BY-LAWS
OF STARFIRE COMPANION-ANIMAL SANCTUARY
ARTICLE I - NAME
AND PURPOSE
Section 1: The
name of the corporation shall be Starfire Companion-Animal Sanctuary.
Section 2: The corporation is organized exclusively for charitable and educational purposes, more specifically to provide lifelong sanctuary to companion animals in need. These include dogs, cats, birds, rabbits, goats, and horses who have been companion animals and find themselves homeless because of the changing circumstances of their former caregivers.
ARTICLE II - OFFICES AND SEAL
Section 1.
Principal Office . The principal office of the corporation shall
be located at 84-5142 Keala O Keawe Road, Captain Cook, HI 96704-8418.
In addition to its principal office at the aforesaid address, the corporation
may maintain offices in such other place or places within or without the
State of Hawaii as may be from time to time designated by the Board of
Directors.
Section 2.
Corporate Seal. The corporation may have a corporate seal in such
form as shall be determined by the Board of Directors.
ARTICLE III - MEMBERSHIP
Section 1: Membership
shall consist only of the members of the Board of Directors, who shall
manage the corporation.
ARTICLE IV - BOARD
OF DIRECTORS
Section 1.
Board Role and General Powers. The Board is responsible for overall
policy and direction of the Corporation. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Directors
shall in all cases act as a board, and they may adopt rules and regulations
for the conduct of their meetings and the management of the Corporation
as they may deem proper, not inconsistent with these by-laws and the laws
of the State of Hawaii.
Section 2. Board Size Subject to the limitations set forth in the Articles of Incorporation, the number of directors shall be determined each year and the directors shall be elected at the annual meeting, or in case of a failure to act at said meeting, or taken without a meeting, by a consent in writing, setting forth the action so taken and shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote of the directors.
Section 3. Board Compensation The board receives no compensation other than reasonable expenses.
Section 4. Presumption of Assent. A director present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered/certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4.
Officers and Duties There shall be four officers of the Board consisting
of a Chair, Vice Chair, Secretary and Treasurer. Their duties are
as follows:
a.
The Chair shall convene regularly scheduled Board meetings, shall preside
or arrange for other members of the executive committee to preside at each
meeting in the following order: Vice-Chair, Secretary and Treasurer.
This person shall have and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
b. The Vice-Chair will chair committees on special subjects as designated by the board.
c. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
d. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The fiscal year of the corporation shall begin on the First day of January of each year.
Section 5. Vacancies
a. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.
b. These vacancies will be filled only to the end of the particular Board member's term.
c. In case of any vacancy or vacancies in the Board of Directors, the remaining directors (although less than a quorum) may fill the same by the affirmative vote of a majority of the remaining directors. The determination by the Board of Directors, as shown in the minutes, of the fact of any vacancy shall be conclusive as to all persons and the corporation.
d. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors by a majority of the directors.
Section 6. Resignation, Termination and Absences
a. Resignation from the Board must be in writing and received by the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
b. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year.
c. At a meeting of directors called expressly for that purpose, any director of the entire Board of Directors may be removed, with or without cause, by a three-fourths affirmative vote of the remaining directors.
ARTICLE V - CORPORATE MEETINGS
Section 1: Annual Meeting
a. The annual meeting of the Board of Directors of this Corporation for the election of Directors, and for such other business as may be stated in the notice of the meeting, shall be held at such a place, either within or without the State of Hawaii, and at such a time and a date as the Board of Directors, by resolution, shall determine and set forth in the notice of the meeting. Unless otherwise directed in the notice of meeting, the annual meeting of the Board of Directors shall be held at the registered principal office of the Corporation in the State of Hawaii on first Monday of November at 7:00 o’clock in the P.M. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.
b. At each annual meeting, the Directors and Officers entitled to vote shall elect a Board of Directors and may transact such other corporate business and shall be stated in the notice of the meeting.
Section 2. Special Meetings
a. Special meetings of the Board of Directors for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and shall be called by the President at the request of not less than seventy-five percent (75%) of all the Directors and/or Officers outstanding entitled to vote at the meeting.
b. The Directors may designate any place, either within or without the State of Hawaii, unless otherwise prescribed by statute, as the place of meeting for any special meeting called by the Directors. A waiver of notice signed by all Directors and/or Officers entitled to vote at a meeting may designate any place, either within or without the State of Hawaii, unless otherwise prescribed by statute, as the place for holding such special meetings. If no designation is made, the place of meeting shall be the registered principal office of the Corporation.
Section 3. Notice of Meeting
a. Notice stating the place, day and hour of the annual meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than twenty-four hours before the date of the meeting, either personally by telephone, by word of mouth, or by leaving written notice of such meeting with each director or at the residence or usual place of business of each director.
b. Notice stating the place, day and hour of the annual meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than three nor more than fifteen days before the meeting, by mail to each director at such director’s last know address as it appears on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director and/or Officer at his or her address as it appears in the books and records of the Corporation, with postage thereon prepaid.
c. Notice
is by or at the direction of the President, or the Secretary, or the officer
or person calling the meeting, to each Director and/or Officer of record
entitled to vote at such meeting.
d.
Non-receipt of any such notice shall not invalidate any business done at
any meeting at which quorum is present. The presence of any director
at any meeting shall constitute a waiver of the requirement of giving of
notice of said meeting to such director, except where a director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Any director or directors, whether attending a meeting or not, may, prior
to, at the meeting, or subsequent thereto, waive notice of the meeting
by written waiver signed by such director or directors or by verbal waiver
given to the President.
e. Unless otherwise provided by law, whenever any notice is required to be given to any Director and/or Officer of the Corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 4. Quorum A majority of the number of directors entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. After a quorum has been established at any meeting, the subsequent voluntary withdrawal of Directors and/or Officers, so as to reduce the number of Directors and/or Officers entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
Section 5. Proxies At all meetings of the Board of Directors, a Director and/or Officer may vote by proxy executed in writing by the Director and/or Officer or by his or her duly authorized attorney-in-fact via a written Power of Attorney document. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.
Section 6. Voting Each Director and/or Officer entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these by-laws shall be entitled to one vote, in person or by proxy. Upon the demand of any Director and/or Officer, the vote for Directors and upon any question before the meeting shall be by written ballot or by oral vote using the designations of “aye” or “nay”. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of the State of Hawaii.
Section 7. Business Transacted No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all of the Directors and/or Officers entitled to vote thereat.
Section 8.
Order of Business The order of business at all meetings of the Board
of Directors shall be as follows:
a.
Roll call
.
b.
Proof of notice of meeting and waiver of notice
c. Reading
of minutes of preceding meeting
.
d.
Reports of Officers
.
e.
Reports of Committees
f. Election of Directors
g. Unfinished business
h. New business
i. Adjournment
Section 9.
Adjournment. Whenever at any meeting provided for in these by-laws
less than a quorum shall be present or represented, such meeting may there
upon be adjourned without notice from time to time by a majority vote of
those present or represented until a quorum shall be present or represented.
Any meeting at which a quorum is present or represented by be adjourned
in the same manner for such time as may be fixed by a majority vote at
such meeting. Whenever quorum is present at any adjourned meeting,
any business may be transacted which could have been done at the meeting
originally called.
Section 10.
Action Without Meeting Any action required or permitted to be taken at
any meeting of the Board of Director of any committee designated thereby
may be taken without a meeting if the majority of the directors or the
majority of the members of the committee, as the case may be, sign a written
consent setting forth the action taken or to be taken at any time before
or after the intended effective date of such action. Such consent
shall be filed with the minutes of the Board of Directors or committee,
as the case may be, and shall have the same affect as a unanimous vote.
ARTICLE V - COMMITTEES
Section 1.
The Board may create committees as needed, such as fundraising, housing,
etc. The Board Chair appoints all committee chairs.
Section 2.
The four officers serve as the members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and By-laws
, the Executive Committee shall have all of the powers and authority of
the Board of Directors in the intervals between meetings of the Board of
Directors, subject to the direction and control of the Board of Directors.
Section 3. Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI - OFFICERS OF THE CORPORATION
Section 1. Officers. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Treasurer, and a Secretary and, at the discretion of the Board of Directors, a Chairman of the Board. Any two or more offices may be held by the same person, provided, however, that at least three persons shall be officers of the corporation. None of the Officers of the Corporation need be Directors.
Section 2. Election and Terms of Office. The officers shall be appointed annually by the Board of Directors at its first meeting at which the Board of Directors is elected and shall hold office until the next annual meeting and thereafter until their successors shall be duly elected and qualified, subject, however, to removal by the Board of Directors in the manner hereinafter provided.
Section 3. The number of Vice Presidents may be changed from time to time by the Board of Directors at any meeting or meetings thereof and, if increased at any time, the additional Vice President or Vice Presidents shall be appointed by the Board of Directors.
Section 4. There may also be one or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, and other subordinate officers who shall be elected by the Board of Directors and the number thereof shall be determined from time to time by the Board of Directors.
Section 5. Vacancies. Vacancies which may occur in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by election by the Board of Directors for the remainder of the term of such office. In case of the absence from the State of Hawaii or the temporary disability of any officer, the Board of Directors may appoint a temporary officer to serve during such absence or disability.
Section 5. Removals. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create such contract rights.
Section 6. President. The President shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. Subject to the control of the Board of Directors, the President shall have general charge and care of the business and property of the corporation, shall appoint and discharge employees and agents of the corporation and determine their compensation, and shall do and perform such additional duties as may be prescribed by the Board of Directors. When authorized by the Board of Directors to do so, the President may delegate to one of the Vice Presidents the whole or any part of the general management and care of the business and property of the corporation, including the employment and discharge of agents and employees. Except as the Board of Directors shall authorize thereof in some other manner, he or she shall execute bonds, mortgages, and other contracts in behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
Section 7. Vice President. It shall be the duty of the Vice President to assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant and when so acting shall have all the powers of and be subject to all the restrictions upon the President.. The Vice President shall do and perform such additional duties as may be prescribed by the Board of Directors. If any additional Vice Presidents are added to the Board of Directors their duties shall be specified at the time of the appointment.
Section 8. Treasurer. The Treasurer shall be the financial and accounting officer of the corporation. The Treasurer shall have custody of all the corporate funds and securities and shall keep a full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer is authorized to open checking accounts on behalf of the corporation and shall expend the funds of the corporation as directed by the Board of Directors or President, taking proper vouchers for such disbursements. The Treasurer shall also have custody of all valuable papers and documents of the corporation, shall keep the same for safekeeping in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept a book or books setting forth a true record of the receipts and expenditures, assets and liabilities, losses and gains of the corporation and shall, when and as required by the Board of Directors, render a statement of the financial condition of the corporation. The Treasurer shall also do and perform such additional duties as may be prescribed by the Board of Directors. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his duties in such amount and with surety as the Board shall prescribe. In the absence or disability of the Treasurer, the duties of the office shall be performed by the Secretary.
Section 9. Secretary. The Secretary shall give, or cause to be given, all required notices of meetings of the Board of Directors, shall record the proceedings of meetings of the Board of Directors in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, all other notices required by law or by these By Laws. The Secretary shall perform such other duties as may be assigned from time to time by the Board of Directors or by the President. The Secretary shall have custody of the seal of the corporation. In the absence or disability of the Secretary, the duties of the office shall be performed by the Vice President.,
Section 10. Subordinate Officers. Other Officers and Agents The Board of Directors may appoint such Officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. Assistant Secretaries and Assistant Treasurers, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them respectively, by the Directors.
Section 11. Salaries. The salaries, if any, of the Officers shall be fixed from time to time by the Directors and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
Section 3. Checks. 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 a manner as shall from time to time be determined by resolution of the Directors. For purposes of institution of these by-laws as the governing document of the Corporation, the President and Treasurer shall be the only persons duly authorized to signature said checks, drafts, or other orders for the payment of money. Should the President or Treasurer be absent or otherwise unavailable to signature any instrument for the payment of money, an Officer or agent appointed by the President shall be permitted to signature the instrument after designating such agent’s authority to the financial institution in which the Corporate funds are held. Any one check written for the payment of money in an amount less than or equal to FIVE THOUSAND DOLLARS ($5,000.00) shall require a single designated officer’s signature. Any one check written for the payment of money in an amount equal to or greater than FIVE THOUSAND AND ONE DOLLARS ($5,001.00) shall require the signatures of two designated Officers.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Directors may select.
Section 5. Instruments in General. All checks, and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts, deeds, leases, mortgages, agreements of sale, bills of lading, and all other instruments except as otherwise provided in these by-laws, shall be signed by such person or persons as shall be provided by general or special resolution of the Board of Directors.
ARTICLE VIII - CONFIDENTIALITY
Section 1.
Any and all Directors, Officers, appointed agents or any other persons
assigned by the Board of Directors to any position which entitles any person
to be aware, directly or indirectly, of the Corporation’s organizational
and composition secrets shall abide by the following:
a.
The titled persons named herein shall keep in their confidentiality any
knowledge of the Corporation’s organizational and composition secrets which
were developed by the Corporation over a long period of time and discussion
or disclosure of any information with respect to the below items to anyone
other than corporate Directors, Officers, or any other agent authorized
by the Board of Directors which may cause irreparable injury and is prohibited
by these by-laws:
(1)
Donation lists, call lists, and other confidential data
(2)
Memoranda, notes, records, and other confidential data;
(3)
Sketches, plans, drawings, and other confidential research and development
data;
(4)
Composition of the Corporation’s products, if any, and services
b. The titled persons named herein shall not disclose to anyone, unless otherwise directed in writing by the Board of Directors, any of the items listed above or any of the Corporation’s other confidential information, whether developed before or after the date of incorporation.
Section 2. The restrictions contained herein include confidential information developed by any employee of the Corporation while employed by the Corporation, who may, at the election of the Board of Directors, be required to sign a document stating the same.
Section 3. The restrictions contained herein shall not terminate upon the removal of any Director or Officer of the Corporation, regardless of the reason for such removal.
Section 4. Upon the removal of any Director or Officer who may be terminated permanently or temporarily by the Corporation’s Board of Directors, said person shall immediately return to the Corporation all of the Corporation’s secret or confidential material that is in said person’s possession or control.
ARTICLE IX - DIRECTOR CONFLICTS OF INTEREST
Section 1. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because the vote or votes of such director or directors are counted for such purpose, if:
a. the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
b. The contract or transaction is fair and reasonable to this corporation.
Section 2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.
Section 3.
Neither any director or officers of the corporation, being so interested
in any contract, transaction or act of the corporation which is not void
or voidable pursuant to this Article IX, nor any other corporation, firm,
association, or entity in which such director or officer is a director
or officer of is financially interested shall be liable or accountable
to the corporation, or to any director thereof, for any loss incurred by
the corporation pursuant to or by reason of such contract, transaction
or act, or for any gain received by any such other party pursuant thereto
or by reason thereof.
ARTICLE X - NON-COMPETITION
COVENANT
Upon the removal or termination of any Director or Officer of the Corporation, which may negate any further association of that Director or Officer with the Corporation, all such persons shall not engage, directly or indirectly, in any business similar that of the Corporation by either servicing customers, buying, selling, brokering, importing, exporting, or manufacturing items or products of any kind whatsoever related to this Corporation or, that he or she will not during such a period of time be connected or have any financial interest, directly or indirectly, with any person, firm, or Corporation engaged in any of such businesses as similar to that of the Corporation, and that he or she will not act in any capacity for another person, entity or Corporation engaged in any such businesses as similar to that of the Corporation, whether as employee, agent, principal, consultant or otherwise,, in the state of Hawaii for a period of three (3) years from the date of removal or termination.
ARTICLE XI - AMENDMENTS
Section 1: These
By-laws may be amended when necessary by a two-thirds majority
of the Board of Directors. Proposed amendments must be submitted
to the Secretary to be sent out with regular Board announcements.
Section 2: It shall be the responsibility of the elected Officers to notify the proper agencies and institutions in the State of Hawaii of any amendment which precludes a change of position, resignation, or termination of any Officer or Director in accordance with all State of Hawaii and/or all County of Hawaii rules and regulations applicable. Any future notification to said agencies or institutions of similar amendments regarding officer status change shall also be the responsibility of said elected Officers.
ARTICLE XII - ADOPTION OF BY-LAWS
We, the undersigned,
on this day of the __________ of ______________, ________, being the majority
of the directors of the above-named corporation, do hereby adopt the foregoing
provisions as the by-laws of said corporation, pursuant to the laws of
the State of Hawaii.
________________________
David H. Almer
________________________
Torun Almer
________________________
Gary Sturdy