Bylaws of Hawaii Preparatory Academy Ohana Association, INC.

ARTICLE I
PURPOSEAND NON-PROFIT CHARACTER

Section 1.1 Purpose. The purpose of the Association shall be to further the development and growth of the Hawaii Preparatory Academy (“HPA”).

Section 1.2 Nonprofit Character. The Association shall be a nonprofit organization. Any net income or earnings that may be derived from its operations, in pursuit of the purpose of the Association, shall be used in furtherance of the purpose of the Association and shall not be distributed to any member, director, or officer of the Association, or any private individual, except to pay reasonable compensation for services rendered to the Association by such member, director, officer, or individual under proper authority.

ARTICLE II
PRINCIPAL OFFICE; PLACE OF MEETINGS

Section 2.1 Principal Office. The principal office of the Association shall be maintained in Kamuela, Hawaii.

Section 2.2. Other Offices. The Association may have such other offices within the State of Hawaii as the Board of Directors may designate.

ARTICLE III
MEMBERSHIP

Section 3.1 Classes of Membership; Qualifications; Rights. There shall be two classes of membership in the Association: Nonvoting Members and Voting Members. Any person who is a parent or legal guardian of a student who is attending HPA, or who has been admitted to attend HPA, or the designee of such parent or legal guardian, any alumnus or alumna of HPA, and any current member of the faculty, administration and staff of HPA is qualified to be a Nonvoting Member of the Association and upon written application to join the Association as a Nonvoting Member shall be enrolled as such. All persons qualified to be Nonvoting Members of the Association who pay to the Association the annual dues as determined by the Board of Directors, or who submit a request for waiver of the annual dues based on financial hardship, shall become Voting Members of the Association upon such payment or grant of waiver by the Board of Directors. Voting Members shall have the right to elect the Board of Directors at the members’ annual meeting. Each Voting Member shall be entitled to cast a vote.

Section 3.2 Annual Meeting of Members; Notice. An annual meeting of the members shall be held during the month of April or May of each calendar year. Notice of the annual meeting shall be no fewer than ten (10) or more than sixty (60) days prior to the date set for the meeting. Notice shall be deemed properly given if mailed to each member at the member’s last known mailing address, sent via e-mail to the member at the member’s last known e-mail address, or given in writing to the member’s child enrolled at HPA for delivery by hand to the member.

Section 3.3 Special Meetings of Members; Notice. If at least twenty (20) Voting Members sign a request for a special meeting of the members to be called and the request includes the specific subject for which the special meeting is requested, and such request is presented to the President of the Association, the President shall schedule a special meeting for consideration of the specific subject within 30 days of the President’s receipt of such request. The President shall cause notice of the special meeting to be given to all members no fewer than ten (10) or more than sixty (60) days prior to the date of the special meeting. Notice shall be deemed properly given if mailed to each member at the member’s last known mailing address, sent via e-mail to the member at the member’s last known e-mail address, or given in writing to the member’s child enrolled at HPA for delivery by hand to the member.

Section 3.4 Quorum at Meetings of Members. Ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members to constitute a quorum on that matter. If less than ten per cent of the votes entitled to be cast on a matter shall be represented at a meeting of members, a majority of the Voting Members so represented may adjourn the meeting from time to time without further notice. Notice of the new date, time, or place of such adjourned meeting need not be given to members if the new date, time, or place is announced at the meeting before adjournment.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 3.5 Proxies. At all meetings of members, a Voting Member may vote in person or by means of a proxy appointed in writing by a member or his/her duly authorized attorney-in-fact. For such appointment to be valid, it must be made by means of an appointment form signed by the Voting Member or his/her attorney-in-fact , mailed, transmitted, or delivered to the secretary of the Association, and received by the secretary of the Association not less than twenty-four hours prior to the meeting at which the proxy’s vote will be cast. An appointment of proxy shall be valid only for the specific meeting for which it is filed with the secretary and for the specific purpose(s) as stated in the appointment form.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.1 General Powers. The business and affairs of the Association shall be managed by its Board of Directors.

Section 4.2 Election, Number, Tenure and Qualifications. The directors of the Association to be elected by the members shall be elected annually by the Association’s Voting Members at the annual meeting of the members. If the election of directors does not take place at such meeting, such election shall be held at a special meeting of the members called for such purpose as soon thereafter as possible.

The number of directors of the Association shall be at least five (5) but not more than fifteen (15). Each director shall hold office for two (2) years. In order to provide for staggered terms, directors shall be divided into two groups, with half the members of the board serving terms that end in odd numbered years and half the members of the board serving terms that end in even numbered years. If these Bylaws become effective in an odd numbered year, half of the members of the board then serving shall be assigned, by means of a lottery or other method as determined by the Board, to the group of directors whose terms end in even numbered years, and this group shall serve an initial term of one year only. If these Bylaws become effective in an even numbered year, half of the members of the board then serving shall be assigned, by means of a lottery or other method as determined by the Board, to the group of directors whose terms end in odd numbered years, and this group shall serve an initial term of one year only.  Each director shall hold office until his or her successor shall have been elected. At least one director shall be a resident of the County of Hawaii in the State of Hawaii. Only Voting Members may be elected directors.

Section 4.3 Annual Meeting of the Board of Directors. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of the members, or at such other time as shall be fixed by the Board of Directors, for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Section 4.4 Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at least quarterly. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 4.5 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors.

Section 4.6 Notice of Meetings of the Board of Directors. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be preceded by at least two days’ notice to each director of the date, time, and place, but not the purpose, of the meeting. Notice of any special meeting shall be given by written notice delivered personally or mailed to each director at his/her residence or business address or e-mailed to his/her e-mail address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid. Any director may waive notice of any meeting. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director, at the beginning of the meeting or prior to the vote on a matter not noticed as may be required by Hawaii law, the Association’s articles, or these Bylaws, objects to lack of notice and does not thereafter vote or assent to the objected to action. As provided in Article X of these Bylaws, special provisions for notice apply to meetings of the Board of Directors called for the purpose of altering, amending, or repealing these Bylaws.

Section 4.7 Quorum. A majority of the number of directors constituting the Board of Directors at any given time shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if fewer than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. As provided in Article X of these Bylaws, two-thirds (2/3) of the members of the Board of Directors then serving are required for a quorum at meetings of the Board of Directors called for the purpose of altering, amending, or repealing these Bylaws.

Section 4.8 Participation in Meetings by Telecommunication. Any or all directors may participate in a regular or special meeting of the Board by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.9 Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 4.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the members.

Section 4.11 Removal of Directors. Directors may be removed by the Voting Members without cause, but only at a meeting called for such purpose and only if the notice of such meeting states that the purpose, or one of the purposes, of such meeting is the removal of the director. Removal of a director by the Voting Members requires the affirmative vote of a majority of Voting Members present, in person or by proxy, at any properly noticed meeting at which a quorum is present. An entire Board of Directors may be removed in this manner. Although directors may be elected by the Board of Directors to fill a vacancy under Section 4.10 of these Bylaws, such directors may only be removed by the Voting Members, not by the Board of Directors.

ARTICLE V
OFFICERS

Section 5.1 Number. The officers of the Association shall be elected from the Board of Directors and shall be a president, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 5.2 Election and Term of Office. The officers of the Association to be elected by the Board of Directors shall be elected by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers does not take place at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office for a term of two years or until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.

Section 5.3 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.5 President. The president shall be the chief executive officer of the Association to put into effect the decisions of the Board of Directors. Subject to such decisions, the president shall supervise and control the business and affairs of the Association. The president shall preside at meetings of the members and directors. The president shall attend the regular meetings of the HPA Board of Governors.

Section 5.6 Vice-President, Secretary, and Treasurer. Subject to any specific assignments of duties made by the Board of Directors, the vice-president, secretary and treasurer shall act under the direction of the president. The vice-president shall perform the duties of the president when the president is absent or unable to act. The secretary shall prepare and keep minutes of the meetings of the members and directors and shall have general charge of the records of the Association. The treasurer shall have custody of the funds of the Association, keep its financial records, and serve as Chair of the Finance Committee.

ARTICLE VI
COMMITTEES

Section 6.1 Committee Structure; Appointment of Chairs. There shall be two standing committees of the Board as follows: a Governance Committee and a Finance Committee. The duties and functions of the standing committees shall be as set forth below. In addition, there may be one or more ad hoc committees formed from time to time at the discretion of the Board. The president shall appoint from the Board a chair for each of the standing committees provided for in these Bylaws and for any ad hoc committee the Board determines should be formed. Each committee chair shall select the members of the committee who may be members of the Board or members of the Association. The President shall be an ex officio member of every committee.

Section 6.2 Governance Committee. The Governance Committee shall be responsible for ensuring, maintaining, and documenting legal and fiscal compliance with these Bylaws and with Association policies and procedures adopted by the Board of Directors. In addition, the Governance Committee shall be responsible for developing an appropriately diverse list of voting members of the Association willing to serve as directors of the Association and at each annual meeting of the members shall present such list to the members as nominees for election to the Board of Directors for the ensuing two-year term. Upon request of the president, the Governance Committee shall also propose names of voting members to fill a vacancy on the Board of Directors.

Section 6.3 Finance; Duties. A Finance Committee composed of the Treasurer and not less than three other directors shall be appointed by the President promptly after each annual meeting of the Board of Directors. The Finance Committee shall be responsible for preparing a proposed budget for the fiscal year commencing July 1 and shall submit it for approval of the full Board at the first meeting of the Board following the annual meeting of the Board. The Finance Committee may, from time to time, submit proposed amendments to the annual budget for the current fiscal year. Such proposed amendments shall be subject to review and approval of the full Board.

ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND DISBURSEMENTS

Section 7.1 Contracts. The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 7.2 Checks, Drafts, etc. All checks, drafts or other order for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 7.3 Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

Section 7.4 Disbursements. All disbursement of funds shall be made in accordance with the budget approved by the Board of Directors.

ARTICLE VIII
RULES OF ORDER

Section 8.1.The rules contained in Roberts’ Rules of Order, Revised, shall govern the proceedings of the Association in all instances in which they are applicable and when the use of such rules is not inconsistent with Hawaii law, the Articles of the Association, and these Bylaws.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 9.1 No Liability to Association. No director, officer, employee or other agent of the Association and no person serving at the request of the Association as a trustee, director, officer, employee or other agent of another Association, partnership, joint venture, trust or other enterprise, and no heir or personal representative of any such person, shall be liable to the Association for any loss or damage suffered by it on account of an action or omission by such person as a trustee, director, 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 Association, unless, with respect to an action or suit by or in the right of the Association 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 this Association.

Section 9.2 Indemnity. The Association shall indemnify all former or current directors to the full extent permitted by Chapter 414D, Section 160, Hawaii Revised Statutes, including, without implied limitation, as follows:

(1)    The Association shall indemnify each person who was or is a party or is threatened to be 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 Association), by reason of the fact that such person is or was a director, officer, employee or agent of the Association or is or was serving in such capacity at the request of the Association in any other Association, 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 Association, 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 Association and, with respect to any criminal action or proceedings, had reasonable cause to believe that his or her conduct was unlawful.

(2)    The Association shall 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 Association by reason of the fact that such person is or was a director, officer, employee or agent of the Association or is or was serving in such capacity at the request of the Association in any other Association, 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 Association; 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 Association 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 expenses and attorneys’ fees which such court deems proper.

(3)    To the extent that a person seeking indemnification under Section 9.2(1) or 9.2(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 Association shall indemnify such person against expenses and attorneys’ fees actually and reasonably incurred in connection therewith.

(4)    The Association 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 9.2(1) or 9.2(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 Association, or (3) by the court in which such action, suit or proceeding was pending upon application made by the Association or 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 Association.

(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 9.2(1) or 9.2(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 9.2.

(6)    The indemnification provided by this Section 9.2 shall not be deemed exclusive of any other rights to which those seeking indemnification are entitled under any bylaw, 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 Association may purchase and maintain insurance on behalf of any person described in Section 9.2(1) or 9.2(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 Association would have the power to indemnify the person against such liability under this Section 9.2.

(8)    This Section 9.2 shall be effective with respect to any person who is a director, officer, employee or agent of the Association or is serving in such capacity at the request of the Association in any other Association, partnership, joint venture, trust or other enterprise, at any time on or after the effective date of these Bylaws 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 X
AMENDMENTS

These Bylaws may be altered, amended, or repealed by vote of two-thirds (2/3) of the members of the Board of Directors then serving at any meeting of the Board of Directors provided that ten (10) days advance written notice of such meeting, containing the date, time, and place of the meeting and complete copies of these Bylaws and any proposed amendments thereto, shall have been delivered personally or mailed to each director at his/her residence or business address or e-mailed to his/her e-mail address. If mailed, such notice shall be deemed delivered when deposited in the United States mail with postage thereon prepaid.

HPA Ohana Association Bylaws as approved at the April 14, 2003 meeting of the Board of Directors.

Cheryl Kubo, Secretary

Bob Bonar, President