BYLAWS
OF
MAKERS MARKET HUI
ARTICLE 1. OFFICES
The
principal office of Makers Market Hui (the ÒCorporation) shall be located at
its principal place of business or such other place as the Board of Directors
(ÒBoardÓ) may designate. The Corporation may have such other offices, either
within or without the State of Hawaii, as the Board may designate or as the
business of the Corporation may require from time to time.
ARTICLE 2.
PURPOSE
The Corporation is organized exclusively for charitable, religious,
educational, and scientific purposes as specified in Section 501(c)(3) of the
Internal Revenue Code, including for such purposes, the making of distributions
to organizations that qualify as exempt organizations under Section 501(c)(3)
of the Internal Revenue Code, or the corresponding section of any future federal
tax code.
The specific purposes of the Corporation are to create and operate
a membership organization for supporting and advancing benefits for east
Hawai'i artists, crafters, growers and doers. To host public market places
and events, enhancing cultural and community connections through membership
participation and self-resilient action.
The Corporation shall not be conducted or operated for profit and no
part of the net earnings of the Corporation shall result in the benefit of any
individual, nor shall any of the profits or assets of the Corporation be
used other than for the purposes of the Corporation.
ARTICLE
3. MEMBERSHIP
3.1 Classes of
Members
The
corporation shall initially have two classes of members. Additional classes of
members, and the qualifications and rights of each class of members may be
established by amendment to these Bylaws.
3.2 Qualifications
for Membership
In
order to qualify for a membership in good standing, a member shall apply and
pay yearly membership dues. Members may be actively involved in Makers Market Hui
organization and events as a vending member or a supporting member joining to
advance the mission of Markers Market Hui.
Members may have such other qualifications as the Board may prescribe by
amendment to these Bylaws.
3.3 Denials or
Expulsion from Membership
Membership approval may be denied for any reason deemed sufficient by
Board Directors even though the applicant may meet the stated criteria for
Membership.
Any Member may be expelled from Membership, except an Initial
Incorporator who may not be expelled, with the assignment of any cause, upon a
majority vote of all Board Directors present at a duly convened meeting of the Directors,
provided that written notice of the intention to expel and reasons therefor
have been provided in the notice of the meeting. No Member shall be expelled
without having the opportunity to be heard at such meeting, but no formal
hearing procedure need be followed beyond considerations of the Golden Rule.
3.4
Membership Dues
Yearly membership dues of $30.00 are required and payable to Makers
Market Hui for membership in good standing. All dues are prorated from month of
application to years end.
Yearly membership renewal applications will be due by one day following
the yearly membership meeting.
3.5 Voting Rights
3.5.1
Each
member entitled to vote with respect to the subject matter of an issue
submitted to the members shall be entitled to one vote upon each such issue.
3.5.2
Each
member entitled to vote at an election of Directors may cast one vote for as
many persons as there are Directors to be elected and for whose election such
member has a right to vote.
3.6 Annual Membership
Meeting
The
annual meeting of the Membership shall be held in the month of December of each
year at a date and time established by the Board before the end of the month of
September, for the purposes of electing directors and officers and transacting
such business as may properly come before the meeting. If the annual meeting is
not held on the date designated therefor, the Board shall cause the meeting to
be held as soon thereafter as may be determined.
The Meeting may be held in person or electronically as directed by the
Makers Market Hui Board. Notification of online voting procedures will be
provided to membership in good standing.
3.7 Special Meetings
The
Makers Market Hui Board may call special meetings (in person or electronically)
of the members for any purpose.
3.8 Place of Meetings
All
meetings of members shall be held at the principal office of the corporation or
at such location selected or electronically within the State of Hawaii as designated
by the Makers Market Hui Board.
3.9 Notice of
Meetings
The
Secretary or the Makers Market Hui Board shall cause to be delivered to each
member in good standing entitled to notice of or to vote at the meeting, either
personally, or by electronic transmission, not less than ten nor more than
fifty days before the meeting, written notice stating the purpose or purposes, the
place, date and time of the meeting.
Notice provided in
an electronic transmission is effective when it: (a) is electronically
transmitted to an address, location, or system designated by the recipient for
that purpose, and is made pursuant to the consent provided by the recipient; or
(b) has been posted on an electronic network and a separate record of the
posting has been delivered to the recipient together with comprehensible
instructions regarding how to obtain access to the posting on the electronic
network.
3.10 Waiver of Notice
Attendance of any
member at any meeting shall constitute waiver of notice of that meeting, unless
the member attends for the express purpose of objecting to the holding of the
meeting because of non-compliance with Section 3.9.
3.11 Manner of Acting
The
vote of a majority of the votes entitled to be cast by the members represented
in person or by electronic ballets received by the end of a meetings vote count
shall be necessary for the adoption of any matter voted upon by the members.
3.12 Proxies
No Makers Market Hui voting will include proxy
voting. Makers Market Hui Board
will make electronic voting available as well as paper ballots to membership in
good standing.
3.13 Privacy
The membership list cannot, without the consent of the board, be used to
solicit money, for commercial purposes, sold, or published to the general
public.
ARTICLE 4. BOARD OF DIRECTORS
4.1 General
Powers
A
Makers Market Hui Board of Directors shall manage the affairs of the
Corporation.
The Board of Directors shall employ an executive director of the
corporation who shall serve at the pleasure of the board of directors. The
board of directors may also appoint other officers and employees as may be
necessary in administering the affairs of the corporations mission. The board
of directors shall set the employees' duties, responsibilities, salaries,
holidays, vacations, leaves, hours of work, and working conditions. The board
of directors may grant other benefits to its employees as it deems
necessary.
The Board of Directors shall develop and document annual goals and
performance measures for the executive director and other organization
employees that allow the board to annually evaluate the work to ensure
compliance of the organization's mission, programs and purposes.
4.2 Number
The
Board shall consist of not less than three nor more than seven Directors, the
specific number to be set by resolution of the Board. The number of Directors
may be changed from time to time by amendment to these Bylaws, provided that no
decrease in the number shall have the effect of shortening the term of any
incumbent Director.
4.3 Qualifications
Directors
shall be members in good standing of the corporation. Directors may have such
other qualifications as the Board may prescribe by amendment to these Bylaws.
No individual shall be employed, serve as a member of the Board of
Directors or be hired as a consultant, vendor, employee or contractor which
will (i) result in the existence of a subordinate-superior relationship between
such individual and any family member of such individual through a direct line
of authority or (ii) result in multiple family members serving as employees or members
of the Board of Directors. (See Nepotism Policy published in Makers
Market Policy & Procedure Manual)
4.4 Election
of Directors
4.4.1
Initial Directors
The
initial Directors named in the Articles of Incorporation shall serve until the second
annual meeting of the Board.
4.4.2
Successor Directors
Successor
Directors shall be elected for a two year term at the annual meeting of the
Membership.
4.5 Term
of Office
Unless
a Director dies, resigns, or is removed, he or she shall hold office for a term
of two years or until his or her successor is elected, whichever is later.
Terms of Directors shall be staggered to the extent possible.
Directors may serve [two] consecutive terms and may be eligible for
re-election after a twelve (12) month absence from the Board.
Vacancies of Makers Market Board Directors may be filled by a decision
of the Board. Replacement Directors will serve the remaining term of the
vacancy.
4.6 Annual
Meeting
The
annual meeting of the Makers Market Hui Board shall be held without notice
immediately following and at the same place as the annual meeting of members
for the purposes of electing officers and transacting such business as may
properly come before the meeting.
4.7 Regular
Meetings
By
resolution, the Board may specify the date, time and place for the holding of
regular meetings without other notice than such resolution.
4.8 Special
Meetings
Special
meetings of the Board or any committee designated and appointed by the Board
may be called by or at the written request of the Chairperson or any two
Directors, or, in the case of a committee meeting, by the Chair of the
committee. The person or persons authorized to call special meetings may fix
any place either within the State of Hawaii as the place for holding any
special Board or committee meeting called by them.
4.9 Remote
Meetings
Members
of the Board or any committee designated by the Board may participate in a
meeting of such Board or committee by or through the use of, one or more means
of remote communication through which all of the directors may simultaneously
participate with each other during the meeting. Participation by such means
shall constitute presence in person at a meeting.
4.10 Place of
Meetings
All
meetings shall be held at the principal office of the Corporation,
electronically online or at such other place within the State of Hawaii
designated by the Board, or by any persons entitled to call a meeting.
4.11 Notice of
Special Meetings
Notice of special Board or committee meetings
shall be given to a Director in writing or by personal communication with the
Director not less than five days before the meeting. Notices in writing may be
delivered or emailed to the Director at his or her address shown on the records
of the Corporation. Neither the business to be transacted at, nor the purpose
of any special meeting need be specified in the notice of such meeting. Notice provided in an electronic
transmission is effective when it is electronically transmitted to an address,
location or system designated by the recipient for that purpose.
4.12 Quorum
A
majority of the number of Directors in office shall constitute a quorum for the
transaction of business at any Board meeting. If a quorum is not present at a
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice. Voting is specified in section 4.13 of these
Bylaws.
4.13
Manner of Acting
The
act of the Directors present at a meeting at which there is a quorum shall be
the act of the Board. To build and maintain unity in decision making as
described in the corporation Policy and Procedure Manual, before a vote
by majority on any raised motion becomes the act of the Board a poll shall be
taken to gage the possibility of a unanimous agreement. If there is not
unanimity, then the author of the raised motion after discussion may revise and
restate the motion. A second poll will be taken to see if a consensus can be
reached with no opposition to the motion. In the case of no consensus, then a
vote shall be taken and the majority of votes shall be the act of the Board of
Directors.
4.14
Presumption of Assent
A
director of a corporation who is present at a meeting of its board, or any
committee thereof of which they are a member, at which action on any corporate
matter is taken shall be presumed to have concurred in the action taken unless
their dissent shall be entered in the minutes of the meeting or unless they
shall file his/her written dissent to such action with the person acting as the
secretary of the meeting before or promptly after the adjournment thereof. Such
right to dissent shall not apply to a director who voted in favor of or
consented to such action. A director who is absent from a meeting of the board,
or any committee thereof of which they are a member, at which any such action
is taken shall be presumed to have concurred in the action unless they shall
file his/her dissent with the secretary of the corporation within a reasonable
time after learning of such action.
4.15
Conflict of Interest
To protect this tax-exempt organizationÕs interest when it is
contemplating entering into a transaction or arrangement that might benefit the
private interest of an individual interested party, the Executive Board will
refer to the Boards approved Conflict of Interest Policy published in
the Makers Market Policy & Procedure Manual in determining whether a
conflict of interest exists.
4.16 Action by Board Without a
Meeting
Any
action which could be taken at a meeting of the Board may be taken without a
meeting if a written consent setting forth the action so taken is executed by
each of the Directors entitled to vote. Any such written consent shall be
inserted in the record of minutes as if it were the minutes of a Board meeting.
For purposes of these Bylaws, ÒexecutedÓ
means: (a) writing that is signed; or (b) an email transmission that
is sent with sufficient information to determine the senderÕs identity. Any
such written consent shall be inserted in the minute book as if it were the
minutes of a Board meeting.
4.17 Resignation
Any
Director may resign at any time by delivering written notice to the Secretary or
Makers Market Hui Board Directors at the registered office of the Corporation,
or by giving oral or written notice at any meeting of the Directors. Any such
resignation shall take effect at the time specified therein, or if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
4.18
Removal
At
a duly convened meeting of the Board, one or more Directors may be removed from
office, with the assignment of cause (including absentances) except an Initial
Incorporator who may not be removed, by Directors in office, as the case may
be, provided that written notice of the intention to consider removal of such
Director has been included in the notice of the meeting. No Director shall be
removed without having the opportunity to be heard at such meeting, but no
formal hearing procedure need be followed beyond considerations of the Golden
Rule.
4.19
Vacancies
A
vacancy in the position of Director may be filled by the affirmative vote of a
majority of the remaining Directors though less than a quorum of the Board. A
Director who fills a vacancy shall serve for the unexpired term of his or her
predecessor in office.
4.20
Board and Advisory Committees
4.20.1
Board Committees
The
Board, by resolution adopted by a majority of the Directors then in office, may
designate and appoint one or more standing or temporary committees, each of
which shall consist of one or more Directors along with members of the
corporation. Such Board committees shall have not have the authority of the
Directors in the management of the Corporation. Board committees shall do
research and report recommendations at regular Board meetings for the Boards considerations.
4.20.2 Advisory
Committees
The Board may from time to time designate and
appoint one or more advisory committees, without compromising the BoardÕs
authority and in keeping with the policies established by the Board. Each committee
may consist of at least one Director and one or more corporation members to research
and give advice and counsel to the Board. The Board shall establish the charge
and tasks for the committee and appoint its chair and members.
4.20.3
Quorum; Manner of
Acting
A
majority of the number of members of any committee shall constitute a quorum,
and the act of a majority of the members of a committee present at a meeting at
which a quorum is present shall be the act of the committee.
4.20.4
Resignation
Any
member of any committee may resign at any time by delivering written notice
thereof to the Chair, the Secretary of such committee, or by giving oral or
written notice at any meeting of such committee. Any such resignation shall
take effect at the time specified therein, or if the time is not specified,
upon delivery thereof and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
4.20.5
Appointment or Removal
of Committee Member
The
Board, by resolution adopted by the Directors in office, may appoint or remove
from office any member of any committee elected or appointed by it.
4.21
Compensation
The
Directors shall receive no compensation for their service as Directors but may
receive reimbursement for expenditures incurred on behalf of the Corporation.
4.12
Evaluation
The Directors shall at least every other
year evaluate their own performance and the composition of the Board in terms
of the skills, experience, diversity, and contributions of its members to
identify ways it may improve its effectiveness by selection of new Directors
and otherwise.
ARTICLE
5. OFFICERS
5.1
Number and Qualifications
The
officers of the Corporation shall be a Chairperson, a Co-Chairperson, a
Secretary and a Treasurer, each of whom shall be elected by the Board. Other
officers and assistant officers may be elected or appointed by the Board, such
officers and assistant officers to hold office for such period, have such
authority and perform such duties as are provided in these Bylaws or as may be
provided by resolution of the Board. Any officer may be assigned by the Board
any additional title that the Board deems appropriate. Any two or more offices
may be held by the same person, except the offices of Chairperson and
Secretary.
5.2 Election
and Term of Office
The
officers of the Corporation shall be elected each year by the Board at the
annual meeting of the Board. Unless an officer dies, resigns, or is removed
from office, he or she shall hold office until the next annual meeting of the
Board or until his or her successor is elected.
5.3 Resignation
Any
officer may resign at any time by delivering written notice to the Board Secretary
or the Board, or by giving oral or written notice at any meeting of the Board.
Any such resignation shall take effect at the time specified therein, or if the
time is not specified, upon delivery thereof and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
5.4 Removal
Any
officer or agent elected or appointed by the Board may be removed from office
by the Board whenever in its judgment the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
5.5 Vacancies
A
vacancy in any office created by the death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term or for a new term established
by the Board.
5.6 Chairperson
The
Chair shall, subject to the BoardÕs control and subject to any additional
provisions of the corporations Policies and Procedures Manual, supervise and manage
all of the assets, business and affairs of the Corporation. The Chairperson
shall preside over meetings of the Board and facilitate the decision making
process of the Board. The Chairperson may sign deeds, mortgages, bonds,
contracts, or other instruments, except when the signing and execution thereof
have been expressly delegated by the Board or by these Bylaws to some other
officer or agent of the Corporation or are required by law to be otherwise
signed or executed by some other officer or in some other manner. In general,
the Chairperson shall perform all duties incident to the office of Chairperson
and such other duties as are assigned to the Chair by the Board from time to
time.
5.7 Co-Chairperson
In
the event of the death of the Chairperson or his or her inability to act, the Co-Chair
(or if there is more than one Co-Chair, the Co-Chair who was designated by the
Board as the successor to the Chairperson, or if no Co-Chair is so designated,
the Co-Chairperson whose name first appears in the Board resolution electing
officers) shall perform the duties of the Chairperson, except as may be limited
by resolution of the Board, with all the powers of and subject to all the
restrictions upon the Chairperson. Co-Chairpersons shall have, to the extent
authorized by the Chairperson or the Board, the same powers as the Chairperson
to sign deeds, mortgages, bonds, contracts or other instruments. Co-Chairperson
shall perform such other duties as from time to time may be assigned to them by
the Board.
5.8 Secretary
The
Secretary shall: (a) keep or cause to be kept the minutes of meetings of
the Board, and minutes which may be maintained by committees of the Board;
(b) see that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; (c) be custodian or ensure the safe
custody of the corporate records of the Corporation; (d) and be subject to
the additional provisions of the corporations Policies and Procedures Manual
for their office.
5.9 Treasurer
The
Treasurer shall have charge and custody of and be responsible for oversight of
all funds and securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and ensure
the deposit all such moneys in the name of the Corporation in banks, trust
companies or other depositories selected in accordance with the provisions of
these Bylaws and subject to any additional provisions of the corporations
Policies and Procedures Manual; provide financial reports to the Board at its
meetings and on request and in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the Board.
ARTICLE 6. ADMINISTRATIVE
PROVISIONS
No loans
shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.
No loans
shall be made and no credit shall be extended by the Corporation to its Officers
or Directors.
All
checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents subject to additional provisions of the
corporations Policies and Procedures Manual, and in
such manner as is from time to time determined by resolution of the Board.
6.4 Books and Records
The
corporation shall keep at its principal or registered office copies of its
current Articles of Incorporation and Bylaws; correct and adequate records of
accounts and finances; minutes of the proceedings of its members and Board, and
any minutes which may be maintained by committees of the Board; records of the
name and address and class, if applicable of each member and Director, and of
the name and post office address of each officer; and such other records as may
be necessary or advisable.
6.5 Accounting
Year
The
accounting year of the Corporation shall be the twelve months ending last day
of December.
6.6 Rules
of Procedure
The
rules of procedure at meetings of the Board and committees of the Board shall
be rules contained in RobertsÕ Rules of Order on Parliamentary Procedure, newly
revised, so far as applicable and when not inconsistent with these Bylaws, the
Articles of Incorporation or any resolution of the Board consistent with State
of Hawaii laws.
ARTICLE
7. EXEMPTION REQUIREMENTS
At
all times the following shall operate as conditions restricting the operations
and activities of the Corporation:
(1) No part of the net earnings of the Corporation shall inure to
the benefit of, or be distributable to its members, trustees, officers, or
other private persons, except that the Corporation shall be authorized and
empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purposes set forth in Article
Third hereof.
(2) No substantial part of
the activities of the Corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the Corporation shall not
participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of or in opposition to any
candidate for public office.
(3) Notwithstanding any other
provision of these articles, 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, or the
corresponding section of any future federal tax code, or (b) by a corporation,
contributions to which are deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE 8. INDEMNIFICATION
The corporation shall, to the extent legally permissible, indemnify each
person who may serve or who has served at any time as an officer, director, or
employee of the corporation against all expenses and liabilities, including,
without limitation, counsel fees, judgments, fines, excise taxes, penalties and
settlement payments, reasonably incurred by or imposed upon such person in
connection with any threatened, pending or completed action, suit or proceeding
in which he or she may become involved by reason of his or her service in such
capacity; provided that no indemnification shall be provided for any such
person with respect to any matter as to which he or she shall have been finally
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that such action was in the best interests of the corporation; and
further provided that any compromise or settlement payment shall be approved by
a majority vote of a quorum of directors who are not at that time parties to
the proceeding.
The indemnification
provided hereunder shall inure to the benefit of the heirs, executors and
administrators of persons entitled to indemnification hereunder. The right of
indemnification under this Article shall be in addition to and not exclusive of
all other rights to which any person may be entitled.
ARTICLE 9. DURATION
/ DISSOLUTION
The duration of the
corporate existence shall be perpetual. In the event of liquidation,
dissolution, or winding up of the Corporation, whether voluntary, involuntary,
or by the operation of law, the property or other assets of the Corporation
remaining after the payment, satisfaction, and discharge of liabilities or
obligations, shall be distributed for one or more exempt purposes within the
meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for a public purpose. Any such
assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
ARTICLE 10. AMENDMENTS
10.1 Articles of
Incorporation
The Articles of
Incorporation of the Corporation may be amended only by a majority of all Directors
in office at a duly convened meeting of Directors after not less than 10 days
notice of such purpose has been given, including a copy of the proposed
amendment or a summary of the changes to be effected thereby, provided that no
such amendment shall be effective without the written approval of the Initial
Incorporator(s) so long as the Initial Incorporator(s) is a Member of the
Corporation.
10.2 Bylaws
The Bylaws may be amended by a majority of all Directors in office at
any duly convened meeting of Directors or, to the extent not prohibited by law,
after notice of such purpose has been given, including a copy of the proposed
amendment or a summary of the changes to be effected thereby, provided that no
such amendment shall be effective without the written approval of the Initial
Incorporator(s) so long as the Initial Incorporator(s) is a Member of the
Corporation.
The foregoing Bylaws were adopted by a majority of the Incorporating
Directors then in office at a meeting of the Board of Directors held on February
24, 2025 at which a quorum was present.
___R. Garimo Pape___________________
Chairperson
___________________________________
Co-Chairperson
___Melanie Folino____________________
Secretary
___________________________________
Treasurer
___Mary
Ewing______________________
Director
___Christy Peace_____________________
Director
___Angela Dela Sala__________________
Director