BYLAWS OF THE
ARTICLE I: NAME
The name of this organization shall be Kawaihoa Foundation.
ARTICLE II: PURPOSE
The purpose of the Kawaihoa Foundation shall be to educate,
promote and preserve the unique traditions and cultural heritage of the hula, polynesian
dances and other ethnic arts. To support the purpose and activities of Hālau Kawaihoa,
Noa Noa Te Tiare Polynesian Dance Company and other established cultural and
ARTICLE III: BOARD OF DIRECTORS
Section 1. Board Role, Size, Compensation. The Board is
responsible for overall policy and direction of the Kawaihoa Foundation, and
delegates responsibility for day-to-day operations to an appointed Director and
committees. The Board shall have a minimum of three members. The board receives
no compensation other than reasonable expenses.
Section 2. Meetings. The Board shall meet at least once
per calendar year, at
an agreed upon time and place.
Section 3. Quorum. A quorum must be attended by at least 60
percent of the Board members before business can be transacted or motions made
Section 4. Officers and Duties. Officers shall consist of a
President, Vice-President(s), Secretary, Treasurer, and such other officers as
may be deemed necessary. Their duties are as follows:
The President shall preside at all meetings of Board; and shall
be responsible for providing leadership and supervising the activities of the
Kawaihoa Foundation. The President shall have authority with the Treasurer to
make and sign any and all contracts and instruments of conveyance or release in
the name of and binding upon the Kawaihoa Foundation. The President shall
present an annual report to the Board reviewing the past year and making such
forecast for the year approaching, as may be reasonable.
The Vice-President(s) shall have authority with the President,
Secretary and Treasurer to make and sign any and all contracts and instruments
of conveyance or release in the name of and binding upon the Kawaihoa
Foundation. Specific duties may be assigned to the Vice-President(s) as deemed
necessary by the Board. In the absence of the President, the Board shall assign
his or her duties to the Vice-President(s). In the case of two or more
Vice-President (s), the Board of Directors shall choose one to act as interim
The Secretary shall keep the minutes and attendance records of
all meetings of the Board; shall attend to the giving of all notices; shall
maintain a record of active members; shall supervise and have charge of all
correspondence of the Kawaihoa Foundation which shall, at all reasonable times,
be open to the examination of any member; shall be responsible for providing
adequate copies of reports and literature pertinent to managing the affairs of
the Kawaihoa Foundation; shall have authority with the President, and the
Treasurer to make and sign any and all contracts and instruments of conveyance
or release in the name of and binding upon the Kawaihoa Foundation; and shall
have charge of records of the Kawaihoa Foundation which shall, at all reasonable
times, be open to examination of any member.
The Treasurer shall maintain a proper record of all monies
received for the Kawaihoa Foundation from all sources and proper vouchers
indicating the amount and nature of all expenditures which shall, at all
reasonable times, be open to the examination of any member. The monies of the
Kawaihoa Foundation shall be deposited in its name, and all payments shall be
made in its name. A financial report shall be made to the Board at least four
times a year. Fiscal year end reports shall be transmitted by the Secretary to
the Board once annually. Additional financial reports shall be made available to
the Board in such form and at such times as may be requested. The Treasurer, or his designee, shall attend all functions where
money is concerned and is responsible for collecting same. The Treasurer shall
have authority with the President, Vice-President(s), and the Secretary to make
and sign any and all contracts and instruments of conveyance or release in the
name of and binding upon the Kawaihoa Foundation.
The Board is responsible for ensuring the production and
dissemination of a newsletter in a manner including a WWW page and at intervals
which they deem necessary.
Section 5. Vacancies: Vacancies occurring in any office
shall be filled by the remaining members of the Board.
ARTICLE IV: DIRECTORS
Section 1. Directors shall be appointed by
Section 2. All Directors shall submit written reports on request from the Board, and a final report at the conclusion of
any implemented program.
ARTICLE V: THE LIABILITY OF OFFICERS AND DIRECTORS
No Officer or Director of this organization shall be
personally liable to the organization, any of its members or any other person or
entity for any debts, liability or obligations of this organization. Nor shall
any such Officer or Director on behalf of the organization or in the course
and scope of performing his or her duties and responsibilities to the
organization. The organization shall indemnify and hold harmless including, but
not limited to, the cost of defending any actions of any such officer or
director from all such liability as described herein.
ARTICLE VI: AMENDMENTS
April 21, 2013
By: Greg Lontayao, President