STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 (i) Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporations, and with these Bylaws; and fix their compensation, if any. (ii) Change the principal executive office or the principal business office in the State of Hawaii from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of Hawaii; and designate any place within or outside the State of Hawaii for the holding of any meeting. (iii) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 5.02 Number of Directors The Board of Directors shall consist of not less than nine or more than twenty-five members. While this section may be amended from time to time pursuant to Article 14 of these Bylaws, no amendment resulting in any decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Section 5.03 Qualifications of Directors Any person 18 years of age or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of Hawaii. The board will have geographic representation from throughout the State of Hawai'i. Section 5.04 Vacancies (a) Events Causing Vacancy. A vacancy on the Board of Directors shall be deemed to exist at the occurrence of any of the following: (i) The death, resignation, or removal of any Director. (ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the Hawaii Nonprofit Corporation Act. (iii) The failure of the Board, at any meeting of the Board at which any Director is to be elected, to elect the Director to be elected at such meeting. (iv) The increase of the authorized number of Directors. (v) The expiration of an existing member's term absent an invitation from the Board to serve an additional term. (b) Resignation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chair, or the Secretary, Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024