A. Composition and Term
1. The Board shall consist of 21 members elected from dues-paying
homeowners and tenants.
2. Members of the Board shall be elected each year. Members may be
re-elected to serve for additional 3-year terms.
3. The outgoing President and Neighborhood Board No. 2 (Kuliou'ou/Kalani
Iki) representatives shall be ex-officio members of the Board. The
President may appoint ex-officio members at any time during the year.
Terms of ex-officio members shall run through the end of the calendar
year and may be renewed.
B. Duties and Powers of the Board of Directors
In addition to the duties and powers vested or implied by any provision
of these Bylaws, the Board shall:
1. Support the purpose of WIRCA as set out in Article I, and define
its general ploicies.
2. Collect funds and authorize expenditures.
3. Appoint and remove Officers, agents and employees of WIRCA and
compensate them for their services as the Board deems appropriate.
4. Satisfy legitimate claims against WIRCA.
5. Report to WIRCA membership any significant actions it takes.
C. Duties and Powers of the Officers
The Officers shall consist of a President, a Vice-President, a Secretary
and a Treasurer. The Board shall elect the Officers for 1-year terms
and they may serve additional 1-year terms.
1. The President shall:
a. Preside at all meetings of the Board and of WIRCA.
b. With the approval of the Board, appoint or authorize committees
and committee chairs, with the exception of the Nominating Committee,
to carry out WIRCA activities or conduct its business.
c. Speak, or designate a representative to speak, for WIRCA before
appropriate public forums such as those involving government agencies
and citizens' organizations.
d. Be responsible for the content of all WIRCA correspondence and
reports and sign all orders, certificates and papers requiring the
President's signature.
e. At the request of 25 members, or by vote of the Board, call special
meetings of the membership.
f. As he/she deems appropriate, sit as an ex-officio member of all
committees except the Nominating Committee.
2. The Vice-President, in the absence of the President, shall perform
all the duties required of the President.
3. The Secretary shall keep an accurate record of WIRCA Board meeting.
The Secretary shall also keep a file of all WIRCA papers and records
and shall submit these to the President upon request. The Secretary
shall read WIRCA minutes when called upon.
4. The Treasurer shall receive and have custody of all funds paid
to WIRCA and shall keep an accurate accounting of them. The Treasurer
or the President shall sign all checks drawn against the WIRCA bank
account. The Treasurer shall report all collections, expenditures
and the balance on hand at Board meetings and the Annual Meeting.
He/she shall submit his books, papers and records to the Board for
inspection. The membership may require the Board to secure an independent
audit of the books.
D. Election of Board Members and Officers
1. Nominating Committee
a. At its first meeting of the year, the Board shall appoint a five-member
Nominating Committee, up to two of whom served on the Committee the
previous year. The committee shall select its chair.
b. The Nominating Committee shall be responsible for preparing two
separate slates of nominees: (1) for the seven vacancies occurring
annually on the Board and (2) for the Officers.
c. In the first quarter of the calendar year, the Nominating Committee
shall prepare and arrange for the distribution of a written announcement
(typically made in the WIRCA Newsletter) to be sent to homeowners
and tenants indicating that candidates are being sought for Board
membership for the upcoming calendar year. The announcement shall
ask members to offer to serve on the Board and to provide the names
of prospective candidates. Prospective candidates must have agreed
to have their names put forward.
2. Election of Board Members
a. At the September Board meeting, the Nominating Committee shall
present a slate of nominees to fill the seven Board positions falling
vacant at the end of the year, and the Board shall vote of the slate.
Once the board approves a slate, the Nominating Committee shall arrange
for the slate to appear in the announcement of the Annual Meeting.
b. At the Annual Meeting the President shall invite a motion to accept
a single slate of candidates. If a motion is made, a hand vote shall
be taken, a majority of the votes polled shall constitute election
of the slate of nominees.
c. If deemed necessary by the President, a written vote shall be taken
and the President shall appoint two (2) or more WIRCA members who
are not candidates to tally the votes.
3. Election of Officers
a. At the September Board meeting, the Nominating Committee shall
present to the Board a proposed slate of nominees for Officers for
the upcoming year, and the Board shall convene to elect the Officers.
b. As soon as possible after the vote for Directors is taken at the
Annual Meeting, the Board shall convene to elect the Officers.
E. Vacancies and Removals
1. Subject to the approval of the Board, the President may appoint
members of the Board and temporary officers to fill vacancies and
unexpired terms.
2. Any Director or Officer may be removed from office for just cause.
A two-thirds (2/3) vote of the full Board or a petition signed by
one-third (1/3) of the WIRCA membership shall constitute removal.
Article IV
Meetings
A. Rules of Order
The rules contained in Robert's Rules of Order shall govern all WIRCA
meetings
B. Annual Meeting
1. The Annual Meeting of the WIRCA membership shall be held during
the fourth quarter of each year at such place and hour as the Board
shall determine.
2. Twenty-five (25) voting members shall constitute a quorum at the
Annual Meeting, provided that at least eleven (11) Beard members are
present and that the meeting has been well-publicized.
C. Meetings of the Board
1. The Board shall meet a minimum of six times a year, including the
Annual Meeting.
2. Regular meetings of the Board shall be held the third Tuesday of
every odd-numbered month. Changes may be made in the date and/or tie
of meetings at the discretion of the President and Board upon adequate
notice.
3. Board members are expected to attend meetings and will be encouraged
by the President to resign after three absences during one year.
Article V
Bylaws Approval and Amendment
Any meeting of the WIRCA general membership may amend
these Bylaws upon a vote of two-thirds (2/3) of the members present,
including those voting by written proxy filed with the Secretary.
