PLEASE NOTE: This is the current version of OLCA bylaws, accurate as of Sept. 10, 2010.
BOD – Board of Directors
MRMA – Mandatory Road Maintenance Assessments
OLCA – Orchidland Community Association
OLE – Orchidland Estates
Owner – means a person or entity that is on the title as an owner or as a buyer under an Agreement of Sale. It does not include a tenant under a lease agreement.
RC – Road Committee
ARTICLE I — NAME, DESCRIPTION AND PURPOSE
Section 1. NAME. The name of the corporation shall be ORCHIDLAND COMMUNITY ASSOCIATION, INC. (hereafter known as OLCA).
Section 2. DESCRIPTION. Orchidland Community Association is a 501 (c) 4 non-profit corporation, and is not a planned community association and does not fall under the jurisdiction of Hawaii Revised Statutes Section 421J, or any other statute pertaining to “planned” community associations or common interest developments.
Section 3. PURPOSE. The purposes of the corporation shall be:
- To aid, promote and assist in the development, improvement and maintenance of Orchidland Estates Subdivision as a desirable rural residential community.
- To preserve the agricultural status of the subdivision.
- To help and assist residents in times of need and distress.
- To maintain and improve the roads of the subdivision.
- To provide for the administration of the subdivision’s affairs.
- To represent the residents of the subdivision in matters pertaining to and directly affecting the subdivision and to actively represent the residents of the subdivision before government agencies.
- To promote the health, safety and welfare of the residents in the subdivision.
- To develop a unified community spirit and to promote better understanding and good fellowship among the residents of the subdivision.
- To promote and support projects for the betterment of the residents in the subdivision and to maintain and improve the quality of life therein.
ARTICLE II — LOCATION
Section 1. LOCATION. The principal office for the transaction of the business of the corporation shall be in the District of Puna, County and State of Hawaii.
Section 2. CHANGE OF LOCATION. The general membership only, by regular or special meeting, shall have the power to change the principal office from one place to another, within the County.
ARTICLE III — MEMBERSHIP & VOTES
Section 1. QUALIFICATION OF MEMBERS. There shall be only one class of membership in OLCA. Each person who is the owner of a lot in Orchidland Estates shall be entitled to membership upon full payment of all MRMA’s and any interest or liens due.
Owners of Orchidland lots exempt from MRMA’s shall be made members upon full payment of the annual MRMA.
“Owner” means a person or entity that is on the title as an owner or as a buyer under an Agreement of Sale. It does not include a tenant under a lease agreement.
Section 2. VOTING RIGHTS. Members shall be entitled to one vote for each lot owned at all membership meetings or by mail-in ballot. In the case of more than one owner per lot, only one vote shall be cast per lot. Members who own more than one lot shall be entitled to one vote for each lot owned.
Section 3. TERMINATION OF MEMBERSHIP. Membership in the corporation is terminated upon sale of all property within Orchidland Estates. Honorary membership shall terminate at the end of each fiscal year. No refunds of any prepaid assessments or honorary membership fees shall be payable.
Section 4. SUSPENSION. Membership will be suspended whenever MRMA’s are thirty (30) days overdue. Such assessments shall be due on July 1 of each fiscal year.
Section 5. REINSTATEMENT. A member who has been suspended will be reinstated upon payment of all MRMA’s and any interest or liens due.
ARTICLE IV — MRMA & COLLECTION
All owners of lots abutting private roadways shall be assessed MRMA as authorized by the State of Hawaii Court Summary Judgment dated April 3, 1992 and further clarified by the ruling in Civil #06-01-099, OLCA vs. Murakami. Changes in the MRMA shall be recommended by the BOD and submitted for approval to the membership by a simple majority of the votes cast.
Upon any lot owner becoming delinquent for more than one year after the due date for payment, the BOD may enforce collection by obtaining a judgment against the property owner for the payment of MRMA, and then registering the judgment with an assistant registrar of the Bureau of Conveyances or Land Court of the State of Hawaii. Such claim shall list the name of the delinquent owner(s), the property affected, and the amount claimed at the time of filing. All costs and interest plus fees incurred by Orchidland Community Association, Inc. to prepare, record and release its lien will be added to the amount delinquent. Foreclosure proceedings against seriously delinquent property owners and their lot shall not be permitted. This shall not, however, bar any other remedy available to the association pursuant to law.
Monies collected for MRMA’s shall only be used for road maintenance and road improvement projects; including but not limited to labor, purchase and/or rental of road maintenance equipment, repair & maintenance of said equipment, storage of said equipment, purchase of road materials, and costs associated with the administration and collection of the MRMA. All monies collected for such purposes will be kept in a separate checking and savings account. Bookkeeping records will reflect all monies collected for and spent on road projects.
The MRMA will be billed annually or semi-annually. Interest may be charged on all past due accounts, with the rate determined by the BOD.
If, in the opinion of the BOD, the activities of commercial, educational, religious, fraternal or other organizations generates substantially higher road use and road maintenance costs, the BOD may recommend a higher MRMA fee schedule for these lots which shall be submitted to the membership for approval by a simple majority of the votes cast.
ARTICLE V — COMMUNITY DEVELOPMENT DONATIONS
All property owners shall be solicited at the time of the annual billing for payment of a yearly voluntary donation for community development projects. The BOD must authorize all projects prior to expenditure of funds. All monies collected for such purposes will be kept in a separate checking and savings account. Bookkeeping records will reflect all monies collected and spent.
ARTICLE VI — MEETINGS OF MEMBERS
Section 1. ANNUAL MEETINGS. The semi-annual meetings shall be held in April and November of each year. Each member will be mailed a meeting notice and Association newsletter at least 30 days prior to the meetings.
Section 2. SPECIAL MEETINGS OF MEMBERS. Special meetings of members for any purpose whatsoever may be called at any time by the President or the BOD, or by petition which shall be signed by twenty (20) members and delivered to the President.
The special meeting shall be called within thirty-five (35) days following receipt of the request. Notice of the special meeting stating the time, place and purpose of the meeting shall be posted on the OLCA website and placed in a local newspaper at least fourteen (14) days prior to the meeting. In addition, members will be provided annually with an opportunity to indicate a preference for receiving written notices of any special meetings. Written notice will be sent fourteen (14) days prior to the meeting to any member who at any time requests in writing to receive such notice.
Section 3. QUORUM. A quorum shall consist of at least fifteen (15) members in good standing who are not directors, and at least four (4) directors present at the meeting.
Section 4. RULES. All meetings of the members and/or the BOD shall be conducted in accordance with the current edition of Robert’s Rules of Order, except when they conflict with the bylaws of OLCA, at which time the bylaws will take precedence.
ARTICLE VII — BOARD OF DIRECTORS
Section 1. POWERS. The BOD shall conduct, manage and control the affairs and business of the corporation. The directors shall have the following powers and responsibilities, subject to the limitations set by law, the Charter of Incorporation, these bylaws, and duly approved policies and procedures:
- To delegate or limit the authority of the president, officers, or other directors.
- To select or remove the agents or employees of the corporation.
- To see that all finances are protected and managed in the interest of the corporation.
- To maintain road billing records and other necessary records.
- To make reports as required by law.
- To see that all organizational documents are protected.
- To supervise maintenance and improvements of roads within Orchidland Estates.
- To propose guidelines for committees.
- To make policies and procedures.
- To provide for adequate liability insurance unless waived for good cause by a two-thirds (2/3) vote of the BOD.
- To recommend an annual MRMA for approval by the general membership.
- To present a recommended budget for the next fiscal year at the annual membership meeting.
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The BOD shall consist of eleven (11) persons, all of whom must be members in good standing of OLCA, and must agree to serve as a committee member and/or officer. Only one (1) member per lot shall serve on the BOD at any one time. If during the course of tenure a director ceases to be qualified for membership in OLCA or refuses to hold an office or be a committee member, that tenure will terminate automatically. Directors who dispose of all their lots in Orchidland Estates shall, except in the case of demise, provide written notice to the BOD in advance of their loss of eligibility.
Section 3. ELECTION AND TERM OF OFFICE. Directors shall be elected for a term of three (3) years, with a minimum of four (4) BOD positions elected each year, except for every third year when a minimum of three (3) BOD positions will be elected. Directors shall be elected by members in good standing through a mail-in ballot. The ballots along with a list of qualified nominees and their personal statements shall be sent at least thirty (30) days before the annual meeting and ballots shall be due by May 15. Ballots received after this deadline shall not be counted. No member shall be elected for more than two (2) consecutive terms. A term shall be defined as a period of three (3) years but shall exclude any period of time a member may have served to fill a vacancy. A director who has served for five (5) or more consecutive years, excluding time served filling a vacancy, shall not be able to serve for three (3) years after leaving office.
Section 4. BOD MEETINGS. Regular BOD meetings shall be held monthly, at a standard time and place as determined by the BOD, and shall be open to the membership. Written notice including date, time, place, and agenda shall be given to all directors no later than five (5) days prior to the meeting. Times and places of all meetings, including special meetings, shall be made available to members.
Section 5. SPECIAL MEETINGS. Special meetings of the BOD may be called for any purpose at any time by the President, or if he/she is absent, unable or unwilling to act, by the Vice President, or any four (4) directors. Notice shall be given to all Directors no later than three (3) days in advance of the meeting.
Section 6. QUORUM. A quorum, for a meeting of the BOD, shall consist of six (6) BOD members.
Section 7. BOD VACANCIES. Should any vacancy occur on the BOD, for any cause, the presiding officer shall declare the vacancy at the earliest regular BOD meeting. Nominations and an election by BOD and general members in attendance shall be held at the next regular BOD meeting following the declaration according to Article III, Section 2. The Treasurer shall verify the eligibility of all candidates. Any director so elected shall serve until June 30 and may run for the remainder of the term in the next general election.
Section 8. REMOVAL. The membership may remove any director, whether present or not, if the following conditions are met:
- Valid cause exists;
- A petition which shall be signed by at least 20 members requesting the removal, be delivered to the President or Vice-president;
- Thirty (30) days notice has been given to the BOD and the director involved;
- A quorum (as defined in ARTICLE VI, SECTION 6) is present at a special membership meeting called for this purpose;
- A majority of votes cast approve removal of said director.
A director who misses two (2) consecutive board meetings without prior approval by the BOD is automatically removed from office. The vacancy shall be filled as provided in ARTICLE VII, SECTION 7 of these bylaws. The director may be reinstated by the BOD if he/she can show good cause for the absences.
Section 9. FUNDS OF THE CORPORATION. All funds received by the association shall be promptly deposited, intact, into an OLCA account by the Accounts Receivable Clerk. The Treasurer shall have a one hundred dollar ($100.00) petty cash fund. The BOD shall have the authority to create and terminate other petty cash funds for a specific purpose assigned to a specific individual authorized by the BOD. This individual shall be responsible for such funds and shall report all expenses in writing to the Accounts Payable Clerk who informs the Treasurer on a regular basis. A special checking account may be created for this purpose. All other disbursements will be by check requiring the signature of two of the following officers: the Treasurer, Secretary, Vice-President or the President.
The OLCA President will retain a Certified Public Accountant. There shall be an audit of the financial records by the CPA every three years. There shall be an annual audit review by the CPA between audits. Such audit or audit review shall begin within sixty (60) days after the end of the fiscal year. An annual inventory of OLCA equipment and supplies held by officers, directors, members and agents shall be conducted on or before June 30 by the BOD and filed with the Treasurer.
Section 10. FEES AND COMPENSATION. No director or any member of his/her immediate family (parents, spouse, or children) shall receive any fees or compensation whatsoever, direct or indirect, for work performed for OLCA until at least one (1) year has expired after termination of membership on the BOD. An exception may be made by a majority of votes cast by members at a special membership meeting called for this purpose. Reimbursement for actual substantiated expenses incurred may be paid subject to BOD approval.
Section 11. COMMITMENTS. No director, officer, employee, or member may make commitments or incur financial obligations for the corporation unless prior approval of the BOD is received at a properly constituted meeting. Any individual who incurs unauthorized expenses may be held liable for the amount incurred.
ARTICLE VIII — OFFICERS
Section 1. NUMBER OF OFFICERS. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Road Committee Chair. No director may serve in more than one (1) office at a time.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected from within the BOD. Election of officers shall take place at a special BOD meeting of the newly constituted BOD which will occur after the final tally of ballots and before July 1st. Terms of office shall be for one (1) year, from July 1st to June 30. Officers elected to fill a vacancy shall serve through June 30.
Section 3. PRESIDENT. The President shall:
- Call and preside at all meetings of the BOD and at all meetings of the membership.
- Nominate and appoint, with BOD approval, the chairpersons of standing, special and temporary committees, except as otherwise provided for herein, and the delegates and representatives of OLCA to serve on other community and national boards or organizations. Persons so appointed may be removed on the recommendation of the President and a majority vote of the BOD.
- Serve as an advisory member of all committees except the Nominating/Election Committee.
- Prepare and present a report of the activities of OLCA at the annual membership meeting.
- Serve as chief executive officer of OLCA, directing the activities of OLCA in compliance with the policies, established by the BOD and these bylaws.
- Perform such other duties as are incidental to the office, as the BOD may properly require or as may be otherwise specified in these bylaws.
Section 4. VICE PRESIDENT. The Vice President shall:
- In the absence or disability of the President, perform all the duties of the President.
- Assist the President in the performance of the President’s duties, and perform such other duties as are incidental to this office, as the BOD may properly require or as may be otherwise specified in these bylaws.
Section 5. SECRETARY. The Secretary shall:
- Give notice of all BOD and membership meetings in accordance with these bylaws.
- Assure that the proceedings of all meetings of the members and of the BOD are recorded in the form of minutes.
- Maintain the records and files of all OLCA meetings with the exception of the membership roll and financial records.
- Prepare, mail, maintain copies and file any correspondence that may be required by the President or other officer.
- Prepare, mail, maintain copies and file replies to informal inquires not requesting financial information.
- Perform such other duties as are incidental to this office, as the BOD may properly require or as may be otherwise specified in these bylaws.
Section 6. TREASURER. The Treasurer shall:
- Be charged with safekeeping of all monies, notes, bonds or other evidences of indebtedness or property belonging to the corporation, including but not limited to the annual inventory. (See Article VII, Section 9).
- Maintain and review the financial transactions of the corporation.
- Provide a monthly financial report to the BOD.
- Provide a year-to-date financial report in the newsletter preceding the annual meeting.
- Maintain the membership roll.
- Supervise the preparation and mailing of all billings.
- Perform such other duties as are incidental to this office, as the BOD may properly require or as may be otherwise specified in these bylaws.
Section 7. ROAD COMMITTEE (RC) CHAIR. The Road Committee Chair shall:
- Oversee the management of roadwork.
- Prepare a monthly written report to the BOD on all RC activities.
- Authorize all personnel hiring for roadwork.
- Delegate duties to RC members.
- Analyze and prepare feasibility reports for road improvement plans.
- Make recommendations based on current evaluation reports.
- Facilitate RC meetings.
- Maintain RC records.
- Perform other duties as necessary.
Section 8. REMOVAL. Any officer may be removed for cause by a three-fourths (¾) vote of the BOD at a regular BOD meeting where a quorum is present.
Any officer may resign at any time by giving written notice to the BOD or to the President.
Section 9. VACANCIES. Should the office of the President become vacant, the Vice President shall immediately assume the office until the next BOD meeting. Any vacancy in any office shall be filled by the election of a member of the BOD at the earliest possible regular or special BOD meeting. Officers so elected shall serve until the next June 30.
Section 10. BONDING. All officers and members of the association responsible for the receipt and disbursement of association funds will be bonded. The BOD will determine the amount of each bond. The cost of such bonds will be borne by the association. Bonding may be waived for good cause by a two-thirds (2/3) vote of the BOD.
ARTICLE IX — LIABILITY
Section 1. MEMBERS. All of the property of the corporation shall be liable for the just debts thereof, but no member shall be individually liable beyond the amount of dues or assessments duly levied as provided and set forth in these bylaws.
Section 2. EXCULPATION. Each director, officer, or any volunteer acting on behalf of OLCA with written consent from the BOD shall be free from all personal liability for acts done on behalf of the corporation, or for any losses incurred or sustained by the corporation, unless the same have occurred through his or her willful or fraudulent misconduct.
Section 3. INDEMNIFICATION. Every director or officer shall be indemnified by the corporation against all reasonable costs, expenses and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which he or she may be involved as a party, or otherwise by reason of being or having been a director or officer of OLCA, whether or not he or she continues to be a director or officer of the corporation at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters to which he or she shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct or fraud toward the corporation in the performance of his or her duties as such director or officer. As to whether or not a director or officer was liable by reason of willful misconduct or fraud toward the corporation in the performance of his or her duties, in the absence of such final adjudication of the existence of such liability, the BOD and each director and officer may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the BOD. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which said person may be entitled as a matter of law, and shall inure to the benefit of the legal representation of such person.
ARTICLE X — COMMITTEES
Section 1. ROAD COMMITTEE. There shall be a permanent RC consisting of five (5) BOD members. The committee members shall be elected from within the BOD by the newly constituted BOD. Election of RC members shall take place at the special meeting for election of officers (see Article VIII, Section 2). BOD members elected to the RC shall elect three (3) of its members as Chair, Vice Chair and Secretary and meet at least once each month prior to the meeting of the BOD.
The RC shall supervise or perform all work done on the roads and prepare a monthly written report to the BOD regarding, but not limited to, schedules of road work, hiring road personnel, condition of road, and road improvement plans. All committee actions or decisions shall be subject to the approval of the BOD. Committee members shall serve for the same period as officers.
Section 2. EDUCATION COMMITTEE. The Education Committee shall promote personal and community development through educational, cultural, recreational, and social activities which will be open to OLCA members and non-members, the latter by invitation or prior arrangement. This committee shall work toward the development of a community educational center.
This committee will consist of five (5) members elected by the BOD: Two (2) BOD members and three (3) members at large.
The Education Committee shall have the authority to establish subcommittees to carry out its purposes and to appoint chairs of these subcommittees. Including the chairs, these subcommittees shall consist of no less than three (3) and no more than seven (7) members.
Section 3. NOMINATING/ELECTION COMMITTEE. The President shall appoint a nominating/election committee made up of at least three (3) qualified members to select a slate of candidates for available BOD positions as described in ARTICLE VII, SECTION 3. The Treasurer shall certify that nominees are qualified as described in ARTICLE VII, SECTION 2. Nominees shall be contacted by the committee for their consent for candidacy. The slate of nominees will be presented by the committee in the annual newsletter. This committee will also supervise the selection of an impartial group to count the ballots.
Section 4. OTHER STANDING COMMITTEES. Standing committees shall consist of at least three (3) members and not more than five (5), including the chairperson. The chairperson of each committee shall be approved by the BOD. Committee members shall be chosen by the committee chairperson and subject to confirmation by the BOD.
Section 5. SPECIAL COMMITTEES. Special committees are temporary in nature and may be appointed by the President or the BOD. These committees are responsible to their appointing authority. Special committees may be delegated the authority to raise and control funds by their appointing authority; however, they shall be required to make monthly financial reports to the BOD.
Section 6. REPORTS. All committees shall provide the BOD with a written report of each of their committee meetings which shall be presented to the BOD at the next regular BOD meeting.
Section 7. ACCOUNTABILITY. All committees shall be accountable to the electing or appointing authority and shall report directly thereto.
Section 8. REMOVAL. The chairperson and members of all committees shall serve at the pleasure of the electing or appointing authority and may be removed thereby, with or without cause.
Section 9. DUTIES AND AUTHORITIES. Unless otherwise noted, duties and authorities of all committees are in accordance with ROBERT’S RULES OF ORDER.
ARTICLE XI — CORPORATE RECORDS
Any member may, in good faith, inspect corporate records, except confidential or privileged records (as defined in Chapter 421J Hawaii Revised Statutes.) The member shall deliver a written request to the President ten (10) days prior to inspection. The President shall designate one (1) or more directors or officers to be present during this examination. Such records must not be removed from their presence unless by special approval of a quorum of the BOD. Personal information and records of any member shall not be released.
ARTICLE XII — FISCAL YEAR
The fiscal year for this organization will be from the first (1st) day of July to the thirtieth (30th) day of June the following year.
ARTICLE XIII — AMENDMENT
These bylaws may be amended by the affirmative vote of a majority of voting members in attendance at a membership meeting at which a quorum is present. The proposed change must be read at one meeting and voted on at the next meeting, be it regular or specially called for this purpose. All amendments to these bylaws must be ratified by the majority of the votes cast by the general membership.
ARTICLE XIV — DISPUTES
Any member of the Association must, before filing a legal action against OLCA, its Board of Directors or any individual director, officer or agent of the corporation, attend mediation with the Board of Directors and the agent, if any. Such mediation will be presided over by an impartial facilitator and any cost incurred will be covered by the instigator of the action.
This copy of the Bylaws has been reproduced online in a simple to view format, and is kept up to date if any Bylaws changes are passed by the membership. A signed official copy of the Bylaws is available at any OLCA meeting.
Ralph C. Boyea
Secretary, OLCA Board of Directors
September 10, 2010