BYLAWS OF HAWAII MACINTOSH & APPLE USERS’ SOCIETY, INC.
ARTICLE I – NAME
The name of the corporation is Hawaii Macintosh & Apple Users’ Society, Inc. (hereinafter referred to as “HMAUS” or the “Corporation”).
ARTICLE II – PURPOSES
HMAUS is organized for such educational purposes as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law). More specifically, such purposes include, but are not limited to, education involving ideas, concepts and applications pertaining to Apple and other computers and electronic devices and their uses.
ARTICLE III – PROHIBITED ACTIVITIES
SECTION 1. STANDARDS OF CONDUCT. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1954, as amended.
SECTION 2. FINANCIAL ACCOUNTABILITY. No member, director, or officer of the Corporation shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the Corporation, nor in any transaction for furnishing services, facilities, or supplies to the Corporation for compensation, unless the fact of such interest be known to and specifically approved by the Board of Directors.
ARTICLE IV – OFFICES & COMMUNICATION
SECTION 1. CORPORATE OFFICES. The Corporation will maintain a mailing address on the island of Oahu at a place the Board of Directors chooses to designate. This will be the designated principal office of the Corporation. Any change of address must be published in the official corporation web site.
SECTION 2. COMMUNICATION. The Corporation shall maintain an official corporate web site whose purpose is to communicate with the membership.
ARTICLE V – MEMBERSHIP
SECTION 1. CLASSES OF MEMBERSHIP.
Regular membership is open to individuals, or a family unit as defined by Hawaii State Law. Any member of the immediate household of a family unit shall be entitled to all privileges of membership, except that the family unit is entitled to a single vote.
SECTION 2. ELIGIBILITY. Membership in the Corporation is open to any persons interested in computers. Members may be required to pay dues as prescribed by the Board of Directors.
SECTION 3. DUES. The annual nonrefundable dues for membership shall be determined by the Board of Directors.
SECTION 4. LIMITATION OF AUTHORITY. Except as otherwise specified in these Bylaws, no member shall act in the name of the Corporation or take any action that would bind the Corporation.
SECTION 5. TERMINATION OF MEMBERSHIP. Membership in the Corporation may be terminated for nonpayment of dues or violation of any provision of these Bylaws. Termination for nonpayment of dues occurs automatically at the end of the last month of the current membership. The first month of membership is defined as the month following the month of enrollment. In addition, the Board may recommend the termination of any member for conduct not in the best interest of the Corporation. The Board’s recommendation must be sustained by two-thirds (2/3) of the membership present and voting at a regular or special membership meeting. The member in question shall be given forty-five (45) days prior written notice of the time and location of the vote, and the reason for the vote. In addition all members shall also be notified of the intended action at least two weeks prior to said meeting.
ARTICLE VI – MEMBERSHIP MEETINGS
SECTION 1. REGULAR MEMBERSHIP MEETINGS. Regular General Membership Meetings shall be held at least once per year on a date as determined from time to time by the Board of Directors. Notice of these meetings, stating the date and hour of the meeting and the place where it is to be held, shall be by publication on the official HMAUS web site.
SECTION 2. SPECIAL MEMBERSHIP MEETINGS. Special Membership meetings may be called by the President, the Board of Directors, or by a petition signed by twenty percent (20%) of the membership (based on the number of paid members on the last day of the previous month). Not less than fourteen (14) days Notice of a special membership meeting, stating the date and hour of the meeting and the place where it is to be held, shall be given on the official HMAUS web site or by a notification to all members at their last known e-mail address, and shall state the purpose of the meeting. If a member does not have access to email, the member may submit a request that notices be sent by mail. No business other than that stated in the notice shall be transacted.
SECTION 3. QUORUM. Twenty percent (20%) of the then currently registered membership must be present at a Regular or a Special membership meeting to conduct business.
SECTION 4. ROBERT’S RULES OF ORDER. All meetings of members and the Board shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE VII – BOARD OF DIRECTORS
SECTION 1. POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors, composed of nine (9) persons, each of whom shall be a member in good standing. The Board of Directors may exercise all powers of the Corporation and perform all lawful acts and things that are not reserved to the members by law, the Articles of Incorporation, or these Bylaws.
SECTION 2. COMPOSITION & LENGTH OF TERMS. Elections shall be by secret ballot at each annual meeting of the Corporation if there are any vacancies or if a Director’s term is expiring. Directors shall hold office from the day of their election until their respective successors are elected, subject to removal as provided herein. Directors shall be elected for a three (3) year term.
SECTION 3. VACANCIES. Vacancies in the Board of Directors caused by any reason other than removal of a director by the Corporation shall be filled by vote of a majority of the remaining directors, even though they may constitute less than a quorum. Each person so elected shall be a director until the next annual meeting of the Corporation. Death, incapacity, resignation, or removal of any director shall cause the office to become vacant.
SECTION 4. REMOVAL. A Director may be removed at any time for just cause. “Just cause” is defined as conduct not in the best interest of the Corporation. A director may also be removed for nonperformance of duties. A director may be removed if at least two-thirds (2/3) of the membership present and voting at either a regular meeting or at a special meeting called for this specific purpose vote to do so. The Director in question must be notified in as provided in Article XIV at least thirty (30) days prior to such meeting of the time and location of the said meeting and the reason for the proposed dismissal. In addition all members shall also be notified as provided in Article XIV of the intended action at least two weeks prior to said meeting.
SECTION 5. ORGANIZATIONAL MEETING. An organizational meeting of the Board of Directors shall be held following each annual meeting of the Corporation. At such meeting the Board shall elect the officers of the Corporation for the ensuing year.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least once per calendar quarter, or on such other basis as may be determined by the Board of Directors from time-to-time. Regular meetings shall be held at such time and place as may determined by the Board of Directors, without further notice.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President, the Vice President, or two or more directors on seven (7) days notice to each director, if such notice is delivered personally, by mail, telephone, email or other means. No business other than that stated in such notice shall be conducted.
SECTION 8. CONDUCT OF MEETINGS. The President, or in his absence the Vice President, or in the absence of both the President and the Vice President, then the Treasurer, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or such other person as the presiding officer may appoint in the Secretary’s absence, shall act as Secretary of the meetings. A quorum shall exist if there are at least four directors present, in person or by electronic means. Meetings of the Board of Directors shall be open to all the Corporation’s members, except that, upon majority vote, the Board of Directors may enter executive session to transact business which the Board determines to be confidential.
ARTICLE VIII – ELECTIONS
SECTION 1. NOMINATIONS. Nominations for the Board of Directors positions must be made no later than 14 days prior to the Annual Meeting. The names of the nominees shall be be posted on the HMAUS website and notice given to the membership by email no later than two weeks prior to the Annual Membership Meeting.
SECTION 2. BALLOTING. The election shall be completed during the Annual Membership Meeting. Only members in good standing as of the last day of the month prior to the month in which the Annual Membership Meeting is held may vote in the election. Each member (see Article V, Section 1) is entitled to one vote for each directorship and item on the agenda. All voting shall be by electronic or written ballot. Electronic and mail-in ballots must be received by 6 pm the day before the election. All members will be notified of the Annual Membership meeting as set forth in Article VI, Section 1.
SECTION 3. RESULTS. All elections will be determined by plurality (largest number) of votes. Any ties shall be determined by the flip of a coin.
ARTICLE IX – OFFICERS
SECTION 1. DESIGNATION. The principal officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. The Board may appoint assistant officers as in its judgment may be necessary.
SECTION 2. ELECTION & TERM. The officers of the Corporation shall be elected annually by the Board of Directors and shall hold office at the pleasure of the Board.
SECTION 3. REMOVAL. Any officer may be removed either with or without cause by vote of a majority of the members of the Board of Directors, and a successor elected, at any regular meeting of the Board or any special meeting called for such purpose.
SECTION 4. PRESIDENT. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Corporation and of the Board of Directors. Subject to the control of the Board, the President shall exercise general supervision and direction over the management and conduct of the business and affairs of the Corporation. The President shall also have such other powers and duties as may be provided by these Bylaws or assigned from time to time by the Board.
SECTION 5. VICE-PRESIDENT. The Vice-President shall assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. If neither the President nor the Vice-President is able to act, the Board of Directors shall appoint some other member of the Board to act on an interim basis. Such Board member shall also have such other powers and duties as may be assigned from time to time by the Board
SECTION 6. SECRETARY. The Secretary shall record the minutes of all meetings of the Corporation and of the Board of Directors and give all notices thereof as provided by these Bylaws. The Secretary shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed. The Secretary shall maintain a list of policies set forth by the Board of Directors and shall perform such other duties as may be designated by the President or the Board of Directors.
SECTION 7. TREASURER. The Treasurer shall maintain and keep the financial records and books of account of the Corporation, prepare regular reports thereof and be responsible for the proper deposit and custody in the name of the Corporation of all its funds and securities. The Treasurer shall perform such other duties as may be designated by the President or the Board of Directors.
ARTICLE X – APPOINTED POSITIONS
SECTION 1. COMMUNICATIONS CHAIRMAN. The President shall appoint, with the approval of the Board of Directors, a Communications Chairman who, subject to the general policy direction of the Board of Directors, shall be responsible for all general communications with the membership, including, but not limited to, the official corporate web site, and such other communications as shall be distributed or otherwise provided to, and for the benefit of, the membership and/or the general public. The Communications Chairman shall be responsible for editorial, informational and advertising content, and shall work jointly with the Treasurer to establish appropriate procedures for the billing and collection of revenue from advertising or other sources of revenue arising from the Corporation’s communications with its membership. The Communications Chairman may appoint one or more assistants.
SECTION 2. MERCHANDISE MANAGER. The President may appoint a Merchandise Manager, with the approval of the Board of Directors, who shall be responsible for planning, operating and administering the purchase and sale of products and services bearing the logo, trademarks or service marks of the Corporation. The Merchandise Manager shall collect monies from the sale of these products and services and present these, and an accounting thereof, to the Treasurer. The Merchandise Manager may appoint one or more assistants.
SECTION 3. MEMBERSHIP CHAIRMAN. The President shall, with the approval of the Board of Directors, appoint a Membership Chairman who, subject to the general policy direction of the Board of Directors, shall act as the primary point of contact for new members. The Membership Chairman shall collect dues (new and renewal), present monies collected, and an accounting thereof, to the Treasurer. The Membership Chairman shall maintain current lists of memberships and provide updated lists for use at meetings. The Membership Chairman shall maintain membership applications with appropriate descriptions of the HMAUS activities. The Membership Chairman may appoint one or more assistants.
SECTION 4.VACANCIES. If any appointed committee position becomes vacant for any reason, the President shall, with the approval of the Board of Directors, appoint a replacement.
SECTION 5. NEW COMMITTEES. The President may, with the approval of the Board of Directors, create new committees and appoint chairs to said committees to meet the needs of the membership.
ARTICLE XI – COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Officers elected by the Board of Directors and such other Board members as the Board may select to serve on the Executive Committee. The executive committee shall conduct the affairs of the Corporation between meetings of the Board of Directors when it is not practicable to wait for a Regular or Special Board meeting. The President or any two (2) members of the Executive Committee may call a meeting on 24 hours notice to the members of the Board of Directors by email to such Board member’s last known email address of record.
SECTION 2. AUDIT COMMITTEE. The Audit Committee shall be appointed by the Board of Directors to review the financial records and reports of the Corporation. Any elected Board Member or Chair regularly receiving or disbursing funds of the corporation may not serve as a member of the Audit Committee. The committee should be composed of at least two members, one of whom shall be a Director, and it should regularly report its activities to the Board of Directors while actively carrying out its duties. It shall also report its findings at the Annual Membership Meeting.
SECTION 3. NOMINATING COMMITTEE. The Nominating Committee shall consist of a chair appointed by the President with the approval of the Board of Directors. This Chair, in turn, will select no less than two (2) other committee members from the membership-at-large. When requested by the President, the Nominating Committee shall nominate candidates for appointed office or candidates for chairs of special committees. It shall regularly report its activities to the Board of Directors while actively carrying out its duties. It shall also report its activities at the Annual Membership Meeting.
SECTION 4. OTHER COMMITTEES. The Board of Directors may appoint other standing or special committees. Each committee should regularly report its activities to the Board of Directors while actively carrying out its duties. It shall also report its activities, if so requested by the Board, at the Annual Membership Meeting. The Board of Directors shall establish the guidelines for each committee’s activities.
ARTICLE XII – FISCAL CONTROL
SECTION 1. DISBURSEMENTS. Disbursements over $25.00 shall be made only by check. All disbursements over those authorized in the approved annual budget shall be authorized by specific action of the Board of Directors. All checks, drafts, notes, and evidence of indebtedness of the Corporation must have two signatures when the amount is beyond that set by Board of Director policy for a single signature. These signatures must be those of corporate officers. No individual member of the Corporation shall be authorized to enter into any contract or financial obligation in the name of the Corporation without first having obtained the written authorization of the Board of Directors.
SECTION 2. ANNUAL BUDGET. Prior to the commencement of each fiscal year, the Board of Directors shall prepare an estimated budget for the following fiscal year that must be published in the official publication at the first opportunity after the approval of such budget.
SECTION 3. FISCAL YEAR. The fiscal year of HMAUS shall be from 1 January to 31 December.
SECTION 4. EXPENDITURES. Expenditures in excess of $500.00 must be authorized in the annual budget or approved at a meeting of the Board of Directors.
ARTICLE XIII – NOTICE
SECTION 1. FORM OF NOTICE. Whenever under the provision of law, the Articles of Incorporation or these Bylaws, notice is required to be given to the member, such notice may be given by such method as the Board of Directors may direct, whether by email at the members’ last known email address on file with the Corporation, by mail, by publication or by any other method, including publication on the corporation’s website, with email or other notice of such publication to all members, with such notice to be addressed to the current mailing, email or other address of record of each member in the records of the Corporation. Whenever notice is required to be given to any individual officer, director or member, such notice shall be given in written form by such method as the Board of Directors may direct, such as by mail, or by email, to such officer, director or member, at their current mailing, email or other address of record in the records of the Corporation, provided, however, that any notice required to be given to any officer or director, in their official capacity, by any individual member or group of members may be given in writing by mail to the current mailing address of the Corporation as published in the official club publication or on the HMAUS website. Whenever notice is required under a provision of law, the Articles of Incorporation, or these Bylaws, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the fact, shall be deemed to be the equivalent of such notice. Any member or Director who attends a meeting without protesting the commencement of the meeting or the lack of notice shall be conclusively deemed to have waived notice of such meeting.
ARTICLE XIV – INDEMNIFICATION
SECTION 1. The Corporation shall, to the extent legally permissible, indemnify and hold harmless any person serving or who has served as a director, officer, or duly authorized agent of the Corporation against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred in connection with the defense or disposition of a claim, action, suit or other proceeding whether civil or criminal, in which the person may be threatened, while serving or thereafter, by reason of being or having been such a director, officer or agent, except with respect to any matter as to which the person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action was in the best interests of the Corporation
SECTION 2. Expenses, including counsel fees, reasonably incurred by any such director, officer, or agent in connection with the defense or disposition of any such claim, action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the Corporation the amounts so paid if it ultimately is determined that indemnification of such expenses is not authorized herein. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such director, officer, or agent may by entitled. As used in this Article, the terms “director”, “officer”, and “agent” include their respective heirs, executors, and administrators.
SECTION 3. The Corporation may, at the election of the Board of Directors, purchase and maintain insurance in behalf of the Corporation or any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would be obligated or empowered to indemnify him against such liability under this Article XV.
ARTICLE XV – DISSOLUTION
SECTION 1. PROCEDURE. The corporation can be dissolved only by a two-thirds (2/3) vote of the membership (which number shall be determined by the number on the membership roster on the first day of the month in which such an action shall be taken) at a special meeting called for this expressed purpose. (See Article VI, Section 2.)
SECTION 2. DETERMINATION OF PROPERTY. Should the corporation be dissolved, all property and funds remaining after payment of debts of the corporation shall be disbursed in accordance with the recommendations of the Board of Directors, as approved by the membership, at the special meeting called for such purpose, to such organization(s) organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1054 (or the corresponding provisions of any future United States Internal Revenue Code). Any such assets not so disposed of shall be disposed by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XVI – AMENDMENT
SECTION 1. The membership may amend these Bylaws at any regular or special meeting by an affirmative two-thirds majority of those present and voting. Proposed Bylaws amendments shall be given to the members at least two weeks in advance of said regular or special meeting as provided in Article XIII- NOTICE.
Amended October 11, 1997
Amended October 18, 2003
Amended October 18, 2008
Amended May 1, 2010