HAWAII GOVERNMENT EMPLOYEES ASSOCIATION Charter of Incorporation & Bylaws Revised August 2017 AFSCME LOCAL 152, AFL-CIO www.hgea.org
HAWAII GOVERNMENT EMPLOYEES ASSOCIATION AFSCME LOCAL 152, AFL-CIO CHARTER OF INCORPORATION Article I Name... 1 Article II Location... 1 Article III Objectives... 1 Article IV Duration... 1 Article V Membership... 2 Article VI Subordinate Bodies... 2 Article VII General Assembly... 2 Article VIII Board of Directors (Board)... 2 Article IX Officers... 2 Article X Admission, Suspension, Removal and Expulsion... 3 Article XI Limitations... 3 Article XII Amendment of Bylaws... 3 Article XIII Charter Amendment... 3 Page BYLAWS Article I Membership... 4 Article II Subordinate Bodies... 5 Article III Elections... 5 Article IV General Assembly... 6 Article V Board of Directors (Board)... 7 Article VI Officers... 9 Article VII Committees... 10 Article VIII Executive Director... 12 Article IX Suspension, Removal, and Expulsion... 13 Article X Dues... 13 Article XI Membership Meetings... 14 Article XII Fiscal Year... 14 Article XIII Corporate Seal... 14 Article XIV Parliamentary Procedure... 14 Article XV Effective Date... 15 Article XVI Masculine Includes Feminine... 15
HAWAII GOVERNMENT EMPLOYEES ASSOCIATION AFSCME LOCAL 152, AFL-CIO CHARTER OF INCORPORATION ARTICLE I - NAME The corporation's name is Hawaii Government Employees Association, Local 152, American Federation of State, County and Municipal Employees, AFL-CIO (HGEA/AFSCME Local 152). ARTICLE II - LOCATION The corporation's principal office is in Honolulu, Hawaii. Additional offices may be located in any county by the board. The corporation's objectives are: ARTICLE III - OBJECTIVES (a) To organize public and private employees and to engage in concerted activities for their mutual aid and protection; (b) To bargain collectively on all conditions of employment; (c) To strengthen, improve and expand retirement systems for public and private employees; (d) To foster in-service training for public and private employees, to encourage public employees to pursue training in public administration and to provide scholarships and educational assistance to eligible members; and (e) To advance the educational, social and economic welfare of all members. ARTICLE IV - DURATION The corporation's duration is perpetual. - 1 -
ARTICLE V - MEMBERSHIP Section 1. The corporation's membership are of two classes, active and associate as defined in the bylaws. Section 2. All public employees, and such employees of private employers and others as provided in the bylaws, shall be eligible to become members. ARTICLE VI - SUBORDINATE BODIES Section 1. The corporation's membership is divided into subordinate bodies as defined in the bylaws. Section 2. Each subordinate body provides for its self-government under the constitution and bylaws it adopts, provided, that the constitution and bylaws are not in conflict with the corporation's charter or bylaws. ARTICLE VII - GENERAL ASSEMBLY Section 1. The general assembly is the supreme authority of the corporation, except as provided herein. Section 2. The general assembly consists of the corporation's officers and members of the board and delegates elected on a basis prescribed in the bylaws. ARTICLE VIII - BOARD OF DIRECTORS (BOARD) Section 1. The corporation's board consists of: (a) The corporation's officers; and (b) Directors elected under the bylaws. Section 2. The board is responsible for the corporation's policies between meetings of the general assembly, provided that the board determines the budget. ARTICLE IX - OFFICERS The corporation's officers are a president, vice president, secretary and treasurer, who shall be elected under the bylaws. - 2 -
ARTICLE X - ADMISSION, SUSPENSION, REMOVAL AND EXPULSION Section 1. Any eligible person is admitted to membership upon application and payment of dues, but no person who was expelled shall be readmitted without the board's approval. Section 2. The board may suspend, remove, or expel any corporate official for cause. Section 3. Subordinate bodies may suspend, remove, or expel any member or official thereof for cause. Section 4. No member shall be suspended or expelled, nor shall any official of the corporation or subordinate body be removed, except after notice and an opportunity to be heard. No hearing is required when a member is charged with nonpayment of dues. Section 5. The bylaws shall provide for appeal or arbitration of suspension, removal or expulsion actions by the board or subordinate bodies. ARTICLE XI - LIMITATIONS Section 1. This corporation is not organized for profit. It shall not issue any stock. No part of its assets, income or earnings shall be used for dividends or withdrawn or distributed to any member, director or officer, except for services actually rendered to the corporation or for liquidation of its property by corporate dissolution. Section 2. The liability of corporate members is limited to dues, fees, assessments and charges under the bylaws. ARTICLE XII - AMENDMENT OF BYLAWS The corporation's bylaws may be amended by the general assembly by a majority vote of the delegates registered and in attendance and adoption by a majority vote of the active members present at a membership meeting called within sixty days after the general assembly to consider the amendment. ARTICLE XIII - CHARTER AMENDMENT The charter's articles may be amended by the general assembly by at least two-thirds vote of the delegates registered and in attendance and adoption by at least a two-thirds vote of the active members present at a membership meeting called within sixty days after the general assembly to consider the amendment. - 3 -
HAWAII GOVERNMENT EMPLOYEES ASSOCIATION AFSCME LOCAL 152, AFL-CIO BYLAWS ARTICLE I - MEMBERSHIP Section 1. Active Members. Except as provided herein, all public employees and employees of such private employers as determined by the board of directors, shall be eligible to become active members, provided that the private employees are assigned and the public employees belong to a collective bargaining unit exclusively represented by the Hawaii Government Employees Association, Local 152, American Federation of State, County and Municipal Employees, American Federation of Labor and Congress of Industrial Organizations (HGEA/AFSCME Local 152). The private employees may be assigned by the board of directors to existing or to new collective bargaining units, provided they are exclusively represented by HGEA/AFSCME, Local 152, and provided the board determines such assignment is most appropriate for organizing private employees consistent with the objectives of the HGEA. Section 2. Associate Members. The following classes of persons may become associate members: (a) Officers of the State and its political and municipal subdivisions elected by popular vote; (b) Officers of the State and its political subdivisions appointed by the governor, or the mayor of a political subdivision; (c) Members in good standing who leave government service before retirement; (d) Members in good standing when retired; (e) (f) Any member's spouse who is not eligible for active membership; Any deceased member's surviving spouse who is not eligible for active membership; (g) Employees of the State and its political subdivisions and federal civil service employees not represented by HGEA/AFSCME Local 152 as its exclusive collective bargaining representative; and (h) Other persons as the board determines upon the executive director's recommendation. - 4 -
ARTICLE II - SUBORDINATE BODIES Section 1. Members - Subordinate Bodies. All corporate members may belong to subordinate bodies, the jurisdiction and functions of which are determined by the board, on the executive director's recommendation. Section 2. Subordinate Bodies. Subordinate bodies existing during the adoption of these amendments shall continue in operation and shall amend their constitutions and bylaws to conform to the corporation's charter and bylaws. The board may, upon the executive director's recommendation, modify the jurisdiction of any subordinate body or reorganize it. ARTICLE III - ELECTIONS Section 1. Ballot. Except as otherwise provided, the corporation's president and board are elected by secret ballot by the active members. A sole candidate for an office, after the close of filing of nomination papers, is deemed to be duly and legally elected to the office for which the person is a candidate. Section 2. Dates. The election shall be held in odd-numbered years. Ballots shall be mailed or made available electronically to all active members at least fifteen, but not more than forty-five days before the first Tuesday of May. The election may also be conducted via a secure, Internet based or online voting system. Completed ballots must be returned and postmarked, and/or electronic or Internet based voting must be completed, by the first Tuesday of May. Section 3. Conduct. The board prescribes rules governing the printing, distribution, casting and counting of ballots, and adopts procedures governing the filing and disposition of challenges to the conduct of an election. The executive director shall contract with a third party organization(s) to perform the distribution, collection, counting and/or online voting of ballots for all board elections. Section 4. Eligibility. (a) Active members may vote and be elected officers, directors and general assembly delegates and hold any official position in the HGEA/AFSCME Local 152. Only active members belonging to a collective bargaining unit exclusively represented by the HGEA/AFSCME Local 152 may be corporate officers or directors. (b) An active member may be a candidate for only one corporate office, including the board, in any election. An active member may be a candidate for any office of a subordinate body. Section 5. Nominations. Nominations for president and directors shall be in writing on forms provided by the board, signed by at least twenty-five active members in good standing and delivered to the executive director at least sixty days before the election date. For the - 5 -
corporation's president, the signatures shall be of active members. For the respective directors' offices of the geographical jurisdictions of Oahu, Kauai, Maui-Molokai-Lanai and Hawaii, the signatures shall be from the active members from the respective geographical jurisdiction. For the respective directors' offices of each collective bargaining unit exclusively represented by HGEA/AFSCME Local 152, the signatures shall be from the active members from the respective collective bargaining unit. Section 6. Associate Members. Associate members may vote and be elected to any office or position in their respective subordinate bodies subject to the charter of incorporation's Article VI, Subordinate Bodies. ARTICLE IV - GENERAL ASSEMBLY Section 1. Delegates. A delegate to the general assembly shall be determined by his respective collective bargaining unit on the basis of one delegate for each fifty active members in good standing or fraction thereof; provided that each unit shall be entitled to at least two delegates. Section 2. Meetings. The general assembly shall meet biennially. Section 3. Date. The biennial meeting of the general assembly shall be held during the period, March 1 to November 30, in even numbered years, the times and places to be set by the State Board. The board shall notify the subordinate bodies of the dates and location of the general assembly at least 180 days before the event. Section 4. Quorum. A majority of the authorized delegates constitutes a quorum of the general assembly. Section 5. Vote. Each delegate is entitled to one vote. Except as otherwise provided, the majority vote of authorized delegates who are registered and in attendance at which a quorum is present shall be the act of the general assembly. Section 6. President. The president shall preside at the meeting of the general assembly. The president shall appoint such committees as may be necessary, subject to the approval of the general assembly. Section 7. Charter and Bylaw Amendments. Proposed amendments to the charter of incorporation or bylaws shall not be considered by the general assembly unless submitted in writing and filed with the secretary at least one hundred and twenty days before the opening of the meeting and distributed to the delegates or bargaining units on each island on behalf of their delegates at least sixty days before the general assembly. Section 8. Resolutions. Proposed resolutions other than charter and bylaw amendments shall not be considered by the general assembly unless submitted in writing and filed with the secretary at least ninety days before the opening of the meeting and distributed to the delegates - 6 -
or bargaining units on each island on behalf of their delegates at least thirty days before the general assembly, provided that any resolutions other than charter and bylaw amendments may be considered with the approval of at least two-thirds of the delegates registered and in attendance. Section 9. Special Meetings. Any other provision herein to the contrary notwithstanding, the president upon approval of the board of directors may convene a special meeting of the general assembly. Any special meeting of the general assembly shall be convened in accordance with this Article except that the time and place of special meetings of the general assembly shall be determined by the board of directors. ARTICLE V - BOARD OF DIRECTORS (BOARD) Section 1. Composition. The board consists of the corporate officers and directors. One director shall be elected by active members working within each respective geographical jurisdiction of Oahu, Kauai, Maui-Molokai-Lanai, and Hawaii. Each collective bargaining unit exclusively represented by HGEA/AFSCME Local 152 under the Hawaii Public Employment Relations Act and any other collective bargaining unit exclusively represented by HGEA/AFSCME Local 152 shall be represented by respective directors elected by active members in the respective collective bargaining unit in accordance with the following formula: Units with membership up to 2,500-1 director Units with membership between 2,501 and 5,000-2 directors Units with membership between 5,001 and 7,500-3 directors Units with membership between 7,501 and 10,000-4 directors Units with membership between 10,001 and 12,500-5 directors Units with membership between 12,501 and 15,000-6 directors Units with membership between 15,001 and 17,500-7 directors Section 2. Term. Each director is elected for a term of two years. Each term begins on July 1 and ends on June 30. If a director fills an unexpired term of more than one year, such term constitutes a full term of two years. Section 3. Limitation. No person shall be re-elected as a director for more than two (2) consecutive full terms of two (2) years each, but after an interval of one (1) term, may be re-elected as a director for another two (2) consecutive full terms. If a director does not take office on July 1, or is elected to fill an unexpired term of more than one (1) year, such term constitutes a full term. Section 4. Regular Meetings. A regular meeting of the board of directors shall be held during each of the months of January, May and September, at such time and place as the board may fix. Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or a majority of the board of directors. - 7 -
Section 6. Notice. Notice of any special meeting shall be given at least seven (7) days previously thereto by written notice delivered personally or mailed to each director. A mailed notice shall be deemed to be delivered when deposited in the United States mail properly addressed with postage prepaid. Any director may waive notice of any meeting. Section 7. Quorum. A majority of the board's members constitutes a quorum. In the event of a vacancy, incapacity or inability of any member to perform the duties of the office, a majority of the remaining board constitutes a quorum. Section 8. Vote. Each member of the board of directors present shall be entitled to one (1) vote. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Section 9. Absence. Any member who is absent for two successive board meetings, regular or special, unless excused for good cause by the president, is deemed to have resigned as a board member. If the member is a corporate officer, the member is deemed to have resigned such office. Section 10. Vacancies. In filling vacancies the following shall apply: (a) Unexpired term over eighteen (18) months. In case of a vacancy with an unexpired term of eighteen (18) months or more in the office of director, there shall be a special election called by the board to elect a successor for the unexpired term. If the vacancy is in the office of the directors elected by the active members working within the respective geographical jurisdictions of Oahu, Kauai, Maui- Molokai-Lanai or Hawaii, the successor shall be a resident of the respective geographical jurisdictions. If the vacancy is in the office of the directors elected by the active members of a respective collective bargaining unit exclusively represented by the HGEA/AFSCME Local 152, the successor shall be from the respective collective bargaining unit of the director who formerly held the office. (b) Unexpired term of less than eighteen (18) months. In case of a vacancy with an unexpired term of less than eighteen (18) months in any office of director, the following shall apply: If the vacancy is in the office of the director elected by the active members working within the geographical jurisdictions of Oahu, Kauai, Maui-Molokai-Lanai or Hawaii, each collective bargaining unit within the geographical jurisdiction shall submit a name from its respective collective bargaining unit and the board shall select a successor from the list of names as submitted by the collective bargaining units within forty-five (45) calendar days from the date the vacancy occurs. - 8 -
If the vacancy is in the office of the director elected by the active members in a respective collective bargaining unit, the vacancy shall be filled in accordance with its unit bylaws within forty-five (45) calendar days from the date the vacancy occurs. Notwithstanding any contrary provision herein, each collective bargaining unit shall prescribe procedures to fill vacancies as described in this section in its unit bylaws. Section 11. Audit. The board shall have an annual audit and examination of the corporation's financial records made by a firm of certified public accountants duly licensed by the State of Hawaii and appointed by the board. The contract may be renewed annually, up to a maximum of five years. A CPA firm shall not be re-engaged for auditing until after an elapsed time of five years. Section 12. AFSCME Delegates. Only the board and the executive director shall be the delegates of the corporation at the biennial convention of the American Federation of State, County and Municipal Employees, AFL-CIO. The board shall establish rules to appoint alternate delegates to replace delegates who are unable to attend. Section 13. Ex-officio Retiree Director. Notwithstanding any contrary provision herein, the president of the retirees unit shall be an ex-officio director with vote on the board of directors. The retiree director is not eligible to vote at the general assembly, or be a board officer, or committee chairperson or vice chairperson. ARTICLE VI - OFFICERS Section 1. Composition. The corporate officers consist of a president, vice president, secretary and treasurer. The president is elected by active members of HGEA/AFSCME Local 152. The vice president, secretary and treasurer are elected from among and by the members of the board. Any provision in the bylaws to the contrary notwithstanding, it is not a violation of the bylaws for a director to be elected as a vice president, secretary or treasurer, but the person shall have only one vote on the board. Section 2. Term. The corporate officers are elected for two year terms. The officers' terms shall commence on July 1 and terminate on June 30. Section 3. Limitation. No person shall be elected to the same office for more than two consecutive terms. After an interval of one term, a person may be re-elected to such office for another two consecutive terms. Section 4. Vacancies. In case of a vacancy in the president's office, the vice president shall fill the vacancy. In case of a vacancy in the vice president's, secretary's or treasurer's office, the vacancy shall be filled by a person selected from among and by the members of the board. - 9 -
Section 5. President. The president shall preside at all meetings of the corporation's general membership, the general assembly and the board. Unless otherwise provided herein, the president appoints all committees with the approval of the board. The president is an ex-officio member of each committee, but shall not be counted in determining a quorum. The president shall make a report to the general assembly. Section 6. Vice President. If the president is absent or unable to act, the vice president performs the president's duties. If the president and vice president are absent or unable to act, or if there are vacancies in both offices, the general assembly, if it is in session, or if not, the board, shall elect the president to fill the unexpired term. Section 7. Secretary. The secretary shall make a record of all meeting proceedings of the general assembly, the board, and the general membership. The secretary shall give notice of meetings of the general membership, the general assembly, the board, and elections. If the president and vice president are absent or unable to act, the secretary performs the president's duties. Section 8. Treasurer. The treasurer is the custodian of the corporation's funds. All receipts made payable to the HGEA/AFSCME Local 152 shall be deposited to the corporation's credit in depositories selected by the board. The treasurer shall furnish a bond in such amount and with sureties approved by the board and at the corporation's expense. The treasurer shall pay all bills upon proper vouchers prepared by the executive director. All payments shall be by check signed by the executive director. If the executive director is unable to act, then by the deputy director. If the deputy director is unable to act, then by a staff person approved by the board. Each check shall be countersigned by the treasurer or if the treasurer is unable to act, by the president. The treasurer shall render a report of the corporation's receipts and expenditures to the general assembly. The treasurer shall make financial reports to the board at each regular board meeting. Section 9. Contracts. As directed by the board, the president, treasurer and executive director sign contracts and formal documents for the corporation. ARTICLE VII - COMMITTEES Section 1. Standing Committees. The corporation's standing committees are the committees on finance; political action; elections; recreation; community action; charter, bylaws and resolutions; and education and training. Except for the committee on elections, the initial chairperson appointed for each standing committee shall be a director. If the initial chairperson vacates the position, the vice chairperson may be appointed as chairperson (although not a director). The term of committee members commences upon their appointment and confirmation and terminates on June 30 of odd-numbered years, unless removed earlier by the president for cause. Except for the committee on finance, elections, and education and training, any corporate member in good standing may be appointed to any standing or special committee. The committee on finance is composed of members of the board. The committee on elections is composed of active members, but will not include any director or candidate for officer or - 10 -
director. The committee on education and training is composed of the chairperson and vice chairperson of the education and training committee for each island division and a chairperson and vice chairperson appointed by the board. Each committee shall make a report to the general assembly. Section 2. Finance. The committee on finance shall prepare and submit a proposed budget to the board. The committee shall review and report on the corporation's financial matters including the raising or lowering of dues to the board. Section 3. Political Action. The committee on political action shall evaluate, develop, recommend and implement a political action program including political endorsements. The committee shall promote and evaluate a legislative program. The committee shall study the Hawaii State Employees' Retirement System and related retirement programs affecting members. The committee is responsible for the P.E.O.P.L.E. (Public Employees Organized to Promote Legislative Equality) Program. Section 4. Elections. The committee on elections shall recommend to the board ways to encourage active members to seek elective offices of the corporation and to encourage members to vote. The committee shall conduct the nominations and balloting procedures of the board's elections and special membership ratification meetings specified in Article XI - Membership Meetings. Section 5. Recreation. The committee on recreation shall promote fellowship through recreational activities and report to the board about the corporation's recreational programs. Section 6. Community Action. The committee on community action shall evaluate, develop, recommend and implement a comprehensive community relations program in order to improve public understanding and support for HGEA/AFSCME and its programs. Section 7. Charter, Bylaws and Resolutions. The committee on charter, bylaws and resolutions shall recommend to the board amendments to the HGEA/AFSCME Local 152 charter and bylaws, to remove provisions which have become outdated or meaningless because of current circumstances or practices, and to ensure that the charter and bylaws are written in clear and simple language for everyone's understanding and ease and accuracy of interpretation. The committee shall have the power to put proposed amendments and resolutions in proper form and ensure that amendments and resolutions relating to a specific subject will be offered in a logical sequence. The committee shall report all proposed amendments and resolutions referred to it to the general assembly; but the committee can, if it wishes, report a proposal with no recommendation. A registered parliamentarian and/or legal counsel may advise the committee. Section 8. Education and Training. The committee on education and training shall evaluate, develop, recommend, and implement a comprehensive education and training program for leaders, stewards and members. Section 9. Other Duties. The standing committees shall discharge other duties and functions assigned to them by the general assembly, the board or the president. - 11 -
Section 10. Special Committees. The general assembly or the board may appoint special committees to consider and report on special activities. ARTICLE VIII - EXECUTIVE DIRECTOR Section 1. Appointment. The board shall appoint the executive director. It may remove the executive director only for cause. Section 2. Compensation. The board shall fix the compensation of the executive director, provided, that the salary shall not be less than the salary of any subordinate employee of the corporation. Section 3. Administration. The executive director is the corporation's chief executive officer. The executive director is responsible for the management of all corporate affairs. The executive director shall manage the corporation's business according to the policies of the general assembly and the board. The executive director has general supervision of all corporation employees and is responsible for the employees' performance of duties. Section 4. Records. The executive director shall have custody of all corporate books, records, documents, correspondence and property. Section 5. Funds. The executive director is responsible for the collection of all moneys due to the corporation, shall give receipts therefor and shall transmit all moneys to the treasurer's custody. The executive director shall disburse the corporation's funds upon proper vouchers. The executive director shall keep an accurate account of all of the corporation's properties, transactions and receipts and disbursements. The executive director shall furnish a bond in an amount and with sureties approved by the board and at the corporation's expense. Section 6. Reports. The executive director shall submit a report to the general assembly. The executive director shall report on the corporation's affairs at each regular board meeting. Section 7. Employees. (a) On recommendation of the executive director, the board may authorize the employment of employees and shall fix their compensation and terms of employment. The executive director has the sole authority to appoint employees. The executive director may suspend or remove any employee for cause, but the employee may appeal to the board. The decision of the board is final on such appeal. (b) Any provision in the bylaws to the contrary, the terms and conditions of collective bargaining agreements shall prevail for employees covered by collective bargaining agreements. - 12 -
ARTICLE IX - SUSPENSION, REMOVAL, AND EXPULSION Section 1. Expulsion. Any corporate member may be suspended or expelled for cause. Cause includes, but is not limited to a violation of the corporation's bylaws, failure to pay dues or any conduct prejudicial to the corporation's best interest. Section 2. Suspension or Removal. Any officer, director, or corporate committee member, or subordinate body official may be suspended or removed for cause. Cause includes but is not limited to failure to perform the duties of the position, misuse of funds or property of the corporation or a subordinate body, any violation of rules and policies governing the conduct of the board or comparable organ of a subordinate body and any act or failure to act which is cause for suspension or expulsion of a corporate member. Section 3. Procedure. The subject of any proposed suspension, removal or expulsion shall be given written notice of the reasons therefor and be given an opportunity to appear and be heard in person or by counsel at a meeting of the board or comparable organ of a subordinate body, provided, that no hearing is required for suspension or expulsion for nonpayment of dues. Such written notice shall be given at least ten (10) days before such meeting. An affirmative vote of two-thirds of the board members or comparable organ of a subordinate body present is required for suspension, removal or expulsion. Section 4. Appeal. Any official or member suspended, removed, or expelled by a subordinate body may appeal to the board under the board's procedures. Section 5. Arbitration. Any corporate official or member suspended, removed, or expelled by the board or any official or member suspended, removed or expelled by a subordinate body after appealing to the board, may request arbitration by an impartial arbitrator within fifteen (15) days after the board's decision. If the president and the official or member involved cannot agree on an arbitrator within ten (10) days, after the appeal is accepted and set for arbitration by the board, or if the president is the party requesting such arbitration, the presiding judge of the First Circuit Court of Hawaii shall appoint one. The decision of the arbitrator shall be final and binding. The fees of the arbitrator, the cost of transcription, and any necessary general costs shall be shared equally by the corporation and the involved appellant. Each party will pay the cost of presenting its own case and the cost of any transcripts. ARTICLE X - DUES Section 1. Amount. The dues payable by all active members shall be determined by the general assembly. Associate members shall pay the minimum of $2.00 per month, provided that the board may increase this amount. Section 2. Payment. Dues are payable before the first day of the month. - 13 -
Section 3. Good Standing. A member who is delinquent in the payment of dues is not in good standing. ARTICLE XI - MEMBERSHIP MEETINGS Section 1. General Membership. General membership meetings may be called to act upon amendments to the charter of incorporation or the bylaws for the consolidation, merger, or dissolution of the corporation and for other purposes provided by the State's laws. Section 2. Subordinate Bodies. A general membership meeting may be held separately by subordinate bodies at the same or different times, in which case only the same proposal or subject matter is considered by each subordinate body. The voting results at each subordinate body's meeting are considered to determine the general membership's action. Section 3. Notice. Meeting notices may be given by publication in the corporation's official publication or any newspaper of general circulation in the State. The notice shall be published at least fifteen days before the meeting. Section 4. Quorum. One hundred members in person constitutes a quorum of a general membership meeting. Section 5. Ratification of collective bargaining agreements. Any provision in the bylaws to the contrary notwithstanding, the executive director may call meetings of the members of the subordinate bodies to ratify collective bargaining agreements without regard to Section 3 of this Article. ARTICLE XII - FISCAL YEAR The corporation's fiscal year begins on the first day of July of each year and ends on the last day of June of the following year. ARTICLE XIII - CORPORATE SEAL The board shall adopt a suitable corporate seal. ARTICLE XIV - PARLIAMENTARY PROCEDURE On questions of parliamentary procedure not covered in the bylaws, Robert's Rules of Order Newly Revised governs. - 14 -
ARTICLE XV - EFFECTIVE DATE An amendment to the bylaws takes effect upon its adoption unless dated otherwise. ARTICLE XVI - MASCULINE INCLUDES FEMININE Wherever used in these bylaws, the masculine gender shall be deemed to include the feminine gender. Revised: November, 2006 July, 2010 August, 2017-15 -
ISLAND DIVISION OFFICES OAHU 888 Mililani Street, Suite 401 Honolulu, HI 96813-2991 P.O. Box 2930 Honolulu, HI 96802-2930 Phone: (808) 543-0000 Fax: (808) 528-4059 Email: oahudiv@hgea.org HAWAII 495 Manono Street Hilo, HI 96720-4422 Phone: (808) 935-6841 Fax: (808) 961-2437 Email: hawaiidiv@hgea.org KAUAI 3213 Akahi Street Lihue, HI 96766-1108 Phone: (808) 245-6751 Fax: (808) 245-9632 kauaidiv@hgea.org MAUI 2145 Kaohu Street, Suite 206 Wailuku, HI 96793-2257 Phone: (808) 244-5508 Fax: (808) 244-3621 Email: mauidiv@hgea.org www.hgea.org