Bylaws

Article I. Calendar

The membership year shall be January 1 to December 31.

The fiscal year shall be January 1 to December 31.

Article II. Membership

Individuals and organizations with professional interest in the mission and objectives of the Association may apply for membership. Review of and action on applications for membership shall be the responsibility of the Secretary.

Any member may resign at any time by giving written notice to the Association. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein. Non-payment of membership dues assessed by the Association may also be accepted as forfeiture of membership.

The executive committee of the Association may, by unanimous vote, terminate the membership of any individual who is deemed to be a detriment to the Association because of personal or professional misconduct, or whose activities present a serious conflict of interest.

Article III. Officers

The President shall preside at the business meetings of the Association. The term of office of the President shall be two years.

The Vice President shall represent the President when the latter is unable to perform the duties specified above. The term of office of the Vice President shall be two years.

The Treasurer shall be responsible for the receipt and disbursement of all funds of the Association and for the establishment and maintenance of appropriate records of all fiscal transactions. The Treasurer shall ensure that all expenditures are within the approved budget and have been properly incurred under the policies of the Association. The Treasurer shall ensure that tax returns for the Association and all other related documentation are completed and filed on a timely basis. The term of office of the Treasurer shall be two years.

The Secretary shall be responsible for the minutes of the business meetings, the membership roster of the Association, and the posting of notices. The term of office of the Secretary shall be two years.

The Immediate Past President ensures continuity of the affairs of the Association. Specific duties and responsibilities shall be assigned by the President. The term of this office shall be two years, commencing immediately following the conclusion of the term as president.

The President of the Association shall have the authority, subject to the approval of the executive committee, to establish additional executive positions as needed to conduct the business of the Association, or to delegate responsibilities to members of the Association. The term of these positions shall be temporary and shall expire once the business for which they have been created is completed, but not later than the next annual meeting. Any executive position so created or delegation so made is subject to the same restrictions and obligations as those pertaining to the officers.

Vacancies of any of the officer positions shall be filled by appointment by the President. In the absence of the President, the Vice-President may make such appointments. In the absence of the Vice-President, appointments may be made by simple assent of the membership until regular elections can be scheduled.

Article IV. Nominations and Elections

The Secretary shall solicit nominations for officer positions from the membership not less than sixty (60) days prior to the annual meeting. Any member in good standing may be nominated for an officer position. A list of candidates for the officer positions shall be prepared by the Secretary and disseminated to the membership at least fourteen (14) days prior to the annual meeting.

Election of Officers shall take place at the annual meeting by a simple vote of the membership. Members unable to attend may submit written ballots. In the event two or more persons are standing for election to any position, written ballots are recommended but not required.

The term of office for each position filled by election shall begin at conclusion of the annual meeting.

Article V. Meetings.

The Secretary shall be responsible for notifying all members of the date and place of the annual meeting at least thirty (30) days prior to the meeting. The Secretary shall give notice to the membership in writing, including the agenda, of any regular business meeting not less than seven (7) days prior to the meeting. Special business meetings may be called by any member of the Association in good standing, in accordance with the PacAIR Constitution Article VI, upon giving thirty (30) days written notice to the membership.

The meeting quorum shall consist of three officers. In the event that no officers are present, a meeting quorum shall consist of a two-thirds majority of the membership.

The agenda of the annual meeting shall include the election of officers and the transaction of other business as needed. If any officer positions are not filled by election, a special meeting of the new executive committee shall be convened as soon as possible after the annual meeting at which any remaining officer positions shall be filled.

Article VI. Membership Dues

The membership fee structure shall be reviewed periodically by the Treasurer, and any proposed change shall be submitted to the voting members for consideration at the annual business meeting or by written notice.

A majority vote of the members attending and voting at the annual meeting shall be required for change in the membership fee structure.

Article VII. Fiscal Authority

The executive committee may authorize the President and/or any other officer or officers, agent or agents of the Association to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by the President or the Secretary if their monetary value does not exceed $250, and by the President and the Secretary if this value exceeds $250.

No officer shall receive remuneration from the Association except for expenses incurred on behalf of the Association in the conduct of its business and for which prior approval of the officers has been obtained.

Article VIII. Indemnification

The Association, through appropriate action of its officers, or as provided by law, is empowered to indemnify any director, officer, employee, or agent, and his/her heirs, executors, and administrators, or any former director, officer, employee, or agent, and his/her heirs, executors, and administrators, to the full extent permitted by law.

Any person who serves as an officer of the Association without remuneration or the expectation of remuneration shall not be liable for damage, injury or loss caused by or resulting from such person's performance of, or failure to perform duties of, the position to which the person was elected or appointed, unless the person was grossly negligent in the performance of or failure to perform, such duties. Remuneration does not include indemnification of expenses that have been previously approved by the officers.
Each officer shall be indemnified by the Corporation against all costs and expenses to the fullest extent permitted by law in Sections 4140-159 to 4140-167 of the Hawaii Revised Statutes.

Article IX. Parliamentary Procedure.

The latest edition of Robert’s Rules of Order shall govern all meetings of the Association insofar as they are applicable and not inconsistent with the Constitution and Bylaws of the Association.

The failure of the Association to give the required written notice as provided in these Bylaws or the absence of such notice to any officer shall not invalidate any action taken at any meeting at which a quorum is present, so long as the quorum shall have voted in favor of such action and the officers not receiving the required notice shall have signed and delivered to the Association a written waiver of notice of such meeting. However, this provision shall not apply to any act to dissolve the Association.

Article X. Amendments to the Bylaws

The Bylaws of the Association may be amended by action of the executive committee, subject to the general assent of the membership. Written notice of proposed changes shall be posted to the membership by the Secretary. A reasonable comment period shall follow, during which members may submit comments to the executive committee in writing. After due consideration, the officers may approve the changes to the Bylaws at any regular business meeting or special meeting convened for that purpose. The proposed changes become effective upon approval by the executive committee.

Copies of the Bylaws shall be available for inspection by the membership upon request and prior to the annual meeting. Any dispute or issue for resolution pertaining to the Bylaws shall be settled at the annual meeting.