Our By-Laws
Articles
of Corporation
IRS
Determination Letter
BY-LAWS
OF STARFIRE COMPANION-ANIMAL SANCTUARY
ARTICLE I - NAME AND
PURPOSE
Section 1: The name of the corporation shall be Starfire Companion-Animal
Sanctuary.
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.
Section 2. Corporate Seal. The corporation may have
a corporate seal in such form as shall be determined by the Board
of Directors.
ARTICLE III - MEMBERSHIP
Section 1: Membership shall consist only of the members of the Board
of Directors, who shall manage the corporation.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Board Role and General Powers. The Board
is responsible for overall policy and direction of the Corporation.
The business and affairs of the Corporation shall be managed by
its Board of Directors. The Directors shall in all cases act
as a board, and they may adopt rules and regulations for the conduct
of their meetings and the management of the Corporation as they
may deem proper, not inconsistent with these by-laws and the laws
of the State of Hawaii.
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:
a. The Chair shall convene regularly scheduled Board
meetings, shall preside or arrange for other members of the executive
committee to preside at each meeting in the following order: Vice-Chair,
Secretary and Treasurer. This person shall have and perform
such other duties as from time to time may be assigned to him by
the Board of Directors.
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.
c. Notice
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.
d. Non-receipt of any such notice shall not invalidate
any business done at any meeting at which quorum is present.
The presence of any director at any meeting shall constitute a waiver
of the requirement of giving of notice of said meeting to such director,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened. Any director or directors,
whether attending a meeting or not, may, prior to, at the meeting,
or subsequent thereto, waive notice of the meeting by written waiver
signed by such director or directors or by verbal waiver given to
the President.
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:
a. Roll call
.
b. Proof of notice of meeting and waiver of notice
c. Reading
of minutes of preceding meeting
.
d. Reports of Officers
.
e. Reports of Committees
f. Election
of Directors
g. Unfinished
business
h. New business
i. Adjournment
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
called.
Section 10. Action Without Meeting Any action required or
permitted to be taken at any meeting of the Board of Director of
any committee designated thereby may be taken without a meeting
if the majority of the directors or the majority of the members
of the committee, as the case may be, sign a written consent setting
forth the action taken or to be taken at any time before or after
the intended effective date of such action. Such consent shall
be filed with the minutes of the Board of Directors or committee,
as the case may be, and shall have the same affect as a unanimous
vote.
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 2. The four officers serve as the members of the Executive
Committee. Except for the power to amend the Articles of Incorporation
and By-laws , the Executive Committee shall have all of the
powers and authority of the Board of Directors in the intervals
between meetings of the Board of Directors, subject to the direction
and control of the Board of Directors.
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:
a. The titled persons named herein shall keep in their
confidentiality any knowledge of the Corporation’s organizational
and composition secrets which were developed by the Corporation
over a long period of time and discussion or disclosure of any information
with respect to the below items to anyone other than corporate Directors,
Officers, or any other agent authorized by the Board of Directors
which may cause irreparable injury and is prohibited by these by-laws:
(1) Donation
lists, call lists, and other confidential data
(2) Memoranda, notes, records, and other confidential
data;
(3) Sketches,
plans, drawings, and other confidential research and development
data;
(4) Composition of the Corporation’s products, if any,
and services
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.
Section 3.
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.
ARTICLE X - NON-COMPETITION COVENANT
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 1: These By-laws may be amended when necessary
by a two-thirds majority of the Board of Directors. Proposed
amendments must be submitted to the Secretary to be sent out with
regular Board announcements.
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
Torun Almer
Gary Sturdy
Sandra Sturdy
Our
By-Laws
Articles
of Corporation
IRS
Determination Letter
Articles
of Corporation
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, HI 96810
AMENDED ARTICLES OF INCORPORATION OF
STARFIRE COMPANION-ANIMAL SANCTUARY
(Section 414D-32, Hawaii Revised Statutes)
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.
The mailing address of the corporation’s initial principal office
is 84-5142 Keala O Keawe Road, Captain Cook, HI 96704-8418.
There may be subordinate or branch offices in such place or places
within or without the State of Hawaii as may be deemed necessary
or requisite by the Board of Directors to transact the business
of the corporation. Such branch or subordinate offices shall
be under the supervision of such person or persons a may be appointed
by the Board of Directors.
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,
President
84-5142 Keala 0 Keawe Road
Captain Cook, HI 96704-8418
Torun Almér Director,
Secretary & Treasurer
84-5142 Keala 0 Keawe Road
Captain Cook, HI 96704-8418
Gary Sturdy Director, Vice
President
75-5774 Iuna Place
Kailua-Kona, HI 96740
Sandra Sturdy Director,
Vice President
75-5774 Iuna Place
Kailua-Kona, HI 96740
ARTICLE VII LIABILITY AND INDEMNIFICATION
OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
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.
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