Bylaws

Friends of The Volcano School of Arts & Sciences PO Box 845, Volcano, Hawaiʻi 96785 Ph 808-985-9800 www.friendsofvolcanoschool.org

 

BYLAWS,

Of The Friends of The Volcano School of Arts and Sciences (FVSAS), A non profit corporation under the laws of the State of Hawaii, operating under Chapter 501c3 of the United States Federal tax code, as amended.

 

Adopted 3 January 2019

 

This amendment completely revises and supersedes all previous iterations of Friends of Volcano School of Arts and Sciences

 

Article 1

Name & Offices

The organization will be known as The Friends of the Volcano School of Arts and Sciences (FVSAS).  Its offices will be located in the Village of Volcano, State of Hawaii. The location subject to change as may from time to time be deemed necessary by the directors of the FVSAS.

 

Article 2

Purpose & Mission

  1. The purpose of the FVSAS is to assist and support the Volcano School of Arts & Sciences (VSAS) in matters required by applicable State of Hawaii Revised Statutes or as directed by legally constituted branches of Hawaii State Government.  

  2. The mission of the FVSAS is to support the growth and sustainment of The Volcano School of Arts & Sciences and the communities it serves.

 

Article 3

Members

  1. Membership: Membership in the FVSAS shall consist of all persons who provide the FVSAS with their name, address, email address, and affirmatively state that they wish to become members.

  2. Dues: The membership may wish to establish dues for membership in the FVSAS.  This decision shall be made in open meeting of FVSAS and dues levied shall be the result of a simple majority vote of the FVSAS members present at that meeting.

  3. Directors & Officers: The Directors and Officers of the FVSAS shall have the authority and general power to direct and manage the affairs of the FVSAS.  There will be no more than nine voting board members at any one time. The tenth member will be the Educational Director, or designee, as an ex officio member.  All Directors and Officers of the FVSAS will serve without compensation. The Officers, who shall be selected by vote of the incumbent Directors, will be at minimum, three: A Chairperson, Secretary, and Treasurer.  Other Officers, as needed, may be created by majority vote of the incumbent Directors. Term of office for Directors and Officers will be two years, unless by death or incapacitation of the incumbent, terminated for cause, or resignation. The Chairman of the VSAS Governing Board, or their designee, will be a voting member on the FVSAS Board.

  4. Meetings: There shall be an annual meeting of the FVSAS at a date, time, and place determined by the incumbent Chairman of the Board of Directors.  Public notice of this annual meeting shall be promulgated to the public at least ten calendar days in advance of the meeting by any one or more recognized means of mass communication serving the Volcano, Hawaii area.

 

Article 4

Meeting of Directors

At the first meeting of elected Directors held immediately after their election, the Directors shall elect from their numbers Officers of the FVSAS to serve two year terms coincident with their service as Directors of the FVSAS terms.  The Officers shall, at minimum, be a Chairperson, Secretary, and Treasurer. Additional Officers and Committee Chairman may be elected by the incumbent FVSAS Directors. Subsequent meetings of the Directors and Officers of the FVSAS will be held at dates, times and places determined by the Directors and Officers at their immediately preceding meeting.

 

Article 5

Attendance At Meetings

Directors and Officers shall attend meetings in person, or if pre­arranged may attend via electronic means.  Failure of a serving Officer or Director to attend three or more unexcused consecutive meetings will be cause for termination of his or her service as such.

 

Article 6

Quorum

At all meetings of the Directors of the FVSAS to conduct specified items of business a quorum shall consist of a majority of the entire Board of Directors.

 

Article 7

Voting

The affirmative vote of the majority of the Directors present at any meeting at which a quorum is present, except as may otherwise specifically provided by statute, shall be deemed as the decision of the Board.

 

Article 8

Action Without a Meeting

Whenever an action is required or permitted to be taken by the Board, such an action may be taken without a meeting of the Board if the Board consents to adoption of a resolution via email authorizing the action.

 

A Director’s act of casting an e-vote shall constitute consent to the process of e-voting between meetings of the Board.  

 

Article 9

Duties of Officers

  1. The Chairperson.  The Chairperson shall preside at all meetings of the Board of Directors and shall exercise general supervision of over the affairs of the FVSAS.  He or she shall see that all resolutions and orders of the Board are carried into effect, and therewith he or she shall be authorized to delegate to the other Officers or Committee Chairpersons such of his or her powers and duties as Chairperson at such times and in such manners as he or she may deem advisable.  He or she shall be an ex officio member of all standing committees.

  2. The Vice Chairperson. The FVSAS Vice Chairperson shall assist the FVSAS Chairperson in the management of the FVSAS and in the implementation of resolutions and orders of the Board of Directors as the Chairperson deems to be advisable.  In the absence or disability of the Chairperson of the FVSAS, the Vice Chairperson shall exercise the powers and duties of the Chairperson of the FVSAS.

  3. The Treasurer.  The Treasurer shall keep or cause to be kept a full and accurate account of the receipts and disbursements of the FVSAS and shall make available to the Directors of the FVSAS an annual budget and an annual financial report of the FVSAS accounts.  He or she shall report to the assembled Directors of the FVSAS a monthly report of the financial condition of the FVSAS, and an annual auditors report of financial condition of the FVSAS. The Treasurer shall perform such other duties as generally are incident to the office of Treasurer as may be from time to time prescribed by the FVSAS Board of Directors or Chairperson.  

  4. The Secretary. The Secretary shall attend all meetings of the members, if any, and of the FVSAS Board of Directors and cause to be recorded the minutes of all meetings taken such meetings and maintain all documents evidencing FVSAS actions taken by consent of the FVSAS Board of Directors in a book kept for that purpose.  He or she shall see to it that all notices of meetings held in accordance with these bylaws are given. He or she shall perform other duties of the office as may be prescribed by the FVSAS Board of Directors or Chairperson.

 

Article 10

Committees

The FVSAS Board of Directors shall have the power to create standing or special committees, each of which shall have such authority as the FVSAS Board of Directors shall by resolution provide.

 

Article 11

Funds, Property, Contracts, Bank Accounts, Insurance

  1. Funds and Property. All Funds and property of any kind received by the FVSAS or any of its representatives, including donations, gifts and bequests belong in their entirety to the FVSAS.  The funds and property are to be held by the FVSAS in trust and are to be used only for the purposes of the FVSAS.

  2. Execution of Contracts.  Execution of Contracts will be governed by the Procurement Policy.

  3. Bank Accounts.  All FVSAS funds will be maintained in an FVSAS named depository account or accounts with a Deposit Insurance Corporation (FDIC) member institution. All withdrawals from this or these accounts will be made by check or similar bank draft and signed by two officers or directors of the FVSAS.

  4. Insurance. The FVSAS will maintain General Liability Insurance.

Article 12

Amendment

These bylaws may be amended at any annual meeting of the membership of the FVSAS or at a meeting of the Board of Directors of the FVSAS preceded by 10 calendar day notification of all Officers and Directors of the FVSAS and are approved by a two ­thirds vote of those Directors present at the meeting.

 

Article 13

Conflicts of Interest

Any director who has a conflict of interest–or an appearance of a conflict of interest–including a direct benefit to a family member shall promptly, fully, and frankly disclose the conflict to the board. If a potential conflict is deemed to exist, the director shall not be present during the discussions or deliberations on the issue; shall not attempt to influence the decision; and shall not vote.  

 

No Board Director shall participate in decision making on any issue where there is an appearance of a conflict of interest. A Director of the Board shall not participate in discussions or decision making as a Director of the Board regarding individual personnel matters if s/he is the specific subject of discussion. All directors are required to disclose full family members, all private business interests and associates involved with any matter before the board. All disclosures must be resubmitted if any of the reported information changes or any new relationships develop. 

 

A family member is a spouse, domestic partner, parent, parents-in-law, grandparents, grandparents-in-law, child or spouse of a child, or a brother, sister, spouse of a brother or sister of a board director.  

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