ARTICLE I – NAME

ARTICLE II – TERM

ARTICLE II – MISSION

ARTICLE III – MEMBERSHIP

ARTICLE IV – MEETINGS

ARTICLE V – BOARD OF DIRECTORS

ARTICLE VI – EXECUTIVE DIRECTORS

ARTICLE VII – ELECTION

ARTICLE VIII – COMMITTEES

ARTICLE IX – OFFICERS

ARTICLE X – COMMITTEE RESOLUTIONS

ARTICLE XI – BUDGET AND FISCAL POLICY

ARTICLE XII – AMENDMENTS

ARTICLE XIII – SEVERABILITY

Section 1: Name. The organization is incorporated under the laws of the State of Hawaii and shall be known as the Chamber of Commerce for Persons with Disabilities - Hawaii, hereinafter the "Chamber".

Section 2: Place of Business. The principal business office of the Chamber shall be maintained in the city of Honolulu, county of Honolulu, in the state of Hawaii.

Section 1: Term. The term of this organization shall be indefinite.

Section 2: Limitations. The Chamber shall be non-partisan and non-sectarian and shall operate per state and federal laws applying to the tax-exempt status under IRC 501(c)(6) of business leagues, chambers of commerce, boards of trade, and similar organizations.

Section 1: Mission. The Chamber shall maintain a leadership role in the community through programs, services and events that enhances the quality, general welfare and economic well-being of all ethical forms of commerce owned by, serving or associated with persons with disabilities in Hawaii.

Section 1:  Membership Eligibility & Applications.

a.      Eligibility includes individuals, organizations and associations in good standing with the requirements to do business or operate in the state of Hawaii at the time of application. All other persons not actively in business or profession, such as government employees, clubs, organization representatives, industry representatives, retired, or who are committed to the mission of the Chamber, may be eligible to be an associate member of the Chamber.

b.      Applications for memberships, in a form approved of by the Board of Directors from time to time, shall be submitted to the Chamber by the applicant. Upon approval for membership, member agrees to comply with the articles of incorporation, bylaws and other policies, rules and regulations of the Chamber.

c.       Nominations for honorary membership shall be submitted to the Board of Directors. A majority affirmative vote of the Board of Directors is necessary for the election to honorary membership.

Section 2: Classifications of Membership. There shall be five (5) classifications of membership as follows:

a.      General Member – shall consist of those employers, professionals or businesses that have been accepted as members of the Chamber and are in good standing. A general member shall be listed as a member, pay annual dues, be entitled to membership privileges, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

b.      Not for Profit or Charitable Member – shall be a designated 501(c) organization. A not for profit or charitable member shall be listed as a member, pay annual dues, be entitled to membership privileges, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

c.       Trustee Member – shall be those professionals or business entities desiring to further the activities of the Chamber by being more financially involved. Trustee member shall be listed as a member, pay annual dues, be entitled to membership privileges and trustee benefits, be entitled to one (1) vote at chamber business meetings and may be elected a director or officer.

d.      Associate Member – shall be those individuals, professionals or business entities providing products or services to members of this Chamber. Associate member may be listed as an Associate Member, pay no membership dues, hold no office, and cast no vote.

e.      Honorary Member – shall be those individuals, professionals or business entities having performed distinguished public service with regards to the mission of this Chamber. Membership is by vote of the Board of Directors. Honorary member shall be listed as a member, hold an honorary title, and are not entitled to membership privileges. Honorary members shall pay no membership dues, not hold office, and cast no vote.

Section 3:  Dues

a.      Membership dues for all classifications of membership, except associate or honorary members, shall be due and payable annually on January 1. Membership in the Chamber shall be terminated for nonpayment of dues after sixty (60) days from the date due, unless otherwise extended for good cause by the Board of Directors.

b.      Increase or decrease in dues may be approved by vote at the annual meeting of members.

c.       No interest, earnings or direct financial return is provided to members as a result of payment of dues.

Section 4: Expulsion of a Member

a.      A member shall be expelled from membership by a majority vote of the Board of Directors for failure to comply with the articles of incorporation, bylaws or other adopted policies, rules and regulations of the Chamber. Such member shall be given reasonable notice of a meeting at which such expulsion will be considered and shall be given a hearing by the board.

Section 1: Membership Meetings. “Robert’s Rules of Order, Newly Revised” as amended from time to time, shall be the parliamentary authority for all matters and procedures not specifically addressed by the articles of incorporation and these bylaws.

a.      The general membership of the Chamber shall hold an annual meeting in the first quarter of each year at a time and place to be designated by the Board of Directors. At such annual meeting, directors and officers may be elected and installed, reports of the officers of the Chamber may be considered and any other business may be transacted.

b.      Regular meetings of the membership of Chamber shall be held monthly at a time and place designated by the Board of Directors. Notice shall be delivered to each member stating the time and place of each meeting.

c.       Special meetings of members may be called by the chairperson, chairperson-elect or by a majority vote of the Board of Directors. Written neither notice stating the time, place and purpose of the special meeting shall be delivered to each member not less than ten (10) nor more than sixty (60) days prior to the date of the meeting.

d.      At any meeting where a vote of the membership is to take place, any named voting member on the Chamber’s most current membership list shall be able to cast a vote. There shall be no voting by proxy. Thirty percent (30%) of the total eligible voting members of the Chamber shall constitute a quorum for the transaction of business or conducting a vote. If a quorum is not present at any meeting of members, a majority of those present may choose to continue or adjourn the meeting.

e.      Any meeting may be held by electronic participation only if all those participating by electronic devices can openly interact in real time with the entire meeting body to address, discuss and vote on motions.

f.        The unedited recording of an electronic meeting may be recorded as the official minutes of that meeting and shall be stored by as such the secretary.   

Section 2: Board of Directors’ Meetings. Regular meetings of the Board of Directors shall be held monthly at a time and place to be designated by the Board of Directors. A notice shall be given to each board member 28 days in advance and shall state the time and place of the meeting. Absence from either three (3) consecutive regular board meetings or from four (4) regular board meetings in any twelve (12) month period shall be considered by the board as presentation of the director’s resignation and will either be accepted or rejected by either the executive committee or the board at its next regular meeting.

Section 3: Executive Committee Meetings. Regular meetings of the executive committee shall be held prior to the regular meetings of the Board of Directors at a time and place to be designated by the chairperson. Special meetings of the executive committee may be called by the chairperson, the chairperson-elect or any three (3) members of the committee. For a special meeting, at least 24 hour notice must be given via hand delivery, facsimile or e-mail with receipt verification.

Section 4: Annual Meetings. The June meeting of the Board of Directors may be designated as the annual meeting at which time the new officers shall be officially installed and the budget adopted.

Section 5: Special Meetings. Special meetings of the Board of Directors may be called by the chairperson, chairperson-elect or any three (3) members of the board. A notice within twenty-four (24) hours setting forth the purpose of the meeting shall be given via hand delivery, facsimile or e-mailed to each director.

Section 6: Quorum. A quorum is required for the transaction of business of the Board of Directors shall be not less than 40% of the entire board. Written and signed proxy ballets shall be allowed to establish a quorum at board meetings. A simple majority of the members in attendance of the Executive Committee shall be a quorum.

Section 7: Action Permitted By Directors Without Meeting. Action required or permitted to be taken by the Board of Directors may be taken without a meeting if said action is described and authorized in writing by the board pursuant to the rules of quorum set forth in Article IV, Section 6. Such consenting authorization shall be signed by the each consenting director. Such executed consenting authorization has the effect of a meeting and may be described as such in any document.

Section 8: Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute waiver of notice of such meeting and a waiver of any and all objections to the place of meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened

Section 1: Duties. The Board of Directors is responsible for establishing policy, approving budgets, and providing guidance of the affairs of Chamber. Persons composing the Board of Directors are nominated, approved by election and are members of the Chamber in good standing. The Chamber shall operate with a minimum two (2) directors.

Section 2: Term of Office. Each director’s term in office shall be determined by the board prior to any nominating or election process and those terms shall be assigned as either a two (2), four (4) or six (6) year term.  The following conditions should be considered for director eligibility by the nominating committee:

a.      Compliance with board attendance requirements as outlined in Article IV, Section 2.

b.      Active participation in at least one current committee.

c.       Actively attend/participate in an activity described in the board’s Commitment Agreement.

d.      Any other conditions as may be determined from time to time by the Board of Directors.

e.      No director shall be eligible for election for more than two (2) consecutive full terms unless approved by a two thirds (2/3) vote in the affirmative by the board.

Section 3: Vacancies. Vacancies in the Board of Directors may be filled by a majority vote of the remaining directors and shall proceed within ninety (90) days from the date the vacancy occurred. Each person so elected to fill a vacancy shall remain a director until he/she has completed the unexpired term.

Section 4:  Removal of a Director/Officer. Any director of officer may be removed when in violation of the terms of the Board Commitment Agreement and/or for the best interests of the Chamber. Termination requires a two-thirds (2/3) vote of the members of the Board of Directors.

Section 1: Authorization. Committees may be established as the Board of Directors shall from time to time deem necessary to carry on the work of the Chamber. All Committee Chairs, except the Nominating Committee and the Election Committee, shall be nominated by the Executive Director then voted on by a majority of the executive committee.

Section 2: Executive Committee. The executive committee shall be elected by members of the Board of Directors from its membership and shall include the immediate past chairperson. The executive committee shall be responsible for the transaction of all business of the Chamber. Actions taken under this authority are reported to the board for review. The Board of Directors shall receive from the personnel committee an written evaluation of the performance of the executive committee and render said written report to the Board of Directors at not less than 30 days past the end of the Chamber’s fiscal year. Vacancies may be filled from the Board of Directors, nominated by the chairperson, approved by the executive committee and presented to the Board of Directors at their next regular meeting for ratification. One member of the executive committee shall be designated as parliamentarian.

Section 3: Nominating Committee. At the regular August meeting, the Chamber shall elect a nominating committee of not less than two (2) and not more than five (5) members of from the general membership. The committee shall select its own Chair. Prior to the March meeting, the committee shall present to the President a slate of at least one (1) candidate for each office or directorship whose term will expire, and shall be selected from Board of Directors annually in June.

Section 4: Election Committee At the regular September meeting, the Chamber shall elect an election committee of no less than two (2), nor more than five (5) members of the Chamber. The committee shall select its own Chair. The committee shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election to the executive director.

Section 5: Audit Committee. The executive committee shall appoint three members of the Chamber to be the Audit Committee whose duty is to audit the Treasurer's accounts at the close of the fiscal year and to report to the Board of Directors.

Section 6: Membership Committee. The membership committee shall be comprised of at least two (2) members with a director serving as chair. The committee shall promote and project the purpose, work, and identity of the Chamber as an ongoing effort; recruit new members; members with appropriate identification; and maintain membership records.

Section 7: Program Committee. The Program Committee shall be comprised of at least two members with a director serving as chair. The Committee shall be responsible for arranging for all speakers, programs, menus, etc., for all luncheons, dinners, special functions, and forums sponsored by the Chamber. This committee will provide the Secretary with timely information for membership notification. The committee is charged with providing at least one annual event.

Section 8: Legislative Communications Committee. The committee shall be composed of at least two members with a director serving as chair and shall be alert and sensitive to the political needs affecting the businesses represented by the Chamber. A representative of this committee will attend appropriate governmental, legislative, & community meetings, hearings, testimonies, and forums to meet and prepare positions of support or opposition to issues in the form of recommendations from and reports to the Board of Directors.

Section 9: Awards Committee. The committee shall be comprised of at least two (2) members with a director serving as chair. The number and scope of the awards shall be determined annually by the committee and approved by the Board of Directors.

Section 10: Public Relations/Marketing Committee. The committee shall be comprised of at least two members with a director serving as chair. This committee will be responsible for press releases, advertisements, and other such marketing duties as imposed by the Board of Directors.

Section 11: Electronic Media Committee. The committee shall be comprised of at least two members with a director serving as chair. This committee will be responsible for communications by electronic means including website, cell phone, radio, television, and other such marketing duties as imposed by the Board of Directors.

Section 12: International Relations Committee. The international relations committee shall be comprised of at least two members with a director serving as chair. The committee will be responsible distributing material provided by the public relations/marketing committee to persons not having English their primary language.

Section 13: Finance Committee. The finance committee shall be comprised of at least two members with a director serving as chair. Members shall be composed of the Executive Director, Treasurer, and not less than one (1) member of Board of Director. The committee is responsible for the monitoring of funds throughout the year to assure adequate funds are available to carry out the work of the Chamber, and propose an annual budget submitted to the Board of Directors for adoption or amendments at its September board meeting.

Section 14: Personnel Committee The personnel committee shall be comprised of at least two members with a director serving as chair. The committee is responsible for evaluating executive committee members and officers and shall also act as a grievance committee should any personnel issued require such attention.

Section 15: Past Chairperson.This section is removed April 30, 2013.

Section 16: All Other Committees. Committee may be appointed, from time to time, by the executive committee, subject to the approval of the Board of Directors, and shall perform such functions as may be assigned to them. Said committees shall exist only as long as the need exists and shall report to the executive committee assigned to supervise the activities.

Section 17: General. By September, the incoming chairperson shall have appointed all divisional vice chairpersons and all committee chairpersons for the coming fiscal year. Committee chairperson do not have to be members of the Board of Directors but must be members in good standing of the Chamber. All committee chairpersons report to the divisional vice chairperson assigned to supervise their committee activities.

Section 18: Committee Meeting Committee meetings may be scheduled on a monthly basis and not less than annually. A concise written report shall be prepared of the committee’s activities and submitted to the President at least 14 (14) days prior to the monthly Board of Directors meeting.

Section 19: Committee Responsibilities All committees, including the executive committee, are responsible to the Board of Directors and all committees shall function as part of the Chamber to further the mission of the Chamber. Other than the executive committee, no committee or committee member shall have the power to make or commit the Chamber in any manner or fashion whatsoever, unless specific by resolution of the Board of Directors.