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A Hawaii Agricultural Cooperative (HRS Chapter 421)




3.01. Voting Rights and Proxies.

A. At any meeting of the members of the Corporation, each member shall be entitled to cast the number of votes to which he is entitled pursuant to the provisions set forth in Article 2 above.

B. Any member may attend and vote at meetings in person, or by a proxy holder duly appointed by a written proxy signed by the member and filed with the secretary of the Corporation. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Where two or more persons constitute a member, any proxy with respect to the vote of such member shall be signed by all such persons. Proxies shall be subject to the following terms and conditions:

(1) A proxy shall be in writing and shall be valid for only a specified meeting of the Corporation and any adjournments of that meeting.

(2) A member of the Corporation may give a proxy to any person or the Board of Directors as an entity, and the proxy may be limited as indicated by the member. No proxy shall be irrevocable unless:

(a) The proxy is coupled with a financial interest in the unit; or

(b) The proxy is held pursuant to a first mortgage of record encumbering a unit or an agreement of sale affecting a unit.

(3) A proxy, to be valid, must:

(a) Be delivered to the Secretary of the Corporation or the managing agent, if any, no later than 4:30 p.m. on the second business day prior to the date of the meeting to which it pertains;

(b) Contain at least the name of the Corporation, the date of the meeting of the Corporation, the printed name and signature of the person or persons giving the proxy, the Lot or Lots for which the proxy is given, and the date that the proxy is given; and

(c) Contain boxes wherein the member has indicated that the proxy is given:

(i) For quorum purposes only; (ii) To the individual whose name is printed on a line next to this box;

(iii) To the Board of Directors as a whole and that the vote be made on the basis of the preference of the majority of the Board; or

(iv) To those Directors present at the meeting and the vote to be shared with each Board member receiving an equal percentage.

C. As more fully described in Section 15.04, the membership rights of any member shall be suspended during the period when the member shall be in default in the payment of any Water Company Charges assessed by the Corporation; but, upon payment of such Water Company Charges, his rights and privileges shall be automatically restored.

3.02 Membership Nontransferable. No certificate of membership can or shall be assigned, either voluntarily or involuntarily, or by operation of law, nor can any membership or membership rights, or property rights of a member in the Corporation be assigned, transferred, alienated, or encumbered in any manner or by any means whatsoever. Any purported or attempted assignment, transfer, alienation, or encumbrance of either the certificate of membership, or of the membership, or membership and property rights, shall be null and void and confer no rights upon the purported assignee, transferee or claimant.

3.03 Suspension or Termination. The Board of Directors, following a hearing, may suspend and/or terminate the membership rights of a member if it finds: that a membership certificate of this Corporation has come into the hands of any person who is not eligible for membership; that the holder of a membership certificate has ceased to be an eligible member; that the affected lands have been withdrawn by the landlord, or the member's leases have been terminated, cancelled, or not renewed; that the member has filed bankruptcy or is otherwise insolvent; that the member has failed to pay any Member Fees; or that the member has otherwise violated the articles of incorporation, bylaws, or other agreements made with the Corporation.

When membership is terminated, the holder shall return to the Corporation the certificate evidencing the holder's membership. If such holder fails to deliver the certificate, the Corporation may cancel such certificate on its books and records, and the certificate is then null and void.

A suspended or terminated member shall have no rights or privileges on account of any membership certificate held, nor vote or voice in the management or affairs of the Corporation other than the right to participate in accordance with law in case of dissolution.

Termination as provided in the foregoing shall not affect any lien or right which the Corporation has or may have against the terminating member or his property until his indebtedness to the Corporation is fully paid.

Members may voluntarily terminate their membership by a written request to the Board of Directors. Members who voluntarily terminate must pay for the water committed to for the balance of the fiscal year. Once the fiscal year starts, members must retain their membership for the first month of the fiscal year.

3.04. Meetings; Notice; Quorum.

A. An annual meeting of the members of the Corporation shall be held each year on such date and at such time and at such place in the County of Kauai, State of Hawaii, as may be designated in the notice of annual meeting, for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting. At the annual meeting, the members shall approve the annual budget of the Corporation by a vote of the majority of the voting interests of the members.

B. Special meeting of the members of the Corporation may be held at such time and at such place in the County of Kauai, State of Hawaii, and for such purposes as shall be specified in a call for any such meeting made by resolution of the Board of Directors or by a writing filed with the secretary signed by the president, or by a majority of the voting interests of the members.

C. Except to the extent required by law or the Articles of Incorporation, notice of each meeting of the members of the Corporation, specifying the day and time and place of the meeting and the purposes for which the meeting is called, and specifying whether it is an annual or special meeting, shall be given by or under the direction of the Board of Directors, to each member of the Corporation not less than thirty (30) days nor more than sixty (60) days before the date fixed for such meeting, by advising him in writing at his residence address as it appears on the books of the Corporation or his usual place of business or by mailing written notice of the meeting via certified mail, return receipt requested, postage prepaid addressed to him at his residence address or usual place of business. Any member of the Corporation may waive notice of any meeting either prior to or at or after the meeting, with the same effect as though notice of the meeting has been given to him. The presence of any member of the Corporation at a meeting shall be the equivalent of a waiver by him of notice of the meeting.

D. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, votes representing a majority of the voting interests of the members shall constitute a quorum for any action except as otherwise provided in the Articles or these Bylaws. When a quorum is present at any meeting, the concurring vote of a majority of the voting interests of members present at the meeting shall be valid and binding upon the Corporation except as otherwise provide by law, the Articles or these Bylaws.


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