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BYLAWS OF THE EAST KAUAI WATER USERS' COOPERATIVE

A Hawaii Agricultural Cooperative (HRS Chapter 421)

 

TABLE OF CONTENTS

ARTICLE 6. OFFICERS.

6.01. Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, one (1) or more additional Vice-Presidents, one (1) or more Assistant Secretaries, and such other officers as may be appointed in accordance with the provisions of Section 6.03. One (1) person may hold two (2) or more offices; provided, however, that the Corporation shall have at least two persons as officers.

6.02. Election and Term. The officers of the Corporation shall be chosen by a majority of the Board of Directors at the Annual Meeting and shall be members of the Board of Directors.

6.03. Subordinate Officers, Etc. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are required in these Bylaws or as the Board of Directors may from time to time determine. Such subordinate officers need not be members of the Corporation.

6.04. Resignation. Any officer may resign at any time by giving written notice to the Corporation, subject to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

6.06. President. The President shall, if present, preside at all meetings of the Board of Directors and otherwise and perform such other powers and duties as may be, from time to time, assigned to the President or prescribed by these Bylaws. The President also shall be the General Manager and Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall be ex officio a voting member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties as may be prescribed by the Board of Directors or by these Bylaws.

6.07. Vice President. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.


6.08. Secretary.

A. The Secretary shall keep, or cause to be kept, a book of minutes in written form of the proceedings of the Board of Directors and committees of the Board of Directors. Such minutes shall include all waivers of notice, consents to the holding of meetings or approvals of the minutes of meetings executed pursuant to these Bylaws or the Hawaii Nonprofit Corporation Act.

B. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by these Bylaws or by law to be given, and shall cause the seal of the Corporation to be kept in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.


6.09. Treasurer.


A. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.

B. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall reimburse all funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors whenever they request an account of all of the Treasurer's transactions as Treasurer, and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.


6.10. Assistant Secretary. The Assistant Secretary, if there shall be such an officer, shall have all the powers and perform all the duties of the Secretary in the absence or inability of the Secretary to act.


6.11. Compensation. There shall be no compensation paid to any officer for the performance of duties described in this Article 6, with the exception of subordinate officers who are not members and who are hired by the Corporation to perform work on behalf of the Corporation.

TABLE OF CONTENTS

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