Tuesday, July 24, 2007

Bylaws of

Community Trust for Kane'ohe Bay

a Hawai’i Nonprofit Corporation



ARTICLE I

NAME OF CORPORATION

The name of this corporation is Community Trust for Kane'ohe Bay



ARTICLE II

OFFICES

SECTION 2. PRINCIPAL OFFICE

The principal office for the transaction of the business of the Corporation shall be located at 47-200 Waihee Road, Kane'ohe, Hawai’i. The Directors may change the principal office from one location to another, and this section shall be amended accordingly.

SECTION 2.2 OTHER OFFICES

The Board of Directors may at any time establish branch offices, either within or outside the State of Hawai’i, in order to advance the proper purposes of the Corporation.



ARTICLE III

OBJECTIVES AND PURPOSES

The Corporation is organized exclusively for the purposes of promoting the preservation, enhancement, and sustainability of the resources related to Kane’ohe Bay and its Watershed. To achieve these purposes, the Corporation is organized for the following objectives and activities:

(a) Promote preservation, protection, and restoration of natural ecosystems, agricultural, aquacultural, cultural, and historic resources;

(b) Foster community-based stewardship of the resources;

(c) Advocate for ecologically compatible uses, as well as living and working practices, including, but not limited to, appropriate recreation, agriculture, fishing, and cultural activities;

(d) Promote educational opportunities and foster appreciation and awareness of the connections between land, water, and human activities;

(e) Acquire, lease, hold, manage and dispose of land, easements, and interests in land within the State of Hawai'i in a manner designed to meet and achieve the purposes and objectives of the Corporation;

(f) Operate exclusively for charitable, scientific, literary, religious, or educational purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law); and

(g) Transact any or all lawful activities for which nonprofit corporations may be incorporated under Chapter 415B, Hawai'i Revised Statutes.



ARTICLE IV

DEDICATION OF ASSETS

No part of the assets, funds, or earnings of the Corporation shall inure to the benefit of any member or director of the Corporation or any individual having a private interest in the activities of the Corporation, except for services actually rendered to the Corporation. The Corporation shall not participate in or intervene in (including publication or distribution of statements) any political campaign on behalf of any candidate for public office. The term "funds of the Corporation”, as used herein, shall mean and include any properties and moneys then held by the Corporation, including any proceeds from the sale of any properties sold or otherwise disposed of by the Corporation.

Notwithstanding any other provision of these Bylaws, the Corporation is organized and shall be operated exclusively for charitable, scientific, literary, religious or educational purposes as a nonprofit corporation and the Corporation shall not carry on any other activities not permitted to be carried on:

(a) By a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law); or

(b) By a corporation contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States internal revenue law).



ARTICLE V

DIRECTORS

SECTION 5.1 POWERS

(a) General Corporate Powers. The business and the affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors, except as otherwise provided by the Articles of Incorporation and these Bylaws.

(b) Specific Powers. Without prejudice to their general powers, the Directors shall have the power to:

(i) Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws.

(ii) Select and remove any employee or agent of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation, if any.

(iii) Change the principal executive office or the principal business office in the State of Hawai’i from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of Hawai’i; and designate any place within or outside the State of Hawai’i for the holding of any meeting.

(iv) Adopt, make, and use a corporate seal and alter the form of the seal.

(v) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

SECTION 5.2 NUMBER OF DIRECTORS

(a) The Board of Directors shall consist of 15 members. While this section may be amended from time to time pursuant to Article 16 of these Bylaws, no amendment resulting in any decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. The initial Board of Directors, which consists of 12 members as identified in the Articles of Incorporation, shall have the powers and authority of the Board of Directors as set forth in these Bylaws until all vacancies are filled to create the full 15-member Board at a time no later than the first annual meeting.

(b) At least 12 members of the Board of Directors shall be residents of the Kane'ohe Bay Watershed, which consists of the nine ahupua'a of Kualoa, Hakipu'u, Waikane, Waiahole. Ka'alaea, Waihe'e, Kahalu'u, He'eia, and Kane'ohe

(c) The composition of the Board of Directors shall be such that each member shall be deemed by the Board to occupy one of the Board's seats as follows:

(i) Three members shall be residents from the combined ahupua'a of Kualoa, Hakipu'u, Waikane and Waiahole at the time of nomination and election to the Board of Directors;

(ii) Three members shall be residents of the combined ahupua'a of Ka'alaea, Waihe'e and Kahalu'u at the time of nomination and election to the Board of Directors;

(iii) Three members shall be residents of the combined ahupua'a of He'eia and Kane'ohe at the time of nomination and election to the Board of Directors;

(iv) The remaining Board seats shall be at-large seats.

SECTION 5.3 NOMINATION, ELECTION, AND TERM OF OFFICE OF DIRECTORS

(a) The Board of Directors, by resolution, may set forth procedures and criteria for the evaluation and approval of nominees to fill a vacant seat on the Board of Directors. Voting members and non-voting members may submit nominations to the Board or its designated committee for consideration. The Board shall approve the nominations by a majority vote of the entire Board before such nominees can be elected to the Board by eligible voting members as provided in Section 5.3 (b) and Article XIV. The Board can approve more than one candidate for a vacant seat.

(b) Directors shall be elected by a majority of voting members, as defined in Article XIV, who are present to cast their vote for a candidate at the annual meeting of Directors as prescribed in Section 5.7 of these Bylaws.

(c) Members of the initial Board of Directors, as identified in the Articles of Incorporation, shall serve for terms of one (1), two (2) or three (3) years, arranged so that in no year will more than one-third of the occupied seats become vacant due to the expiration of terms. Subsequent elections to the Board shall be for a term of three (3) years, arranged so that not more than one-third of the seats on the Board become vacant in any year.

SECTION 5.4 QUALIFICATIONS OF BOARD MEMBERS

The following are minimum qualifications of Board members: (a) any person nominated or elected to serve as a Director must be 18 years of age or older; and (b) any person nominated or elected to serve as a Director shall have an interest in and commitment to achieving the purposes of this Corporation; and (c) any person nominated or elected to serve as a Director shall be a voting or non-voting member as described in Article XIV. The Board by a majority resolution may set forth additional qualifications for Board members.

SECTION 5.5 VACANCIES

(a) Events Causing Vacancy. A vacancy on the Board of Directors shall be deemed to exist at the occurrence of any of the following:

(i) The death, resignation, or removal of any Director.

(ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the Hawai’i Nonprofit Corporation Act.

(iii) The failure at any meeting at which any Director is to be elected, to elect a Director at such meeting.

(iv) The increase of the authorized number of Directors.

(b) Resignation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the President, or the Secretary, unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.

(c) Removal.

(i) Any Director may be removed, with or without cause, by the vote of two-thirds of the members of the entire Board of Directors at a special meeting called for that purpose, or at regular meetings, provided notice of that meeting and of the removal question are given as provided in section 5.8 (b). Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.5 (d).

(ii) Any Director who does not attend three successive Board meetings may be removed from the Board by a resolution adopted by a majority of a quorum of the Board. This provision is intended to deal with a situation when Directors do not attend meetings, and a quorum cannot be constituted over an extended period of time because an insufficient number of Board members are present.

(d) Filling of Vacancies. Any vacancy caused by the death, resignation, or removal of a Director shall be filled by appointment by a majority vote of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The term and qualifications of a Director so elected shall be the unexpired portion of the term and shall be the vacated seat as defined in Sections 5.2 (b) and 5.2 (c) of the Director being replaced.

SECTION 5.6 PLACE OF MEETING; MEETING BY TELEPHONE

Regular meetings of the Board of Directors may be held at any place within or outside of the State of Hawai’i, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held within or outside the State of Hawai’i, as designated in the notice of meeting or, if not stated in the notice or if there is not notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 5.6, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

SECTION 5.7 ANNUAL MEETINGS

The Board of Directors shall hold an annual meeting at a time and place designated by the Board of Directors for purposes of electing officers, designating committees, and transacting regular business. Notice to the Directors of these meetings shall be by first-class mail postmarked not less than 10 nor more than 40 days in advance thereof, except that any Director may waive notice as provided in Section 5.8 (c). Notice of the annual meeting to voting and non-voting members shall be by mail postmarked not less than 10 nor more than 40 days in advance of the meeting based on the membership list maintained by the Corporation at the time of the mailing of notice.

SECTION 5.8 SPECIAL MEETINGS

(a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President of the Corporation, the Executive Director, or any two Directors.

(b) Notice. Notice of any special meeting of the Board of Directors shall be given to all Directors either by first-class mail at least four days in advance or by notice delivered personally or by telephone or other telecommunications at least 48 hours in advance except that such notice may be waived by any Director as set forth in paragraph (c) below.

(c) Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. All waivers, consents, and approvals shall be filed with the Corporation records or made a part of the minutes of the meetings. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about lack of adequate notice.

SECTION 5.9 QUORUM

A majority of the Board of Directors, whose number is set forth in Section 5.2 (a), shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.10. Every act or decision done or made by a majority of the Directors present at a meeting held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to provisions of the Hawai’i Nonprofit Corporation Act. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any Director, if any action taken is approved by a least a majority of the quorum required for the meeting.

SECTION 5.10 ADJOURNMENT

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 5.11 NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not at the time of the adjournment. Such notice may be waived in the same manner as set forth under Section 5.8 (c).

SECTION 5.12 ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

SECTION 5.13 COMPENSATION OF DIRECTORS

Directors and members of committees may receive reimbursement of expenses as may be determined by resolution of the Board of Directors to be just and reasonable. Directors shall not otherwise be compensated.

SECTION 5.14 RESTRICTION ON INTERESTED DIRECTORS

Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise; (b) any shareholder, employee, or officer of any corporation, or partner or employee of any partnership which has rendered compensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation.

ARTICLE VI

COMMITTEES

SECTION 6.1 COMMITTEES OF DIRECTORS

The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees to serve at the pleasure of the Board. Members of committees need not be members of the Board, but at least one Board member shall serve on each committee. Any member of any committee may be removed, with or without cause, at any time by the Board. Any committee, to the extent provided in the resolution of the Board, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may:

(a) Fill vacancies on the Board of Directors or on any committee;

(b) Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws;

(c) Amend or repeal any resolution of the Board;

(d) Designate any other committees of the Board or appoint the members of any committee;

(e) Approve any transaction (i) to which the Corporation is a party and as to which one or more Directors has a material financial interest; or (ii) between the Corporation and any one or more of its Directors or between the Corporation and any corporation or firm in which one or more of its Directors has a material financial interest.

SECTION 6.2 MEETING AND ACTION OF COMMITTEES

The Board of Directors may adopt rules for any committee not inconsistent with the provisions of these Bylaws.

SECTION 6.3 ADVISORY COMMITTEES

The Board of Directors may create one or more ad hoc advisory committee(s) for any purpose specified by the Board, consisting of such persons as may be determined by the Board of Directors or appointed by the person designated by the Board of Directors to fill the committee(s).



ARTICLE VII

OFFICERS

SECTION 7.1 OFFICERS

The Corporation shall have the following officers: President, Vice-president, Secretary, and Treasurer, and such other Officers as the Board may designate by resolution and appoint pursuant to Section 7.3. The President, Vice-president, Secretary, and Treasurer shall be Directors. Not less than two persons shall be officers. One person may hold two or more offices, except those of President and Secretary, and President and Treasurer.





SECTION 7.2 ELECTION OF OFFICERS

The Officers of the Corporation, except those appointed in accordance with the provisions of Section 7.3 of this Article, shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under a contract of employment.

SECTION 7.3 SUBORDINATE OFFICERS

The Board of Directors may appoint, and may authorize the President or any other Officer to appoint, any other Officers, such as an Executive Director, that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified by the Bylaws or determined from time to time by the Board of Directors.

SECTION 7.4 REMOVAL OF OFFICERS

Subject to rights, if any, under any contract of employment, any Officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in the case of an Officer chosen by the Board of Directors, by an Officer on whom such power of removal has been conferred by the Board of Directors.

SECTION 7.5 RESIGNATION OF OFFICERS

Any Officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party.

SECTION 7.6 VACANCIES IN OFFICE

A vacancy in any Office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in the Bylaws for regular appointments to that Office.

SECTION 7.7 RESPONSIBILITIES OF OFFICERS

(a) President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and Executive Committee, if any. He shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. The President shall be responsible to the Board of Directors, shall see that the Board is advised on all significant matters of the Corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and the Bylaws. The President shall be responsible or cause another person to be responsible for keeping the Board informed at all times of staff performances related to program objectives, and for implementing or cause to be implemented any personnel policies adopted by the Board.

(b) Vice-president. In the absence or disability of the President, the Vice-president shall perform all 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 shall have such other duties as may from time to time be prescribed by the Board of Directors.

(c) Secretary. The Secretary shall attend to the following:

(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of the present at such meetings, and the proceedings of such meetings.

(ii) Notice, Seal and Other Duties. The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors required by the Bylaws to be given. The Secretary shall keep the seal, if any, of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(d) Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall attend to the following:

(i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.

(ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit or cause to be deposited all money 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; shall have charge of the disbursement funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

(iii) Bond. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.

(iv) Audit. The Board of Directors shall provide for an independent audit of the books of the Corporation at least once a year, unless the Board of Directors by a majority vote decides that an audit for a particular year is not needed.

(e) Executive Director. The Board of Directors may employ and delegate responsibility for the day-to-day management of the Corporation, consistent with Section 7.3, to an Executive Director who shall not be a member of the Board of Directors but who will serve as an ex-officio member of the Board.

ARTICLE VIII

RECORDS AND REPORTS

SECTION 8.1 MAINTENANCE OF ARTICLES AND BYLAWS

The Corporation shall keep at its principal executive office the original or a copy of the Articles of Incorporation and Bylaws as amended to date.

SECTION 8.2 MAINTENANCE OF OTHER CORPORATE RECORDS

The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee (s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form.

SECTION 8.3 INSPECTION BY DIRECTORS

Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

SECTION 8.4 ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS

The Corporation shall prepare and mail or deliver to each Director an annual statement of the amount and circumstances of any transaction or indemnification of the following kind:

(a) Any transaction(s) in which the Corporation, its parent or its subsidiary was a party, and in which any Director or Officer of the Corporation, its parent or subsidiary (a mere common directorship shall not be considered such an interest) had a direct or indirect financial interest.

(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director of the Corporation pursuant to Article 10 hereof, unless such indemnification has already been approved pursuant to Section 10.1



ARTICLE IX

CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS

SECTION 9.1 CONTRACTS WITH DIRECTORS AND OFFICERS

(a) No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless: (i) the material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; (ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s); (iii) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into.

(b) The provisions of this Section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation.

SECTION 9.2 LOAN TO DIRECTORS AND OFFICERS

The Corporation shall not make any loan of any money or property to or guarantee the obligation of any Director or Officer; provided, however, that the Corporation may advance money to a Director of Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation.



ARTICLE X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 10.1 RIGHT TO INDEMNIFICATION

This Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, or other enterprise, against expenses, judgment, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the Nonprofit Corporation Act of the State of Hawai'i.

In determining whether indemnification is available to the Director, Officer, or agent of this Corporation under Hawai'i law, the determination as to whether the applicable standard of conduct set forth in Section 415B-6, Hawai'i Revised Statutes, has been met shall be made by a majority vote of a quorum of Directors who are not parties to the proceeding. If the number of Directors who are not parties to the proceeding is less than two-thirds of the total number of Directors seated at the time the determination is to be made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending.

The indemnification provided herein shall not be deemed exclusive of any other rights, including those set forth in the Articles of Incorporation, to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SECTION 10.2 INSURANCE

This Corporation shall have the power to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 10.1 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transactions nor for any act deemed unlawful according to the Hawai'i Nonprofit Corporation Act.



ARTICLE XI

ACQUISITIONS, DISPOSAL OF ASSETS, GRANTS, CONTRACTS, LOANS, ETC.

SECTION 11.1 ACQUISITIONS AND DISPOSAL OF ASSETS

Actions to acquire, lease, hold, manage, and dispose of land, easements and interest in land and other assets shall be authorized by a two-thirds majority of the entire Board of Directors and with such authorization the Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to execute and deliver any instrument to implement such authorization.

SECTION 11.2 GRANTS

The making of grants and contributions, and otherwise rendering financial assistance for the purposes of the Corporation, shall be authorized by a two-thirds majority of the entire Board of Directors and with such authorization the Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to execute any such grants, contributions or assistance.

SECTION 11.3 LOANS

No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in the Corporation's name unless and except as authorized by a two-thirds majority of the entire Board of Directors. Any such authorization may be general or confined to specific instances, and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.

SECTION 11.4 CONTRACTS

The President or any other Officer specifically authorized by a two-thirds majority of the entire Board of Directors may, in the name of and on behalf of the Corporation, enter into those contacts or execute and deliver those instruments that are specifically authorized by a two-thirds majority of the entire Board of Directors. Such contracts include agreements with individuals or organizations to provide stewardship, management, maintenance or other services to and for the Corporation and its assets. Without the express and specific authorization of the Board of Directors, no Officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in excess of $250.00 in the name of and on behalf of the Corporation.

SECTION 11.5 CHECKS, DRAFTS, ETC.

All checks, drafts, endorsements, notes and evidence of indebtedness of the Corporation, and all endorsement for deposits to the credit of the Corporation, shall be signed by such Officer or Officers, agent or agents, of the Corporation and in such manner as shall time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-president of the Corporation.



ARTICLE XII

INVESTMENTS

SECTION 12.1 STANDARDS, RETENTION OF PROPERTY

(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation's investments the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of the Corporation's capital.

(b) No investment violates this Section 12.1 by virtue of the investment's speculative character, where the investment conforms to provisions authorizing such investment contained in the instrument or agreement under which the assets were contributed to the Corporation.

SECTION 12.2

ENDOWMENT FUND

(a) The Corporation may receive donations earmarked for an endowment fund from any source in cash or in other property acceptable to the Board of Directors, provided the terms and conditions, if any, are consistent with the purposes and powers of the Corporation as set forth in the Articles of Incorporation or the Bylaws of the Corporation. All donations so received together with the income therefrom, hereinafter referred to as the "Fund", shall be held, managed, administered and paid out in accordance with any terms and conditions with respect thereto. Unless otherwise specifically required, the Corporation may mingle such restricted donations with other assets of the Fund. The Corporation may reject any donation carrying restrictions deemed by the Board of Directors to be incompatible with the purpose(s) of the Fund or the Corporation.

(b) The Corporation shall keep a complete record of the source of all gifts made to the Fund and shall take such steps as the Board of Directors deems appropriate to recognize and commemorate each such gift, to the end that the memory of the gift and of the donor shall be appropriately preserved.

(c) The Corporation shall disburse the Fund or the income therefrom at such time and in such a manner and in such amounts as the Board of Directors may, in its discretion, determine for the Corporation or its related activities.



ARTICLE XIII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31st.



ARTICLE XIV

MEMBERSHIP

(a) Any responsible individual approving of and committed to achieving the objectives of the Corporation shall be eligible for membership.

(b) With respect to voting rights, there shall be two categories of members: voting members and non-voting members.

(i) A voting member is an individual who has been a member for at least one year prior to the date of the election in which the member votes and who is a resident of the Kane'ohe Bay Watershed, as specified in Section 5.2 (b), at the time the vote is cast. A voting member is entitled to vote only in the election of the Board of Directors, as provided in Section 5.3 (b). A voting member must be present at the election to cast a vote.

(ii) A non-voting member is an individual who is a member who does not meet the qualifications of a voting member in Section 14 (b) (i).

(c) The Board of Directors may establish by resolution of the Board additional non-voting membership categories and identify non-voting privileges and benefits for members.



ARTICLE XV

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Hawai'i Nonprofit Corporation Act shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural, and the plural number includes the singular.



ARTICLE XVI

AMENDMENTS

Bylaws may be adopted, amended, or repealed by a two-thirds majority vote of the entire Board of Directors.

I, the undersigned, the duly elected Secretary of Community Trust for Kane'ohe Bay, a Hawai'i corporation, do hereby certify that the foregoing Bylaws consisting of fourteen (14) pages were adopted as the Bylaws of the Corporation by the Directors of the Corporation on the ________ day of ____________________, 1997, and the same do now constitute the Bylaws of said Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed my name on the ________ day of ________________________, 1997.



_____________________________________________

Jacqueline Mello, Secretary

bylaws.doc
9/16/97

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