Waialae Iki Ridge Community Association Bylaws

Originally adopted by the Board as an interim document in February 1976, and ratified at a subsequent meeting of the general membership. Amended at the annual meeting of the membership on November  9, 2000. Subsequently amended at the annual meeting of the membership on November 9, 2016. Further, amended at the annual meeting of the membership on November 9, 2022

Purpose

The purpose of the Waialae Iki Ridge Community Association (“WIRCA”) is to promote the well-being and protect the interests of the residents of Waialae Iki Ridge.

The goals of WIRCA are to:

• Inform dues-paying member households of matters affecting the  Waialae Iki Ridge community.
• Provide a forum for member households to express their views on matters of  common interest.
• Initiate and encourage activities to foster harmony within the Waialae Iki Ridge  community.
• Assist in a program of security for homeowners and tenants.
• Encourage observance of “The Declaration of Protective Provisions and Building  Requirements for Waialae-Iki View Lots” (i.e., the covenants that accompany  homeowners’ deeds) and the “Revised Ordinances of Honolulu” of the City and County  of Honolulu.

Participation, Membership, Voting and Dues

A. Participation

All Homeowners and residents in Waialae Iki View Lots Units II, III and IV are encouraged to  participate in WIRCA activities, join WIRCA, and support its objectives and policies.

B. Membership

Members of WIRCA are defined as the homeowners and tenants of a property for which the annual WIRCA dues have been paid. Continuing membership in WIRCA is contingent upon  current payment of annual dues.

C. Voting

Because the number of people on each property varies, each lot shall have just one vote at the  Annual Meeting or at any WIRCA meeting that requires a membership vote. If no member from a property is able to attend a meeting where a vote is to be taken, another WIRCA  member may cast that vote by written proxy filed with the Secretary. The proxy must be signed by the designated voting member of that property and must state specifically the subject of the vote(s) and the period of time for its use.

D. Dues

WIRCA dues shall be determined annually by the Board of Directors (“the Board”). All funds  shall be deposited in a federally insured depository under the name “Waialae Iki Ridge  Community Association.”

BOARD OF DIRECTORS

A. Composition and Term

• The Board shall consist of no less than five (5) and no more than eleven (11) members elected from dues-paying homeowners and tenants.
• Board members shall be elected annually.
• Each member of the Board shall attend at least three (3) meetings of the Board per year.
• The outgoing President shall be an ex-officio member of the Board. The President may appoint ex officio members at any time during the year.

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:

• Support the purpose of WIRCA as set out in Article I, and define its general policies.
• Collect funds and authorize expenditures.
• Appoint and remove Officers and service providers of WIRCA and compensate them for their services as the Board deems appropriate
• Satisfy legitimate claims against WIRCA.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 one-year terms.

The President shall:

• Preside at all meetings of the Board and of WIRCA.
• With the approval of the Board, appoint or authorize committees and committee chairs to carry out WIRCA activities or conduct its business.
• Speak, or designate a representative to speak, for WIRCA before appropriate public forums such as those involving government agencies and citizens’ organizations.
• Be responsible for the content of all WIRCA correspondence and reports and sign all orders, certificates, and papers requiring the President’s signature.
• At the request of 25 members, or by a vote of the Board, call special meetings of the membership.
• As he/she/they deems appropriate, sit as an ex-officio member of all committees.
  Be designated as a signer against the WIRCA bank account.

The Vice-President shall:

• In the absence of the President perform all the duties required of the President.

The Secretary shall:

• Keep an accurate record of WIRCA Board meetings.
• Keep a file of all WIRCA papers and records and submit these to the President upon request.
• Read WIRCA minutes when called upon.

The Treasurer shall:

• Receive and have custody of all funds paid to WIRCA and keep an accurate accounting.
• Sign all checks drawn against the WIRCA bank account.
• Report all collections, expenditures, and the balance on hand as requested by the President.
• Submit 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

Election of Board Members

• Prior to the Annual Meeting, the Officers will review a slate of nominees, if applicable, to fill the Board positions falling vacant at the end of the year, and the Board shall vote on the slate. Once the Board approves a slate, the slate will appear in the announcement of the Annual Meeting.
• At the Annual Meeting, the President shall invite a motion to accept the slate of candidates. If a motion is made, a hand vote shall be taken, and a majority of the votes polled shall constitute the election of the slate of nominees.

Election of Officers

• Prior to the Annual Meeting, The Board will discuss and review a proposed slate of nominees for Officers for the upcoming year, if applicable, and the slate will appear in the announcement at the Annual Meeting.
• As soon as possible after the vote for the Board of Directors is taken at the Annual Meeting, the Board shall convene at the first meeting of the new term to elect the Officers, whose term shall begin in January of the following calendar year.

Vacancies and Removals

• Subject to the approval of the Board, the President may appoint members of the Board and temporary officers to fill vacancies and unexpired terms.
• 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.

MEETINGS

A. Rules of Order

• The rules contained in Robert’s Rules of Order shall govern all WIRCA meetings.

B. Annual Meeting

• 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.
• Twenty-five (25) voting members shall constitute a quorum at the Annual Meeting, provided that at least five (5) Board members are present and that the meeting has been well-publicized.

C. Meetings of the Board

• The Board shall meet a minimum of six times a year, including the Annual Meeting.
• Regular meetings of the Board shall be held on the third Sunday of the designated month.
• Changes may be made in the date and/or time of meetings at the discretion of the President and Board upon adequate notice.
• Board members are expected to attend meetings and will be encouraged by the President to resign after three absences during one year.

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.

Liability Insurance for Officers and Directors

WIRCA shall carry Liability Insurance for Officers and Directors.