Starfire Companion-Animal Sanctuary
where responsibility and commitment transcends love
ARTICLE I - NAME AND
Section 2: The corporation is organized exclusively for charitable and educational purposes, more specifically to provide lifelong sanctuary to companion animals in need. These include dogs, cats, birds, rabbits, goats, and horses who have been companion animals and find themselves homeless because of the changing circumstances of their former caregivers.
ARTICLE II - OFFICES AND SEAL
Section 1. Principal
Office . The principal office of the corporation shall be
located at 84-5142 Keala O Keawe Road, Captain Cook, HI 96704-8418.
In addition to its principal office at the aforesaid address, the
corporation may maintain offices in such other place or places within
or without the State of Hawaii as may be from time to time designated
by the Board of Directors.
ARTICLE III - MEMBERSHIP
Section 2. Board Size Subject to the limitations set forth in the Articles of Incorporation, the number of directors shall be determined each year and the directors shall be elected at the annual meeting, or in case of a failure to act at said meeting, or taken without a meeting, by a consent in writing, setting forth the action so taken and shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote of the directors.
Section 3. Board Compensation The board receives no compensation other than reasonable expenses.
Section 4. Presumption of Assent. A director present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered/certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 4. Officers
and Duties There shall be four officers of the Board consisting
of a Chair, Vice Chair, Secretary and Treasurer. Their duties
are as follows:
b. The Vice-Chair will chair committees on special subjects as designated by the board.
c. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.
d. The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The fiscal year of the corporation shall begin on the First day of January of each year.
Section 5. Vacancies
a. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.
b. These vacancies will be filled only to the end of the particular Board member's term.
c. In case of any vacancy or vacancies in the Board of Directors, the remaining directors (although less than a quorum) may fill the same by the affirmative vote of a majority of the remaining directors. The determination by the Board of Directors, as shown in the minutes, of the fact of any vacancy shall be conclusive as to all persons and the corporation.
d. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors by a majority of the directors.
Section 6. Resignation, Termination and Absences
a. Resignation from the Board must be in writing and received by the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
b. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year.
c. At a meeting of directors called expressly for that purpose, any director of the entire Board of Directors may be removed, with or without cause, by a three-fourths affirmative vote of the remaining directors.
ARTICLE V - CORPORATE MEETINGS
Section 1: Annual Meeting
a. The annual meeting of the Board of Directors of this Corporation for the election of Directors, and for such other business as may be stated in the notice of the meeting, shall be held at such a place, either within or without the State of Hawaii, and at such a time and a date as the Board of Directors, by resolution, shall determine and set forth in the notice of the meeting. Unless otherwise directed in the notice of meeting, the annual meeting of the Board of Directors shall be held at the registered principal office of the Corporation in the State of Hawaii on first Monday of November at 7:00 o’clock in the P.M. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.
b. At each annual meeting, the Directors and Officers entitled to vote shall elect a Board of Directors and may transact such other corporate business and shall be stated in the notice of the meeting.
Section 2. Special Meetings
a. Special meetings of the Board of Directors for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Directors, and shall be called by the President at the request of not less than seventy-five percent (75%) of all the Directors and/or Officers outstanding entitled to vote at the meeting.
b. The Directors may designate any place, either within or without the State of Hawaii, unless otherwise prescribed by statute, as the place of meeting for any special meeting called by the Directors. A waiver of notice signed by all Directors and/or Officers entitled to vote at a meeting may designate any place, either within or without the State of Hawaii, unless otherwise prescribed by statute, as the place for holding such special meetings. If no designation is made, the place of meeting shall be the registered principal office of the Corporation.
Section 3. Notice of Meeting
a. Notice stating the place, day and hour of the annual meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than twenty-four hours before the date of the meeting, either personally by telephone, by word of mouth, or by leaving written notice of such meeting with each director or at the residence or usual place of business of each director.
b. Notice stating the place, day and hour of the annual meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than three nor more than fifteen days before the meeting, by mail to each director at such director’s last know address as it appears on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Director and/or Officer at his or her address as it appears in the books and records of the Corporation, with postage thereon prepaid.
is by or at the direction of the President, or the Secretary, or
the officer or person calling the meeting, to each Director and/or
Officer of record entitled to vote at such meeting.
e. Unless otherwise provided by law, whenever any notice is required to be given to any Director and/or Officer of the Corporation under the provisions of these by-laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 4. Quorum A majority of the number of directors entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. After a quorum has been established at any meeting, the subsequent voluntary withdrawal of Directors and/or Officers, so as to reduce the number of Directors and/or Officers entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
Section 5. Proxies At all meetings of the Board of Directors, a Director and/or Officer may vote by proxy executed in writing by the Director and/or Officer or by his or her duly authorized attorney-in-fact via a written Power of Attorney document. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.
Section 6. Voting Each Director and/or Officer entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these by-laws shall be entitled to one vote, in person or by proxy. Upon the demand of any Director and/or Officer, the vote for Directors and upon any question before the meeting shall be by written ballot or by oral vote using the designations of “aye” or “nay”. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of the State of Hawaii.
Section 7. Business Transacted No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all of the Directors and/or Officers entitled to vote thereat.
Section 8. Order
of Business The order of business at all meetings of the Board
of Directors shall be as follows:
of minutes of preceding meeting
f. Election of Directors
g. Unfinished business
h. New business
Section 9. Adjournment.
Whenever at any meeting provided for in these by-laws less than
a quorum shall be present or represented, such meeting may there
upon be adjourned without notice from time to time by a majority
vote of those present or represented until a quorum shall be present
or represented. Any meeting at which a quorum is present or
represented by be adjourned in the same manner for such time as
may be fixed by a majority vote at such meeting. Whenever
quorum is present at any adjourned meeting, any business may be
transacted which could have been done at the meeting originally
ARTICLE V - COMMITTEES
Section 1. The
Board may create committees as needed, such as fundraising, housing,
etc. The Board Chair appoints all committee chairs.
Section 3. Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI - OFFICERS OF THE CORPORATION
Section 1. Officers. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Treasurer, and a Secretary and, at the discretion of the Board of Directors, a Chairman of the Board. Any two or more offices may be held by the same person, provided, however, that at least three persons shall be officers of the corporation. None of the Officers of the Corporation need be Directors.
Section 2. Election and Terms of Office. The officers shall be appointed annually by the Board of Directors at its first meeting at which the Board of Directors is elected and shall hold office until the next annual meeting and thereafter until their successors shall be duly elected and qualified, subject, however, to removal by the Board of Directors in the manner hereinafter provided.
Section 3. The number of Vice Presidents may be changed from time to time by the Board of Directors at any meeting or meetings thereof and, if increased at any time, the additional Vice President or Vice Presidents shall be appointed by the Board of Directors.
Section 4. There may also be one or more Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, and other subordinate officers who shall be elected by the Board of Directors and the number thereof shall be determined from time to time by the Board of Directors.
Section 5. Vacancies. Vacancies which may occur in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by election by the Board of Directors for the remainder of the term of such office. In case of the absence from the State of Hawaii or the temporary disability of any officer, the Board of Directors may appoint a temporary officer to serve during such absence or disability.
Section 5. Removals. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create such contract rights.
Section 6. President. The President shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. Subject to the control of the Board of Directors, the President shall have general charge and care of the business and property of the corporation, shall appoint and discharge employees and agents of the corporation and determine their compensation, and shall do and perform such additional duties as may be prescribed by the Board of Directors. When authorized by the Board of Directors to do so, the President may delegate to one of the Vice Presidents the whole or any part of the general management and care of the business and property of the corporation, including the employment and discharge of agents and employees. Except as the Board of Directors shall authorize thereof in some other manner, he or she shall execute bonds, mortgages, and other contracts in behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
Section 7. Vice President. It shall be the duty of the Vice President to assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant and when so acting shall have all the powers of and be subject to all the restrictions upon the President.. The Vice President shall do and perform such additional duties as may be prescribed by the Board of Directors. If any additional Vice Presidents are added to the Board of Directors their duties shall be specified at the time of the appointment.
Section 8. Treasurer. The Treasurer shall be the financial and accounting officer of the corporation. The Treasurer shall have custody of all the corporate funds and securities and shall keep a full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer is authorized to open checking accounts on behalf of the corporation and shall expend the funds of the corporation as directed by the Board of Directors or President, taking proper vouchers for such disbursements. The Treasurer shall also have custody of all valuable papers and documents of the corporation, shall keep the same for safekeeping in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept a book or books setting forth a true record of the receipts and expenditures, assets and liabilities, losses and gains of the corporation and shall, when and as required by the Board of Directors, render a statement of the financial condition of the corporation. The Treasurer shall also do and perform such additional duties as may be prescribed by the Board of Directors. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his duties in such amount and with surety as the Board shall prescribe. In the absence or disability of the Treasurer, the duties of the office shall be performed by the Secretary.
Section 9. Secretary. The Secretary shall give, or cause to be given, all required notices of meetings of the Board of Directors, shall record the proceedings of meetings of the Board of Directors in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, all other notices required by law or by these By Laws. The Secretary shall perform such other duties as may be assigned from time to time by the Board of Directors or by the President. The Secretary shall have custody of the seal of the corporation. In the absence or disability of the Secretary, the duties of the office shall be performed by the Vice President.,
Section 10. Subordinate Officers. Other Officers and Agents The Board of Directors may appoint such Officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. Assistant Secretaries and Assistant Treasurers, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them respectively, by the Directors.
Section 11. Salaries. The salaries, if any, of the Officers shall be fixed from time to time by the Directors and no Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
Section 3. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such a manner as shall from time to time be determined by resolution of the Directors. For purposes of institution of these by-laws as the governing document of the Corporation, the President and Treasurer shall be the only persons duly authorized to signature said checks, drafts, or other orders for the payment of money. Should the President or Treasurer be absent or otherwise unavailable to signature any instrument for the payment of money, an Officer or agent appointed by the President shall be permitted to signature the instrument after designating such agent’s authority to the financial institution in which the Corporate funds are held. Any one check written for the payment of money in an amount less than or equal to FIVE THOUSAND DOLLARS ($5,000.00) shall require a single designated officer’s signature. Any one check written for the payment of money in an amount equal to or greater than FIVE THOUSAND AND ONE DOLLARS ($5,001.00) shall require the signatures of two designated Officers.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Directors may select.
Section 5. Instruments in General. All checks, and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts, deeds, leases, mortgages, agreements of sale, bills of lading, and all other instruments except as otherwise provided in these by-laws, shall be signed by such person or persons as shall be provided by general or special resolution of the Board of Directors.
ARTICLE VIII - CONFIDENTIALITY
Section 1. Any
and all Directors, Officers, appointed agents or any other persons
assigned by the Board of Directors to any position which entitles
any person to be aware, directly or indirectly, of the Corporation’s
organizational and composition secrets shall abide by the following:
lists, call lists, and other confidential data
plans, drawings, and other confidential research and development
b. The titled persons named herein shall not disclose to anyone, unless otherwise directed in writing by the Board of Directors, any of the items listed above or any of the Corporation’s other confidential information, whether developed before or after the date of incorporation.
Section 2. The restrictions contained herein include confidential information developed by any employee of the Corporation while employed by the Corporation, who may, at the election of the Board of Directors, be required to sign a document stating the same.
Section 3. The restrictions contained herein shall not terminate upon the removal of any Director or Officer of the Corporation, regardless of the reason for such removal.
Section 4. Upon the removal of any Director or Officer who may be terminated permanently or temporarily by the Corporation’s Board of Directors, said person shall immediately return to the Corporation all of the Corporation’s secret or confidential material that is in said person’s possession or control.
ARTICLE IX - DIRECTOR CONFLICTS OF INTEREST
Section 1. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because the vote or votes of such director or directors are counted for such purpose, if:
a. the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
b. The contract or transaction is fair and reasonable to this corporation.
Section 2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.
Neither any director or officers of the corporation, being so interested
in any contract, transaction or act of the corporation which is
not void or voidable pursuant to this Article IX, nor any other
corporation, firm, association, or entity in which such director
or officer is a director or officer of is financially interested
shall be liable or accountable to the corporation, or to any director
thereof, for any loss incurred by the corporation pursuant to or
by reason of such contract, transaction or act, or for any gain
received by any such other party pursuant thereto or by reason thereof.
Upon the removal or termination of any Director or Officer of the Corporation, which may negate any further association of that Director or Officer with the Corporation, all such persons shall not engage, directly or indirectly, in any business similar that of the Corporation by either servicing customers, buying, selling, brokering, importing, exporting, or manufacturing items or products of any kind whatsoever related to this Corporation or, that he or she will not during such a period of time be connected or have any financial interest, directly or indirectly, with any person, firm, or Corporation engaged in any of such businesses as similar to that of the Corporation, and that he or she will not act in any capacity for another person, entity or Corporation engaged in any such businesses as similar to that of the Corporation, whether as employee, agent, principal, consultant or otherwise,, in the state of Hawaii for a period of three (3) years from the date of removal or termination.
ARTICLE XI - AMENDMENTS
Section 2: It shall be the responsibility of the elected Officers to notify the proper agencies and institutions in the State of Hawaii of any amendment which precludes a change of position, resignation, or termination of any Officer or Director in accordance with all State of Hawaii and/or all County of Hawaii rules and regulations applicable. Any future notification to said agencies or institutions of similar amendments regarding officer status change shall also be the responsibility of said elected Officers.
ARTICLE XII - ADOPTION OF BY-LAWS
We, the undersigned,
on this day of the __________ of ______________, ________, being
the majority of the directors of the above-named corporation, do
hereby adopt the foregoing provisions as the by-laws of said corporation,
pursuant to the laws of the State of Hawaii.
David H. Almer
AMENDED ARTICLES OF INCORPORATION OF
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, desiring to incorporate a Hawaii nonprofit corporation in accordance with the laws of the State of Hawaii, and to obtain the rights and benefits conferred by said laws upon nonprofit Corporations, do hereby form a nonprofit Corporation, and execute the following Articles of Incorporation, the terms whereof shall be equally obligatory upon the undersigned and upon all the parties who from time to time may be directors of the Corporation:
ARTICLE I: CORPORATE NAME
The name of the Corporation shall be Starfire Companion-Animal Sanctuary
ARTICLE II: LOCATION OF THE CORPORATION
The location of the Corporation shall be 84-5142
Keala O Keawe Road, Honaunau, HI 96726.
ARTICLE III: CORPORATE PURPOSES
Section 1. Purposes. The Corporation is organized exclusively for the following purposes:
(a) To fund a no-kill animal sanctuary for companion animals, companion birds, reptiles and other creatures who are unwanted, rejected, abused or otherwise neglected by rescuing, fostering and providing food, medical care and safe shelter for such creatures until such creatures can be placed into caring and responsible homes or live out their lives at the sanctuary or foster locations. "No-kill" or life-long care means that animals are not euthanized except when compassion for a suffering animal demands that act, and no reasonable alternative exists.
(b) To establish a rehabilitation place and safe haven for wild animals who have become injured or who are taken out of the wild to serve as pets and later abandoned and in need of a safe place to live until they can be returned to the wild or live out their lives at the sanctuary or foster locations.
(c) To educate the public about the relations between humans and non-humans, especially their financial and non-financial responsibilities and commitments to their companion animals and companion birds.
(d) To work with local trap-neuter-return (TNR), or trap-neuter-relocate, organizations for feral cats and other animals.
(e) To educate the public about the benefits of spaying and neutering their companion animals to reduce the population of stray or abandoned animals, and improving their individuals animal’s health and well-being.
(f) To educate the public on the benefits of having their companion animals wear some form of identification, i.e. collars with owner identification and phone number or a microchip with the proper identifying information.
(g) To work closely with existing animal control organizations to assist in the prevention of cruelty to stray, abandoned, or feral creatures, companion animals and companion birds.
(h) To assist other humane organizations in providing foster care and locating responsible homes for adoptable animals and birds.
(i) To educate the public about proper care of companion animals and companion birds and provide assistance with behavioral issues.
(j) Such other purposes as the Directors may from time to time adopt consistent with the overall mission of the sanctuary
(k) To operate exclusively for charitable and educational purposes, and for the prevention of cruelty to animals, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
Section 2. Restriction.
(a) No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation or any individual having a private interest in the activities of the Corporation.
(b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
(c) The term "funds of the Corporation," as used herein, shall mean and include any properties and moneys held by the Corporation, including any income accumulated by the Corporation and any proceeds from the sale of any properties sold or otherwise disposed of by the Corporation.
(d) Notwithstanding any other provision of these Articles, the Corporation is organized and shall be operated exclusively for charitable and educational purposes and the prevention of cruelty to animals as a nonprofit corporation and the Corporation shall not carry on any activities not permitted to be carried on:
(i) By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law); or
(ii) By a corporation contributions
to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future
United States internal revenue law).
ARTICLE IV: CORPORATE POWERS
Section 1. In furtherance of said purposes, the Corporation shall have and possess all the powers, rights, privileges and immunities, and shall be subject to all of the liabilities conferred or imposed by the law upon Corporations of this nature and shall be subject to and have all the benefits of all general laws permitted to nonprofit Corporations under the laws of the State of Hawaii.
Section 2. The Corporation has all powers necessary or proper to carry on its business, that is to say:
(a) To have succession by its corporate name in perpetuity; to sue and be sued in any court; to make and use a common seal and to alter the same at its pleasure; to hold, purchase and convey such property as the purposes of the Corporation shall require, without limit as to the amount and to mortgage the same to secure any debt of the Corporation; to appoint such subordinate officers or agents as the business of the Corporation shall require; to make and adopt and from time to time amend or repeal bylaws not inconsistent with any existing law for the management of its properties; the election and removal of its officers; the regulation of its affairs and for all other purposes permitted by law;
(b) To borrow money or otherwise incur indebtedness with or without security and to secure any indebtedness by deed of trust, mortgage, pledge, hypothecation or other lien upon all or any part of the real or personal property of the Corporation and to execute bonds, promissory notes, bills of exchange, debentures or other obligations or evidences of indebtedness of all kinds, whether secured or unsecured, and to owe debt in any amount;
(c) To draw, make, accept, endorse, assign, discount, execute and issue all such bills of exchange, bill of lading, promissory notes, warrants and other instruments to be assignable, negotiable or transferable by delivery or to order, or otherwise, as the business of the Corporation shall acquire;
(d) To lend and advance money or to give credit, with or without security, to such persons, firms or Corporations, and on such terms as may be thought fit; and if with security, then upon mortgages, deeds of trust, pledges or hypothecation of interest therein or thereto;
(e) To enter into nonprofit partnership contracts (as a general partner or as a limited partner) with any other person or persons (natural or corporate), to enter into agreements of nonprofit joint venture with any such natural or corporate person or persons, and to enter into and perform contracts, undertakings and obligations of every kind and character to the same extent as if this Corporation were a natural person;
(f) To promote, assist, or contribute to any charitable association, organization, society, company, institution or object, calculated to benefit the Corporation in a nonprofit manner or any persons in its employ or having dealings with the Corporation, or deemed to be for the common or public welfare;
(g) To become a party to and effect a merger or consolidation with another nonprofit Corporation or other nonprofit Corporations, and to enter into agreements and relationships not in contravention of laws with any persons, firms and nonprofit Corporations;
(h) To do all or any of the above things in any part of the world, directly or indirectly, and as principal, agent, factor, contractor or otherwise, and by and through trustees, agents or otherwise, and either alone or in conjunction with others.
Section 3. The enumeration herein of the objects and purposes of this Corporation shall be construed as powers as well as objects and purposes and shall be liberally construed both as to purposes and power and shall not be deemed to exclude by inference any powers, objects or purposes which this Corporation is or may be empowered to exercise, whether expressly or by force of law now or hereafter in effect, or implied by the reasonable construction of any law.
Section 4. All the powers and authority of the Corporation shall be vested in an may be exerised by the Board of Directos except as otherwise provided by law, these Articles of Incorporation or any bylaws of the Corporation; and in furtherance and not in limitation of siad general powers, the Board of Directors shall have power:
(a) To acquire and dispose of property.
(b) To appoint a general manager, branch managers and other such managers, officers or agents of the corporation as in its judgment the business thereof may require, and to confer upon and to delegate to them by power of attorney or otherwise such power and authority as it shall determine;
(c) To fix the compensation of any or all of its officers, agents and employee and in its discretion require the security of any of them for the faithful performance of any of their duties;
(d) To make rules and regulations not inconsistent with law or these Articles of Incorporation or the bylaws for the transaction of business;
(e) To incur indebtedness as may be deemed necessary;
(f) To create such committees (including an executive committee) and to designate as members of such committees such persons as it shall determine, and to confer upon such committees such powers and authority as may by resolution be set forth for the purpose of carrying on or exercising any of the powers of the corporation;
(g) To invest any funds of the corporation in such securities or to erh property as it may deem proper;
(h) To remove or suspend any officer; and generally,
(I) To do any and every lawful act necessary or proper to carry into effect the powers, purposes and objectives of the Corporation.
ARTICLE V: CORPORATE LIFE
The duration of the Corporation shall be perpetual.
ARTICLE VI: DIRECTORS AND OFFICERS
Section 1. Board of Directors. There shall be a board of directors consisting of not fewer than three persons at least one of whom shall be a resident of the State of Hawaii. The number of directors shall be determined by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have and may exercise all the powers of the Corporation except as otherwise provided by these Articles or the Bylaws.
Section 2. Officers. The officers of the Corporation shall be a president, one or more vice presidents, a secretary and a treasurer. The Corporation may have such additional officers as the Board of Directors shall from time to time determine. The officers shall have the powers, perform the duties and be elected in the manner set forth in the Bylaws. Any two or more offices may be held by the same person unless such practice is prohibited by the Bylaws, provided, however, that not less than two persons shall be officers.
Section 3. Initial Officers and Directors. The initial Board of Directors shall consist of four persons. The following persons shall be the initial officers and directors of the Corporation and shall hold office for the first year or until their successors are duly elected pursuant to the Bylaws:
Name and Residence Address Office or offices held
David H. Almér Director,
Torun Almér Director,
Secretary & Treasurer
Gary Sturdy Director, Vice
Sandra Sturdy Director,
ARTICLE VII LIABILITY AND INDEMNIFICATION
OF OFFICERS, DIRECTORS,
Section 1. No Liability to Corporation. No director, officer, employee or other agent of the Corporation and no person serving at the request of the Corporation as a trustee, director, officers, employee or other agent of another Corporation, partnership, joint venture, trust or other enterprise and no heir or personal representative of any such person shall be liable to the Corporation for any loss or damage suffered by it on account of an action or omission by such person as a trustee, director, officer, employee or other agent if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this Corporation, unless with respect to an action or suit by or in the right of the Corporation to procure a judgment in its favor such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to this Corporation.
Section 2. Indemnity.
(a) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise, against expenses, attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The terminating of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(b) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or is or was serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise against expenses and attorneys’ fees actually and reasonable incurred by such person in the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonable entitled to indemnity for such expenses and attorneys’ fees which such court deems proper.
(c) To the extent that a person seeking indemnification under Section 2(a) or 2(b) above has been successful on the merits or otherwise in defense of any action, suit or proceeding, or any claim, issue or matter therein, the Corporation shall indemnii such person against expenses and attorneys’ fees actually and reasonably incurred in connection therewith.
(d) The Corporation shall make indemnification payments to or on behalf of the person seeking them only if authorized in the specific case upon a determination that indemnification of such person is proper because such person meets the applicable standards of conduct set forth in Section 2(a) or 2(b) above. Such determination may be made
[i] by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or
[ii] if such directors so directs, by independent legal counsel in a written opinion to the Corporation, or
[iii] by the court in which such action, suit or proceeding was pending upon application made by the Corporation or the person seeking indemnification or the attorney or other person rendering services in connection with the defense, whether or not such application is opposed by the Corporation.
(e) The Board of Directors shall authorize payment in advance of final disposition of an action, suit or proceeding for the expenses and attorneys’ fees incurred by a person seeking indemnification under Section 2(a) or 2(b) above, provided that such person delivers a written undertaking to repay such amount unless it is ultimately determined that such person is entitled to be indemnified under this Section 2.
(f) The indemnification provided by this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification are entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who ceases to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.
(g) The Corporation may purchase and maintain insurance on behalf of any person described in Section 2(a) or 2(b) above against any liability asserted against or incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify the person against such liability under this Section 2.
(h) This Section shall be effective with respect to any person who is a director, officer, employee or agent of the Corporation or is serving in such capacity at the request of the Corporation in any other Corporation, partnership, joint venture, trust or other enterprise, at any time on or after the effective date of these Articles of Incorporation with respect to any action, suit or proceeding pending on or after that date against such person based upon his or her acting in such capacity before or after that date.
ARTICLE VIII MEMBERSHIP
This Corporation has no members.
ARTICLE IX NON-PROFIT
The Corporation is organized exclusively for, and will be operated exclusively for charitable and educational purposes, and for the prevention of cruelty to animals, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) and is not organized for profit and it will not issue any stock. No part of the organization’s net earnings will inure to the benefit of private individuals. The organization is not organized or operated for the benefit of private interests, such as the creators, or the creators’ family, or persons controlled directly or indirectly by such private interests nor shall be distributed to its directors or officers, except for services actually rendered to the Corporation; provided, however, that the Corporation shall be empowered to make payments and distributions in furtherance of the purposes for which it is organized and operated.
ARTICLE X CORPORATE LIABILITY
The property of the Corporation shall alone be liable in law for the debts and liabilities of the Corporation. The officers and directors of the Corporation shall incur no personal liability for said debts and liabilities by reason of such position.
ARTICLE XI CORPORATE DISSOLUTION
If the Corporation shall cease to exist or shall be dissolved, all property and assets of the Corporation of every kind, after payment of its just debts, shall be distributed only to one or more public agencies, organizations, Corporations, trusts or foundations having like purposes and organized and operated exclusively for charitable, scientific, literary, religious or educational purposes or the prevention of cruelty to animals, no part of whose assets, income or earnings may be used for dividends or otherwise withdrawn or distributed to or inure to the benefit of any private individual and the activities of which do not include participation or intervention (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. In no event shall any distribution be made to any organization unless it qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) with purposes similar or related to those of the Corporation.
ARTICLE XII BYLAWS
Section 1. Adoption. The Bylaws shall be adopted by the Board of Directors of the Corporation.
Section 2. Amendment. The Bylaws of the Corporation may be altered, amended or repealed by the Board of Directors of the Corporation.
ARTICLE XIII AMENDMENT
These Articles shall be subject to amendment from time to time in the manner provided by law.
84-5142 Keala O Keawe Road
Captain Cook HI 96704
Phone/Fax: (808) 328-2061
Web Site: starfire-sancutary.org