WAIMEA COMMUNITY ASSOCIATION

CONSTITUTION AND BYLAWS

ARTICLE 1.  NAME OF ORGANIZATION

This organization shall be called the Waimea Community Association.

ARTICLE 2.  PURPOSES

1.     To gather and present information and to facilitate discussion of issues affecting Waimea and to advise community members on how and where to make their voices heard, individually or collectively.

2.     To promote open participation from all of the Waimea community for the purpose of recommending policies and legislation for careful growth of Waimea, while preserving the valued qualities of the region.

3.     To develop leadership within the community.

4.     To initiate, coordinate and support projects to further community development        and harmony — cultural, economic, physical and spiritual.

5.     The Association may endorse, encourage or promote the efforts of other community groups but it shall not make financial contributions to other organizations.

ARTICLE 3.  FISCAL YEAR

The fiscal year of this Association shall be January 1 to December 31.

ARTICLE 4.  MEMBERSHIP

Any adult or organization who resides and/or owns property in, operates a business or not-for-profit service agency in, or is otherwise interested in the area, and who is in agreement with the purposes of the Association, shall be considered a member of this Association.

ARTICLE 5.  OFFICERS AND BOARD OF DIRECTORS

Section 1.  Officers: The officers, who serve on the Board of Directors, shall be President, Vice President, Secretary and Treasurer. Terms of office shall be for two years.  These terms shall be staggered, with the President and Vice President elected in even years, and the Treasurer and Secretary elected in odd years.  Officers may not serve in the same position more than two consecutive terms, in addition to any unexpired term to which they may have been appointed.

Section 2.  Board of Directors: The officers shall have the authority to appoint up to seven Directors and one Sergeant at Arms.  These appointed individuals, along with the officers, and the Immediate Past President shall comprise the Board of Directors.  The appointed individuals shall serve terms of one year and shall be eligible for re-appointment at the will of the Officers.  Every effort shall be made by Association Board members to recruit members, especially Directors who reflect the diversity of the community.

Section 3.  Eligibility: No person shall be eligible to vote or hold office unless (s)he is a member in good standing.

Section 4.  Succession: If the President cannot serve out his/her term, the next officer in line shall be asked to fill the unexpired term in the following order: Vice President, then Secretary, then Treasurer. If this is not feasible, the Officers shall appoint a member in good standing to fill out the unexpired term. If any Officer other than the President cannot serve out his/her term, the Officers shall appoint a member in good standing to fill out the unexpired term.

Section 5. Duties of Officers and Board Members:

President

1. Preside over all Board of Directors and General Membership meetings.

2. Have power to call special meetings of the Board of Directors or the General

Membership.

3. Have power to appoint special committees with a definite ending date.

4. Serve for two years as ex-officio member of the Board of Directors as Past President.

5. Review and sign all official communications on behalf of the Association, always consulting, when time permits, with the Officers and/or the entire Board. Consultation may occur electronically as well as in person at Board meetings.

Vice President

1. Act in the absence of, or at the request of, the President.

2. See that agendas for meetings are prepared and distributed.

3. Attend all meetings of the General Membership and the Board of Directors.

4. Keep informed of all activities of the Association and make suggestions to the Board on opportunities or issues surfacing in the community.

5. Assist the President with all meetings of the General Membership, Board of Directors

and all committees.

Secretary

1. Attend all meetings of the General Membership and Board of Directors.

2. Keep a record of Board meeting attendance and minutes of Board meetings.

3. Remind Board members of meeting dates.

4. Turn over to the Board or the next elected Secretary all meeting agendas, summaries

and other records of the Association at the end of the fiscal year of holding office.

Treasurer

1. Attend all meetings of the General Membership and Board of Directors.

2. Keep a complete record of receipts and expenditures of the Association

3. Submit a summary of finances quarterly, or as requested by the Officers .

4. Submit a complete financial report at the end of the fiscal year

5. File annual reports as required by State & Federal governments.

6. Turn over all books and financial records to the Board or the next elected Treasurer at

the end of the fiscal year of holding office.

7. Maintain a current list of members in good standing and community partners.

8.   Secure two authorized signatures on  all checks processed for Association business.

Past President

a.   Advise Officers on past policy, procedures, protocol and relationships.

b.   Provide input on topics of importance to the community.

Directors

1. Assist the Board of Directors by providing input on matters brought before it and make suggestions to the board on opportunities or issues surfacing in the community.

2. Keep informed of all activities of the Association.

3.  Assist with organizing/coordinating town meetings and generally supporting the work of the Association and its committees.

4.  Actively recruit members, donations and other types of support for the Association.

Sergeant at Arms

1. Assist the Board of Directors by providing input on matters brought before it.

2. Maintain respect for all participants and guests at Association meetings, and time the

length of program presentations.

Section 6.  Election of Officers

A nominating committee of three persons shall be appointed by the Board of Directors no less than three months before the Annual Meeting to prepare a slate of nominees for office.  This slate shall be presented to the Board and to the General Membership no less than two months prior to the Annual Meeting.  Additional nominations from the floor may be made at this meeting.  The nominations are then closed.  The final slate shall be presented in writing to the general membership no less than one month before the Annual Meeting.  All nominations must have the consent of the nominee who must be a member in good standing.  A majority vote of the quorum of the members in good standing present at an Annual Meeting shall determine the results of an election.

Section 7.  Removal of Officers

Any officer who is not fulfilling his/her duties may be removed and replaced by the Board of Directors.

Section 8.  Conflicts of Interest

The Officers and Directors shall act at all times in the best interests of the Association.  Whenever an Officer or Director has a financial, professional or personal interest in any matter coming before the general membership and/or 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 Association to do so.  The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.  Disclosure shall be directed to the Board of Directors via the President or the Secretary, and shall include an understandable description of all relevant facts. The process for dealing with perceived conflicts of interest shall be as described in the “Policies and Procedures.”

ARTICLE 6. COMMITTEES

Section 1.  Standing Committees shall be:

1.  Waimea Community Action and Information Committee

Subcommittees may include:

Membership – A subcommittee responsible for attracting new members, and preparing mailing labels and e-mail/fax lists for the Board as needed, and for reminding members when their dues are due.

Public Information – A subcommittee to communicate with members and

community partners by publicizing the Association’s activities and suggesting appropriate ways to keep the Association before the public, and to represent the

Association in positive ways to the community.

2.  Waimea Community Development Committee – A committee that will work with the County Planning Department in compliance with the County General Plan, in collaboration with the South Kohala Community Developent Plan Action Committee, and with other appropriate agencies and relevant laws.  Its primary task includes developing community understanding of existing plans and alternatives and seeking input from and engaging the full spectrum of the community in the planning process.

Subcommittees may include:

Sustainable Commerce and Technology - A subcommittee to bring to the

attention of the community the challenges and opportunities, including but not

limited to agriculture, astronomy, business and ranching.

Infrastructure: Energy, Transportation, Waste Management and Water – A

subcommittee to bring to the attention of the community the challenges and

opportunities, including, but not limited to energy, transportation, waste management

and water.

3. Waimea Cultural and Historic Education Committee: Waiwai Hawai`i – A committee to explore, share, and celebrate the unique character, lifestyle, history and traditions and diversity of the region and its residents.

4. Waimea Health and Wellness Committee – A committee to advise the Association regarding the status of the North Hawai`i Community Hospital and all other related developments in public health, wellness and medical services, and opportunities that impact the community.

Subcommittees may include, but are not limited to:

Families, Children and Youth

Public Safety and Emergency Preparedness: Police, Fire, Civil Defense

5.  Waimea Planning & Design Review Committee – A committee responsible to review construction plans of all proposed developments within the commercial district, as directed by the Planning Department. This review shall be conducted in consideration of the Waimea Design Plan adopted by Council resolution in 1984, or as updated.

Section 2. Special Committees may be appointed from time to time as the need is determined by the Officers and/or Board of Directors.

Section 3.  Committee Chairs shall be appointed by the President to serve one year terms.  Committee chairs are expected to report regularly the activities of the committee to the Board of Directors and to the membership. Commmittee chairs may be replaced at the discretion of the President and Officers.

Section 4.  Composition of Committees – Standing and Special Committees shall be composed of appointed chairpersons plus other members, as needed.

Section 5.  Duties of Committees

1. To fulfill the mandate of each committee as described in Section I, or as determined when each Special Committee is created.

2. To define the challenges and opportunities and recommend policies, procedures, etc. to address and/or support the issue as identified.

3. To report findings to the President and the Board of Directors for further review and action, as needed.

4. To report actions taken by the Board of Directors back to committees.

5.  To submit written policy recommendations and.or comments/suggestions to the Officers. All written communication to public agencies and to others shall come from the President and shall be shared with members of the Board.

Section 6.  Liaisons may be appointed to other community organizations to facilitate communication with them.

ARTICLE 7.  QUORUM

Section 1.  Board of Directors: The quorum for this group shall be a majority of the members of the Board of Directors.

Section 2. General Membership: The quorum for this group shall be ten percent of members in good standing.

Section 3.  Every effort will be made to arrive at consensus, but failing that, decisions of the Board of Directors and General Membership shall be made by majority vote of those in attendance with membership in good standing.

ARTICLE 8. MEETINGS

Section 1.  General Membership: This group shall meet at least six times per year.  Whenever possible notice of meetings shall be given at least 48 hours prior.  Notice may be given electronically as well as in publications and media.

Section 2.  Board of Directors: This group shall meet two weeks before each General Membership meeting to verify program plans and announcements for the newsletter and publicity purposes.  It is permissible for the Board to conduct meetings and decide on matters via telephone conference, email or facsimile.

Section 3.  Special Meetings: Special meetings may be called by the President or the Board as needed.  Whenever possible notice of meetings shall be given at least 48 hours prior.  Notice may be given electronically as well as in publications and media.

Section 4.  Committee Meetings shall be announced to the whole membership and open to the community to attend.  It is permissible for Committees to conduct meetings and decide on their recommendations to the Officers via telephone conference, email or facsimile.  Whenever possible, notice of meetings shall be given at least 48 hours prior.

Section 5.  The Annual Meeting, Election of Officers and Installation of Officers shall be held in January each year. New officers shall assume their duties when they are elected.

Section 6.  Meetings shall be conducted according to Robert’s Rules of Order, Newly Revised, unless otherwise noted.

ARTICLE 9. AMENDMENTS

At any regular meeting this Constitution and By-Laws may be amended or changed by a two-thirds vote of members in good standing present, provided that the proposed amendment or revision is submitted to the membership in writing and announced at least one month previously, and included in notices to the membership.

Adopted: 3/12/63

Amended: 7/01/70

Amended: 4/13/83

Amended: 7/10/85

Distributed: 4/7/05;  Adopted: 5/5/05

Amended: 2/2/06;

Amended & Adopted:  7/19/06

Revised 7/3/08

Amended & Adopted: 1/14/10

Amended & Adopted: 10/7/10