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BYLAWS OF THE EAST KAUAI WATER USERS' COOPERATIVE

A Hawaii Agricultural Cooperative (HRS Chapter 421)

 

TABLE OF CONTENTS

ARTICLE 7. BOOKS AND RECORDS.


7.01. Books and Records. The Corporation shall keep adequate and correct books and records of account and minutes of the proceedings of the Board of Directors and committees of the Board of Directors.

7.02. Form of Records. Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. If any record subject to inspection pursuant to the Hawaii Nonprofit Corporation Act is not maintained in written form, a request for inspection is not complied with unless and until the Corporation, at its expense, makes such record available in written form.

7.03. Annual Report.

A. The Board of Directors shall cause an annual report (hereinafter the "Annual Report") to be sent to the Directors and members no later than one hundred twenty (120) days after the close of the Corporation's fiscal year. The Annual Report shall contain in appropriate detail the following:

(1) The assets and liabilities of the Corporation as of the end of the fiscal year:

(2) The principal changes in assets and liabilities during the fiscal year;

(3) The revenue or receipts of the Corporation during the fiscal year;

(4) The expenses or disbursements of the Corporation during the fiscal year;

(5) Any amounts paid to any Directors; and

(6) Any other information appropriate to explain or describe the foregoing.


B. The Annual Report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.


7.04. Documents.


A. The most current financial statement of the Corporation and the minutes of the most recent meeting of the Board of Directors (other than minutes of executive sessions) shall be made available for examination by any member at no cost during reasonable hours, at a location designated by the Board.

B. The approved minutes of other meetings of the Board, other than executive sessions, and the approved meetings of the Corporation for the current and prior year, shall be made available for examination by members during reasonable hours at a location designated by the Board. Copies of those meeting minutes shall be provided to any member upon the member's request if the member pays a reasonable fee for duplication, postage, stationery, and other administrative costs associated with handling the request.

C. Financial statements, general ledgers, accounts receivable ledgers, accounts payable ledgers, check ledgers, insurance policies, contracts, invoices of the Corporation for the current and prior year, and any documents regarding delinquencies of ninety (90) days or more, shall be made available for examination by members at reasonable hours at a location designated by the Board; provided that members shall pay for all costs associated with the examination of documents. Copies of these documents shall be provided to any member upon the member's request if the member pays a reasonable fee for duplication, postage, stationery, and other administrative costs associated with handling the request.

D. Members may view proxies, tally sheets, ballots, members' check-in lists, and the certificates of election, if any, for a period of thirty (30) days following any Corporation meeting; provided that members shall pay for all costs associated with the examination of the documents. Proxies and ballots may be destroyed following the thirty-day period. Copies of tally sheets, members' check-in lists, and the certificates of election from the most recent Corporation meeting shall be provided to any member upon the member's request if the member pays a reasonable fee for duplication, postage, stationery, and other administrative costs associated with handling the request.

E. Members may file a written request with the Board to examine other documents of the Corporation. The Board shall give written authorization, or written refusal with an explanation of the refusal, for the examination within sixty (60) calendar days of receipt of the request. The Board may condition its approval of any such request upon payment of reasonable fees. Without limitation, books and records kept by or on behalf of an Corporation may be withheld from inspection and copying to the extent that they concern:

(1) Personnel records;

(2) An individual's medical records;

(3) Communications which are privileged because of attorney-client privilege or any other applicable privilege of the Corporation;

(4) Complaints against an individual member of the Corporation;

(5) Any records, the release of which could be a violation of any law, ordinance, rule, or regulation; or

(6) Similar records.

TABLE OF CONTENTS

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