Approved on September 25, 2006 by the HTS Board of Directors
To be submitted for HTS Membership voting October 29, 2006
To be Activated January 1, 2007
Section A. The name of this organization shall be Hawaii Tea Society
Section B. This organization shall be a Non Profit Organization
Section C. The purpose of this organization is:
1. To encourage and maintain a spirit of cooperation among its members for the orderly development of tea culture and industry in the state of Hawaii.
2. To pursue education, research and promotion of Hawaii grown and manufactured tea and tea products.
3. To promote the appreciation of the cultural heritage of tea from different countries.
4. To foster and maintain a venue for assessing and maintaining quality of tea certification/verification in Hawaii.
5. To cooperate with State and Federal regulatory agencies for the overall welfare of the tea industry in Hawaii.
6. To develop and promote the arts associated with Tea and a unique Hawaii Tea Culture.
Section A. The Hawaii Tea Society is an association comprised of businesses, individuals or persons who are involved with the production, processing, distribution, the art of tea and auxiliary or supporting services.
Section B. The Hawaii Tea Society shall organize regional chapters.
Section C. Limitations on Activities
This organization is non-profit in nature. No part of the income or profit of the organization shall be distributed to its members, Directors or Officers. Not withstanding any other provisions of the Articles of these Bylaws, this organization shall not carry on any activities not permitted to be carried on by an organization that is exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or by contributions that are deductible under section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
Section D. Non-discrimination Policies
The Hawaii Tea Society shall not discriminate in membership, employment or services due to race, color, creed, gender, national origin, age, lifestyle, sexual orientation, or physical disability. All employees, agents and consultants shall be hired on the basis of merit, without discrimination as required by statute.
Section E. Prohibition of Nepotism
All employees, agents and consultants shall be hired based on their skills and abilities to perform the required functions and not on the basis of family, blood, kin relationship to any member of the Board of Directors, Officers or current employees or agents of this organization.
Section F. Prohibition against Private Inurement
No part of the net earnings or assets of the organization shall inure to the benefit of, or be distributable to, its members, Directors or Trustees, Officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the organization.
Section G. Prohibition of Conflict of Interest
No director, Officer, employee or other agent shall take any official action on behalf of the Hawaii Tea Society directly affecting a business or other undertaking in which the person has a financial interest, or a private undertaking in which the person is engaged as a legal counsel, advisor, consultant, representative, or in any other agency capacity.
Section H. Dissolution of Assets
Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code or corresponding provision of any future United States Internal Revenue code, or shall be distributed to the federal government, or to state or local government for a public purpose.
Section A. Membership in this organization shall be General, Associate and Honorary and open to all individuals, agencies, firms and organizations that pay an annual fee as determined by the Board of Directors.
1) General Membership: Any individual or entity who is engaged in growing, handling, shipping, and/or servicing of Hawaii grown tea and accessories needed by growers, processors, shippers or consumers shall be eligible for membership with the right to vote and hold office.
2. Associate Membership: Any individual or entity who is engaged in providing support and services for the tea industry. An associate member has all the privileges of a general member with the exception of plant material provided by the association and the power to vote or hold office.
3. Honorary Membership: Any person who has advanced the general welfare of this organization shall be elected to honorary membership by a majority vote to the Board of Directors present at any meeting. They shall be exempt from paying dues. An honorary member shall be an individual or person not an entity and shall not have the power to vote.
4. An active member in good standing is any individual whose dues are up to date.
Section A. Officers: Officers of the Association shall consist of President, Vice President, Secretary and Treasurer.
Section B. Directors: There shall be no less than three and no more than eight Directors. One seat shall be reserved for the immediate past President.
Section C. Board of Directors: The Officers and the Directors shall be the Board of Directors of this Association with a minimum of seven and a maximum of twelve and is an active member of the association.
Section D. Compensation: Officers and Directors are strictly voluntary and are not compensated in any way.
Section A. President: The President shall have general charge of affairs of the Association, as outlined by the Board of Directors. The President shall preside at all meetings of the Association and the Board of Directors. The President shall appoint all committees and serve as ex-officio of all committees. The President shall also countersign all checks and withdrawal slips of the Association.
Section B. Immediate Past President: The immediate past President shall install the newly elected officers at the first quarterly meeting of every year.
Section C. Vice President: The Vice President shall assume and perform the duties of the President in his/her absence or if the President is disabled. The Vice President shall create committees to gather information and to provide participation and input for the Board of Directors meetings.
Section D. Secretary: The secretary shall keep the minutes of all meetings of the Association’s and the Board of Directors. Responsible for the availability of board minutes to general members if requested and shall attend to all correspondence and assist in publicity. He/She shall notify members of meetings.
Section E. Treasurer: The Treasurer shall take charge of all monetary affairs, contracts or agreements entered into by the Association. The Treasurer shall sign checks and withdrawal slips and account for all monetary aspects of the Association. Financial reports shall be submitted by the Treasurer at each quarterly meeting.
Section F. Auditor: The auditor shall annually examine and audit the books, accounts and financial records of the Association and be responsible for ensuring the accuracy of all financial reports provided by the Association.
Section G. Board of Directors: The business of the organization, its policies and activities, as outlined by its members and these bylaws shall be administered by the Board of Directors. Each Board Member is required to serve on a committee. The Board of Directors shall have the power to appoint persons to unexpired terms of all vacancies by a majority vote.
Section H. Executive Board: The members of the Executive Board shall be the Association’s Officers.
Section I. Advisory Board of Directors: May be appointed by the President with recommendations by the general Board of Directors.
Section A. A meeting of the Board of Directors shall be held at least once per quarter of the calendar year, or as necessary as determined by the Board of Directors. It shall be held at the date, time and place designated by the President and agreed to by the Board.
Section B. Special Meetings shall be held at the call of the President or upon written request of any 5 members thereof.
Section A. Dues shall be determined by the Board of Directors per calendar year and payable during the first quarter, or at the time of acceptance of a new member.
Section B. Special assessments may be levied upon its members following approval of the Board of Directors and majority vote of the members.
Section A. A quorum of the Board of Directors meeting shall consist of a majority of active Board Members.
Section A. The election of Officers and Directors shall take place in the last quarter of each calendar year. The Board of Directors shall be elected by the active members at the annual meeting of the Association. The Officers shall be elected by the newly elected Board of Directors.
Section B. The term of office for Officers and Board of Directors is one year.
Section C. Active Members eligible to vote are active members whose dues have been paid at least thirty days prior to an election.
Section A. Committees shall consist of 3 or more members. Term of service on a committee shall be one year appointed by the office of President.
Section B. Types and Responsibilities of Committees
1.Nominating Committee: The nominating committee will be responsible for presenting a list of nominees for Officers and Board of Directors for each calendar year election.
2. Membership Committee: The membership committee will be responsible for creating a membership package, monitor and report on new membership enrollment to the Board, and update the Board on status of members on a semi annual basis. It will provide our membership with a newsletter.
3. Website Committee: The website committee will be responsible for implementing and monitoring all HTS website activity with the assistance of a professional webmaster.
4. Educational Program Committee: The educational program committee will be responsible for the tea association library and for research and education about tea, tea culture, and the tea arts. This committee shall make presentations to inform members about the culture, cultivation, and art of tea.
5. Legislative Committee: The legislative committee shall be responsible for working on legislative matters that will benefit the tea industry in the state of Hawaii.
6. Grant Committee: The grant committee will be responsible for researching funding sources from the private, county, state and federal levels. Writing, editing and applying for funds reported to the Board.
7.Propagation Committee: The propagation committee will be responsible for sustaining a research and development propagation program with tea propagation materials and resources.
8.Special Committees: Special committees shall be created as required by the President, Board and members for special projects associated with tea cultivation, culture, and arts preservation.
Section A. In the event the organization has funds for an employee, the compensation will be voted and agreed upon by the Board of Directors and all federal and state obligations will be adhered to.
These by laws may be amended or revised from time to time by order of the Board of Directors and approved by the majority of the membership.
The Revised Roberts’ Rules of Order shall be used as the structure for conducting meetings of the Association and shall be the authority for decisions of all parliamentary questions which may arise at any meeting by the Association Officers, Board of Directors or its membership.
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