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Section 1. Name. This organization shall be known as The Cave Conservancy
of Hawaii (The CCH). The CCH is a non-profit organization incorporated in
The State of Hawaii.
Section 2. Offices. The principal office of the CCH shall be the mailing address or residence of the President or Secretary of the organization, or such address as designated by the Board of Directors.
The purpose of the CCH shall be to perform within its designated territory as defined in Article 3, the functions described in and in accordance with the Bylaws, Certificate of Incorporation and other policies and regulations of the CCH.
Section 1. Territory. The Territory of the CCH is principally, but
not limited to, the state of Hawaii. The territory is subject to change,
which the Board of Directors may make in the future.
Section 2. Membership. All persons who pay annual dues are considered
members of the CCH.
Section 3. Dues. The dues of all members shall be those established by the Directors of The CCH.
Section 1. Annual Meetings. The CCH shall hold a meeting of the general
membership annually. This meeting shall be held at a convenient hour and
place designated by the Board of Directors for the purpose of relaying relevant
business to the membership.
Section 2. Nomination to the Board of Directors. Any member can be considered a nominee to the Board of Directors providing they submit a written document seeking such position.
Section 3. Motions. Motions requiring consideration by the Board of
Directors may be placed by either a board member or a written statement signed
by 10% of the membership.
Section 4. Vacancies. In the event that there is a vacancy on the
Board of Directors, the Chairperson may nominate a person to fill the vacancy.
The person so nominated shall be confirmed or rejected by vote of the Board.
If confirmed, the person shall serve only until the next annual election
of Directors, but shall be eligible for nomination and election to fill out
the remainder, if any, of the term of the vacant position.
Section 5. Notice of Meetings. Notice of the time, place and purpose
of annual meetings shall be given by mail to each member of The CCH not less
than thirty (30) nor more than sixty (60) days before the meeting.
Section 6. Voting. At every meeting of members, each member present
shall be entitled to one vote. All elections and all questions before any
such meetings shall be decided by a majority vote of the directors present.
Section 7. Election. All nominations shall be voted upon by a written
ballot to the general membership. The Board of Directors elected shall be
by majority of votes received and returned to the designated address. Each
member shall cast only one ballot.
Section 8. Adjournment. A meeting may be adjourned at any time by
a majority of the directors present.
Section 9. Special Meetings. Special meetings of The CCH may be called
at any time by the Chairperson or by four (4) members of the Board of Directors
and must be called by the Chairperson on receipt of a written request of
10% of the members of The CCH. Notice of the time, place and purpose of the
meeting shall be given to each member of The CCH not less than fifteen (15)
nor more than 45 days before the meeting.
Section 10. Proxies. Proxies are allowed, as is participation in meetings
by telephone, and e-mail voting on motions before the board.
Section 11. Committees. The Board of Directors shall have the authority to pass on managing decisions for specific projects to committees formed for such purposes.
Section 1. Function and Composition. The Board of Directors shall
be responsible for the business and affairs of the CCH. The Board shall consist
of not less than five (5) nor more than nine (9) Directors.
Section 2. Election. The Board shall be elected by written ballot
sent to the membership and shall serve until the election and qualification
of their successors, except for providing for the filling of vacancies. They
shall be elected for a term of three (3) years except that the initial elective
terms shall be for one, two or three years so as to provide three approximately
equal annual classes with staggered terms.
Section 3. Regular Meetings. Regular meetings of the Board of Directors
shall be held according to the schedule determined by the Board.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairperson or a Vice Chairperson and must be called
by either of them on written request of four (4) members of the Board
Section 5. Notice of Meetings. Notice of all meetings of the Board of Directors shall be given by mail, telegraph e-mail, or telephone at least ten (10) days before the meeting, (but such notice may be waived by all members of the Board)
Section 6. Quorum. At all meetings of the Board of Directors, the
attendance of 51% of its directors shall constitute a quorum for the transaction
of business. The act of a majority of the Board present at any meeting at
which there is a quorum shall be the act of the Board. In the absence of
a quorum at a duly called meeting, a lesser number may adjourn the meeting
until such time as a quorum is present.
Section 7. Powers. All The CCH powers are subject to the Bylaws, and
other policies and procedures of the CCH.
Section 8. Compensation. Members of the Board of Directors shall receive
no compensation for their service and duties as Directors. The term compensation
as used in these Bylaws does not include reimbursement of out-of-pocket expenses
incurred in connection with CCH business.
Section 9. Action Without a Meeting. Any action by the Board of Directors may be taken without a meeting if a majority of the members of the Board consent to such action. Such consent as may be made on an interim basis shall be referred to the full Board of Directors for ratification in a meeting or by mail vote.
Section 1. Title and Number. The officers of The CCH shall be a President,
a Treasurer, and a Secretary. In addition, the Board of Directors may appoint
additional officers, as it deems appropriate for the conduct of activities.
Section 2. Election. The officers shall be elected annually by the
members of the Board of Directors.
Section 3. President. The President shall be the chief executive officer
of the CCH and shall preside at all meetings of members of The CCH and of
the Board of Directors. He/she shall have a general charge and supervision
of the affairs of The CCH and shall perform such duties as may be designated
or assigned from time to time by the Board of Directors.
Section 4. Secretary. The Secretary shall be responsible for keeping
minutes of all meetings of the Board of Directors and The CCH issuing all
notices of The CCH, and for maintaining all records except for financial
records. In the absence of the Chairperson, the Secretary will officiate
Section 5. Treasurer. The Treasurer shall be responsible for all funds
and financial records of The CCH, subject to such regulations as may be imposed
by the Board of Directors and in accordance with the policies and procedures
of The CCH. In the absence of the President and Secretary, the Treasurer
will officiate as Chairperson and appoint an interim Secretary.
Section 6. Removal. CCH officers may be removed from office by vote
of a majority of the Board of Directors.
Section 7. Compensation. CCH officers shall receive no compensation
for their duties or services as officers except for out-of-pocket expenses.
Section 8. Vacancies. The Board of Directors may appoint a person
to fill any vacancy among the elective officers. A person so appointed shall
serve only until the next annual meeting, but shall be eligible for nomination
and election for the remainder, if any, of the term thereafter.
Section 9. Meetings without Officers. In the event all officers are absent the remaining Directors shall appoint an interim Chairperson and Secretary from the quorum.
The Fiscal year of the CCH shall be established by the Board of Directors.
The conduct of meetings shall be governed Robert's Rules of Order as revised
unless such procedures are contrary to the procedures outlined by these Bylaws,
in which case these Bylaws shall govern.
These Bylaws may be amended at any meeting of the Board of Directors by a majority vote.