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.

Article I

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 homeowners and dues-paying tenants (“tenants”) of matters affecting the Waialae Iki Ridge community.
  • Provide a forum for homeowners and tenants to express their views on matters of common interest.
  • Represent homeowners and tenants at appropriate public forums, such as those involving government agencies and citizens’ organizations.
  • Help formulate, as far as possible, public policy concerning matters of vital interest to homeowners and tenants, such as housing, transportation, and the environment.
  • 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 Waiale-Iki View Lots” (i.e., the covenants that accompany homeowners’ deeds) and the “Revised Ordinances of Honolulu” of the City and County of Honolulu.

Article II

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/or adult residents on a lot 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 lot varies, each lot shall have just one vote at the Annual Meeting or at any WIRCA meeting that requires a vote of the membership.
If no member from a lot 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 lot, and must state specifically the subject of the vote(s) and the period of time for its use. Two proxies may be held by any one member in addition to the member’s own vote.

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

Article III

BOARD OF DIRECTORS

A. Composition and Term
The Board shall consist of no less than 9 and no more than 15 members elected from dues-paying homeowners and tenants.

Board members shall be elected each year. Newly elected members who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, Board members may serve additional three year terms.

Board member terms shall be staggered. At the time of each Annual Meeting, the terms 2 of approximately one-third (1/3) of all members of the Board shall expire.

Each member of the Board shall attend at least three (3) meetings of the Board per year.

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:

Support the purpose of WIRCA as set out in Article I, and define its general ploicies.

Collect funds and authorize expenditures.

Appoint and remove Officers, agents and employees 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 1-year terms and they may serve additional 1-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, with the exception of the Nominating Committee, 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 vote of the Board, call special meetings of the membership.
  • As he/she deems appropriate, sit as an ex-officio member of all committees except the Nominating Committee.
  • Be designated as a signer against the WIRCA bank account.

The Vice-President shall:

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

The Secretary shall:

  • Keep an accurate record of WIRCA Board meeting.
  • Keep a file of all WIRCA papers and records and shall 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 shall keep an accurate accounting of them.
  • Sign all checks drawn against the WIRCA bank account.
  • Report all collections, expenditures and the balance on hand at Board meetings and the Annual Meeting.
  • 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
    1. At its first meeting of the year, the Board shall appoint a Nominating Chairperson.
    2. The Nominating Committee shall be responsible for preparing two separate slates of nominees: (1) for the vacancies occurring annually on the Board and (2) for the Officers.
    3. In the first quarter of the calendar year, the Nominating Committee shall prepare and arrange for the distribution of a written announcement (made in the WIRCA Newsletter or via email) to homeowners and tenants indicating that candidates are being sought for Board membership for the upcoming calendar year. The announcement shall ask members 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
    1. At the September Board meeting, the Nominating Chairperson shall present a slate of nominees to fill the 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 Chairperson shall arrange for the slate to appear in the announcement of the Annual Meeting.
    2. 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, a majority of the votes polled shall constitute election of the slate of nominees.
    3. 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
    1. At the September Board meeting, the Nominating Chairperson shall present a proposed slate of nominees for Officers for the upcoming year.
    2. As soon as possible after the vote for Board of Directors is taken at the Annual Meeting, the Board shall convene to elect the Officers.
  4. 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.
  5. 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
    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 six (6) 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 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.
  • 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.

ARTICLE VI

Liability Insurance for Officers and Directors

WIRCA shall carry Liability Insurance for Officers and Directors.