BY-LAWS OF THE

HAWAII FOOD MANUFACTURERS ASSOCIATION

 

ARTICLE I - NAME

 

The name of this organization shall be "Hawaii Food Manufacturers Association," hereinafter referred to as HFMA.

 

ARTICLE II - PRINCIPAL OFFICE

 

The principal office of the HFMA shall be in Honolulu, Hawaii, and the mailing address of HFMA shall be P. O. Box 30812, Honolulu, Hawaii 96820.

 

ARTICLE III - PURPOSES

 

The purposes of HFMA shall be:

 

A.  To bring together manufacturers and processors of Hawaii produced or manufactured food products in a mutual effort to increase the size, scope, knowledge, and potential of the food manufacturing industry operating within the state of Hawaii through research, education, and cooperation.

 

B.  To devise, promote, and teach cooperative methods and practices to develop and expand the market throughout the world for Hawaii grown, manufactured or processed products.

 

C.  To define, promote, and improve ethical standards of conduct among its members to the end that products produced in Hawaii will have maximum levels of acceptance throughout the world.

 

ARTICLE IV - POWERS

 

HFMA, by and through its Board of Directors, shall have the power to enter into contracts; to conduct promotional activities in or by any suitable manner or media; to participate in trade shows in Hawaii or elsewhere; to hold such property as may be necessary to accomplish its purposes; to establish chapters on other islands where there are sufficient HFMA members; to engage in fund-raising activities; and to engage in such other activities as may be necessary to effectuate the purposes described above.

 

ARTICLE V - CHAPTERS

 

HFMA may have chapters whose officers and members have the same rights and obligations as those of the HFMA, except that officers of Chapters may commit only the Chapter to activities and contracts, and may expend only funds designated exclusively for the Chapter.

 

 

ARTICLE VI - MEMBERSHIP

 

Section A.  Individual Members.  Any man or woman who is engaged in manufacturing or processing foods in Hawaii and is licensed to do business by the State of Hawaii is eligible to become a member of the HFMA, with full voting rights and other privileges.

 

Section B.  Business Members.  Any firm, corporation or other business entity engaged in manufacturing or processing of food products in Hawaii and licensed to do business by the State of Hawaii is eligible to become a member of HFMA.  Such Business Member may designate a representative who may serve as an HFMA officer or director and who may exercise the Business MemberŐs full voting rights and privileges on behalf of such Business Member.

 

Section C.  Associate Members.  Individuals or business entities who are not engaged in the manufacturing or processing of food products in Hawaii, but support the HFMA's purposes are eligible to become associate members of HFMA. Associate members are ineligible to vote or be an HFMA officer or director, except in cases where there is no eligible manufacturer members available to serve as an officer or director. In that case no more than two officers can be associate members.

 

Section D.  Applications.

 

1.  Individual and Business Members.  Each such applicant shall submit a written application in a form approved by the Board of Directors and accompanied by evidence of a General Excise Tax License issued by the State of Hawaii Department of Taxation. 

 

2.  Associate Members.  Each applicant shall submit a written application in a form approved by the Board of Directors.

 

3.  Content of Application Forms.  The application shall be on a form prescribed by the Board of Directors, and shall include, but not be limited to, the applicantŐs name; type or nature of business; business address and phone number; and an agreement to comply with the By-Laws of the HFMA.

 

Section E.  Action on Application.  Applications will be reviewed and acted upon by the membership committee.  Prior to recommending approval, at least one member of the membership committee or Board of Directors shall personally visit the applicant's place of business to ensure that the applicant qualifies for individual or business membership.  The membership committee shall submit its recommendation to the Board of Directors which will decide whether to accept the applicant as a member.

 

Section F.  Voting.  Each individual member and the designated representative of each business member in good standing shall be entitled to one vote in the affairs of the HFMA.  The term Agood standing@ means that the member is not delinquent in any financial obligation to the HFMA and whose membership is not suspended at the time of the election.

 

Section G.  Suspension or Termination of Membership.  The Board of Directors, upon recommendation of the Treasurer, may suspend the membership of any member who is delinquent, for more than four (4) months, in the payment of any financial obligation, including dues, to the HFMA.  The Board of Directors, upon recommendation of the Treasurer, may terminate the membership of any member who is delinquent, for more than six (6) months, in the payment of any financial obligation, including dues, to the HFMA.

 

Section H.  Reinstatement of Membership.  A member who has been suspended or terminated for delinquency in financial obligations to the HFMA may be reinstated upon payment of all delinquent and current obligations, and a reinstatement fee in an amount determined by the Board of Directors.

 

Section I.  Discipline. 

 

1.  Any member, for any act or conduct which in the judgment of the Board of Directors is injurious to the best interests of the HFMA, may either be suspended for a period of up to one (1) year, or removed from membership in the HFMA upon a majority vote at any meeting of the Board of Directors at which not less than fifty percent (50%) of the members of the Board of Directors are present.

 

2.  Before any action is taken upon any suspension or removal of any member, notice containing a copy of the charges against such member shall be served upon such member at the  business address of record at least fifteen (15) days prior to the date when the Board of Directors proposes to act upon such charges.  Said member shall be allowed to appear before the Board of Directors to present a defense against such charges.  The action of the Board of Directors shall be in writing.  Any member who is asked to resign or is removed for cause will not be eligible to apply for membership in the HFMA until after the expiration of twelve (12) months following resignation or removal.

 

ARTICLE VII - DUES AND ASSESSMENTS

 

Section A.  Amount of Dues.  The annual dues required for membership in the HFMA shall be determined by the Board of Directors.  Dues shall be the same for members within each category of membership.  The amount of dues may be changed from year to year.  First-year dues for members joining after the start of the fiscal year shall be pro-rated on the basis of full months of membership.

 

Section B.  Dues Payable.  Annual dues shall be due and payable at the beginning of each fiscal year except in the case of new members whose dues shall become payable upon approval of their membership application.

 

Section C.  Assessments.  With the approval of the Board of Directors, active members may be assessed a pro-rata share to cover the cost of programs developed in pursuit of the HFMA's purposes.  Associate members may be assessed a pro-rata share to cover the cost of programs if they shall benefit from the project as determined by the Board of Directors.

Section D.  Suspension for Nonpayment.  If dues or other financial obligations owed to HFMA remain unpaid by any member for a period of four (4) months, the Treasurer shall promptly notify such member in writing of the delinquency at the memberŐs last known business address, and shall also notify the Membership Committee.  Within one (1) month of such notice, the Committee shall investigate, and if it should find that no satisfactory cause exists for the delinquency, the Committee may recommend that the Board of Directors suspend the member.

 

Section E.  Termination for Nonpayment.  If such dues or other financial obligations owed to HFMA remain unpaid by any member for a period of six (6) months, the Treasurer shall promptly notify the member in writing of the delinquency, and shall also notify the Membership Committee.  Within one (1) month of such notice, the Committee shall investigate, and if it finds that no satisfactory cause exists for the delinquency, the Committee may recommend that the Board of Directors terminate the membership.

 

ARTICLE VIII - MEETINGS

 

Section A.  General Membership.  There shall be at least four (4) membership meetings each year at a date, time, and place to be determined by the President.  The June meeting shall be designated the Annual Meeting.

 

Section B.  Board of Directors.  There shall be at least four (4) Board of Director meetings each year, or more frequently as may be necessary, at a date, time, and place determined by the President.

 

Section C.  Committees.  Committees shall meet at a date, time, and place determined by the chairperson and at a frequency sufficient to fulfill the duties assigned to that committee.

 

Section D.  Quorum.

 

1.  Membership Meetings.  Twenty percent (20%) of the individual and business members in good standing shall constitute a quorum for the purposes of actions requiring membership approval.

 

2.  Board of Director Meetings.  A majority of the Board of Directors shall constitute a quorum.

 

3.  Quorum Determination.  Such quorum shall be determined by count of the individual and business members in good standing present.  Proxies shall not be counted in determining a quorum.  No business shall be transacted if a quorum is not present.

 

Section E.  Order of Business.  The order of business at all meetings shall be generally as follows:

 

1.  Call to Order

2.  Reading and Approval of Minutes

3.  TreasurerŐs Report

4.  Communications and Announcements

5.  Committee Reports

6.  Old Business

7.  New Business

8.  Program/Speaker

9.  Adjournment

 

The officer presiding at the meeting, at his or her discretion, may take business out of the specified order, giving due consideration for scheduling of guests or speakers.

 

Section F.  Rules of Proceedings.  Except as otherwise provided in these By-Laws, all questions of order or procedure with respect to any meeting or action of the HFMA and its Board of Directors shall be determined in accordance with ÓRoberts Rules of Order, RevisedÓ to the extent that the same does not conflict with these By-Laws.

 

ARTICLE IX - OFFICERS

 

Section A.  Officers.  The officers of the HFMA shall be a President, Vice President, Secretary, and Treasurer.

 

Section B.  President.  The President shall be the chief executive officer of the HFMA.  The President shall preside at the Board of Director and membership meetings of the HFMA.  The President shall execute contracts approved by the Board of Directors.  The President shall, at the Annual Meeting and at such other times as he shall deem proper, communicate to the Board of Directors or to the members such matters which relate to the welfare of the HFMA.  The President shall perform such other duties that pertain to the office of the President and that the Board of Directors may prescribe.

 

Section C.  Vice President.  The Vice President shall preside over meetings in the absence of the President and shall perform such other duties that the President, with the approval of the Board of Directors, may prescribe. The Vice President will automatically assume the role of President when his/her term of Vice President is complete.

 

Section D.  Secretary.  The Secretary shall be responsible for the keeping of the minutes of all meetings, the care and custody of the records of such meetings, and the giving of all notices required by these By-Laws.

 

Section E.  Treasurer.  The Treasurer, except as the Board of Directors may otherwise direct, shall be responsible for the financial affairs of the HFMA; the care and custody of the monies, funds, and other valuable papers and documents of the HFMA; the keeping of all financial books of the HFMAŐs transactions, which shall be and remain the property of the HFMA: the filing of all exhibits, tax returns, and reports required by law to the appropriate federal, state, and municipal agencies; and the making and rendering to the Board of Directors such reports and financial statements as it may request.

 

Section F.  Term of Office.  The officers of the HFMA shall for a term of one (1) year, beginning on July 1 of the year in which elected.  No officer may serve consecutive terms in the same office.

 

Section G. Check Signing Authority Any two of the President, Vice President, or Secretary shall be authorized to sign checks and transfer funds between entities on behalf of the HFMA.

 

ARTICLE X - BOARD OF DIRECTORS

 

Section A.  Board Members.  The members of the board of directors shall include the President, Vice President, Secretary, Treasurer, five Directors, and the Presidents of HFMA Chapters.

 

Section B.  Quorum.  The presence of the majority of the Board of Directors shall constitute a quorum at any board meeting for decision-making. Neighbor Island directors may vote by proxy.

 

Section C.  Powers and Duties.  The powers of HFMA shall be vested in the Board of Directors to the fullest extent permitted by the laws of the State of Hawaii.  The Board of Directors shall have general charge of the affairs, funds, and property of HFMA, and shall have full power, and it shall be their duty, to enforce the By-Laws.  In addition to these powers and duties, expressed and implied, set forth elsewhere in these By-Laws, the Board of Directors shall have the following powers and duties:

 

1.  Conduct, manage, and control the affairs and business of HFMA, including the establishment of dues, assessments, and fees for members.

 

2.  Approve of all new business and policies, which have been duly submitted to and considered by the Board of Directors.

 

3.  Authorize all expenditures and create no indebtedness beyond the current cash balance nor authorize disbursal of funds for purposes inconsistent with the policies authorized by the Board of Directors.

 

4.  Receive no salary or other compensation or expense money for their services, but may be reimbursed for all funds advanced on behalf of HFMA.

 

5.  Manage and control the property belonging to HFMA.

 

6.  Create or terminate committees by a majority vote of the Board of Directors.

 

7.  Establish HFMA chapter offices in any place in the state of Hawaii where there are sufficient individual and business members.

 

Section D.  Term of Office.  The directors of the HFMA shall serve for a term of one year, beginning on July 1 of the year in which elected.

 

ARTICLE XI - NOMINATIONS AND ELECTIONS

 

Section A.  Nominations.

 

1.  At least sixty (60) days prior to the biennial election, the President shall appoint a nominating/election committee of three (3) members to nominate candidates for officers and directors to serve a two-year term.

 

2.  The nominating committee shall file the names of the candidates with the Board of Directors at least forty (40) days prior to the election.  The Secretary shall notify the candidates of their nomination within three (3) days after filing.

 

3.  Nominations for candidates may also be made upon petition of ten (10) HFMA members in good standing; provided, that such petition is filed with the Board of Directors at least thirty (30) days before the election date.  The Secretary shall notify the candidates of their nomination within three (3) days after filing.

 

4.  A written ballot containing the names of all candidates and the offices for which they have been nominated, together with ballot and  return envelopes, shall be mailed to each member at least twenty (20) days prior to the Annual Meeting.  Appropriate instructions on two-envelope voting shall also be enclosed in that mailing.

 

5.  On the day of the Annual Meeting, the election committee shall verify the unopened return envelopes against the membership list.  All verified return envelopes shall be opened, the ballot envelopes shall also be opened, then all ballots shall be counted.  The candidates for the respective elective offices receiving the most votes shall be declared elected.  In case of a tie vote, the issue shall be determined by lot.  The results of the election shall be announced as soon as practicable after tabulation of the votes.

 

Section B.  Qualifications of Candidates.

 

1.  Officers.  In order to be nominated for election as an officer, the candidate must be in good standing as well as attended two-thirds of the membership meetings and participated in a majority of HFMA projects for the preceding two years.

 

2.  Directors.  In order to be nominated for election as a director, the candidate must be  in good standing as well as attended half of the membership meetings and participated in a majority of HFMA projects for the preceding two years.

 

Section C.  Elections.

 

1.  Each member in good standing, whether individual members or the designated representative of a business member, shall be entitled to one vote for each office and for each directorship.  Cumulative voting is not permitted.

 

2.  Determination of good standing shall be made by the Treasurer, who shall assist the nominating/election committee.

 

3.  Election shall be by secret ballot unless only one candidate is nominated for any one office, in which event a unanimous vote shall be recorded.

 

Section D.  Ineligibility for Nomination or Voting.    No person who is delinquent in the payment of dues or other financial obligations owed to HFMA shall be nominated for office or allowed to vote in the election.

 

ARTICLE XII - REMOVALS, VACANCIES, AND ABSENCES

 

Section A.  Removals.  Any officer or director may be removed from office for good cause by two-thirds vote of the members in good standing.

 

Section B.  Vacancies.

 

1.  Each officer and director shall attend at least seventy-five percent (75%) of all Board of Director meetings, and shall not miss two consecutive Board meetings.  If an officer or director fails to meet the attendance requirements, then such individual shall be deemed to have resigned his or her office, and such office shall be treated as being vacant.

 

2.  If the office of President shall become vacant for any reason, the Vice President shall perform the duties of the President for the unexpired term as well as the duties of Vice President.

 

3.  If any office other than that of the President shall become vacant for any reason, a successor to hold such office for the unexpired term shall be appointed by the President, subject to the approval of the Board of Directors, unless otherwise provided in these By-Laws.

 

Section C.  Absences.

 

1.  During any period in which the President is absent from Oahu or unable to perform the duties of that office because of disability or other personal reasons, the Vice President shall perform the duties of the absent President as well as the duties of Vice President.

 

2.  During any period in which an officer other than the President is absent from Oahu or unable to perform the duties of office because of disability or other personal reasons, the President may appoint, with the approval of the Board of Directors, a temporary replacement from the Board of Directors to fill the absent officer's position.

 

                                                    ARTICLE XIII - COMMITTEES

 

Section A.  Standing Committees.  There shall be the following standing committees:

 

1.  Membership Committee.  The Committee shall recruit new members and review the qualifications of applicants for membership in the HFMA.

2.  Promotions and Special Events Committee.  The Committee shall plan, develop, coordinate, and facilitate promotions and special events which will benefit the business interests of HFMA members.

 

3.  Education Committee.  The Committee shall provide for the continuing education of all HFMA members through innovative or recurring programs, seminars, and workshops.

 

4.  Appointments.  The President, with the approval of the Board of Directors, shall appoint a chair for and members of each of the standing committees as soon as possible after assuming office.

 

Section B.  Special Committees.

 

1.  The President, with the approval of the Board of Directors, may at any time establish special committees and appoint chairs for any purpose in connection with the work of the HFMA and prescribe their powers and duties, irrespective of whether such purpose, powers, and duties come within the province of any standing committee.

 

2.  All special committees shall be considered discharged when their respective reports have been submitted to and accepted by the Board of Directors.

 

Section C.  Committee Chairs.  The chair of each Standing Committee shall serve for the term of the President unless sooner removed.  The chair of a special committee shall serve for the term of the President or until the committee completes its activities, whichever comes first.  Each chair shall insure that minutes are kept of committee meetings and that a copy is sent promptly to the Secretary for filing.

 

Section D.  Quorum.  A majority of the members of any standing or special committee shall constitute a quorum.

 

Section E.  Removal.  The President shall have the power to remove the chair of a standing or special committee for due cause and shall appoint, subject to the approval of the Board of Directors, a new chair to fill the vacancy.

 

                                                   ARTICLE XIV - AMENDMENTS

As of July 1, 2003, these By-Laws may be amended by members by a quorum vote at any Membership Meeting at which a quorum is present and voting, or by other means (e-mail, mail) provided that each member has had the opportunity to consider the merits of the proposed amendment.

 

                                                     ARTICLE XV - FISCAL YEAR

The fiscal year shall be July 1 through June 30 as of January 1, 2002.