (4) of the directors upon not less than one (1) day’s notice to each director.Section 6. Place of Meeting. The directors may hold their meetings and have one or more offices at such place as they may from time to time by resolution determine.Section 7. General Powers of Directors. The Board of Directors shall have the management of the business of the corporation and, subject to the restrictions imposed by law, by the Charter of Incorporation, or by these by-laws, may exercise all the powers of the corporation.Section 8. Specific Powers of Directors. Without prejudice to such general powers, it is hereby expressly declared that the Directors shall have the following powers, to wit:
- To adopt and alter a common seal of the corporation:To make and change regulations, not inconsistent with these by-laws, for the management of the corporation’s business and affairs;To purchase or otherwise acquire for the corporation and property, rights or privileges which the corporation is authorized to acquire;To pay for any property purchased for the corporation, either wholly or partly in money, stock, bonds, debentures or other securities of the corporation;To borrow money and to make an issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements and to do very act and thing necessary to effectuate the same;To remove any officer for cause, or summarily without cause, and, in their discretion, from time to time, to devolve the powers and duties of any officer upon any other person for the time being;To appoint and remove or suspend such subordinate officers, agents or factors as they may deem necessary and to determine their duties and fix, and from time to time change, their salaries or remuneration and to require security as and when they think fit;To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, agents and factors;To determine who shall be authorized on the corporation’s behalf to make and sign bills, notes, acceptances, endorsements, checks, releases, receipts, contracts and other instruments;To determine who shall be entitled to vote in the name and behalf of the corporation upon, or to assign and transfer, any shares of stock, bonds or other securities of other corporations held by this corporation;To delegate any of the powers of the board in relation to the ordinary business of the corporation to any standing or special committee, or to any officer or agent (with power to subdelegate) upon such terms as they think fit;
- To call special meetings of the members for any purpose or purposes.
Section 9. Compensation of Directors. Directors shall receive no stated salary for their services as directors but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.
Section 1. The officers of the corporation, in addition to the directors, shall be a President, one or more Vice Presidents, a Secretary, A Treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors. One person may hold the offices of Secretary and Treasurer.Section 2. President: The President shall, when present, preside at al meetings of the directors and act as temporary Chairman at, and call to order, all meetings of the members; and he shall have power to call special meetings of the members and directors for any purpose or purposes, appoint and discharge, subject to the approval of the directors, employees and agents of the corporation and fix their compensation, negotiate for contracts and agreements in the name and behalf of the corporation, and while the directors and/or committees are not in session he shall have general management and control of the business and affairs of the corporation; he shall see that the books, reports, statements and certificates required by the statute under which this corporation is organized or any other laws applicable there to are properly kept, made and filed according to law; and he shall generally do and perform all acts incident to the office of President, or which are authorized or required by law.Section 3. Vice President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the directors. In the absence or disability of the President, the Vice Presidents, in order of seniority, Executive Vice President first, and Vice President second, shall exercise the functions of the President.Section 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the members and directors, and all other notices required by law or by these by-laws, and in case of his absence or refusal or neglect so to do, any such notice May be given by an person thereunto directed by the President or by the directors or members, upon whose requisition the meeting is called as provided by these by-laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose and shall perform such other duties as may be assigned to him by the directors or the President or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it when authorized by the directors or the President.Section 5. Assistant Secretaries. The Assistant Secretaries, in the order of their seniority, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the Board of Directors may prescribe.Section 6. Treasurer. The Treasurer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the corporation; he shall receive and give or cause to be given receipts and acceptances for moneys paid in on account of the corporation and shall pay out of the funds on hand all just debts of the corporation of whatever nature upon authority of the same; he shall enter or cause to be entered in the books of the corporation to be kept for that purpose full and accurate accounts of all moneys received and paid out on account of the corporation, and, whenever required by the President or the directors, he shall render a statement of his cash accounts; he shall keep or cause to be kept such books as will show a true record of the expenses, losses, gains, assets and liabilities of the corporation; he shall, unless otherwise determined by the directors, have charge of the original membership books of the corporation; and he shall perform all of the other duties incident to the office of Treasurer. He shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.Section 7. Assistant Treasurers. The Assistant Treasurers, in the order of their seniority, shall, in the absence of disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors may prescribe.Section 8. Absence or Inability. In the case of absence of inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer, or anty director or other person whom it may select.Section 9. Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.Section 10. Salaries. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.Section 11. Terms and Removal. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.Section 12. Bonds. The Board of Directors may, by resolution, require any and all of the officers to give bonds to the corporation, with sufficient surety or sureties, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 1. General. The Board of Directors shall have power to prescribe the qualifications of members and shall fix and amend the initiation fees and dues payable by the members and the terms of payment thereof. The Board of Directors may, bey resolution, set a membership limit. Unless the Board of Directors shall from time to time by resolution otherwise provide, there shall be the following classes of membership;
- Charter Members. Charter members shall be those who contribute Ten Dollars 9$10.00) within ninety (90) days after August 1, 1956, and who thereafter continue to remain in good standing as annual members as is hereinafter provided.Conversion. Conversion members shall be those couples or principals who at any time purchase the fee simple interest in their Laie property from Property Reserve, Inc. and who contribute Three Percent (3%) of the transaction price to the corporation for lifetime membership.Life Members. Life members shall be those who at any time contribute Twenty-five Dollars ($25.00) to the corporation. To be a charter member as well as a life member, it shall be necessary for the applicant to contribute Ten Dollars ($10.00) for charter membership, as well as Twenty-five Dollars ($25.00) for life membership.Ten-year Couple. Married couple members shall be those who at any time contribute Fifteen Dollars ($15.00) or more to the corporation for the ensuing ten (10) years.Annual Members. Annual members shall be those who contribute Two Dollars ($2.00) or more during the calendar year for which such membership is acquired.
- Associate Members. Associate members shall be those recognized members of the corporation who do not currently reside within the recognized boundaries of Laie. Associate members do not have voting privileges.
Section 1. Place of Holding Meetings. The place of all meetings of the members shall be the principal office of the corporation, or such other place as shall be determined from time to time by the Board of Directors, and the place at which such meeting shall be held shall be stated in the notice of the call of the meeting. A change in place of the meeting shall not be made within thirty (30) days next before the day on which an election of the directors is to be held and a notice of any change shall be given to each member ten (10) days before the election is to be held.Section 2. Time of Holding Meetings. The annual meeting of the members for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before such meeting shall be held during any of the months of July through November on such date as designated by the Board of Directors. If the annual meeting of the members be not held as herein prescribed, the election of directors may be held at any meeting thereafter called pursuant to these By-Laws.Section 3. Voting. Each member, except an Associate member, entitled to vote in accordance with the terms of the Charter of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one (1) vote in person. The vote for directors, and upon the demand of any member the vote upon any question before the meeting, shall be by ballot. Upon the majority decision by the directors, votes for directors or upon any question may be submitted in writing by an absentee ballot. Each member is responsible for requesting such an absentee ballot.All elections shall be had and all questions decided by plurality vote except as otherwise provided by the Charter of Incorporation and/or by the laws of the State of Hawaii.A complete list of the members entitled to vote at the ensuing election, arranged in alphabetical order, shall be prepared by the Secretary and filed in the office where the election is to be held and filed in designated locations that shall be published to the members, at least ten (10) days prior to every election and shall, during regular hours and during the whole time of said election, be open to examination by any member.Section 4. Quorum. A quorum at any annual or special meeting of the members shall consist of twelve (12) twenty (20) members entitled to vote at such meetings, except as otherwise specially provided by law, the Charter of Incorporation or these By-Laws.If a quorum be not present at a properly called meeting of the members, the meeting may be adjourned by those present and if a notice of such adjourned meeting sent to all members entitled to vote thereat, contain the time and place of holding such adjourned meeting and a statement of the purpose of the meeting, that the previous meeting failed tofor lack oaf a quorum and that under the provisions of this section it is proposed to hold the adjourned meeting with a quorum of those present, then at such adjourned meeting, except as may be otherwise required by law or the Charter of Incorporation, any number of the members entitled to vote thereat shall constitute a quorum and the votes of a majority present at such meeting shall be sufficient to transact business.Section 5. Special Meetings. Special meetings of the members for any purpose or purposes may be called by the President or by a majority of the Board of Directors and shall be called at any time by the President, or any Vice-President, or the Secretary, or the Treasurer, upon the written request of ten (10) fifty (50) or more members. Business transacted at any special meeting must be confined to the objects stated in the call.
Section 6. Notice of Meeting. Notice of the time and place of the annual meeting of members shall be given by mailing written or printed or electronically published (e.g. e-mail) notice of the same at least ten (10) days and not more than thirty (30) days prior to the meeting, and notice of the time and place of special meetings shall be given by written or printed notice of the same at least five (5) days and not more than thirty (30) days preceding the date of any meeting of members as a record date for the determination of the members entitled to notice of and to vote at any such meeting. Members shall be responsible for insuring that the corporation has an accurate address on file for each member.
Section 1. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions or in these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by resolution adopted by the Board of Directors.
Section 2. Each committee shall keep regular minutes of their proceedings and report the same to the board when required.
Section 1. Liability of Officers and Directors. The officers and directors shall be free from all personal liability for any acts done on behalf of the corporation, or for any losses incurred or sustained by the corporation unless the same have occurred through their willful negligence or willful misconduct.
Section 2. Indemnification of Officers and Directors. Every person who is now or hereafter shall be a director or officer of the corporation shall be indemnified by the corporation against all reasonable costs, expenses and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a director or officer of the corporation, whether or not he continues to be such director or officer of the corporation at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceedings, investigation or inquiry to be liable for willful negligence or willful misconduct toward the corporation in the performance of his duties as such director or officer. As to whether or not a director or officer was liable by reason of willful negligence or willful misconduct toward the corporation in the performance of his duties as such officer or director, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each officer and director may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which such person may be entitled as a matter of law, and shall inure to the benefit of the legal representatives of such person.
Resignations, Filling of Vacancies,
Increase in Number of Directors
Section 1. Resignations. Any director, member of a committee, or other officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.Section 2. Filling of Vacancies. If the office of any director, member of a committee, or other office becomes vacant, the remaining director, or a majority of the remaining directors, attending a stated meeting or a special meeting called for that purpose, even though less than a quorum be present, may fill any such vacancy or vacancies. A director or committee member or officer thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor and until his successor is duly elected.
Section 3. Increase in Number of Directors. The number of directors may be increased at any time by duly adopted resolution enacted by the Board of Directors and/or by a duly adopted amendment to these By-Laws.
Certificates of Membership
Section 1. Certificates of Membership. Certificates of membership numbered and with the seal of the corporation affixed, signed by the President or Vice President and Treasurer or an Assistant Treasurer, or a Secretary or an Assistant Secretary, shall be issued to each member, certifying to type of membership held by such member.
Section 2.Lost Certificates. A new certificate of membership may be issued in the place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, and the directors, in their discretion, or his legal representatives, to give the corporation a bond in such sum as they may direct indemnifying the corporation against any claim that may be made on account of the alleged loss of any such certificate.
Section 1. Corporate Seal. The corporate seal shall be circular in form and shall contain the name of the corporation, the date of its creation, and the words: “INCORPORATED STATE OF HAWAII.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.Section 2. Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. where other provision has not been made by resolution of the Board of Directors, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts and all other documents and instruments shall be signed, executed and delivered by the President or a Vice President, and by the Treasurer or the Secretary, or an Assistant Treasurer or Assistant Secretary, provided, however, that the Board of Directors may from time to time by resolution authorize checks, drafts, bills of exchange, notes, orders for the payment of money, licenses, endorsements, stock powers, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, agreements or documents, instruments or writings of any nature to be signed, executed and delivered by such officers, agents or employees of the corporation, or any one of them, in such manner as may be determined by the Board of Directors.Section 3. Notice and Waiver of Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed, postpaid wrapper or post card addressed to the person entitled thereto at his last known post office address, or transmitted via electronic e-mail or by other personal communications media in common use, and such notice shall be deemed to have been given on the date of such mailing or transmission. Any notice required to be given under these By-Laws be waived by the person entitled thereto. Members not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.
Section 4. Annual Reports. Annual Reports to members shall be dispensed with. The Board of Directors may, however, direct that such reports be made to members from time to time as they shall determine.
Section 5. The terms “Director”, “Officer,” and “Member”, as and when used herein, or any pronouns used in place thereof, shall mean and include the masculine, feminine or neuter, the singular or plural number, individuals, partnerships, trustees or corporations and their and each of their respective successors, heirs, personal representatives, successors in trust and assigns, according to the context thereof.
Section 1. Power of Members: New By-Laws may be adopted, or these By-Laws may be amended or repealed, by the vote of two thirds (2/3) of the members present at any regular or special meeting of the corporation at which a quorum is present, or by the written assent of such members, except as otherwise provided by laws or by the Charter of Incorporation; provided that the notice of such meeting of the corporation’s members must contain notice of the substance of every proposed change to be made under the t4erms of the proposed amendment.
EDWARD L. CLISSOLD, WOODRUFF J. DEEM, CLINTON KANAHELE, V. KEHAU KAWAHIGASHI AND GEORGE K. KEKAUOHA, the signers of the Petition for a Charter of Incorporation, which Charter was granted July 6, 1956, have adopted the foregoing as the By-Laws of the corporation this 27th day of July, 1956.
DEPARTMENT OF THE TREASURY
Internal Revenue Service · P.O. Box 2508 · Cincinnati OH 45201Laie Community Association · 55-061 Lanihuli St · Laie, HI 96762Employer Identification Number: 99-0341873
Contact Person : CHITRA MAMLATDARNA ID# 52471
Contact Telephone Number : (877) 829-5500
Internal Revenue Code Section 501 (c) (4)
Accounting Period Ending: December 31
Form 990 Required: Yes
Addendum Applies: NoDear Applicant:Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section 501(a) of the Internal Revenue Code as an organization described in the section indicated above.Unless specifically excepted, you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) for each employee to whom you pay $100 or more during a calendar year. And, unless excepted, you are also liable for tax under the Federal Unemployment Tax Act for each employee to whom you pay $50 or more during a calendar quarter if, during the current or preceding calendar year, you had one or more employees at any time in each of 20 calendar weeks or you paid wages of $1,500 or more in any calendar quarter. If you have any questions about excise, employment, or other Federal taxes, please address them to this office.If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status. In the case of an amendment to your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in your name or address.In the heading of this letter we have indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If Yes is indicated, you are required to file Form 990 only if your gross receipts each year are normally more than $25,000. However, if you receive a Form 990 package in the mail, please file the return even if you do not exceed the gross receipts test. If you are not required to file, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return.If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is a reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 percent of your gross receipts for the yea, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete, so please be sure your return is complete before you file it.You are not required to file Federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unrelated trade or business as defined in section 513 of the Code.The law requires you to make your annual return available for public inspection without charge for three years after the due date of the return. You are also required to make available for public inspection a copy of your exemption application, any supporting documents and this exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are made widely available, such as by posting them on the Internet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return).You need an employer identification number even if you have no employees. If an employer identification was not entered on your application, a number will be assigned to you and you will be advised of it. Please us that number on all returns you file and in all correspondence with the Internal Revenue Service.Donors may not deduct contributions to you because you are not an organization described in section 170 (c) of the Code. Under section 6113, any fundraising solicitation you make must include an express statement (in a conspicuous and easily recognizable format) that contributions o gifts to you are not deductible as charitable contributions for Federal income tax purposes. This provision does not apply, however, if your annual gross receipts are normally $100,000 or less, or if your solicitations are made to no more than ten persons during a calendar year. The law provides penalties for failure to comply with this requirement, unless failure is due to reasonable cause.If we have indicated in the heading of this letter that an addendum applies, the enclosed addendum is an integral part of this letter.Because this letter could help resolve any questions about your exempt status, you should keep it in your permanent records.If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter.Sincerely yours,
Steven T. Miller
Director, Exempt Organizations