Bylaws

This is the full text of the latest revision of Lōkahi Canoe Club’s Bylaws, adopted 9/10/13.

The following By Laws shall apply to the above-named organization, herein called “the Club.” Throughout this document, where personal pronouns or suffixes specifying gender are used, they are meant to refer to persons of either sex.

ARTICLE I: DEFINITIONS

1.1 NAME
The name of the Club shall be Lōkahi Canoe Club.

1.2 PRINCIPAL OFFICE
The initial address of the principal office of Lōkahi Canoe Club shall be 3618 Anela Place, Honolulu, HI 96822 and thereafter maintained at such place in the State of Hawaii as the Board of Directors shall from time to time determine.

PURPOSE
The club is established to perpetuate and to provide the opportunity to participate in the Hawaiian tradition and culture of outrigger canoe racing.

Our mission is to:

1. Educate club members and to foster opportunities for the community to learn and engage in the Hawaiian paddling culture with respect and aloha.
2. Provide coaching and training to develop the leadership, teamwork, discipline, skills, and racing techniques for competitive paddlers to compete in outrigger canoe races.
3. Offer opportunities for the non‐competitive paddler to train, enjoy, and participate in this sport.

DEFINITIONS
Wherever used in these Bylaws, the following terms have the following meanings:

“Elected Director” means a Director who is elected by Voting Members.

“Founding Director” means a Founding Member who chooses to serve as a Director after written notice to the Board of Directors and has not resigned or been removed as a Director of the Club.

“Founding Members” includes the following individuals: Michael Cushnie, Bill Tsuji, Dickie Chow, Randy Fernandez, Marshall Giddens, Jerry Kahler, Willie Luahiwa and John Wong.

“Majority” means a simple majority.

“Member in Good Standing” means 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 not concurrently a registered member of another outrigger canoe club.

“Paddling Year” means 12 months starting on April 1st and ending on March 31st.

“Voting Member” is a Competitive Program Member in Good Standing who has attained the age of 18 years as of the date of any Club meeting or a Recreational Program Member in Good Standing who has been a Member in Good Standing for two consecutive years.

ARTICLE II: MEMBERSHIP

2.1 Membership
All applications for membership in the Club shall be made in writing on an application form provided by the Club.

Completion of all required forms and payment of all required annual dues and fees shall qualify an individual for membership in the Club, with all attendant rights and privileges, for the current paddling year.

2.2 Dues and Fees
Membership fees shall be established by the Board of Directors and published annually to the membership no later than February 15.

If a member fails to make payment of the annual dues, he may be barred from further participation in Club practices, races, activities, and meetings until such payment is made.

2.3 Resignation
Any club member desiring to resign from the Club shall submit his resignation in writing to the Head Coach, who shall submit it to the President for action. No member’s resignation shall be accepted until any monies he owes to the Club are paid.

2.4 Annual Meeting
There shall be an Annual Meeting of the Club membership called by the President. The meeting shall be scheduled so as to facilitate attendance by Club members.

2.5 Special Meeting
Special Meetings of the Club may be held at any time upon the call of the President or a petition signed by at least twenty-five percent (25%) of the Club’s Voting Members and presented to the Recording Secretary.

2.6 Notice of Meeting
Notice of the Annual Meeting of the Club shall be published to the membership between twenty-one (21) and thirty (30) days prior to the date of the meeting.

Notice of a Special Meeting of the Club shall be published to the membership no less than seven (7) days prior to the date of the meeting. Publication may be by email or other electronic means, telephone, or mail.

2.7 Quorum
The presence at any Annual or Special Meeting of the Club in person of a majority of Voting Members shall constitute a quorum, and the acts of a majority of the Voting Members at any meeting at which a quorum is present shall be the acts of the Club.

ARTICLE III: BOARD OF DIRECTORS

3.1 Number and Qualifications
The affairs of the Club shall be governed by a Board of Directors made up of Elected Directors and Founding Directors. The number of Directors constituting the elected Board of Directors may be fixed from time to time by resolution of the Board of Directors, but shall be no less than nine (9). To stand for election to the Board, a candidate must be a Member in Good Standing of the Club.

The Directors shall serve without compensation, unless such compensation is specifically authorized by the Club at an Annual or Special Meeting of the Club.

In addition to the Elected Directors, the Club's Founding Members may serve as Founding Directors without need for election and with all rights, privileges and responsibilities pertaining to Board membership, provided that:

1. the Founding Member is not a current member of another outrigger canoe club; and
2. the Founding Member has not previously been removed from office, as herein below enunciated.

3.2 Election and Terms
Election of Directors shall be by majority vote at the Annual Meeting of the Club or at a Special Meeting of the Club called for the purpose. Elected Directors shall hold office for a period of three (3) years or until their respective successors have been elected, subject to removal as herein provided, except that at the first election one-third of the Directors shall be elected for one year, one-third for two years and one-third for three years.

3.3 Powers and Responsibilities
The Board of Directors shall have all powers necessary for the administration of the affairs of the Club and may do all such acts and things therefor as are not by law or by these Bylaws directed to be exercised or done only by the Club members.

3.4 Conflict of Interest
Whenever a Director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Club to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

3.5 Vacancies
Vacancies in the elected Board of Directors caused by any reason other than removal of a Director by the Club shall be filled by a vote of a majority of the remaining Directors, even though they may constitute less than a quorum, and each person so elected shall be a Director until his successor is elected at the next Annual Meeting of the Club. Death, incapacity, or resignation of any Director, or his ceasing to be a Voting Member in Good Standing of the Club, shall cause his office to become vacant.

3.6 Resignation of Directors
A Director desiring to resign from the Board shall submit his resignation in writing either to the President or to the Board as a whole. Upon resignation, the Director forfeits all rights, privileges and responsibilities pertaining to Board membership.

A Founding Director so resigning may return to the Club as a Founding Director within two (2) years of his resignation; beyond that period he shall no longer be eligible to serve as a Founding Director but may stand for election to the Board.

3.7 Removal of Directors
At any Annual or Special Meeting of the Club duly called, any one or more of the Elected or Founding Directors may be removed with or without cause by a vote of a majority of Voting Members of the Club and, if an Elected Director, a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the Club shall be given an opportunity to be heard at such meeting.

A Founding Director so removed may subsequently stand for election to the Board but shall no longer be eligible to serve as a Founding Director.

3.8 Annual Meetings of the Board
An annual organizational meeting of the Board of Directors shall be held at the place of and immediately following each Annual Meeting of the Club, and no notice shall be necessary to any Director in order to validly constitute such meeting, provided that a majority of the entire Board shall be present. At such meeting, the Board shall elect the officers of the Club for the ensuing year.

If a majority of the entire Board is not present at an Annual Meeting of the Club, then the organizational meeting shall be held within seven (7) days of the Annual Meeting of the Club at a time and place to be determined by the President.

3.9 Regular Meetings of the Board
In addition to the Annual Meetings of the Board, Regular Meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the President, but at least one such meeting shall be held during each calendar quarter of every year. Notice of Regular Meetings of the Board shall be given to each Director, personally or by email, telephone or other electronic means, mail or messenger service, at least three (3) days prior to the date of such meeting.

3.10 Special Meetings of the Board
Special Meetings of the Board of Directors may be called by the President on at least eight hours' notice to each Director, given personally or by email, telephone or messenger service, which notice shall state the time, place and specific purpose of the meeting. Special Meetings of the Board shall be called by the President in like manner and with like notice on the written request of at least two Directors.

3.11 Waiver of Notice
Before or at any meeting of the Board of Directors, any Director may in writing waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice to him of such meeting. If all the Directors are present at any meeting of the Board, no notice thereof shall be required, and any business may be transacted at such meeting.

3.12 Quorum of Board
At all meetings of the Board of Directors, a majority of the total number of Directors established by these Bylaws shall constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at any meeting at which a quorum is present shall be the acts of the Board. If less than a quorum shall be present at any meeting of the Board, a majority of those present may adjourn the meeting from time to time until a quorum is present. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

3.13 Attendance by Electronic Means
Members of the Board of Directors or of any committee may participate in a meeting by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

ARTICLE VII: OFFICERS

4.1 Designation
The principal officers of the Club shall be a President, Vice President, Secretary, Racing Secretary, Treasurer and Head Coach, all of whom shall be elected by, and in the case of the President from, the Board of Directors.

If not a current Director, an officer elected by the Board shall by definition be a member of the Board of Directors during the term of his office (Director pro tem). The Board may appoint an assistant Treasurer, an assistant Secretary, Club representative and such other officers as in its judgment may be necessary. Such appointees shall not be Directors pro tem.

4.2 Election and Term
All officers will be elected annually by the Board of Directors at the Annual Meeting of the Board and shall hold office at the pleasure of the Board.

4.3 Removal
Any officer, including the President, may be removed at any time by a majority vote of the Board of Directors whenever in its judgment the best interests of the Club will be served thereby.

4.4 President
The President shall be the chief executive officer of the Club and shall preside at all meetings of the Club and of the Board of Directors. Subject to the control of the Board, he shall exercise general supervision and direction over the management and conduct of the business and affairs of the Club. He shall also have such other powers and duties as may be provided by these Bylaws or assigned from time to time by the Board.

4.5 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 the 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 do so on an interim basis. He shall also have such other powers and duties as may be assigned from time to time by the Board.

In order to facilitate the efficient and successful conduct of the Club’s affairs, the Board may appoint one or more vice-presidents in charge of specific and necessary Club-sponsored activities. Such appointees shall not be Directors pro tem.

4.6 Secretary
The Secretary shall keep the minutes of the meetings of the Board, reports of officers and committees of the Club, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; and in general perform all duties of the office of Secretary.

4.7 Racing Secretary
The Racing Secretary shall be responsible for the Club’s membership records, including the current registration of competitive paddlers with the appropriate Racing Association. The Racing Secretary shall keep a register of the post office and email address of each member; and in general perform all the duties of the office of Racing Secretary.

4.8 Treasurer
The Treasurer shall maintain and keep the financial records and books of account of the Club, prepare regular reports thereof and be responsible for the proper deposit and custody in the name of the Club of all its funds and securities.

4.9 Head Coach
The Head Coach shall have complete authority over the Club’s paddling-related activities such as practice, schedules, training program, selection of crews and teams and use of the Club’s equipment. He may discipline a crew or team member for any act he considers a violation of his rules; and in general perform all duties of the office of Head Coach.

The Head Coach may appoint one or more Equipment Managers who shall be directly responsible for the maintenance in good repair and proper use of the Club’s canoes and equipment. Such appointees shall not be Directors pro tem.

ARTICLE V: COMMITTEES

The President may appoint standing and special committees as needed with the approval of the Board. The President is ex-officio a member of all committees except the nominating committee. Committee members need not be members of the Board.

ARTICLE VI: CLUB RULES

Specific Club Rules dealing with the day-to-day operation of the Club may be published by the Board. Club Rules shall have the same force as the provisions of these Bylaws. Club Rules may be amended by the approval of a majority of the Board of Directors at a Regular or Special Meeting of the Board.

ARTICLE VII: CONDUCT AND DISCIPLINE

All members of the Club shall conduct themselves in a manner consistent with the principles of good sportsmanship so as to reflect credit upon the Club. Any member engaged in conduct detrimental to the Club, especially during Club-sponsored activities, will be subject to disciplinary action by the President.

The President serves at the pleasure of the Board and may be subject to disciplinary action by the Board should he engage in conduct detrimental to the Club. Should the President stand accused of such conduct, a plenary session of the Board chaired by the Vice-President shall be called to consider and administer such disciplinary action as may be deemed necessary.

Disciplinary action may include a reprimand, censure, suspension from Club events, or expulsion from the Club. Suspension from Club events or expulsion from the Club requires the formal concurrence of the Board of Directors.

ARTICLE VIII: AMENDMENTS

These Bylaws may be amended by a two-thirds vote of Board members present at any Board meeting, provided that:

1. a quorum is present and provided that copies of the proposed amendment(s) are given to each Board member at least one week prior to said meeting; and
2. the amended Bylaws are approved by a majority of a quorum the Club’s Voting Members at the next subsequent Club meeting.

ARTICLE IX: DISPOSAL OF ASSETS

The disposal of any assets of the Club valued individually or collectively at a fair market value of $5,000 or more shall require the unanimous consent of the Board.

ARTICLE X: DISSOLUTION

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501(c)(3) or 170(c)(2) of the Internal Revenue Code or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets will be distributed to any officer or Director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.