Tuesday, July 24, 2007


Bylaws

of

Pacific Islands Land Institute


ARTICLE I: Name


ARTICLE II: Purposes


A. Preserve, Protect, and Restore Land and Resources

B. Support Sustainable Communities

C. Provide Education, Information, and Technical Assistance

D. Develop Strategies to Preserve, Protect and Restore the Natural Environment and Rural Character


ARTICLE III: Membership


ARTICLE IV: Board of Directors


A. Powers

B. Number of Board of Directors

C. Nomination of Directors

D. Election of Directors

E. Terms of Office

F. Vacancies

G. Meetings of the Board of Directors

H. Procedures for Meetings of the Board of Directors

I. Duties of the Board of Directors

J. Powers of the Board of Directors

K. Conflict of Interest


ARTICLE V: Committees


A. Executive Committee

B. Other Committees

C. Limitations on Committee Authority

D. Meeting of Committees


ARTICLE VI: Officers


A. Designation

B. Election

C. Tenure

D. Removal from Office

E. Duties of the President

F. Duties of the Vice-President

G. Duties of the Secretary

H. Duties of the Treasurer


ARTICLE VII: Certain Actions Requiring Supermajority Vote for Approval


A. Supermajority Requirements

B. Actions Requiring Supermajority Vote


ARTICLE XIII: Miscellaneous Provisions


A. Miscellaneous Financial Provisions

B. Indemnification


ARTICLE IX: Initial Membership and Board, Adoption of Bylaws, First Annual Meeting


A. First Annual Meeting

B. Adoption of Bylaws

C. Nomination and Selection of Directors to be Elected at First Annual Meeting

D. Initial Board of Directors

E. Removal of Initializing Language

BYLAWS

OF

PACIFIC ISLANDS LAND INSTITUTE


I. NAME


The name of the Corporation is the Pacific Islands Land Institute.


II. CORPORATE PURPOSE


The Pacific Islands Land Institute ("the Corporation") is a organized under the

Hawaii Nonprofit Corporation Act exclusively for charitable purposes within the meaning of Section 501(c)(3), of the Internal Revenue Code.


The specific purposes of the Corporation include but are not limited to:


A. Preserve, protect, and restore land for scientific, historic, ecological, educational, recreational, agricultural, cultural, scenic or open space purposes. Preservation, protection, and restoration of land shall be accomplished by acquiring real property or partial interests therein, including conservation easements as defined by the laws of Hawaii, Commonwealth of the Northern Marianas, Territory of Guam, Federated States of Micronesia, Republic of Belau, Territory of American Samoa, and other Pacific Island nations, to protect the physical environment and public access thereto, for ecological, aesthetic, and cultural purposes beneficial to the public interest.


B. Support sustainable communities by promoting the development, rehabilitation, and maintenance of decent affordable housing and commercial structures and by making land and facilities available for projects and activities that improve the quality of life and combat community deterioration.


C. Provide education, information, and technical assistance to individuals, organizations, and government agencies regarding the preservation, protection, and restoration of scientific, historic, ecological, educational, recreational, agricultural, cultural, scenic or open space resources.


D. Develop strategies to preserve, protect, and restore the natural environment and rural character, including agricultural use and the promotion of ecologically sound use of land and its natural resources and the long-term health and safety of the Community.


III. MEMBERSHIP


The Corporation shall have no members.


IV. BOARD OF DIRECTORS


A. Powers. The Corporation shall have powers to the full extent allowed by law. All powers and activities of the Corporation shall be exercised and managed directly by the Board of Directors of the Corporation (Board), or, if delegated, under the direction of the Board.


B. Number of Directors. Except for the initial Board as set forth in Article IX, the number of Directors with full voting rights, shall be set by the initial Board in prior to the first Annual Meeting, provided, however, the number shall be no less than three and no more than nine.


C. Nomination of Directors. For all regular elections, any Director or Officer may nominate a person for election to the Board by providing notice of such nomination to the President of the Corporation at least three weeks prior to the Annual Meeting. A list of all persons nominated shall be included with the notice of the Annual Meeting. Additional nominations may be accepted at the Annual Meeting if allowed by a majority of the Directors present at the meeting.


D. Election of Directors. Each Director shall be elected by a majority of the Directors present and voting at the Annual Meeting, a quorum being assembled.


E. Term of Office.


1. Term. One-half of the Directors elected at the first Annual Meeting shall be assigned, by mutual agreement or by lot, to a three-year term and one-half of the Directors shall be assigned a two-year term in order to stagger the terms of the directors. Thereafter, except as otherwise provided in these Bylaws, each Director shall serve a full term of three years.


2. Commencement of Term. The term of office of a regularly elected Director shall commence at the completion of elections at the Annual Meeting in which he or she is elected. The term of office of a Director appointed by the Board to fill a vacancy shall begin at the time of his or her acceptance of the position.


3. Term Limit. No person shall serve as a Director for more than three full terms consecutively.


F. Vacancies. A vacancy shall be deemed to exist if at any time the number of actual members of the Board is less than the authorized number for any reason.


1. Resignation. A Director may resign at any time by giving written notice to the President. Unless otherwise specified, such resignation shall be effective upon the receipt of notice by the President. A Director shall be considered to have given notice of resignation and his or her position shall be declared vacant by the Board in the event of his or her death, or of an incapacity preventing him or her from effective participation as a Director.


2. Removal. Members may remove a Director of the Corporation for with or without good cause when such Director is judged to have acted in a manner detrimental to the Corporation, including failure to attend two consecutive regular Board meetings without excuse by the President.


3. Filling Vacant Director Positions. The remaining Directors may, at any regular or special meeting, nominate and elect a person to fill any vacancy for the unexpired term.


G. Meetings of the Board of Directors.

1. Annual Meeting. The Annual Meeting of the Board shall be held in May of each year, unless otherwise scheduled by the Board.


2. Regular Meetings. The Board may establish a schedule of regular meetings of the Board, but, in any event, shall meet no less often than once every four months, at such times and places as the Board may establish.


3. Special Meetings and Emergency Meetings. The President, or any three Directors may call a special meeting. Notice of the meeting shall be delivered personally, by telephone, or e-mail to each of the Directors at least 72 hours prior to such special meeting. At any special meeting of the Board, only those matters included in the announced agenda may be acted upon, unless all of the Directors are present at the meeting and unanimously agree to take action on other matters.


H. Procedures for Meetings of the Board of Directors.


1. Notice of Meetings. Except as provided for emergency meetings, written notice of a Board meeting shall be mailed or e-mailed to all Directors at least seven days prior to the meeting or shall be delivered in person at least five days prior to the meeting. Notice of every meeting shall include an agenda for the meeting.

2. Open Meetings. All meetings of the Board shall be open to any person, except when the Board has voted, during an open meeting, to go into executive session.


3. Executive Session. A motion to go into executive session shall state the nature of the business of the executive session, and no other matter may be considered in the executive session. No binding action may be taken in executive session except actions regarding the matters set forth in subsections (a) - (e) below. Attendance in executive session shall be limited to the Directors and any persons whose presence is requested by the Board. Minutes of an executive session need not be taken; however, if they are taken, they shall be recorded as a part of the minutes of the meeting in which the Board has voted to go into executive session. The Board shall not hold an executive session except to consider one or more of the following matters:


(a) Contracts, labor relations agreements with employees, arbitration, grievances, or litigation involving the Corporation when premature public knowledge would place the Corporation or person involved at a substantial disadvantage;


(b) Real estate purchase offers and the negotiating or securing of real estate purchase options or contracts;


(c) The appointment or evaluation of an employee, and any disciplinary or dismissal action against an employee (however, nothing in this section shall be construed to impair the right of the employee to a public hearing if action is taken to discipline or dismiss);


(d) The relationship between the Corporation and any party who could be harmed by public discussion of matters relating to the relationship with the Corporation; or


(e) Any action to remove a Board member.


4. Quorum. At any meeting of the Board, a quorum shall consist of a majority of the Board then in office.


5. Decision-Making. Every act or decision by a majority of the Directors present and voting shall be regarded as an act of the Board, except as otherwise provided in these Bylaws or by law. A majority of the Directors present and voting, may adjourn any meeting to another time and place.


6. Waiver of Notice or Consent. Any Director may waive any notice required by these Bylaws. Any Director who has not received notice of a Board meeting, but has attended that meeting shall be considered to have waived notice of that meeting, unless he or she requests that his or her protest be recorded in the minutes of the meeting. The transaction of any meeting of the Board, however, called and noticed or wherever held, are valid as though the meeting had been duly held after regular notice, provided (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.


7. Minutes. Minutes of all Board meetings shall be recorded by the Secretary or by such other person as the Board may designate, and shall be approved by the Board at the next Board meeting. All minutes of Board meetings shall be kept on permanent record by the Corporation and shall be open for inspection by any Director of the Corporation.


8. Attendance by Telephone or Internet. Directors may attend Board or committee meetings by telephone conference, Internet, or similar means by which all persons participating in the meeting can communicate with each other and have the ability to respond.


I. Duties of the Board of Directors. The Board shall carry out the purposes of the Corporation, and be responsible for the general management of the affairs of the Corporation in accordance with these Bylaws. Specifically, the Board shall:


1. Approve a written Annual Report. This report shall include a summary of the Corporation's activities during the previous year, the Corporation's most recent financial reports, and a list of all real estate held by the Corporation;


2. Adopt an annual budget prior to the beginning of each fiscal year and approve any expenditures not included in the budget;


3. Select all officers of the Corporation, in accordance with Article VI of these Bylaws;


4. Supervise the activities of all officers, agents, and committees of the Corporation in the performance of their assigned duties and investigate any possible conflicts of interest within the Corporation;


5. Approve personnel policies providing for the hiring, supervision, and evaluation of employees;


6. Provide for the deposit of funds in accordance with Article XIII of these Bylaws;


7. Determine by whom and in what manner deeds, leases, contracts, checks, drafts, endorsements, notes, and other instruments shall be signed on behalf of the Corporation;


8. Acquire and dispose of such interests in land, with or without buildings and other improvements, through donation, purchase, or otherwise, as the Board shall determine is useful and prudent in furtherance of the purposes of the Corporation;


9. Develop the resources necessary for the operation of the Corporation and for the acquisition and development of land and housing; and


10. Assure the sound management of the finances of the Corporation.


J. Powers of the Board of Directors. In addition to the power to carry out the duties enumerated above, the Board shall have the power to:


1. Appoint and discharge the positions of Director of Policy Development and Director of Resource Protection;

2. Create such committees as are necessary or desirable to further the purposes of the Corporation, provided that no committee may take action on behalf of the Corporation except as authorized by the Board;


3. Call special meetings;


4. Approve the borrowing and lending of money as necessary to further the purposes of the Corporation and in accordance with these Bylaws; and


5. Exercise all other powers necessary to conduct the affairs and further the purposes of the Corporation in accordance with the Articles of Incorporation these Bylaws, and the law.


K. Conflict of Interest. No member of the Board shall vote on any matter in which such Director or any parent, spouse, child, partner, employer, or similar related business entity has a substantial interest in any property or business that would be substantially affected by such action.


The Board may approve of a transaction in which one or more of the Directors has a material financial interest if the Board determines that the transaction is undertaken for the corporation’s own benefit, and if fair and reasonable to the Corporation; and the Board, after reasonable investigation, determines that the Corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Director’s interest in the transaction, and by a vote of a majority of the Directors then in office, without counting the vote of the interested Director(s).



At no time, shall a Director or individuals related to the Director by blood, marriage, or domestic partnership (Interested Party) be compensated for services performed for the Corporation, if such compensation would result in more than 50% of the Directors directly or through an Interested Party, having received such compensation within the previous 12 months.



ARTICLE V: COMMITTEES


A. Executive Committee. The Board shall elect from among itself an Executive Committee consisting of the President, the Treasurer, and one other member of the Board of Directors. The Executive Committee shall advise staff on administrative matters as they arise on which staff desires counsel between regular meetings of the Board, and shall have the power to:


1. Implement policies and procedures adopted by the Board, as authorized by the Board;


2. Accept donations and gifts, and approve contracts, transactions, and expenditures except for the acquisition or receipt of land, which authority remains with the full Board unless specifically delegated to the Executive Committee;


3. Advise the Director of Policy Development and the Director of Resource Protection regarding employment contracts for positions other than the Director of Policy Development and Director of Resource Protection;


4. Adopt procedures for the day-to-day management of the affairs of the Corporation; and


5. Other duties and powers as authorized by the Board.


The Executive Committee serves at the pleasure of the Board, and a majority of the Board may, at any time, remove and replace any or all members of the Executive Committee.


B. Other Committees. The Board may by resolution form any other committees of Directors to serve at the pleasure of the Board. The resolution forming the committee shall set forth the authority of the committee.


C. Limitations on Committee Authority. No committee, regardless of Board resolution, may:


1. Amend, alter or repeal the Bylaws or adopt new Bylaws;


2. Elect appoint, or remove any member of any committee or any director or officer of the Corporation;


3. Amend the articles of incorporation, restating articles of incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation;


4. Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation;


5. Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;


6. Adopt a plan for the distribution of the assets of the Corporation; or


7. Amend, alter, or repeal any resolution of the Board unless such resolution is expressly so amendable or repealable.


Nothing in subsections (1) - (7) above shall prohibit any committee, if properly authorized by the Board and not prohibited by the Bylaws from engaging in any sale, lease, exchange, mortgage, pledge, or distribution of assets of the corporation in the normal course of the corporations business.


D. Meetings of Committees. Committee meetings shall be subject to the same notice provisions as meetings of the Board.



ARTICLE VI: OFFICERS


A. Designation. The officers of the Corporation shall be: President, Vice-president, Secretary, and Treasurer. The Board may designate other officers of the Corporation.


B. Election. The President, Vice-President, Secretary, and the Treasurer of the Corporation shall be elected by a majority vote of the Board, from among itself, at the Annual Meeting of the Board. Other officers of the Corporation, if designated by the Board, shall be elected by a majority of the Board. The Board shall fill any vacancies occurring in any of these offices for the remainder of the term.


C. Tenure. The officers shall hold office until the next Annual Meeting of the Board after their election, unless, before such time, they resign or are removed from their offices, or unless they resign or are removed from the Board.


D. Removal from Office. The officers shall serve at the pleasure of the Board and may be removed from office at any time by an affirmative vote of two-thirds of the entire Board, subject to the rights, if any, of an officer under any contract of employment.


E. Duties of the President. The President shall:


1. Preside at all meetings of the Board;


2. Consult with the other officers and the committees of the Corporation regarding the fulfillment of their duties;


3. Assure that an agenda is prepared for every meeting of the Board;


4. Give notice to any Director who has been absent from two consecutive regular meetings, as required by these Bylaws;


5. Call special meetings of the Board when petitioned to do so in accordance with these Bylaws;


6. Carry out the duties assigned to the President regarding the removal of a Director; and


7. Perform such other duties as the Board may assign.


F. Duties of the Vice-president. The Vice-president shall:


1. Perform all duties of the President in the event that the President is absent or unable to perform these duties;


2. Perform those duties assigned to the President regarding the resignation or removal of a Director when the President is disqualified from performing these duties; and


3. Perform such other duties as the Board may assign.


G. Duties of the Secretary. The Secretary shall:


1. Record and keep a permanent record of minutes of all meetings of the Board;


2. Assure that motions and votes in meetings of the Board are accurately represented to those present and are accurately recorded in the minutes;


3. Maintain the list of all Directors and their mailing addresses for the Corporation;

4. Give proper notice of all meetings of the Board; and


5. Perform such other duties as the Board may assign.


H. Duties of the Treasurer. The Treasurer shall oversee the finances of the Corporation. Specifically, the Treasurer shall:


1. Assure that the financial records of the Corporation are maintained in accordance with sound accounting practices;


2. Assure that funds of the Corporation are deposited in the name of the Corporation in accordance with the Bylaw;


3. Assure that all deeds, title papers, leases, and other documents establishing the Corporation's interest in property and rights in particular matters are maintained in such manner as the Board directs;


4. Assure that all money owed to the Corporation is duly collected and that all gifts of money or property to the Corporation are duly received;


5. Assure the proper disbursement of such funds as the Board may order or authorize to be disbursed;


6. Assure that accurate financial reports (including balance sheets and revenue and expense statements) are prepared and presented to the Board at the close of each quarter of each fiscal year;


7. Assure that such reports and returns as may be required by various government agencies are prepared and filed in a timely manner;


8. Assure that an annual budget is prepared and presented to the Board for its approval prior to the beginning of each fiscal year; and


9. Perform such other duties as the Board may assign.



ARTICLE VII: CERTAIN ACTIONS REQUIRING SUPERMAJORITY

VOTE FOR APPROVAL


A. Supermajority. A supermajority shall mean at least two-thirds of all Directors then in office.


B. Actions Requiring Supermajority Vote. The following actions that can have profound effect on the survival or pursuit of purposes of the Corporation shall require a supermajority vote for approval:


1. Amendment of the Bylaws, except for Article IX, which Article may be amended in accordance with provisions therein;


2. Amendment of the Articles of Incorporation, except for Article XII (that contains provisions related to dedication of assets on dissolution), which Article may be amended in accordance with provisions therein;


3. Dissolution of the Corporation; or

4. Sales of land held by the Corporation unless expressly provided for in the resolution authorizing the acquisition of said land.



ARTICLE VIII: MISCELLANEOUS PROVISIONS


A. Miscellaneous Financial Provisions.


1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year, and shall end on December 31st of each year.


2. Deposit of Funds. All funds of the Corporation not otherwise obligated shall be deposited in such banks or trust companies, or other reliable depositories as the Board from time to time may determine.


3. Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as the Board from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board from time to time may determine.


4. 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 its name, except as authorized by the Board. Any such authorization shall relate to specific transactions.


5. Contracts. Any officer or agent of the Corporation specifically authorized by the Board may, on behalf of the Corporation, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board. Without the express and specific authorization of the Board, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of the Corporation, except as provided in Articles V and VI.


B. Indemnification. Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a Director or Officer of the Corporation shall be indemnified by the Corporation. The Corporation shall indemnify the these persons against any and all liability and shall cover their reasonable expenses, including attorneys' fees and disbursements, incurred by him or her (or his or her heirs, executors, or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein. Except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his or her duties, there shall be no indemnification. The foregoing indemnification is made subject to the condition that he or she (or his or her heirs, executors, or administrators) allows the Corporation to control the defense or settlement of such action, suit, or proceeding and cooperates with such defense or settlement.



ARTICLE IX: INITIAL MEMBERSHIP AND BOARD, ADOPTION OF BYLAWS,

FIRST ANNUAL MEETING


A. First Annual Meeting. The First Annual Meeting of the Corporation, for the election of Directors and the transaction of other business, shall be held not later than May, 2000, and shall be noticed in accordance with the provisions of these Bylaws.


B. Adoption of Bylaws. Adoption of these Bylaws as the Bylaws of the Corporation shall require approval by a majority of the Initial Board prior to the First Annual Meeting.


C. Nomination and Selection of Directors to Be Elected at First Annual Meeting. Nomination and selection of Directors to be elected at the First Annual Meeting shall be in accordance with Article IV of these Bylaws.


D. Initial Board of Directors. The Initial Board shall be as stated in the Articles of Incorporation. The Initial Board, after approving these Bylaws shall exercise all powers provided to the Board of Directors herein, shall call the First Annual Meeting of the Membership, and shall serve until the first elected Board has been seated. The Initial Board may also, by majority vote, add additional Board members to serve until the First Annual Meeting, up to the number specified by these Bylaws.


E. Removal of Initializing Language. At the First Annual Meeting, or at any time thereafter, these Bylaws may be amended to remove this Article IX by a majority vote of the Board.

Adopted - February 4, 2000

No comments: