HICA Bylaws
B Y L A W S
OF
ARTICLE I
MEMBERSHIP
1. Classes: Membership of the Association shall
consist of members and associate members and other members.
2. Members: A member is an individual, firm or
corporation engaged in the building and contracting business on the
3. Multiple
Representation: A member may
acquire multiple representation in the Association by subscribing to its
financial support an amount fixed from time to time by the Board of Directors
for such purpose. For each such
amount subscribed the member shall be entitled to name an additional
representative within his or its organization. Each additional representative may vote
and hold office. No more than two
officers or directors from one company may serve on the Board at any one time.
4. Associate
Members: An associate member is any
individual, firm or corporation who is actively engaged in a business related
to the building and contracting industry, such as a dealer, a professional
engineer, or architect. Associate
members may be appointed members of any committee, may attend meetings of
members and have the privileges as may be provided by these By-Laws or as
determined from time to time by the Board of Directors. No associate member
shall have the right to vote or hold any elective office except that not more
than four Associate Members, under the usual procedure set forth in ARTICLE X,
NOMINATIONS, and ARTICLE XI, ELECTIONS, shall be nominated and elected as Directors
of the Board, but not for any office, with rights and powers of Directors set
forth in the By-Laws.
5. Multiple
Representation: An associate member
may acquire multiple representation in the Association by subscribing to its
financial support an amount fixed from time to time by the Board of Directors
for such purpose. For each such
amount subscribed the associate member shall be entitled to name an additional
representative within his or its organization.
6. Other
Members:
A. Hall of Fame Member: A member is eligible
to become a Hall of Fame Member if the member has served as President of the
Association, served on the Board of Directors for at least 5 years, served as a
committee chair or committee member and is in good standing in the Association. A member may become a Hall of Fame
Member upon approval of the Board of Directors on the recommendation by the
Membership Committee. During the
lifetime of a Hall of Fame Member, said member shall have all of the rights and
privileges of a Member, including the right to vote. The status of a Hall of Fame Member
shall continue after the death of such a member.
B. Lifetime Member: A member is
eligible to become a Lifetime Member if the member has retired from active
participation in the industry and was in good standings with the Association. A member may become a Lifetime Member
upon approval of the Board of Directors on the recommendation by the Membership
Committee. During the lifetime of a
Lifetime Member, said member shall have all the rights and privileges of a
Member, including the right to vote.
A deceased Lifetime Member may become an Honorary Member.
C. Honorary Member: A deceased member
is eligible to become an Honorary Member.
A deceased member may become an Honorary Member, upon approval of the
Board of Directors, on the recommendation by the Membership Committee.
D. Lifetime Associate Member: An associate
member is eligible to become a Lifetime Associate member if an associate member
has retired from active participation in the industry, served on the Board of
Directors for at least 5 years; and served as a committee chair or committee
member and was in good standing with the Association. An associate member may become a
Lifetime Associate Member upon approval of the Board of Directors on the
recommendation by the Membership Committee.
ARTICLE II
ELECTION OF MEMBERSHIP
1.
APPLICATION: Every applicant for membership shall
file an application with the Board of Directors in such form and setting forth
such information as may be required by the Board. Every application shall be accompanied
by the required initiation fee.
2.
Every application for membership shall be
referred to the Membership Committee, which committee shall submit its
recommendation to the Board of Directors.
A concurring vote of two-thirds of the members of the Board of Directors
present at the meeting shall be necessary for election of an applicant for
membership.
ARTICLE III
MEMBERSHIP MEETINGS
1. MEETINGS: The annual meeting and scheduled
meetings of the membership shall be held at such hour, place and date as may be
fixed by the Board of Directors.
2. SPECIAL
MEETINGS: A special meeting of the
membership may be called by the President, or by a majority of the Board of
Directors or by five members whose request therefore is set forth in writing
directed to the President. Such
writing shall contain a statement of the purpose of such meeting. At least seven days prior to the date
fixed for the holding of any meeting of the membership, written notice of the
time and place thereof shall be mailed to each member, including associate
members. Such notice shall set
forth a statement of the purpose of the meeting and business not mentioned
therein shall not be transacted at such meeting. In the case of special meetings, the
Board of Directors shall have the power to dispense with the requirement of
written notice and direct that notice thereof may be given orally.
3. QUORUM: Fifteen members present in person and
entitled to vote shall constitute a quorum at any meeting of the membership.
ARTICLE IV
INITIATION FEE AND DUES
1.
INITIATION FEE: The initiation fee for membership shall
be determined by the Board of Directors but such fee shall not be less than
$25.00.
2.
REINSTATEMENT FEE: The reinstatement fee of a former member
who resigned while in good standing shall be not less than $25.00.
3.
DUES:
The schedule of dues payable by members and associate members shall be
determined by the Board of Directors but such dues shall not be less than the
following:
a. Members: Building and Contracting Business -
$44.00 per month plus $0.50 per month for each employee of the member appearing
on the payroll nearest the 15th of each month.
b. Associate
Members: $250.00 a year.
c. Dues
for additional representation shall be not less than $17.50 per month per
additional representative from a building and contracting business, and $105.00
per year per additional representative for associate members.
4.
DEFINITION:
The term “employee appearing on payroll” means all employees
on the payroll in the
ARTICLE
V
RESIGNATION
Any member may resign by
communicating his resignation in writing to the Association. Upon receipt by the Association of such
resignation, the interest of such member in the Association or in its assets
shall immediately cease and terminate.
However, such member is obligated to pay to the Association any dues in
arrears or any other indebtedness.
ARTICLE
VI
DELINQUENT
MEMBERS
A member shall become
delinquent if dues are not paid when due and payable. Delinquency may constitute grounds for
expulsion of a member. The Board of
Directors shall adopt a policy covering delinquency of membership dues.
ARTICLE VII
DISCIPLINE, SUSPENSION AND EXPULSION
1. CAUSES: For any violation of these by-laws, or
of any rule, regulation or policy adopted by the membership or the Board of
Directors, a member may be suspended or expelled by a two-thirds vote of the
Board of Directors present at a meeting.
The vote shall be by secret ballot.
2. HEARING: No member shall be suspended or removed
until he has been given opportunity to respond to the accusations made against
him. The Board of Directors shall
investigate all complaints made against a member.
3. WRITTEN
ORDER: The order of suspension or
expulsion, stating the time thereof, shall be in writing and filed with the
records of the Board of Directors.
A copy of such order shall be posted upon the bulletin board in the
association’s office for a period of three weeks.
4. LEGAL
LIABILITY: Suspension or expulsion
shall not relieve a member from any legal liability which may exist in favor of
the association.
5. REINSTATEMENT: An expelled member shall not be eligible
to apply for membership for at least one year after the date of his expulsion.
6. APPLICABILITY: The provisions of this Article are not
applicable to dismissal from membership for nonpayment of dues.
ARTICLE
VIII
DIRECTORS
1.
POWERS:
The Board of Directors shall have general control of the business and
affairs of the association, and shall have the right to exercise all powers
that may be exercised or performed by the association under the law, its
charter and the by-laws, including the power and authority to divide members
into classes (divisions) and to prescribe the power and duties of each
division. Each division shall
exercise its powers and perform its duties in the manner prescribed by the
Board of Directors and these by-laws.
2.
MEMBERSHIP:
The Board of Directors shall consist of sixteen members and four
associate members.
a. The
sixteen members shall include the President, First Vice-President, Second
Vice-President, Secretary, Treasurer and the Immediate Past President. The ten remaining directors shall
consist of five directors holding over from the previous year who shall serve
out the remainder of the two year term for which they were elected and five
directors who shall be elected by ballot at the next annual election for a term
of two years.
b. The
associate members shall also be elected by ballot and shall serve for a term of
two years or until their successors are chosen. Two associate members shall be elected
at each annual election.
3.
VACANCIES:
Vacancies shall be filled by appointment made by the remaining
directors. The term of any director
so appointed shall be for the unexpired portion of the term of the director he
has replaced or until his successor has been chosen. When a director has failed to attend
three consecutive meetings of the board without cause satisfactory to the
board, his office shall be declared vacant. Whenever a director anticipates that he
will be absent from three or more consecutive meeting of the board, he may so
advise the board. Whereupon the
board may appoint a director to serve in his absence.
4.
MEETINGS:
Regular meetings of the Board of Directors shall be held monthly and at
such time as the President shall fix.
Special meetings may be called by the President or any five directors
upon two days notice to each director.
A majority of the directors shall constitute a quorum.
5.
WRITTEN CONSENT: Any action that may be taken at a
meeting of the Board of Directors shall be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the
directors.
6.
COMMITTEES:
The Board of Directors shall have power to create such committees and to
designate as members thereof such persons as it shall determine, and to confer
upon such committees such powers as may by resolution be set forth for the
purpose of carrying on or exercising any of the powers of the Association not
contrary to its character or these By-Laws.
ARTICLE IX
OFFICERS
1.
PRESIDENT:
The President shall be the chief executive officer of the
Association. The President shall
preside over all meetings of the Executive Committee, Board of Directors and of
the membership. The President shall
have the general powers and duties of supervision and management usually vested
in the office of president of a corporation. The President shall be allocated an
annual allowance, as set by the Board of Directors, as and for expenses
directly connected with the Association’s business and the office of
presidency, but such allowance shall not be more than $1,000. The outgoing President shall, at the
first meeting of the newly elected Board of Directors of the Association,
account for all expenditures covered by the annual allowance by submitting a
written report. The outgoing
President may in such report or by prior request to the Board of Directors,
submit a claim for expenditures in excess of the annual allowance. The Board of Directors may consider such
request and if, and to the extent that such additional expenditures appear to
the Board of Directors to have been actually, directly and necessarily incurred
by the President for the benefit of the Association, the Board of Directors may
authorize reimbursement for such additional amounts.
2.
VICE-PRESIDENT: In the absence or disability of the
President, or if the office is vacant, the First Vice-President shall perform
the duties of the President, and in the absence or disability of the President
and the First Vice-President, or both offices are vacant, the Second
Vice-President shall perform the duties of the President, and in the absence or
disability of the President and both Vice-Presidents, or if these offices are
vacant, the Board of Directors shall designate a director to perform such
duties.
3.
SECRETARY: The Secretary shall keep the minutes of
all meeting. He shall keep an
up-to-date list of members and a record of attendance at all meetings. The Secretary shall read the minutes of
previous meetings at the request of the President at any meeting of this
organization. He shall receive all
correspondence and convey its contents to the Board of Directors and make
replies or such correspondence as may be required or as directed by the Board
of Directors. He shall read all
correspondence that might be directed, or of special concern, to the members of
the organization at a regular meeting.
4.
TREASURER:
The Treasurer shall have general supervision of the monies of the
Association and responsibility for their deposit in the name of the Association
with a bank or banks to be approved by the Board of Directors. He shall make disbursements by check and
as authorized by the Board of Directors.
5.
EXECUTIVE DIRECTOR: The Executive Director shall perform
such duties and exercise such powers as are required of him by the President
and the Board of Directors. He
shall perform or direct the administrative work of the Association. His compensation shall be fixed by the
Board of Directors.
6.
AUTHORIZED SIGNATURE: Authorized signatures for withdrawal of
funds on deposit with banks, shall be the President, First Vice-President,
Second Vice-President, Secretary and the Treasurer. All authorized checks shall be signed by
combination of any two (2) authorized signatures.
ARTICLE
X
NOMINATIONS
1.
At least sixty (60) days prior to the annual
meeting of the Association, the President shall appoint a committee of five
members to nominate officers and directors. This committee shall designate the First
Vice-President as candidate to be voted as President; the Second Vice-President
as candidate to be voted for First Vice-President; one member as candidate for
office for Second Vice-President; one member as candidate for the office of
Secretary; one member as candidate for the office of Treasurer; ten members as
candidates for the five member vacancies on the Board of Directors; and four
associate members as candidates for the two associate member vacancies on the
Board of Directors.
2.
The nomination made by the Nominating Committee,
or by majority thereof, shall be filed at least twenty-five (25) days before
the day of election. Notice of such
nomination shall immediately be mailed or faxed to members at their last known
business or residence address. Other
members of the Association may also make nominations for officers and
directors, such nominations to be filed with the Nominating Committee at least
twenty-four (24) days before the election.
No nominations shall be considered except those made in the manner
herein above provided.
ARTICLE
XI
ELECTIONS
1.
The officers, except the Executive Director and
the six holdover directors, shall be elected annually by ballot from names
presented by the Nominating Committee or by independent nomination as provided
in Article X.
2.
At least fifteen (15) days before the day of
election, there shall be sent to each member entitled to vote, a ballot with
return envelopes. The ballot shall
contain all nominations. The name
of nominees for each office shall be arranged alphabetically.
3.
Each voter shall indicate his choice by making a
cross (X) opposite the name of each candidate voted for. The ballot shall be placed in the blank
envelope provided for that purpose, sealed and enclosed in the mailing envelope
furnished for that purpose, and then mailed or delivered to the
Association’s office.
4.
A ballot box shall be provided in the
Association’s office and it shall be open from the date of mailing of the
ballots until 4:00 p.m. ten (10) days prior to the annual meeting. All voting shall be done by mail or in
person by secret ballot in conformity with such additional rules and
regulations as the Board of Directors may adopt, but such rules and regulations
shall insure and preserve the secrecy of the ballot. No proxies shall be allowed.
5.
The President shall appoint at least two judges
of election and the Executive Director shall furnish them with a list of all
members entitled to vote. The
mailing envelopes containing the ballots shall be delivered to the judges
unopened. The judges shall open the
mailing envelopes and verify the names of members eligible to vote. All ballot envelopes received from
ineligible members shall be returned to the sender with a statement as to the
reason therefore. The mailing
envelopes shall be destroyed and thereafter the ballot envelopes shall be
opened. The judges shall count the
votes and then prepare a signed statement showing a number of votes cast for
each candidate.
6.
The judges shall report the results of the
election to the annual meeting.
Those candidates receiving a plurality of votes cast shall be declared
elected to their respective offices.
In the case of a tie vote affecting the results, the judges shall cast
lots and certify as elected the person or persons whom the lot determines.
7.
Each officer elected shall assume the duties of
his office.
ARTICLE XII
COMMITTEES
1. The President shall, within thirty
days after election, by and with the advice and consent of the Board of
Directors, appoint members of the following standing committees to serve for
one year:
Labor
and Industrial Relations
Legislative
Membership
Safety
and Accident Prevention
Program
Office
Management
Finance
and Audit
Welfare
Environment
Economic
Development
The
number of members of each standing committee shall be determined by the Board
of Directors.
2. The President, with the approval of
the Board of Directors, may at any time appoint special committees for any
purpose connected with the Association, and prescribe their powers and duties,
irrespective of whether such purpose, powers and duties come within the
province of any other committee.
3.
A majority of the members of each committee
shall constitute a quorum.
4.
No standing or special committees shall have
power to bind the corporation by any action without first having the approval
of the Board of Directors. Copies
of all correspondence conducted by any committee in connection with the work of
the Association and all documents shall be transferred to the
Association’s files for reference and information.
5.
The President shall have the power, with the
approval of the board, to discharge members of any special or standing
committee for failure to carry out its duties and the President shall appoint,
subject to the approval of the Board of Directors, new members to any committee
so discharged. All special
committees, unless otherwise ordered, shall be considered discharged when their
reports have been submitted to and accepted by the Board of Directors.
6.
Resignations from standing or special committee
shall be in writing and addressed to the President. Failure of any member to attend three
consecutive meetings of a committee, without just cause, may be considered by
the president as a resignation.
ARTICLE
XIII
DUTIES
OF STANDING COMMITTEES
All standing committees shall
perform the duties prescribed of them by the Board of Directors. In addition thereto, they shall perform
the duties set forth in this Article.
1.
LABOR AND INDUSTRIAL RELATIONS COMMITTEE: The Labor and Industrial Relations
Committee shall review and make recommendations concerning problems affecting
the relations of employers and employees in the construction industry.
2.
LEGISLATIVE COMMITTEE: The Legislative Committee shall review
and make recommendations pertaining to laws, ordinances, acts and codes
affecting the building and contracting industry.
3.
MEMBERSHIP COMMITTEE: The Membership Committee shall
investigate all applicants and submit a report with recommendations for
increasing the membership and attendance at meetings of the Association.
4.
SAFETY AND ACCIDENT PREVENTION COMMITTEE: The Safety and Accident Prevention
Committee shall study and report to the Board of Directors upon matters
pertaining to safety methods and accident prevention for the protection of all
persons within the building and contracting industry.
5.
PROGRAM COMMITTEE: The Program Committee shall be
responsible for the arrangements for the scheduled and annual meetings of the
membership.
6.
OFFICE MANAGEMENT COMMITTEE: The Office Management Committee shall be
responsible for the overall management of the HICA offices.
7.
FINANCE AND AUDIT COMMITTEE: The Finance and Audit Committee shall
review the financial condition and requirements of the Association and with the
assistance of the manager prepare and submit an annual budget to the Board of
Directors.
8.
WELFARE COMMITTEE: The Welfare Committee shall keep the
Association advised of the need for assistance for members of the Association
both active and retired.
Appropriate actions will be taken by the committee in accordance with
current policies pertaining to welfare assistance. In addition this committee will also
inquire into the health of those members who may be indisposed or in need of
assistance and will do whatever they can to assist those members and they will
report to the Association their actions and recommendations in these cases.
9.
ENVIRONMENTAL COMMITTEE: The Environmental Committee shall keep
the Association informed on current laws, rules and regulations pertaining to
environmental controls. The
committee shall coordinate its efforts with other environmental committees in
the State.
10. ECONOMIC
DEVELOPMENT COMMITTEE: The Economic
Development Committee shall study and report to the Board of Directors on
matters pertaining to the Economic Development of the County of Hawaii and the
State of Hawaii. Coordination with
other private groups, Associations, and with the County and State agencies is
an integral part of the committee’s duties.
ARTICLE
XIV
SEAL
The Association shall have a
seal of such design as the Board of Directors may adopt. The said seal shall be in custody of the
Executive Director and shall be affixed by him to membership cards and such
other documents as directed by the Board of Directors.
ARTICLE
XV
EMBLEM
Members may use the emblem of
the Association on their stationery, buildings, job signs, equipment and
elsewhere, but may not employ it in any grotesque or facetious fashion or in
any manner that will reflect adversely upon the dignity or prestige of the
Association. Use of the emblems for
other purpose may be authorized by the Board of Directors.
ARTICLE
XVI
DIVISIONS
1.
Every division created by the Board of Directors
shall be for the purpose of furthering the interest of the Association and of
the public. Each division shall
exercise its powers and perform its duties as provided in these By-Laws and in
the resolution of the board creating such division.
2.
The officers of a division shall be the Chairman
and Vice-Chairman who shall be elected at the annual meeting of the
division. Officers shall hold
office until the next annual meeting or until their successors are elected.
3.
The affairs of a division shall be administered
by and executive committee. The
number of members of the committee shall be fixed by the Board of Directors at
the time of creation of the division and such number may be altered from time
to time by the board. Members of
the executive committee shall be appointed by the Chairman of the committee for
one year or until their successors are appointed.
4.
The committee shall have power to make rules and
regulations to effectuate the purposes of the division. A majority of the committee shall constitute
a quorum for the transaction of business.
The committee shall have power to take final action on all matters
within its jurisdiction, except that on the written request of ten members of
the division any action taken by the committee shall be submitted to the
membership of the division for approval or rejection at a special meeting
called for such purpose. At least
forty-eight hours written notice shall state the purpose of the meeting. A vote of the majority of the members at
the special meeting shall be controlling upon the committee, provided that at
least fifteen members are present.
Any vacancy in the office of the Chairman and Vice-Chairman shall be
filled by the executive committee.
The person appointed to fill such vacancy shall hold office until the
expiration of the term of his predecessor.
5.
The Chairman, with the approval of the executive
committee may appoint committees from time to time for any purpose and
prescribe their powers and duties. The Chairman shall have power to discharge
any committee when in his discretion, it has failed to carry out its
duties. He shall appoint, with the
approval of the executive committee, new members to any committee so
discharged. All committees, unless
otherwise ordered, shall be considered discharged when their reports have been
submitted to and accepted by the executive committee.
6.
A division may appoint a Manager if approval is
given by the Board of Directors.
The Manager performs such duties as the executive committee may
designate. The Executive Director
of the Association may serve as Manager of the committee.
7.
The annual meeting of a division shall be held
at the hour, place, and time designated by the Chairman with the approval of
the executive committee. Other
meetings of the division may be called at the hour, date and place designated
by the Chairman. Fifteen members
shall constitute a quorum for the transaction of business at any meeting of the
membership of the division.
8.
A nominating committee consisting of five
members shall be appointed by the Chairman at least thirty days prior to the
annual meeting of the division.
This committee shall designate the Vice-Chairman as candidate to be
voted for as Chairman; and two members as candidates for Vice-Chairman.
9.
The nominations made by the committee of five,
or by a majority thereof, shall be filed at least three weeks before the day of
election, and notice of such nominations shall immediately be mailed to members
at their last known business or residence address. Other members of the division may also
make nominations for the office of Vice-Chairman, such nominations be filed
with the Executive Director of the Association at least fifteen days before the
election. Notice of such additional
nominations shall immediately be mailed to members at their last known
address. No nominations shall be
considered except those made in the manner herein above provided.
10. The
officers shall be elected annually by ballot from names presented by the
nominating committee, or by independent nominations as herein provided. Election shall be by ballot conducted in
the same manner as outlined in ARTICLE XI.
In that same manner the Chairman shall appoint at least two judges of
election and the judges shall report the result of the ballot to the annual
meeting. In case of a tie vote
affecting the result, the judges shall cast lots and certify as elected the
person whom the lot determines.
Each officer elected shall assume the duties of his office.
11. No
action taken by an executive committee or the membership of any division shall
be binding upon the Association unless ratified by the Association in the
manner provided in these By-Laws.
ARTICLE
XVII
INDEMNIFICATION
(1) “Agent”
means any person who is or was a director, officer, employee or other agent of
the corporation, or was a director, officer, employee or agent of a corporation
which was a predecessor corporation of the corporation.
(2) “Expenses”
includes without limitation, attorneys’ fees and any expenses of
establishing a right to indemnification under Paragraph 3 or Paragraph 4.
(3) “Proceeding”
means any threatened, pending or completed action or proceeding whether civil,
criminal, administrative or investigative.
1.
The corporation may indemnify any person who has
or is a party or is threatened to be made a party to any proceeding (other than
an action by or in the right of the corporation) by reason of the fact that
such person is or was an agent of the corporation, against expenses,
judgements, fines, settlements and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any
proceeding by judgement, order, settlement, conviction, or upon a plea of nolo
contendré or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interest of the
corporation or that the person had reasonable cause to believe that the
person’s conduct was unlawful.
2.
The corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of the corporation to procure a judgement
in its favor by reason of the fact that such person is or was an agent of the
corporation, against expenses actually and reasonably incurred by such person
in connection with the defense or settlement of such action if such person
acted in good faith and in a manner such person reasonably believe to be in or
not opposed to the best interest of the corporation and, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person’s duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability by in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnify for such expenses which such court shall
deem proper.
3.
To the extent that an agent has been successful
on the merits or otherwise in defense of any proceeding referred to in
Paragraph 1 above or Paragraph 2 above, or in defense of any claim, issue or
matter therein, the agent shall be indemnified by the corporation against
expenses actually and reasonably incurred by the agent in connection therewith.
4.
Any indemnification under Paragraphs 1 or 2
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the agent is proper in the circumstances
because the agent has met the applicable standards of conduct set forth in
Paragraphs 1 or 2. Such determination
shall be made as follows:
(1) By the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such proceeding; or
(2) If such
quorum is not obtainable, or, even if obtainable, if a quorum is disinterested
directors so directs, by independent legal counsel; in a written opinion; or
(3) By the
members of the corporation.
5.
Expenses incurred in defending any proceeding
may be paid by the corporation in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay
such amount unless it shall ultimately be determined that the agent is entitled
to be indemnified by the corporation as authorized in this section.
6.
The indemnification provided by this section
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any agreement, vote of stockholders or 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 has ceased to be an agent and shall insure to the
benefit of the heirs, personal representatives and administrators of such a
person.
7.
This section does not apply to any proceeding
against any trustee, investment manager or other fiduciary of any employee
benefit plan in such person’s capacity as such, even though such person
may also be an agent of the employer corporation as defined in subsection
(a). Nothing contained in this
section shall limit any right to indemnification to which such a trustee,
investment manager or other fiduciary may be entitled by contract or otherwise.
ARTICLE
XVII
AMENDMENTS
These By-Laws may be amended or
new By-Laws adopted by an affirmative vote of two-thirds (2/3) of the voting
membership (in person or by proxy), at any meeting duly called and held. Notice of such meeting shall state that
a purpose of said meeting is to consider the amendment or adoption of the
By-Laws. Copies of the proposed
amendments or new By-Laws shall be mailed or faxed to each of the members and a
copy shall be posted on the bulletin board of the Association at least ten (10)
days immediately preceding the meeting.
The foregoing By-Laws were
adopted this 21st day of July, 1988 and were subsequently amended on
May, 1994 and October 15, 1998.
I, ROBERT M. YAMADA II,
Secretary of the
[signed]
Robert M. Yamada II
Secretary
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