STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 Section 5.11 Adjournment In the absence of a quorum at a meeting duly called, the Chair or a majority of the Directors present may adjourn the meeting from time to time without further notice, and may convene or reconvene the meeting when a quorum shall be present. Section 5.12 Action without Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if two-thirds of the members of the Board consent in writing or electronic form to that action. Action by such consent shall have the same force and effect as a majority vote of the Board of Directors. Such consent or consents shall be filed with the minutes of the proceedings of the Board. Section 5.13 Compensation of Directors Directors shall not be compensated for their board service. Section 5.14 Restriction on Interested Directors Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise; (b) any shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation. Interested persons, as defined above, must disclose their interest, as set forth in section 10.01 herein. Section 5.15 Director Tenure Director terms are three years. The Board of Directors may vote to allow a Director to serve one or more additional terms. ARTICLE 6. OFFICERS Section 6.01 Officers The Corporation shall have the following officers: Chair, Vice Chair, Secretary and Treasurer. The Chair and Vice Chair are the positions President and Vice President, respectively, that are identified in the Articles of Incorporation. Section 6.02 Election of Officers The Board of Directors shall elect the Officers. Each Officer serves at the pleasure of the Board. Section 6.03 Removal of Officers Any Officer may be removed by the Board of Directors, at any regular or special meeting of the Board or by an Officer on whom the Board of Directors has conferred such power. 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