Section 1: Composition. The Chamber may employ officers representing the Chamber. The officers may consist of a president, one of more vice-presidents, treasurer and secretary. The Executive Committee, with the approval of the Board of Directors, shall be responsible for the employ of the officers.

Section 2: Duties of the President. The president shall serve as the chief executive officer, shall preside at all membership and board meetings, and shall perform such duties pertinent to the obligations of the office president. The president shall be an ex-officio member of all committees except the Nominating Committee and the Election Committee.

Section 3: Duties of the Vice-President. The vice-president, in the absence of, or when requested by the president, shall serve as the president-elect of the Chamber and shall perform such duties pertinent to the obligations of the office of vice-president. The vice-president will serve as chair of the Program Committee.

Section 4: Duties of the Secretary. The Secretary shall record and preserve the minutes of all regular and special meetings of the Chamber, and perform such other duties as may pertain to this office or as may be imposed by the executive committee.

Section 5: Duties of the Treasurer. The Treasurer shall, with the president, share custody & responsibility of all of the funds of the Chamber, shall make payments as authorized by the Executive Committee, shall account to the Board of Directors for same at its regular meetings and at other times when requested, and shall perform such other duties as may pertain to this office or as may be imposed by the Board of Directors.

Section 6: Compensation. Officers may draw salaries and necessary benefits as employees and be reimbursed from the general funds for expenses incurred as a direct result of fulfilling the duties & obligations of his or her office.

Section 7:  Emergency powers. The president shall have authority to implement chamber policy, as promulgated by the Board of Directors; and the president may execute contracts for the Chamber upon prior board approval and ratification. The president may execute non-budgeted contracts co-signed by the secretary and payments for non-budgeted items co-signed by the treasurer while within pre-established guidelines for any non-budgeted items.

At its discretion, the executive committee may delegate to the secretary of the Chamber, the usual duties of the treasurer, namely reviewing books, acknowledging receipts and drawing up checks to the amount authorized from actions of the board.

If the position of president is vacant, the vice president immediately assumes the duties of the president until the board appoints an interim “acting president” to assume the above duties and authorities. This individual shall normally be the chairperson of the board and shall serve without compensation until a president is hired or appointed. During such vacancy period, the acting president may request, and the executive committee may authorize, the appointment of a paid executive director to oversee the day to day operational aspects of the Chamber and staff as outlined in the above duties of the president.

Section 8: Personnel Review. All personnel shall receive annual performance and salary review by the appropriate supervisor, with approval by the executive director.

The executive director’s annual performance, salary review & recommendations will be conducted by the Board of Directors or a hired independent third party. Recommendations of the personnel committee will be incorporated into evaluations.

Section 9: Corporate Seal. A corporate seal may be incorporated into the business of the Chamber and shall be maintained in the possession of the executive director and/or president. The Board of Directors by resolution shall designate the person(s) authorized to affix the seal.

Section 1:  Resolution.All committee resolutions to be presented to the Board of Directors for consideration shall be distributed to all board members at least forty-eight (48) hours prior to the board meeting at which it is to be considered. An emergency resolution may be considered but requires the majority approval of the members of the Board of Directors present.

Section 1: Fiscal Year.The fiscal year of the corporation shall be June 1 through May 30.

Section 2:  Budget Approval. Adoption of the budget shall require a 2/3 vote of the entire of the members of the Board of Directors.

Section 3: Disbursement & Payments. All requests for funds in excess of $500, not budgeted, and all requests for any chamber event where gross expenses may exceed $500, not budgeted, must be approved at a meeting of the Board of Directors by a majority present. All payments must be made by check or bank draft with not less than the signature of two (2) executive directors or, by two (2) officers if those powers have been delegated to officers

Section 1: Meeting to Amend. The Board of Directors may amend, revise or rescind any part of these bylaws at any meeting by a 2/3 majority vote in the affirmative of all the members of the Board of Directors.

Section 2: Notice. Prior notice of proposed amendment(s), revision(s) or rescission(s) of these bylaws shall be given to all members of the Board of Directors not less than seven (7) days prior to the meeting at which they are to be amended. The notice will state article, section and text to be affected and the proposed change.

Section 1:  Remedy. If a provision of these bylaws be deemed illegal, invalid or unenforceable, said provision may be modified, edited or reconstructed to comply with the rules and laws in any one of the following manners:

a.      As provided by these bylaws in Article XII section 1; or

b.      The parties may negotiate a new term specific to the provision in question; or

c.       Brought before a competent court; or

d.      Other third party mediator, arbitrator to substitute an enforceable clause or leave it.

Section 2:  Severability. Should the offending provision be unable to be made to comply with the rules & laws of that jurisdiction then that provision shall be severed and shall be inoperative and the remaining bylaws shall be operative, legal, valid and enforceable in that jurisdiction.

Adopted this _________ of _____________________________ in Honolulu, Hawaii by

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