STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 Section 7.02 Standing Committees The Board of Directors may, by resolution adopted by a majority of the Directors, designate one or more standing committees to serve at the pleasure of the Board. Standing committees are any committees, other than the Executive Committee. The Chairperson of each standing committee shall be a member of the Board of Directors. The Chair may nominate committee Chairpersons, subject to approval of the Executive Committee. The Chairperson of the committee may select members of the committee. Members of standing committees need not be members of the Board, however non Directors are subject to the approval of the Board. Each committee shall adopt its own rules governing the time and place of holding, and the method of calling, its meetings and conduct of the meetings. The Chairperson of such committees shall report in writing to the Board of Directors at its regular meeting, unless such report is waived by the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. Standing committees act in an advisory capacity only. Limited authority may be granted by resolution of the Board of Directors, subject to the provisions of Section 6.04. Section 7.03 Meeting and Action of Committees The Board of Directors may adopt rules for any committee not inconsistent with the provisions of these Bylaws. Section 7.04 Limitations Upon Authority of Committees No committee, regardless of Board resolution, may: (a) Amend, alter or repeal the Bylaws; (b) Elect, appoint or remove any member of any such committee or any Director or Officer of the Corporation; (c) Amend the Articles of Incorporation, restate the Articles of Incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation; (d) Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (e) Authorize the voluntary dissolution of the Corporation or revoke proceedings therefore; (f) Adopt a plan for the distribution of the assets of the Corporation; or (g) Amend, alter or repeal any resolution of the Board of Directors that by its terms provides that it shall not be amended, altered or repealed by the Committee. ARTICLE 8. MEMBERSHIP; ASSOCIATED PERSONS Section 8.01 Statutory Members This corporation shall have no "members," as that term is defined and used by the Hawaii Nonprofit Corporations Act, Chapter 414D of the Hawaii Revised Statutes ("HRS'), or such 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