By-Laws

BY-LAWS OF THE HONOLULU COMMUNITY CONCERT BAND, INC.
(Revised 9/17/16)

ARTICLE I
PURPOSES AND NONPROFIT CHARACTER

SECTION 1.1 Purposes. The purposes of the corporation shall be as specifically set forth in ARTICLE III of the Charter of Incorporation.

SECTION 1.2 Nonprofit Character. The corporation shall be a nonprofit corporation, and any net income or earnings which may be derived from its operations, in pursuance of the purposes of the corporation, shall not be distributed to any member, director, or officer of the corporation, but shall be used to promote the purposes of the corporation. The Board of Directors shall serve without compensation.

SECTION 1.3 Non-Discrimination. There shall be no discrimination on the basis of race, color, religion, sex, national origin, marital status, age or handicap with regard to hiring, assignment, promotion, or other conditions of staff employment, use of volunteers, or delivery of other services. This policy shall apply to membership on the organization's governing body and its duly organized committees.

ARTICLE II
PRINCIPAL OFFICE

SECTION 2.1 Principal Office. The principal office of the corporation shall be maintained at such place within the State of Hawaii as the Board of Directors shall determine.

SECTION 2.2 Place of Meetings. All meetings of the members and of the Board of Directors shall be held at the principal office of the corporation, unless some other place is stated in the call. Any meeting, regular or special, of either the Board of Directors or of the members, may be held by conference telephone or similar communication equipment, so long as all directors or all members participating in the meeting can hear one another, and all such directors or members shall be deemed to be present in person at the meeting. Alternately, decisions by the Board of Directors may be made by polling each director necessary to establish a quorum by the chairman.

SECTION 2.3 Seal. The Board of Directors may adopt and use a common seal.

ARTICLE III
MEMBER MEETINGS

SECTION 3.1 Annual Meeting. The annual meeting of the members(1) (as defined by the Board of Directors) of the corporation shall be held on such day within ninety (90) days following the close of each fiscal year (as established by Article IX), as the Board of Directors shall designate.

SECTION 3.2 Regular Meetings. The members may establish regular meetings to be held in such places and at such times as the members may from time to time by vote determine.

SECTION 3.3 Special Meetings. Special meetings of the members may be held at any time upon the call of the Board of Directors, or upon the call of one-fourth (25%) of all of members of the corporation.

SECTION 3.4 Notice of Meetings. Subject to SECTION 3.2 of ARTICLE III, notice setting forth the time and place of the annual and any special meetings and the general nature of the business to be considered shall be given by the secretary or by the person or one of the persons calling the meeting, at a normally scheduled rehearsal.

SECTION 3.5 Quorum. At any meeting of members, of which proper notice has been given, a majority of members present in person or by proxy (provided that not more than three-fourths (75%) of the votes present are by proxy), shall constitute a quorum, and the concurring vote of a majority of the members constituting a quorum shall be valid and binding upon the corporation, except as otherwise provided by law, by these Bylaws, or by the Charter of Incorporation of the corporation.

SECTION 3.6 Voting. Each member is entitled to one (1) vote, either in person or by proxy, at all meetings of the members of the corporation. The authority given by a member to any person to represent such member at meetings of the members shall be in writing, signed by such member, and shall be filed with the Secretary-Treasurer, and unless limited by its terms such authority shall be deemed good until revoked in writing.

SECTION 3.7 Adjournment. Any meeting of the members, whether annual or special, may be adjourned from time to time, whether a quorum be present or not, without notice other than the announcement at the meeting. Such adjournment may be to such time and to such place as shall be determined by a majority of the members present.

SECTION 3.8 Consent of Members in Lieu of Meeting. Whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action permitted by the statutes of the State of Hawaii governing corporations generally, the meeting and vote of members may be dispensed with if all of the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE IV
BOARD OF DIRECTORS

SECTION 4.1 Election. There shall be a Board of Directors of the corporation, to consist of not less than three (3) nor more than twelve (12) elected members of the band. There shall always be a President, a Vice-President, a Secretary and a Treasurer; however the offices of secretary and treasurer may be held by one person. Additional directors may include the following: Membership Director, Publicity Coordinator, Librarian, Property Manager, Fund Raising Coordinator, and Members-at-large, and appointed members including: the conductor, the assistant conductor, and the business manager. The number of directors for the ensuing year shall be fixed by the members at each annual meeting and the number so designated shall then be elected by ballot by the members, to hold office until the next annual meeting and thereafter until their successors shall be duly elected, and, within the foregoing limitation as to the minimum number, the number of directors may be decreased or increased by the members at any meeting and, in case the number is increased, the additional directors shall be elected by ballot as if elected at an annual meeting. Notwithstanding the foregoing, the members may vote if a majority of them determine that the directors shall serve on a staggered basis, with one-half (1/2) of the directors to be elected for a one-year term, one-half (1/2) for a two-year term and with one-half (1/2) of the Board elected annually thereafter for a two-year term.

SECTION 4.2 Election of Officers. A meeting of the Board of Directors shall be held before the annual meeting of the members. At such meeting, the Board of Directors shall elect the officers of the corporation for the ensuing year.

SECTION 4.3 Chairman. The Board may appoint from among its members a Chairman who shall preside at all meetings, and serve during the pleasure of the Board, and perform such other duties as may be assigned to him/her by the Charter of Incorporation, these Bylaws, or by the Board.

SECTION 4.4 Regular Meetings. The Board of Directors may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and no further notice thereof shall be required.

SECTION 4.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President of the corporation or by any two (2) directors.

SECTION 4.6 Notice of Meetings. Except as otherwise expressly provided, reasonable notice of any meeting of the Board of Directors shall be given to each director (other than the person or persons calling the meeting and other than the person giving notice of the meeting) by the secretary or by the person or one of the persons calling the meeting, by advising the director of the meeting by word of mouth or electronic media or by telephone or by leaving written notice or any other normally accepted means of communication thereof with him/her or at his/her residence or usual place of business.

SECTION 4.7 Notice Unnecessary. The presence at any meeting by any director shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such director. No notice of a meeting of the Board of Directors need be given to any director who at the time is absent from the Island of Oahu.

SECTION 4.8 Quorum. At a meeting a majority of the total number of directors at which the Board of Directors has been fixed by the members shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is present at the meeting a quorum of all the directors at which the Board of Directors has been fixed.

SECTION 4.9 Adjournment. In the absence of a quorum at a meeting duly called, the President 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 4.10 Action by Consent. Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

SECTION 4.11 Permanent Vacancies. If any permanent vacancy shall occur in the Board of Directors through death, resignation, or other cause, the remaining directors, by the affirmative vote of a majority of all remaining members of the Board, may elect a successor director to hold office for the unexplored portion of the term of the director whose place shall be vacant. The Board of Directors may elect a successor for any officer whose office becomes vacant for any of the foregoing reasons.

SECTION 4.12 Temporary Vacancies. Substitute Directors - If any temporary vacancy shall occur in the Board of Directors through the absence of any director from the Island of Oahu or the sickness or disability of any director, the remaining directors, whether constituting a majority or a minority of the whole Board, may by the affirmative vote of a majority of such remaining directors appoint some person as a substitute director, who shall be a director during such absence, sickness, or disability and until such director shall returns to duty or the office of such director shall becomes permanently vacant.

SECTION 4.13 Proxies. Voting by proxy shall be permitted at any meeting of the Board of Directors and of any committees, boards, or bodies created by the Board.

SECTION 4.14 Powers. The Board of Directors shall manage the property and business of the corporation and shall have and may exercise all of the powers of the corporation except such as are reserved to or may be conferred from time to time by law or by the Charter of Incorporation and any amendments thereto or by the Bylaws upon the members of the corporation.

SECTION 4.15 Committees. The Board of Directors may create and appoint such general or special committees of any kind as the business of the corporation may require and define the authority and duties of such committees, except that such committees shall not have the power to fill vacancies in the Board of Directors, or any such other powers as may be reserved to the Board of Directors by statute or otherwise.

SECTION 4.16 Gifts and Contributions. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.

SECTION 4.17 Procedure. The Board of Directors shall fix its own rules of procedure, which shall not be inconsistent with these Bylaws.

ARTICLE V
OFFICERS AND MANAGEMENT

SECTION 5.1 Appointment Term. The officers of the corporation shall be the President, the Vice President(s), the Secretary-Treasurer, and in addition thereto, at the discretion of the Board of Directors, such other officers, with such duties, as the Board of Directors shall from time to time determine. The officers shall be elected annually by the Board of Directors as outlined in Section 4.2. Each officer must be a director or member of the Corporation, unless otherwise specified by the Board. Any person may hold more than one office provided that there be at least three (3) persons as officers of the Corporation. The Board of Directors may, at its discretion, from time to time limit or enlarge the duties and powers of any officer appointed by it.

SECTION 5.2 The President. The President shall be the chief executive officer of the corporation. S/He shall preside at all meeting of the members and in the absence of the Chairman of the Board of Directors, or if no Chairman of the Board of Directors shall have been appointed, the President shall preside at all meetings of the Board of Directors S/He may call special meetings of members at his/her discretion and shall call annual meetings of members, as provided by these Bylaws Subject to the directions and controls of the Board of Directors, the President shall have the general management, supervision, and control of all of the property, business, and affairs of the corporation, and exercise such other powers as the Board may from time to time confer upon him/her.

SECTION 5.3 The Vice President(s). The Vice President(s) shall, in such order as the Board of Directors shall determine, perform all of the duties and exercise all of the powers of the President provided by these Bylaws or otherwise, during the absence or disability of the President or whenever the office of President shall be vacant, and shall perform all other duties assigned to him/her or them by the Board of Directors or the President. The Board of Directors may designate one of the Vice President(s) as Executive Vice President(s) and the Vice President(s) so designated shall be first in order to perform the duties and exercise the power of the President in the absence of that officer.

SECTION 5.4 The Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, and shall record the proceedings thereof in the minute book or books of the corporation. S/He shall give notice, in conformity with these Bylaws, of meetings of members and, where required, of meetings of the Board of Directors.

SECTION 5.5 The Treasurer. The Treasurer shall have custody of all of the funds, notes, bonds, and other evidences of property of the corporation. S/He shall deposit or cause to be deposited in the name of the corporation all monies or other valuable effects in such banks, trust companies, or other depositories as shall from time to time be designated by the Board of Directors. S/He shall make such disbursements as the regular course of the business of the corporation may require or the Board of Directors may order. S/He shall perform all other duties incident to his/her office or which may be assigned to him/her by the President or the Board of Directors.

SECTION 5.6 Absence of Officers. In the absence or disability of the President and Vice President, or Vice Presidents if more than one, the duties of the President (other than the calling of meetings of the members and the Board of Directors) shall be performed by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary/ Treasurer the duties of the Secretary/ Treasurer shall be performed by such person or persons as may be designated for such purpose by the Board of Directors.

SECTION 5.7 Conflict of Interest. Any issue relative to a conflict of interest or perception of a conflict of interest shall be determined by the Board of Directors. Directors shall have no financial interest in or be engaged in an official capacity in any business undertaken with the organization by which she or he may stand to benefit directly.

SECTION 5.8 Nepotism. Any persons employed under contract by this organization or serving on the Board of Directors shall be chosen on the basis of merit and not on that of family relationship to a member or members of the Board of Directors.

ARTICLE VI
REMOVALS, VACANCIES, AND ABSENCES

SECTION 6.1 Removals. The members of the corporation may at any time depose or remove from office for or without cause, any director, officer, subordinate officer, agent, or employee. The Board of Directors may at any time remove from office or discharge from employment any officer, subordinate officer, agent, member, or employee appointed by it or by any person under authority delegated by it.

ARTICLE VII
AUDIT OF BOOKS OF THE CORPORATION

The Board of Directors may, from time to time, cause a complete audit to be made of the books of the corporation and shall thereafter make appropriate reports to all members of the Board of Directors and of the corporation. The Board of Directors may appoint some person, firm, or corporation engaged in the business of auditing to act as the auditor of the corporation.

ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

SECTION 8.1 Contracts. The Board of Directors may by general or special resolution authorize the President and/or any other officer or officers of the corporation to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, member, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

SECTION 8.2 Checks, etc. All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidences of indebtedness shall be signed or endorsed by such authorized person or persons or in such manner as shall from time to time be determined by the Board of Directors.

SECTION 8.3 Facsimile Signatures. The Board may provide for the execution of any corporate instrument or document, including, but not limited to checks, letters of credit, drafts, and other orders for the payment of money, by a mechanical device or machine or by the use of facsimile signatures.

SECTION 8.4 Funds. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE IX
INSPECTION OF CORPORATE RECORDS AND BYLAWS

SECTION 9.1 Inspection of Corporate Records. The books of account and the minutes of proceedings of the membership and directors shall be open to inspection upon written request of any member, at any reasonable time, and for a purpose reasonably related to his/her interests as a member. Request for inspection other than at a meeting shall be made in writing to the President, the Secretary- Treasurer, or any other officer designated by the Board of Directors.

SECTION 9.2 Inspection of Bylaws. The corporation shall keep in its principal office for the transaction of business a copy of the Bylaws of the corporation as amended or otherwise altered to date, which shall be open to inspection by the members at all reasonable times during office hours.

ARTICLE X
LIABILITY AND INDEMNIFICATION

SECTION 10.1 Liability. No director, officer, employee, member, or agent of the corporation and no heir, executor, or administrator of any such person shall be liable to this corporation for any loss or damage suffered by it on account of any action or omission by him/her as such director, officer, employee, member, or agent if s/he acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of this corporation, unless with respect to an action or suit by or in the right of the corporation to procure a judgment in its favor such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his/her duty to this corporation.

SECTION 10.2 Indemnification.

(a) The corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) because s/he is or was a director, officer, employee, member, or agent of the corporation or any division of the corporation, against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding if s/he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which s/he reasonably believed to be in or not opposed to the best interests of this corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

(b) The corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because s/he is or was a director, officer, employee, member, or agent of the corporation or any division of the corporation, against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if s/he acted in good faith and in a manner s/he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his/her duty to this corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) To the extent that a director, officer employee, member, or agent of the corporation or any division of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in paragraphs (a) and (b) of this SECTION, or in defense of any claim, issue, or matter therein, s/he shall be indemnified and held harmless against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him/her in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) of this SECTION (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, member, or agent is proper in the circumstances because s/he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination may be made (1) by the Board by a majority vote of a quorum consisting of members of the Board who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested members of the Board so directs, by independent legal counsel in a written opinion to the corporation.

(e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in a particular case upon receipt of an undertaking by or on behalf of the director, officer, employee, member, or agent to repay such amount unless it shall ultimately be determined that s/he is entitled to be indemnified and held harmless by the corporation as authorized in this ARTICLE.

(f) The indemnification and hold harmless provisions of this ARTICLE shall not be deemed exclusive of any other rights to which those indemnified and held harmless may be entitled, shall continue as to a person who has ceased to be a director, officer, employee, member, or agent, and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person.

(g) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, member, or agent of the corporation or any division of the corporation against liability asserted against or incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the corporation would have the power to indemnify and hold him/her harmless against such liability under the provisions of this ARTICLE. Any such insurance may be procured from any insurance company designated by the Board.

ARTICLE XI
FISCAL YEAR

The fiscal year of the corporation shall be such as may from time to time be established by the Board of Directors.

ARTICLE XII
AMENDMENT TO BYLAWS

The Bylaws, and every part thereof may from time to time and at any time, be amended, and new or additional bylaws may be by an affirmative vote of not less than a majority of all the members of the corporation at any meeting of the members of the corporation if notice of the proposed amendment shalt have has been given in the notice for such meeting, or by written consent of not less than a three-fourths (3/4) majority of all members of the corporation.