STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, HI 96810
AMENDED ARTICLES OF INCORPORATION OF
STARFIRE COMPANION-ANIMAL SANCTUARY
(Section 414D-32, Hawaii Revised Statutes)
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, desiring to incorporate a Hawaii nonprofit corporation in accordance with the laws of the State of Hawaii, and to obtain the rights and benefits conferred by said laws upon nonprofit Corporations, do hereby form a nonprofit Corporation, and execute the following Articles of Incorporation, the terms whereof shall be equally obligatory upon the undersigned and upon all the parties who from time to time may be directors of the Corporation:
ARTICLE I: CORPORATE NAME
The name of the Corporation shall be Starfire Companion-Animal Sanctuary
ARTICLE II: LOCATION OF THE CORPORATION
The location of the Corporation shall be 84-5142 Keala O Keawe Road,
Honaunau, HI 96726.
The mailing address of the corporation’s initial principal office is
84-5142 Keala O Keawe Road, Captain Cook, HI 96704-8418. There
may be subordinate or branch offices in such place or places within or
without the State of Hawaii as may be deemed necessary or requisite by
the Board of Directors to transact the business of the corporation.
Such branch or subordinate offices shall be under the supervision of such
person or persons a may be appointed by the Board of Directors.
ARTICLE III: CORPORATE PURPOSES
Section 1. Purposes. The Corporation is organized exclusively for the following purposes:
(a) To fund a no-kill animal sanctuary for companion animals, companion birds, reptiles and other creatures who are unwanted, rejected, abused or otherwise neglected by rescuing, fostering and providing food, medical care and safe shelter for such creatures until such creatures can be placed into caring and responsible homes or live out their lives at the sanctuary or foster locations. "No-kill" or life-long care means that animals are not euthanized except when compassion for a suffering animal demands that act, and no reasonable alternative exists.
(b) To establish a rehabilitation place and safe haven for wild animals who have become injured or who are taken out of the wild to serve as pets and later abandoned and in need of a safe place to live until they can be returned to the wild or live out their lives at the sanctuary or foster locations.
(c) To educate the public about the relations between humans and non-humans, especially their financial and non-financial responsibilities and commitments to their companion animals and companion birds.
(d) To work with local trap-neuter-return (TNR), or trap-neuter-relocate, organizations for feral cats and other animals.
(e) To educate the public about the benefits of spaying and neutering their companion animals to reduce the population of stray or abandoned animals, and improving their individuals animal’s health and well-being.
(f) To educate the public on the benefits of having their companion animals wear some form of identification, i.e. collars with owner identification and phone number or a microchip with the proper identifying information.
(g) To work closely with existing animal control organizations to assist in the prevention of cruelty to stray, abandoned, or feral creatures, companion animals and companion birds.
(h) To assist other humane organizations in providing foster care and locating responsible homes for adoptable animals and birds.
(i) To educate the public about proper care of companion animals and companion birds and provide assistance with behavioral issues.
(j) Such other purposes as the Directors may from time to time adopt consistent with the overall mission of the sanctuary
(k) To operate exclusively for charitable and educational purposes, and for the prevention of cruelty to animals, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
Section 2. Restriction.
(a) No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation or any individual having a private interest in the activities of the Corporation.
(b) 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 participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(c) The term "funds of the Corporation," as used herein, shall mean and include any properties and moneys held by the Corporation, including any income accumulated by the Corporation and any proceeds from the sale of any properties sold or otherwise disposed of by the Corporation.
(d) Notwithstanding any other provision of these Articles, the Corporation is organized and shall be operated exclusively for charitable and educational purposes and the prevention of cruelty to animals as a nonprofit corporation and the Corporation shall not carry on any activities not permitted to be carried on:
(i) By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law); or
(ii) By a corporation contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code of 1986
(or the corresponding provision of any future United States internal revenue
law).
ARTICLE IV: CORPORATE POWERS
Section 1. In furtherance of said purposes, the Corporation shall have and possess all the powers, rights, privileges and immunities, and shall be subject to all of the liabilities conferred or imposed by the law upon Corporations of this nature and shall be subject to and have all the benefits of all general laws permitted to nonprofit Corporations under the laws of the State of Hawaii.
Section 2. The Corporation has all powers necessary or proper to carry on its business, that is to say:
(a) To have succession by its corporate name in perpetuity; to sue and be sued in any court; to make and use a common seal and to alter the same at its pleasure; to hold, purchase and convey such property as the purposes of the Corporation shall require, without limit as to the amount and to mortgage the same to secure any debt of the Corporation; to appoint such subordinate officers or agents as the business of the Corporation shall require; to make and adopt and from time to time amend or repeal bylaws not inconsistent with any existing law for the management of its properties; the election and removal of its officers; the regulation of its affairs and for all other purposes permitted by law;
(b) To borrow money or otherwise incur indebtedness with or without security and to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or other lien upon all or any part of the real or personal property of the Corporation and to execute bonds, promissory notes, bills of exchange, debentures or other obligations or evidences of indebtedness of all kinds, whether secured or unsecured, and to owe debt in any amount;
(c) To draw, make, accept, endorse, assign, discount, execute and issue all such bills of exchange, bill of lading, promissory notes, warrants and other instruments to be assignable, negotiable or transferable by delivery or to order, or otherwise, as the business of the Corporation shall acquire;
(d) To lend and advance money or to give credit, with or without security, to such persons, firms or Corporations, and on such terms as may be thought fit; and if with security, then upon mortgages, deeds of trust, pledges or hypothecation of interest therein or thereto;
(e) To enter into nonprofit partnership contracts (as a general partner or as a limited partner) with any other person or persons (natural or corporate), to enter into agreements of nonprofit joint venture with any such natural or corporate person or persons, and to enter into and perform contracts, undertakings and obligations of every kind and character to the same extent as if this Corporation were a natural person;
(f) To promote, assist, or contribute to any charitable association, organization, society, company, institution or object, calculated to benefit the Corporation in a nonprofit manner or any persons in its employ or having dealings with the Corporation, or deemed to be for the common or public welfare;
(g) To become a party to and effect a merger or consolidation with another nonprofit Corporation or other nonprofit Corporations, and to enter into agreements and relationships not in contravention of laws with any persons, firms and nonprofit Corporations;
(h) To do all or any of the above things in any part of the world, directly or indirectly, and as principal, agent, factor, contractor or otherwise, and by and through trustees, agents or otherwise, and either alone or in conjunction with others.
Section 3. The enumeration herein of the objects and purposes of this Corporation shall be construed as powers as well as objects and purposes and shall be liberally construed both as to purposes and power and shall not be deemed to exclude by inference any powers, objects or purposes which this Corporation is or may be empowered to exercise, whether expressly or by force of law now or hereafter in effect, or implied by the reasonable construction of any law.
Section 4. All the powers and authority of the Corporation shall be vested in an may be exerised by the Board of Directos except as otherwise provided by law, these Articles of Incorporation or any bylaws of the Corporation; and in furtherance and not in limitation of siad general powers, the Board of Directors shall have power:
(a) To acquire and dispose of property.
(b) To appoint a general manager, branch managers and other such managers, officers or agents of the corporation as in its judgment the business thereof may require, and to confer upon and to delegate to them by power of atorney or otherwise such power and authority as it shall determine;
(c) To fix the compensation of any or all of its officers, agents and employee and in its descretion require the security of any of them for the faithful performance of any of their duties;
(d) To make rules and regulations not inconsistent with law or these Articles of Incorporation or the bylaws for the transaction of business;
(e) To incur ndebtedness as may be deemed necessary;
(f) To create such committees (includng an executive committee) and to designate as members of such committees such persons as it shall determine, and to confer upon such committees such powers and authority as may by resolution be set forth for the purpose of carrying on or exercising any of the powers of the corporation;
(g) To invest any funds of the corporation in such securities or toerh property as it may deem proper;
(h) To remove or suspend any officer; and generally,
(I) To do any and every lawful act necessary or proper to carry into effectthe powers, purposes and objectives of the Corporation.
ARTICLE V: CORPORATE LIFE
The duration of the Corporation shall be perpetual.
ARTICLE VI: DIRECTORS AND OFFICERS
Section 1. Board of Directors. There shall be a board of directors consisting of not fewer than three persons at least one of whom shall be a resident of the State of Hawaii. The number of directors shall be determined by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have and may exercise all the powers of the Corporation except as otherwise provided by these Articles or the Bylaws.
Section 2. Officers. The officers of the Corporation shall be a president, one or more vice presidents, a secretary and a treasurer. The Corporation may have such additional officers as the Board of Directors shall from time to time determine. The officers shall have the powers, perform the duties and be elected in the manner set forth in the Bylaws. Any two or more offices may be held by the same person unless such practice is prohibited by the Bylaws, provided, however, that not less than two persons shall be officers.
Section 3. Initial Officers and Directors. The initial Board of Directors shall consist of four persons. The following persons shall be the initial officers and directors of the Corporation and shall hold office for the first year or until their successors are duly elected pursuant to the Bylaws:
Name and Residence Address Office or offices held
David H. Almér Director, President
84-5142 Keala 0 Keawe Road
Captain Cook, HI 96704-8418
Torun Almér Director, Secretary & Treasurer
84-5142 Keala 0 Keawe Road
Captain Cook, HI 96704-8418
Gary Sturdy Director, Vice President
75-5774 Iuna Place
Kailua-Kona, HI 96740
Sandra Sturdy Director, Vice President
75-5774 Iuna Place
Kailua-Kona, HI 96740
ARTICLE VII LIABILITY AND INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
Section 1. No Liability to Corporation. No director, officer, employee or other agent of the Corporation and no person serving at the request of the Corporation as a trustee, director, officers, employee or other agent of another Corporation, partnership, joint venture, trust or other enterprise and no heir or personal representative of any such person shall be liable to the Corporation for any loss or damage suffered by it on account of an action or omission by such person as a trustee, director, officer, employee or other agent if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this Corporation, unless with respect to an action or suit by or in the right of the Corporation to procure a judgment in its favor such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to this Corporation.
Section 2. Indemnity.
(a) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise, against expenses, attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The terminating of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(b) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise against expenses and attorneys’ fees actually and reasonable incurred by such person in the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses and attorneys’ fees which such court deems proper.
(c) To the extent that a person seeking indemnification under Section 2(a) or 2(b) above has been successful on the merits or otherwise in defense of any action, suit or proceeding, or any claim, issue or matter therein, the Corporation shall indemnii such person against expenses and attorneys’ fees actually and reasonably incurred in connection therewith.
(d) The Corporation shall make indemnification payments to or on behalf of the person seeking them only if authorized in the specific case upon a determination that indemnification of such person is proper because such person meets the applicable standards of conduct set forth in Section 2(a) or 2(b) above. Such determination may be made
[i] by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or
[ii] if such directors so directs, by independent legal counsel in a written opinion to the Corporation, or
[iii] by the court in which such action, suit or proceeding was pending upon application made by the Corporation or the person seeking indemnification or the attorney or other person rendering services in connection with the defense, whether or not such application is opposed by the Corporation.
(e) The Board of Directors shall authorize payment in advance of final disposition of an action, suit or proceeding for the expenses and attorneys’ fees incurred by a person seeking indemnification under Section 2(a) or 2(b) above, provided that such person delivers a written undertaking to repay such amount unless it is ultimately determined that such person is entitled to be indemnified under this Section 2.
(f) The indemnification provided by this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification are entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who ceases to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.
(g) The Corporation may purchase and maintain insurance on behalf of any person described in Section 2(a) or 2(b) above against any liability asserted against or incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify the person against such liability under this Section 2.
(h) This Section shall be effective with respect to any person who is a director, officer, employee or agent of the Corporation or is serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise, at any time on or after the effective date of these Articles of Incorporation with respect to any action, suit or proceeding pending on or after that date against such person based upon his or her acting in such capacity before or after that date.
ARTICLE VIII MEMBERSHIP
This Corporation has no members.
ARTICLE IX NON-PROFIT
The Corporation is organized exclusively for, and will be operated exclusively for charitable and educational purposes, and for the prevention of cruelty to animals, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) and is not organized for profit and it will not issue any stock. No part of the organization’s net earnings will inure to the benefit of private individuals. The organization is not organized or operated for the benefit of private interests, such as the creators, or the creators’ family, or persons controlled directly or indirectly by such private interests nor shall be distributed to its directors or officers, except for services actually rendered to the Corporation; provided, however, that the Corporation shall be empowered to make payments and distributions in furtherance of the purposes for which it is organized and operated.
ARTICLE X CORPORATE LIABILITY
The property of the Corporation shall alone be liable in law for the debts and liabilities of the Corporation. The officers and directors of the Corporation shall incur no personal liability for said debts and liabilities by reason of such position.
ARTICLE XI CORPORATE DISSOLUTION
If the Corporation shall cease to exist or shall be dissolved, all property and assets of the Corporation of every kind, after payment of its just debts, shall be distributed only to one or more public agencies, organizations, Corporations, trusts or foundations having like purposes and organized and operated exclusively for charitable, scientific, literary, religious or educational purposes or the prevention of cruelty to animals, no part of whose assets, income or earnings may be used for dividends or otherwise withdrawn or distributed to or inure to the benefit of any private individual and the activities of which do not include participation or intervention (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. In no event shall any distribution be made to any organization unless it qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) with purposes similar or related to those of the Corporation.
ARTICLE XII BYLAWS
Section 1. Adoption. The Bylaws shall be adopted by the Board of Directors of the Corporation.
Section 2. Amendment. The Bylaws of the Corporation may be altered, amended or repealed by the Board of Directors of the Corporation.
ARTICLE XIII AMENDMENT
These Articles shall be subject to amendment from time to time in the manner provided by law.