FRIENDS OF MAUI WAENA INTERMEDIATE SCHOOL MISSION
Friends of Maui Waena Intermediate School is organized exclusively for the support of charitable, scientific, and educational purposes, including but not limited to support of the educational, categorical, and extracurricular programs, and to supplement and grow the resources of the community of learners of Maui
Waena Intermediate School.
GUIDING PRINCIPALS
- SUPPORTING THE COMMUNITY OF LEARNERS
- CONNECTING STUDENTS WITH OPPORTUNITIES
- PROVIDING A WAY FOR THE GREATER COMMUNITY TO SUPPORT MAUI WAENA STUDENTS
BYLAWS OF THE FRIENDS OF MAUI WAENA INTERMEDIATE SCHOOL
ARTICLE I
NAME, PURPOSE, AND OFFICES
Section 1. Name
The name of the organization shall be FRIENDS OF MAUI WAENA INTERMEDIATE SCHOOL, a non-profit corporation incorporated under the laws of the State of Hawai`i, HRS §414D.
Section 2. Purpose
FRIENDS OF MAUI WAENA INTERMEDIATE SCHOOL, (hereinafter referred to as “Friends” or “organization”) is organized exclusively for 1) charitable, scientific, and education purposes, including but not limited to support of the educational, categorical, and extracurricular programs, and 2) to supplement and to grow the resources of the community of learners of Maui Waena Intermediate School.
Section 3. Offices
The registered office shall be in the Town of Kahului, County of Maui, State of Hawai`i (hereinafter, the “State”).
ARTICLE II
MEMBERS AND ASSOCIATED ENTITIES
Section 1. General
The organization shall have no members.
Section 1.1 Supporters
The organization shall encourage community involvement and engagement by establishing mechanisms whereby individuals can become “supporters” of the club. “Supporters” shall not be considered members and shall have no membership rights or responsibilities. There shall be no monetary commitment required to become a supporter of the organization.
Section 2. Associated Entities
The organization shall be associated with the following two entities: 1) Maui Waena Intermediate School and 2) School Community Council of the Maui Waena Intermediate School. The organization may develop relationships with other institutions and entities as determined by the Board of Directors from time to time.
Section 2.1 Relationship with Maui Waena Intermediate School– 1 –
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The purpose of the organization is to supplement and grow the resources of the community of learners of Maui Waena Intermediate School (School). As such, all activities of the organization shall be consistent and supportive of the school’s mission and activities. The organization, at its discretion, may enter into a Memorandum of Understanding (MOU) with the school to formalize this relationship.
Section 2.1.1 Relationship with Maui Waena Intermediate School The organization shall not conduct any activities that are in conflict with policies of the Hawai`i State Department of Education and/or the Maui Waena Intermediate Schools. “Policies” shall include any and all written statutory, regulatory and/or administrative policies.
Section 2.1.2 Notice to the Maui Waena Intermediate School The organization shall not apply for and seek funds for any of its activities without providing written notice to the Maui Waena Intermediate School. The organization shall not enter any written legal agreement related its activities without providing notice to the Principal of Maui Waena Intermediate School.
Notice under this provision shall be at least ten calendar days in advance.
The organization also shall not accept any donations or sponsorships that include legal conditions without providing notice to the Principal of Maui Waena Intermediate School at least ten calendar days in advance.
Section 2.2 Relationship with School Community Council The organization shall not conduct any activities that may be inconsistent with the policies and/or activities of the school community council (council).
Section 2.3 Relationship with Other Entities
The organization may enter into agreements with other entities so long as notice is provided at least ten days beforehand to the School and council and so long as the relationship is consistent with the mission and purpose of the organization. Agreements shall be made in writing and shall require approval from the Board of Directors prior to execution.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General
The property, business and affairs of the organization shall be controlled and managed by a Board of Directors. The number of directors to constitute the first Board of Directors is five (5) and such number may be increased or decreased by future action of the Board of Directors, with the number never being less than three (3) and never more than fifteen (15). The business of the organization shall be managed by its Board of Directors, which
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may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these bylaws directed or required to be exercised or done by the members. All Board Members shall serve two-year terms, staggered so at least two but no more than four members complete terms annually. Board Members shall be eligible for re-election for up to five consecutive terms.
Section 1.1 Ex-officio Members
The Board of Directors shall include the following individuals in ex-officio capacity:
- Principal, Maui Waena Intermediate School
- Representative, Community School Council
- Representative, Parent Teacher Association
Section 2. Vacancies
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
Section 3. Locations
The Board of Directors of the corporation shall make every effort to hold their meetings within the community it serves.
Section 4. Annual Meetings
The Board shall hold its annual meeting in August of each year with fourteen (14) days’ notice as to the time, location, and agenda of the meeting being given to the Board, the Maui Waena Intermediate School, and the School Community Council. The Board shall make a reasonable effort to provide notice to the public about the meeting through websites, social media, newsletters and other similar bulletins.
Section 5. Regular Meetings
The Board of Directors shall meet at least quarterly as called by the President on seven days’ notice to each director, either personally or by mail or by telegram, or by electronic communications consented to by a director entitled to notice, setting forth the time, place and purpose of the meeting.
Section 6. Special Meetings
Special meetings of the Board of Directors may be called by the President on seven days’ notice to each director, either personally or by mail or by telegram, or by electronic communications consented to by a director entitled
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to notice, setting forth the time, place, and purpose of the meeting. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two directors.
Section 7. Quorum
At all meetings of the Board of Directors, one-third (1/3) of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by statute or by the Articles. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 8. Action by Consent
Unless otherwise restricted by the Articles, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Section 9. Meetings by Remote Communication
Unless otherwise restricted by the statutes or the Articles, and subject to guidelines and procedures adopted by the board, members of the board not physically present at a meeting of the board or a committee of the board, may participate in a board meeting or committee meeting using conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting. Use of such equipment shall constitute presence in person at such meeting.
Section 10. Committees, Membership, Powers
The Board of Directors may, by action, designate one or more committees from time to time when necessary to fulfill the mission and purpose of the organization. Each committee must include one or more of the directors of the organization. A board member must serve as Chair of the committee. Chairs are selected by the board. Committees may also include members of the Maui Waena learning community who are not members of the Board of Directors. Committees are advisory only and shall not be authorized to take legal action on behalf of the Board. Committees may make recommendations to the Board related to the purpose(s) for which the Committee was designated. The Board shall take the Committee’s recommendation(s), if any, into consideration when taking action.
Section 11. Committees, Minutes
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Each committee shall appoint a secretary of each meeting and keep regular minutes of its meetings and report the same to the Board of Directors.
Section 12. Compensation of Directors
The Board Members shall receive no compensation other than reasonable expenses. No such payment shall preclude any director from serving the organization in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
ARTICLE IV
OFFICERS
Section 1. Designations.
The officers of the organization shall be chosen by the Board of Directors and shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also choose additional Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless applicable law, the Articles or these bylaws otherwise provide.
Section 2. Term Removal
The Board of Directors at its first meeting shall choose a President, one or more Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The officers of the organization shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority if the Board of Directors. Any vacancy occurring in any office of the organization shall be filled by the Board of Directors.
Section 4. The President
The President shall be the chief executive and administrative officer of the organization, shall have general supervision of the business and finances of the organization, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall preside at all meetings of the members and directors. In general, the President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board of Directors. The Board of Directors may confer like power on any other person or persons, except those that by statute are conferred exclusively on the President.
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Section 5. The Vice Presidents
The Vice Presidents shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors or by the President of the organization. In the absence of the President of the Board of Directors, the Vice Presidents, in order of their seniority, may perform the duties and exercise the powers of the President with the same force and effect as if performed by the President and shall generally assist the President and shall perform the duties and have the powers prescribed by the Board of Directors from time to time.
Section 6. The Secretary
The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and record all the proceedings of the meetings of the organization and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President.
Section 7. The Treasurer.
The Treasurer shall have custody of the organization’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the organization and shall deposit all money and other valuable effects in the name and to the credit of the organization in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the organization as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the organization.
ARTICLE V
GENERAL PROVISIONS
Section 1. Annual Statement.
The Board of Directors shall present at each annual meeting, and at any special meeting of the members when called for by vote of the members, a full and clear statement of the business and condition of the organization.
Section 2. Checks and Deposits.
All checks or demands for money and notes of the organization shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Checks exceeding five
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hundred US dollars ($500 USD) shall require two signatures. All funds of the organization not otherwise employed may be deposited to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.
Section 3. Fiscal Year.
The fiscal year of the organization shall be the calendar year.
Section 4. Seal.
The organization shall have no seal.
Section 5. Indemnification.
Section 5.1 Terms of Indemnification
The organization shall indemnify to the full extent authorized or permitted by the general organization law of the State, as now in effect or as hereafter amended, any person made, or threatened to be made, a party to any threatened, pending, or completed action, suit or proceeding (whether civil, criminal, administrative or investigate, including action by or in the right of the organization) because of the fact that he is or was a director, officer, employee or agent of the organization
or serves or served any other enterprise as such at the request of the organization.
Section 5.2 Continuation of Indemnification Rights
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from Article VIII. The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 6. Insurance
The organization may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the organization, or is or was serving at the request of the organization as a director, officer, employee or agent of another organization, corporation, partnership, joint venture, trust or another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the organization would have the power to indemnify him or her against such liability under the provisions of the general organization law of the State.
Section 7. Dissolution
In the event of dissolution, the organization shall follow the procedures set forth in its Articles of Incorporation.
ARTICLE VI
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AMENDMENTS
Section 1. Amendments
These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the members or by the Board of Directors, when such power is conferred upon the Board of Directors by the Articles, at any regular meeting of the members or of the Board of Directors or at any special meeting of the members or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting.
Friends of Maui Waena 