Eden Roc Estates Bylaws - Alpha Version

[airin96771]

Aloha, I've been trying to find a copy of the Bylaws that someone has on computer, I couldn't get it from anyone I tried (seems like everyone has them printed, but nobody has them in a text document). And so I spent awhile this afternoon typing them up. I've done a spell check on it, and apart from different spelling of Bylaws (by-laws and bylaws) it comes up clean. There are a few grammatical errors that were in my printed copy, I didn't fix. There was an obvious spelling mistake (I forget now but was something like IF instead of OF). I may have missed a word or two or maybe a whole line, so don't consider this to be the real copy. If anyone has a copy and can help me proofread it, great. If anyone knows where I can get ahold of the original (well, a copy of the original), let me know. When I'm confident that we have most/all of the errors fixed I'll post it to the main site as a real page with proper formatting. Until then, please reply with any notes/comments/suggestions/fixes/typos/etc. Mahalo!



Eden Roc Estates Bylaws


ARTICLE I
Membership

Section 1. Classification.
The members of this association shall b e classified as follows:
Active member
Honorary member

Section 2. Qualification.
a. Active member: An active member shall always consist of and be limited to the owner of any lot, or the lessees thereof under any valid and subsisting lease or sublease having a term of one year or more entitling them for the time being to possession of such lot; provided, however, that those having an interest merely as security for the performance of an obligation are excluded.
b. Honorary member: any person who because of his interest in the association or his outstanding character and accomplishments in the community is elected as such by a majority vote of the members present at any regular meeting.

Section 3. Place of Meeting:
All meeting of the members of the corporation shall be held at the principal office of the corporation in Honolulu, Hawaii. Meetings may, however be held at such other places as shall be determined, from time to time, by the Board of Directors. The place at which any meeting is to be held shall be stated in the notice and call of such meeting.

Section 4. Annual Meeting:
The annual meeting of the membership shall be held on such date within ninety days following the close of the fiscal year as the President may designate and if the President shall have failed to designate such date before the end of the second month following the close of the fiscal year, then the annual meeting for that year shall be held on the third Tuesday in the third month following the close of the fiscal year. Such annual meeting shall be held for the purpose of selecting directors and for the transaction of such other business as may properly come before it. If the annual meeting of the membership be not held as herein prescribed, the election of director may be held at any special meeting thereafter call pursuant to these bylaws.

Section 5. Special Meeting:
Special meetings of the membership may be called by the President or, in his absence, by the Vice President or by any two members of the Board of Directors, and shall be called by the President, or the Vice President or the Secretary, upon the request of 25% of the membership entitled to vote at such meeting. At any such special meeting only such business shall be transacted as shall have been indicated by specific or general description in the notice of such meeting.

Section 6. Notice:
Notice of the time and place of the annual meeting or of any special meeting of the business to be conducted thereat, shall be given by the Secretary by mailing written or printed notice of the same not less than five days and not more than thirty days prior to such meeting to each member of record entitled to note at such meeting, and addresses to the members last known post office address or to the address appearing on the corporate books of the corporation. Instead of mailing such notice, the same may be served by the publication of such notice in a newspaper of general circulation in the County of Hawaii not less than three times on three separate consecutive days, the last publication to be not less than five days prior to such meeting.

Section 7. Notice Unnecessary:
Any meeting at which all of the membership is present without notice, whether in person or by proxy, shall be valid for all purposes and at such meeting any general business may be transacted and any corporate action may be taken. The presence at any meeting of any member in person or by proxy shall be deemed a waiver of the giving of notice of such meeting to such member.

Section 8. Quorum:
At any meeting of the membership one per cent (1%) of all members entitled to note and who are the affirmative note of a majority of the members so constituting a quorum shall be valid and binding upon any corporate action except in cases where a vote of a greater number of members shall be required by law, by the Charter of Incorporation or by specific provisions in these by-laws.

In the absence of a quorum at any meeting or adjournment thereof the members who shall be present in person or by proxy and entitled to vote may, by a vote of a majority of such members so present and entitled to vote an announced at the meeting, or adjournment thereof, adjourn the meeting from time to time until a quorum shall attend, but no such adjournment shall be for a period of over ten days at any one time.

At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 9. Voting Rights:
Active members shall be limited to one vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall become members. The votes for each lot shall be exercised as they themselves determine, but in no event shall more than one vote be cast with respect to any lot. Honorary members are non-voting members of the association.

Section 10. Vote and Proxy:
At any meeting of the membership, every member having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, subscribed by such member and filed with the Secretary prior to the holding of such meeting. Any member present at any meeting in person shall vote in person and shall not vote by proxy nor shall any member be entitled to divide his shares into fraction.




Article II
Board of Directors

Section 1. Board of Directors:
The Board of Directors shall consist of not less than five members. At each annual meeting the number of the Board to be elected shall be determined, and such number of members shall be elected at such annual meeting. The Board of Directors may elect not more than two additional directors to serve on the board.

Section 2. Meetings:
The Board of Directors shall meet at such times as the board shall determine or authorize, upon such notice as the Board may by resolution determine.

Section 3. Quorum:
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4. Vacancies:
Should a vacancy occur in one of the offices held by any officer or member of the Board, the Board, or the remaining members thereof by a majority vote of those present, may appoint a successor to full the vacancy to serve for the term so vacated, subject to the rights of the members to displace such appointee and to fill the vacancy at any subsequent members’ meeting.

Section 5. Powers of the Board of Directors:
1. The Board of Directors shall make no disbursement in excess of $500.00 unless such a disbursement has:
a. Been approved by a preliminary vote of the Board of Directors at a regularly scheduled meeting.
b. Been placed on the agenda for the next regularly scheduled meeting and the agenda posed in a public place prior to the next regular meeting.
c. Been approved by a final vote of the Board of Directors at a second meeting.
2. The Board of Directors shall make no agreement, contract, or obligation the value of which is in excess of $500.00 nor purchase any item, the value of which is over $500.00 without such agreement, contract, obligation or purchase being put up for public “bid” following regularly established procedures.

3. The Board of Directors shall make no annual increase in the annual road assessment greater than the increase in the cost of living index for that year unless approved by two-thirds of the eligible voters.

4. Except as otherwise provided in the Charter or in these By-laws, all of the corporate powers of the corporation shall be vested in the Board of Directors. In the furtherance thereof, and in addition to all powers in them vested or implied by any provision of these by-laws, the Board of Directors shall have the power;

a. To appoint and control and at pleasure remove any officers, agents and employees, and to allow such compensation for their services as to the Board may seem proper;
b. To allow and pay suitable compensation to the auditor, if any, to the Treasurer, if the Treasurer be a corporation, but not allow or pay any compensation for services as a member of the Board of Directors or as an officer;
c. To prescribe, consistent with these by-laws, the duties of any officer;
d. To appoint or authorize the appointment of standing committees, and such other committees as to the Board of Directors shall seem proper for carrying on the activities of the corporation, or for the conduct of its business or affairs, and to define their jurisdiction, duties and powers provided that all committees shall be subject all times to the control of the Board and be subject to change at the pleasure of the Board;
e. To make and enforce rules not inconsistent with these bylaws regulating from time to time the affairs and conduct of the corporation, and the conduct of its members in connection with the corporation, and to give effect to such rules of committees as shall meet with the approval of the board, all as in the judgment of the board shall seem advisable from time to time;
f. To determine and govern all matters affecting finances, discipline, decorum, and harmony;
g. To make and authorize expenditures for the purchase of supplies or personal property, or for any other purpose for the use or accommodation of it’s members;
h. To call special meetings of the members to consider specified subject;
i. To censure, suspend, request and enforce the resignation of or expel any member who shall be found guilty of any offense against any bylaw, rule or regulation of the corporation, and to drop from membership or expel any member for nonpayment of any indebtedness to the corporation, and also to suspend or withdraw the privileges from any person admitted thereto for any like cause.



Article III
Officers

Section 1: Officers:
The officers of the corporation shall be a President, who shall be a director, one of more Vice Presidents, Treasurer, and a Secretary, each of whom shall be elected by the directors at their first meeting held immediately after the annual meeting of the membership and each of whom shall hold office until his successor is elected. No officer, except the President, is required to be a director but all officers are required to be members of the corporation. Two or more offices (except that of President and Vice President) may be held by the same person but no officer shall execute, acknowledge or very any instrument in more than one capacity. The Board of Directors, in its discretion, may elect a Chairman of the Board, who, when present, shall preside at all meetings of the Board of Directors and of the membership and who shall have such other powers and duties as the Board of Directors may prescribe.

Section 2. Assistant Officers:
The Board of Directors may appoint one or more Assistant Secretaries and one or more Assistant Treasurers. Each such Assistant Secretary and Assistant Treasurer shall hold office at the pleasure of the Board of Directors and shall have such authority and perform such duties as the Board of Directors may prescribe.

Section 3. Subordinate Officers:
The Board of Directors may appoint other subordinated officers who shall have such authority and perform such duties as it may prescribe.

Section 4. President:
In the absence of a Chairman of the Board, the President shall preside at all meetings of the membership and of the Board of directors of the corporation. Subject to the approval of the Board of Directors, he shall be the chief executive officer of the corporation and shall exercise general supervision and direction over the management and conduct of its business and affairs, and shall have the right to inspect at all times any and all of its records, accounts, and property. He shall also have such other powers and duties as are given to him elsewhere in these bylaws and as may be assigned to him from time to time by the Board of Directors.

Section 5. Vice President:
The Vice Presidents, in the order designated by the Board of Directors, shall exercise the functions of the President during the absence or disability of the President. Each Vice President shall have such powers and duties as may be given to him elsewhere in these by-laws and as may be designated to him from time to time by the Board of Directors.

Section 6. Treasurer:
The Treasurer, except as the Board of Directors may from time to time otherwise order and direct, and subject to its approval at all times, shall: keep or superintend the keeping of all the financial books and accounts of the company in a thorough and proper manner, and to render statements of the same in such form and as often as required by the Board of Directors. He shall, subject to and control of the Board of Directors, have the custody of all funds and securities of the corporation. He shall perform all other duties usually pertaining of the office of the treasurer of corporation and such duties as may be assigned to him by the Board of Directors or required to be exercised by him under the provisions of these by-laws. He shall establish the procedure for the collection of dues and shall periodically, as determined by the Board of Directors, furnish said Board with a list of all members who are delinquent in the payment of their dues and continued delinquency in the payment of dues shall be ground for expulsion from membership in the corporation.

Section 7. Assistant Treasurers:
The Assistant Treasurers, in the order of their seniority, shall, in the absence of disability of the Treasurer, perform the duty and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.

Section 8. Secretary:
The Secretary shall
a. Keep the minutes of all meetings of the membership, of the Board of Directors and of the Executive Committee of the corporation in books provided for the purpose:
b. Have charged and custody of the records, except financial books and accounts, of the corporation;
c. Attend to the giving of all notices as provided by these bylaws; and
d. Have such other powers and duties as may be incidental to the office of Secretary or elsewhere given to him by law or by these bylaws and as may be assigned to him from time to time by the Board of Directors.

Section 9. Assistant Secretaries:
Assistant Secretaries, in the order of their seniority, shall in the absence or disability of the Secretary and shall perform such other duties, as the Board of Directors shall prescribe.




Article IV
Sundry Provisions

Section 1. Checks, Deeds, Contracts, Etc:
All checks, drafts, notes, bonds, acceptances, deeds, leases, contracts and all other instruments shall be signed by such person or persons as shall be provided by general or special resolutions of the Board of Directors and, in the absence of any general or special resolution applicable to any such instrument, them any such instrument shall be signed by the President or a Vice President and by the Secretary or Treasurer or an Assistant Treasurer or an Assistant Secretary.

Section 2. Fiscal Year:
The fiscal year of the corporation shall be such fiscal year as may from time to time be establish by the Board of Directors.

Section 3. Seal:
The Board of Directors may provide a suitable seal containing the name of the corporations, which seal shall be in the charge of the Secretary.

Section 4. Amendments to Bylawys:
These bylaws may be amended, or may be repealed and new bylaws adopted, by the vote of not less than TWO-THIRDS (2/3) of the members present in person or by proxy at any meeting duly called and held, the notice of which shall have stated that a purpose of the meeting is to consider the amendment of the repeal of the bylaws and the adoption of new bylawys.

Section 5. Appointment of Auditor:
The membership may, at any annual meeting or at any special meeting called for that purpose, appoint some person, firm or corporation engaged in the business of auditing to act as the auditor of the corporation. Such person, firm or corporation so appointed shall, at least one in each year and oftener if required by the membership, examine the books and records of the corporation and render a report thereon to the membership.

Section 6. Removal, Vacancies and Absences; Temporary and Alternate Directors:
The membership may at any time, by a majority vote, remove from office, with or without cause, any director, officer, subordinate officer, or agent of the corporation, except so far as such removal would be contrary to law.

The Board of Directors may at any time remove from office, with or without cause, any officer, subordinate officer or agent of the corporation, except so far as such removal would be contrary to law.

If the office of any director or any officer shall become vacant by reason of death, resignation, removal, and disqualification or otherwise, the Board of Directors may appoint a successor.

In case of any vacancies in the Board of Directors, including temporary vacancies caused by the absence from Honolulu aforesaid or the illness of directors, the remaining members of the Board of Directors (although less than a majority) may fill the same by the affirmative vote of a vacancy as aforesaid, such temporary vacancy shall be filled only for the period of such absence or such illness. Any duly elected director may, with the approval of the Board of Directors, appoint an alternate director to serve in his place.

Section 7.Meetings:
All meeting held pursuant to these bylaws shall be conducted in accordance with the rules and procedures set forth in Robert’s Rules of Order.

Section 8. Indemnification of Officers:
a. The Association will indemnify any officer of the Association for expenses incurred in relation to the performance of the duties of their position. Expenses include, without limitation, attorney’s fees, out-of-state picket costs, judgments, fines, and settlement associated with any action or proceeding whether civil, criminal, administrative, or investigative.
b. To qualify for such indemnification, the Officer must have acted in good faith and in the best interest of the Association. Conduct by the Officer must have been lawful and within the scope of his duties in the Association. No indemnifications shall be made if the Officer has been adjudged to be liable for negligence or misconduct in the performance of the Officer’s duty to the Association.
c. The Association in advance of the final disposition may pay expenses incurred in defending any proceeding so long as Officer is found to have been negligent or acting in bad fait.

Section 9. Creation of Officer Defense Fund
a. A cash reserve of $6,000.00 shall be established and maintained by the Association to create and Officer Defense Fund. These funds will come from membership dues and not from any road maintenance fees.
b. The Board may, by a single majority vote at any regularly scheduled or special meeting, authorize payment of expenses as set out in Section 8. This is an exception to the two meeting vote requirement of $500.00 or more.
c. This $6,000.00 fund is being created to cover immediate expense requirements of Officers. But is not to be considered the total funds available for indemnification of Officers.


Revised: Sept. 2000

[rjanis]

Airin,
I started reading the alleged Eden Roc by-laws you posted, and I was stunned. Hamilton and I worked hard on the first by-laws, in the early 80's. We were on the first Board of Directors, and we worked with the County, and the Mountain View Development Corp (the developers of Eden Roc), to have a good Homeowner's Association structure in place so that we could receive the Road Maintenance Trust Fund from the developer.

We worked at length on the by-laws, planning for the future, keeping in mind the diverse types of homeowners we had, and might have, both in the subdivision and on the mainland. It was a quality by-laws, which was approved by the County, along with our Articles of Incorporation, and our Road Maintenance Trust Agreement (which strictly guided use of the funds, so that we might have road maintenance into the significant future - with protections to prevent anyone absconding with the funds - as happened to so many other Puna subdivisions. By the way, I haven't seen a recent full accounting of that trust fund, any idea where I could find one?).

Those original by-laws should be in the corporate minute book (as they were in the early 80's), and all of the minutes since then should also be in that minute book. The minute book should be in the hands of the Board, and/or the Board secretary, or the person charged with doing the minutes. The minute book should be available for review, by any interested person (such as a homeowner), upon reasonable request, and presented within a reasonable amount of time. These are standard corporations operating procedures, and requirements.

These alleged revised by-laws should also be in the minute book. However, these by-laws do not look like the right ones for our homeowner's association. I didn't read all of them, as there were many references to the meetings being held in Honolulu, which is absurd, and inappropriate for our homeowners association. We originally held meetings in Mountain View, and they've been held at the Eden Roc community volunteer fire department, on our park on 8th street, for years. So, these by-laws you've posted seem to be either incorrect, or not the ones for our corporation.

As to a revision, I never received notice of intended mass change of by-laws, which should have been noticed to all of the homeowners. Any important change in the structure, needs to be properly noticed, and voted on by the homeowners - not the Board alone. I can review all of this in the Hawaii Revised Statutes, but much of it is normal and usual corporations law and procedure. Accordingly, I don't think the by-laws you posted are valid. I'd love to see the original by-laws again, and I'm certain that we made sure there were not typos or mistakes in the original.

When you find the minute book, please let me know, as I'd like to have a look at it.

Thanks, and aloha,
Janis

[mojo69]

aloha, i would like to get in touch with janis or hamilton and find out a few facts i am listed as mojo69 if you will contact i will tell you how to contact me please mahalo

[bfreitas]

First, a disclaimer; I love my property and i love this subdivision; the quirks, the messy roads, the shacks to the $300K houses, the self-proclaimed yet uninvolved intelligencia, the fact that just about everyone waves at me when I drive by even though I’m a scary looking guy, the neighborhood watch people that have criminal records themselves, the arrested board members, the people that show up to the meetings pissed off that something is not done and forget that its ALL voluntary and the one legged dog on road 6 who humps the telephone poles. I love it all. So dont be too mad at the purported sarcasm that I am so famous for.

This is my reply to mojo69:
Dream on buddy! The ex-pres arent talking. Busy, maybe, too busy for this, I dont think so. Afraid, maybe, if they believe the pissed off people, I think so. Ever been to the meetings (term used loosely)? She, he, wont talk to you; none of them will. Once their term is over; bye bye.

If its true that Hamilton and her worked on the first by-laws then she would know where they are or where to get them. Shes asking Airin about where the bylaws are, who is the web guy and doesnt have anything to do with the eden roc association except in his internet capacity. When in fact, Airin was asking if anyone had them before she asked him.

This is my reply to rjanis;
You know, as well as I know that these are not the Eden Roc Assoc. bylaws.
Soooooooooo, heres some suggestions for you.
You registered the business with the Department of Commerce and Consumer Affairs; although they are not required to demand bylaws from non-profits anymore, maybe they still have the Eden Roc bylaws.
You worked with the County, prior to the establishment of Eden Roc Assoc. and they approved the bylaws; the Hawaii County Planning Department must have a copy in that gigantic file they have in their office (which is free for the viewing due to the freedom of information act, so anyone can go take a look).

This excerpt from your posting “So, these by-laws you've posted seem to be either incorrect, or not the ones for our corporation” is passive-aggressive. Take a stand woman; seem to be? That language is exactly why the board doesn’ listen to the people and the people dont listen to the board. Not to mention, this excerpt “Accordingly, I don’t think the bylaws you posted are valid” which is a further display of a bark with no bite attitude. Theyre not the bylaws, say so!

When you were on the board, when you started the board, (and to this day) you know the HRS (law) says the books, the list of member, the minutes and yes, even the financials are available to any member upon asking. Why are you asking the computer guy? People, ask the current secretary (put it in writing or you’ll have a fight on your hands).

And, Ill answer your other questions, if these are new bylaws (and its obvious that they are not because of the 'meeting in Honolulu' makes it obvious) then no, they were never voted in, and to expand on that, the new road fees were never voted on either.

And This Is My Reply To Airin Who Never Replie To rjanis; you should reply and tell her, your not on this board, that youre the computer guy!

[Gary]

Aloha
If you mail me a copy I could scan it to PDF and convert it to OCR searchable text it could then be copied into word for editing if needed.
Thanks
Gary
Gschwiter@yahoo.com

[busybody]

Ha! I love bfrietas, what a sense of irony!

I would like to see the bylaws too.

[louiem]

why the negativity? there is no conspiracy, lol.

these by-laws were given to us by the departing board in 1998, and they've been the ones on file since then, if they aren;t the correct ones why would they have been passed down for so long? if these aren't the correct ones and someone has the "correct" ones come to a meeting or send them to the board. i'm not sure what the big deal is?? aloha to all

[bfreitas]

Dis wen remin me of wen my son and I wen to da beach fo go fishing one time and we passed by the cemetary. He wen ask me what da thing was. I tol him we goin talk about it lata cause bra I neva know how for explain about dat kin stuff to one 4 year old small kid. He wen cry so loud an he wen said, whyyyyyyy is it bad and den he wen hit me. bra I almos wen smak him upside da head. Den, I wen realize he jus was asking one question and he jus wen deserv one answer. He wen tink I was trying fo cover someting up, he was scared. I wen stop da truck and let da dogs out for take one cr*p an I wen take da time for explain the story. He wen give me one big hug and said he never like me fo die den he said da dogs was trying fo get in one rubbish can.................

I almos wen smak my son upside da head cause dats what my fada wen do when he wen get frustrated. Although it no was written down like da bylaws, it too, was passed down to us. I wen ask my fada why he wen hit us so much and he said dat was how his fada wen do to him and if it no was one good idea why would it have been passed down for so long?

I stay looking fo da "correct ones"(bylaws). I wen call da better business bureau and dey said dey no gotta keep em cause da law wen change. But I goin find dem cause it IS one big deal wen da bylaws say one ting, da charter say one oda ting and the law say one oda ting too. I undastand dat wen someone been wearing one shoe dat no fit right and makes one sore between da pinky toe an da second toe and wen dey go fo buy one new pair and da ting no cause da same feeling dat dey like buy one dat feels like da old ones. But if dey take da time to get used to how it feels fo wear one good shoe they goin say "why I never wen do dis before".

When I find da original bylaws, da ones dat never wen change by vote I going bring dem to da meeting and give you $25 for one new paid of shoes

[mojo69]

my dad was same as yours bfreitas and my question is why we cant get a srtaight answeras we all know that if those are the wrong by laws why the switch whats up with that but i am looking and will han answer aloha nui loa mojo69

[radiopeg]

As a newbie to Eden Roc I am interested in the results of the bylaws activity. I may find the answer as I read more here. If anyone can point me in the right direction it would be helpful. Peggy