Tuesday, July 24, 2007

STATE OF HAWAI'I

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

BUSINESS REGISTRATION DIVISION

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, Hawai'i



ARTICLES OF INCORPORATION

(Section 415B-34, Hawai'i Revised Statutes)



The undersigned, desiring to form a nonprofit corporation under the laws of the State of Hawai'i, certify as follows:

ARTICLE I

Corporate Name

The name of the Corporation shall be Community Trust for Kane'ohe Bay.



ARTICLE II

Location of the Corporation

The location of the Corporation and the street and mailing address of its initial office shall be 47-200 Waihee Road, Kane'ohe, Hawai'i, 96744.



ARTICLE III

Corporate Purposes

Section 3.1 Purposes. The Corporation is organized exclusively for the purposes of promoting the preservation, enhancement, and sustainability of resources related to Kane'ohe Bay and its Watershed. To achieve these purposes, the Corporation is organized for the following objectives and activities:

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

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

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

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

(v) 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;

(vi) 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 corresponding provision of any future United States internal revenue law); and

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

Section 3.2 Restrictions. 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 Articles, 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:

(i) 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

(ii) 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 IV

Corporate Powers

The Corporation shall have and possess all the powers permitted to nonprofit corporations under the laws of the State of Hawai'i.



ARTICLE V

Corporate Life

The duration of the Corporation shall be perpetual.

ARTICLE VI

Directors and Officers

Section 6.1 Board of Directors. There shall be a Board of Directors consisting of not fewer than three persons at least one of whom shall be a resident of the State of Hawai'i. The number of directors shall be fixed by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have and may exercise all the powers of the Corporation except as otherwise provided by these Articles or the Bylaws.

Section 6.2 Officers. The officers of the Corporation shall be a president, one or more vice-presidents, a secretary, and a treasurer. The Corporation may have such additional officers as shall be determined in accordance with the Bylaws. The officers shall have the powers, perform the duties and be appointed in the manner set forth in the Bylaws. Any two or more offices may be held by the same person unless such practice is prohibited by the Bylaws; provided, however, that not less than two persons shall be officers.

Section 6.3 Initial Officers and Directors. The initial Board of Directors shall consist of twelve (12) persons. The following persons shall be the initial officers and directors of the Corporation and shall hold office until their successors are duly elected pursuant to the Bylaws:



Name and Office(s) Held


Address

Gretchen Gould,

Director

44-365 Kaneohe Bay Drive

Kaneohe, HI 96744

Gordon Grau,

Director

45-119 Lilipuna Road

Kaneohe, HI 96744

Randall Harr,

Director and Treasurer

538 Uluhaku Street

Kailua, HI 96734

Lehman Henry,

Director

46-329 Ikiiki Street

Kaneohe, HI 96744

Charlene Hoe,

Director

48-140 Kamehemeha Highway

Kaneohe, HI 96744

Amy Luersen,

Director

47-102 Hui Kelu Place

Kaneohe, HI 96744

Carole McClean,

Director

46-451 Kuneki Street

Kaneohe, HI 96744

Jacqueline Mello,

Director and Secretary

47-874 Ahilama Road

Kaneohe, HI 96744

Colleen Meyer,

Director

47-309 Kamehameha Highway

Kaneohe, HI 96744

Pi’ikea Miller,

Director and Vice-president

47-109 Kamehameha Highway

Kaneohe, HI 96744

John Reppun,

Director

47-410 Lulani Street

Kaneohe, HI 96744

Charles Reppun,

Director and President

47-410 Lulani Street

Kaneohe, HI 96744



ARTICLE VII

Liability and Indemnification of Officers, Directors, Employees and Agents

Section 7.1 No Liability to Corporation. No director, officer, employee or other agent of the Corporation and no person serving at the request of the Corporation as a trustee, director, advisor, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise and no heir or personal representative of any such person shall be liable to the Corporation for any loss or damage suffered by it on account of an action or omission by such person as a trustee, director, advisor, officer, employee or other agent if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this Corporation, unless with respect to an action or suit by or in the right of the Corporation to procure a judgment in its favor such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation.

Section 7.2 Indemnity

(1) The Corporation shall indemnify each person who was or is a party or is threatened to made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other corporation, partnership, joint venture, trust or other enterprise, against expenses, attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The terminating of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(2) The Corporation shall have the power to indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other corporation, partnership, joint venture, trust or other enterprise against expenses and attorneys' fees actually and reasonably incurred by such person in the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense and attorneys' fees which such court deems proper.

(3) To the extent that a person seeking indemnification under section 7.2 (1) or 7.2 (2) above has been successful on the merits or otherwise in defense of any action, suit or proceeding, or any claim, issue or matter therein, the Corporation shall indemnify such person against expenses and attorneys' fees actually and reasonably incurred in connection therewith.

(4) The Corporation shall make indemnification payments to or on behalf of the person seeking them only if authorized in the specific case upon a determination that indemnification of such person is proper because such person meets the applicable standards of conduct set forth in section 7.2 (1) or 7.2 (2) above. Such determination may be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion to the Corporation, or (3) by the court in which such action, suit or proceeding was pending upon application made by the Corporation or the person seeking indemnification or the attorney or other person rendering services in connection with the defense, whether or not such application is opposed by the Corporation.

(5) The Board of Directors may authorize payment in advance of final disposition of an action, suit or proceeding for the expenses and attorneys' fees incurred by a person seeking indemnification under Section 7.2 (1) or 7.2 (2) above, provided that such person delivers a written undertaking to repay such amount unless it is ultimately determined that such person is entitled to be indemnified under this Section 7.2

(6) The indemnification provided by this Section 7.2 shall not be deemed exclusive of any other rights to which those seeking indemnification are entitled under any by-law, agreement, vote of disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who ceases to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

(7) The Corporation may purchase and maintain insurance on behalf of any person described in Section 7.2 (1) or 7.2 (2) above against any liability asserted against or incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify the person against such liability under this Section 7.2.

(8) This Section 7.2 shall be effective with respect to any person who is a director, officer, employee or agent of the Corporation or is serving in such capacity at the request of the Corporation in any other corporation, partnership, joint venture, trust or other enterprise, at any time on or after the effective date of the Articles of Incorporation with respect to any action, suit or proceeding pending on or after that date against such person based upon his or her acting in such capacity before or after that date.







ARTICLE VIII

Membership

The Corporation shall having voting and non-voting members as specified in the Bylaws. Voting members shall be entitled to vote in the election of the Board of Directors as specified in the Bylaws. The Board of Directors shall have all other voting rights in the Corporation.



ARTICLE IX

Non-Profit

The Corporation is not organized for profit and it will not authorize or issue any stock, and no part of its assets, income or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the Corporation; provided, however, that the Corporation shall be empowered to make payments and distributions in furtherance of the purposes for which it is organized and operated.



ARTICLE X

Corporate Liability

The property of the Corporation shall alone be liable in law for the debts and liabilities of the Corporation. The members, officers and directors of the Corporation shall incur no personal liability for said debts and liabilities by reason of membership or position.



ARTICLE XI

Corporate Dissolution

If the Corporation shall cease to exist or shall be dissolved, all property and assets of the Corporation of every kind, after payment of its just debts, shall be distributed only to one or more public agencies, organizations, corporations, trusts or foundations having like purposes and organized and operated exclusively for charitable, scientific, literary, religious or educational purposes, no part of whose assets, income or earnings may be used for dividends, or otherwise withdrawn or distributed to or inure to the benefit of any private shareholder or individual and the activities of which do not include participation or intervention (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. In no event shall any distribution be made to any organization unless it qualifies as a tax-exempt organization under section 501 (c) (3) of the United States Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law) with purposes similar or related to those of the Corporation.



ARTICLE XII

Bylaws

Section 12.1 Adoption. The Bylaws shall be adopted by the Board of Directors of the Corporation.

Section 12.2 Amendment. The Bylaws of the Corporation may be altered, amended or repealed by the Board of Directors of the Corporation as specified in the Bylaws.



ARTICLE XIII

Amendment

These Articles may be amended by a two-thirds majority vote of the entire Board of Directors. Procedures to amend the Articles will comply as appropriate with provisions of Sections 415B-36, 37,38, 39 and 40, Hawai'i Revised Statutes.



We certify under the penalties of Section 415B-158, Hawai'i Revised Statutes, that we have read the above statements and that the same are true and correct.

Witness our hands this __________day of _________________________, 1997.





Gretchen Gould


Gordon Grau

Randall Harr


Lehman Henry

Charlene Hoe


Amy Luersen

Carole McClean


Jacqueline Mello

Colleen Meyer


Pi'ikea Miller

John Reppun


Charles Reppun



articles.doc
8/12/97

No comments: