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Hawaii Tea Society ByLaws

08/05/2009

Article I. Name and Purpose of Organization:

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.

Article II. Organization:

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.

  1. 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.
  2. 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.

Article III. Membership:

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.
  5. Any member may be removed from Membership by affirmative vote of two thirds of the full membership, registered either in person or by proxy, at any regular or special meeting called for that purpose for conduct detrimental to the interest of the corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its objectives. Any such Member proposed to be removed, shall be entitled to at least five days notice in writing by mail of the meeting at which such removal is to be voted upon, and shall be entitled to appear before and be heard at such meeting.

ARTICLE IV. Board of Directors:

Section A. The number of Directors of the Corporation shall be fixed by the Board of Directors at each annual meeting of the Board and may be increased or decreased at any special meeting duly called and held for that purpose, provided that the number of Directors shall be fixed at not less than three (3). At least one Director shall be a resident of the State of Hawaii.

Section B. Terms of Directors. Each director shall hold office for a term of two years to be staggered among Directors and until a successor is duly elected and qualified. Between 40% and 60% of Directors terms shall end at any Annual Meeting.

Section C. Annual Meeting. The annual meeting of the Board of Directors shall be held during the last quarter in each year, or on such other day as may be designated by the Board. At the annual meeting of the Board, the Board shall fix the number of directors for the ensuing year, which number so fixed may be decreased or increased thereafter at any special meeting, shall elect new directors, shall appoint the officers of the Corporation, shall transact any general business which may be brought before the meeting, and shall take such other corporate action as may be appropriate.

Section D. Regular Meeting. The Board of Directors may establish regular meetings of the Board, to be held at such places and at such times as the Board may from time to time determine. When any such regular meeting or meetings shall be so established, no further notice thereof shall be required.

Section E. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, if any, the President or by any three directors.

Section F. Place of Meetings. All meetings of the Board of Directors shall be held at such place as is stated in the call for the meeting.

Section G. Notice of Meetings. Except as otherwise provided by law, notice of each meeting of the Board of Directors, stating the authority for the call of the meeting and the place, day and time thereof, shall be given to each director by the Secretary or by the person or persons calling the meeting: (a) by leaving the notice with the Director personally or by leaving the notice at the Director’s residence or usual place of business at least 24 hours before the time of the meeting; (b) by personal telephone call to the Director at least 24 hours before the time of the meeting; or (c) by mailing the notice, postage prepaid, addressed to the Director at the Director’s address as it is shown on the records of the Corporation, at least five days prior to the time of the meeting. The failure of any Director to receive actual notice of the meeting shall not invalidate the meeting or any proceedings thereat, if notice shall have been given as required by this Section. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice of the meeting, except as otherwise required herein.

Section H. Waiver of Notice.

  1. Whenever any notice is required to be given to any Director, a waiver thereof in writing signed by such Director, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
  2. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the waiver of notice.
  3. Subject to any limitations which are expressly contained in any applicable statute, when two-thirds of the Directors entitled to vote at any meeting sign a written consent or approval on the record of the meeting, actions taken at the meeting, however called or notified, shall be valid.

Section I. Quorum. A majority of the number of Directors in office shall constitute a quorum for the transaction of business. Except with respect to the election of Directors, the act of the majority of the Directors present or by writer proxy at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. Except as provided in Article IV Section O of these Bylaws, in each election of Directors, the candidates receiving the highest number of votes at a meeting of the Board at which a quorum is present, up to the number of Directors to be elected in such election, shall be elected.

Section J. Adjournment. In the absence of a quorum at the place, date and time of a meeting duly called, and at any meeting duly called and held, the presiding officer or a majority of the Directors present may adjourn the meeting from time to time without further notice and may convene or reconvene the meeting when a quorum shall be present.

Section K. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote on the subject matter of the meeting. Such consent shall have the force and effect of a unanimous vote.

Section L. Participation by Conference Telephone. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can simultaneously hear each other. Participation by this means shall constitute presence in person at a meeting.

Section M. E-mail Voting.

  1. (a) Matters may be taken up by the Board or Executive Committee between meetings by e-mail, provided all members of the Board or Executive Committee have access to e-mail and all comments and discussions are shared with all members of the Board or Executive Committee.
  2. (b) Matters may be voted by e-mail by the Board or Executive Committee, with those voting stating their names and their votes (aye, nay, abstain) on the motion under discussion.
  3. (c) A permanent record of the motion and the votes by the Board or Executive Committee shall be kept by the Secretary and shall be appended to the minutes of the next regularly scheduled meeting of the Board or Executive Committee.
  4. (d) Any such e-mail votes by the Board or Executive Committee shall be ratified by the Board at the next regular Board meeting.

Section N. Removal of Directors. The Board of Directors may remove from Office any Director or Directors with or without cause by vote of a majority of the Board at any meeting duly called and held for such purpose.

Section O. Director Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office. The term of office of a Director elected to fill a directorship by reason of an increase in the number of Directors shall continue only until the next regular election of directors.

Section P. Powers. The affairs of the Corporation shall be managed by the Board of Directors. Subject to any limitations which may be set forth by law, in the Articles of Incorporation or in these Bylaws, the Board shall have full power to establish policies governing the Corporation, to control and direct the business of the Corporation and to do and provide for any and every lawful act, whether in the ordinary course of the business of the Corporation or otherwise.

Section Q. Committees. The Board of Directors, by resolution adopted by the Board, may designate and appoint one or more committees, which committees, to the extent provided in the resolution, shall have and exercise all the authority of the Board, except that no such committee shall have the authority of the Board in reference to:

  1. amending, altering or replacing these Bylaws;
  2. electing, appointing or removing any member of any such committee or any Director or Officer of the Corporation;
  3. amending the Articles of Incorporation, restating Articles of Incorporation, adopting a plan of merger or adopting a plan of
  4. consolidation with another corporation;
  5. authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation;
  6. authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor;
  7. adopting a plan for the distribution of the assets of the Corporation; or
  8. amending, altering or repealing any resolution of the Board which by its terms provides that is shall not be amended, altered or repealed by the committee.

Nothing in subsections (a) to (g) above shall prohibit any committee, if properly authorized by the Board and not prohibited by the Bylaws, from engaging in any sale, lease, exchange, mortgage, pledge or distribution of assets of the Corporation in the normal course of the Corporation’s business.

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon the Board or the Director by law.

Each committee shall keep regular minutes of each of its meetings and report the same to the Board at the next meeting of the Board following such committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at the second meeting of the Board following such committee meeting.

ARTICLE V. Officers:

Section A. Appointment and Term. The Officers of the Corporation shall be a President, one or more Vice-Presidents, a Treasurer and a Secretary, and, in the discretion of the Board of Directors, a Chairman of the Board. Each of the Officers shall be appointed at the annual meeting of the Board or at such other time as the Board may determine, and shall serve at the pleasure of the Board. No Officer is required to be a Director. Any two or more offices may be held by the same individual, provided that the Corporation shall have at least two individuals as officers.

Section B. Subordinate Officers and Agents. The Board of Directors may appoint or employ such subordinate officers, including Assistant Treasurers and Assistant Secretaries, agents and employees as may be deemed proper, who shall serve at the pleasure of the Board and who shall have such powers and duties as may be assigned to them by the Board. The authority to employ agents and employees and fix their powers and duties may be delegated by the Board to any person. Any officer of the Corporation may also be a subordinate officer, agent or employee of the Corporation.

Section C. Salaries. The salaries and compensation, if any, of all Officers, subordinate officers, agents and employees shall be determined by the Board of Directors.

Section D. Bonds. Any officer, subordinate officer, agent or employee may be required by the Board of Directors to give a surety company bond for the faithful discharge of such person’s duties in such sum as the Board may require and such bond shall be deposited as the Board may direct.

Section E. Chairman of the Board. The Chairman of the Board, if any, shall have such power and shall perform such functions and duties as may be assigned from time to time by the Board of Directors. When present, the Chairman of the Board, if any, shall preside at all meetings of the Board of Directors.

Section F. President. The President shall preside at all meetings of the Board of Directors. Subject to the control of the Board, the President shall be the chief executive officer of the Corporation, shall exercise general supervision and direction over the management and conduct of the affairs of the Corporation and shall have the right to inspect at all times any and all of the records, accounts and property of the Corporation. The President shall also have such other powers and duties as are given elsewhere by law or in these Bylaws and as may be assigned from time to time by the Board.

Section G. Vice Presidents. The Vice President (or Vice Presidents, in order of priority of appointment) shall assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. Each Vice President shall have such other powers and duties as may be given to such Vice President by law or in these Bylaws and as may be assigned from time to time by the Board of Directors.

Section H. Treasurer. The Treasurer shall have the powers and perform the duties incidental to the office of the Treasurer and such other powers and duties as may be provided in these Bylaws and as may be assigned from time to time by the Board of Directors.

Section I. Secretary. The Secretary, when requested, shall attend and keep the minutes of meetings of the Board of Directors and of any committee in books provided for that purpose. The Secretary shall give all notices provided by these Bylaws and shall have such other powers and perform the duties incidental to the office of the Secretary and such other powers and duties as may be provided in these Bylaws or as may be assigned from time to time by the Board. If the Secretary shall not be present at any meeting, the presiding officer shall appoint a secretary pro tempore who shall keep the minutes of such meeting and record them in the books provided for that purpose.

Section J. Absence of Treasurer or Secretary. In the absence or inability to act of the Treasurer, the duties thereof shall be performed by such Assistant Treasurer as may have been designated by the Board of Directors, or, if none, then by the Secretary. In the absence or inability to act of the Secretary, the duties thereof shall be performed by such Assistant Secretary as may have been designated by the Board, or if none, then by the Treasurer.

Section K. Removal of Officers. The Board of Directors may, at any time, remove from office or discharge from employment, any Officer, subordinate officer, agent or employee appointed by it or by any person under authority delegated by it, except so far as such removal would be contrary to law.

Section L. Loans to Directors and Officers Prohibited. No loans shall be made by the Corporation to its Directors or Officers. To the extent provided by law, any Director or Officer who assents to or participates in the making of such a loan shall be liable to the Corporation for the amount of the loan until it is repaid. For the purposes of this section, any Director who votes against the making of a loan shall be deemed not to have assented to or participated in the making of the loan.

ARTICLE VI. Execution of Instruments:

Section A. Authorized Signatures.
All notes, bonds, acceptances1 deeds, proprietary leases, contracts and all other instruments shall be signed by such person or persons as shall be provided by general or special resolution of the Board of Directors, and, in the absence of any such general or special resolution applicable to any such instrument, then such instrument shall be signed by any two of the following unless otherwise required by law: the Chairman, if any, the President, Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary.

Article VII. Committees:

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.
SectionB. 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, if desired.
  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. Audit Committee: Within one month following the Annual Meeting, the President shall appoint an Audit Committee, subject to confirmation by the Board of Directors, to perform a continuing audit of the corporate financial records. Reports shall be made by the Audit Committee semi-annually to the Board of Directors; such reports to be made at the next regular meeting following submission of the financial report for each 6 month period. The report of the committee shall as a minimum include verification of cash on hand by justification of receipts and expenditures, payroll amounts by name, inventory of assets and supplies, verification of the authorization for individual expenditures totaling fifty dollars ($50.00) or more per month. The Audit Committee shall consist of three persons none of whom shall be an officer of the corporation. The report of the Audit Committee shall be confidential until reported to the Board of Directors.
  9. 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.

ARTICLE VIII. Employees:

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 obligation will be adhered to.

ARTICLE IX. Finance:

Section A. Fiscal Year: The fiscal year for the HTS shall run from January 1 through December 31 of the same year.

Section B. Budget: The Board of Directors shall approve and adopt a budget for the current year. Elected Officers shall have the authority to expend funds as budgeted. Any unbudgeted expenditure in excess of $500 must have the approval of the Board.

Section C. Financial Review: The Board of Directors shall designate a Financial Committee to propose a budget for the year and to review expenditures and accounts periodically. The Finance Committee shall consist of the Treasurer, two other Directors, and may include other HTS members.

Section D. Check Authorizations: the Officers and other personnel designated by the Board shall be authorized to sign checks for HTS. Two signatures are required on checks for more than $1,000.00. No two signatures may be related by virtue of birth, cohabitation, domestic partnerships, or marriage.

ARTICLE X. Parliamentary Authority:

Robert’s rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered in these ByLaws, or by special policies or procedures adopted by the HTS.

ARTICLE XI. Amendments:

These By-Laws may be adopted, approved, and amended from time to time by a two-thirds (2/3) vote cast by the members present at any General Meeting duly called for such purpose. Proposed amendments shall be reviewed by the Board of Directors prior to submission to the general membership. Board may make recommendations on the proposed changes. Members shall be notified in writing of all proposed amendments at least two weeks prior to the meeting at which they are voted upon.