Bylaws Draft

Article I — Name and Purposes

Section 1.1 — Name

The name of this corporation is Access100 (hereinafter referred to as the “Corporation”).

Section 1.2 — Purposes

The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The Corporation is dedicated to reducing barriers to community integration and participation for people with disabilities, specifically in the areas of employment and civic engagement, including but not limited to:

• Providing jobs, job training, vocational rehabilitation, and employment opportunities for individuals with disabilities through contracted services;
• Assisting government agencies and community organizations in reaching all citizens, including those with disabilities, through accessible services and communications;
• Promoting civic engagement and full community participation for people with disabilities;
• Educating the public, employers, and government entities about disability inclusion, accessibility standards, and best practices; and
• Engaging in any lawful activities incidental to the foregoing purposes.

Article II — Offices

Section 2.1 — Principal Office

The principal office of the Corporation shall be located in the State of Hawaii at such place as the Board of Directors may designate from time to time.

Section 2.2 — Other Offices

The Corporation may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require.

Article III — Members

Section 3.1 — No Voting Members

The Corporation shall have no voting members. Any action which would otherwise require approval by a majority of all members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Directors.

Section 3.2 — Non-Voting Affiliates

The Board of Directors may establish categories of non-voting affiliates with such rights, privileges, and obligations as the Board may determine.

Article IV — Board of Directors

Section 4.1 — General Powers

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 4.2 — Number and Tenure

The number of Directors shall be not less than three (3) nor more than nine (9). Each Director shall hold office for a term of three (3) years or until a successor has been elected and qualified. Directors may serve unlimited consecutive terms.

Section 4.3 — Qualifications

Directors need not be residents of the State of Hawaii. Directors shall have a demonstrated commitment to the mission and purposes of the Corporation.

Section 4.4 — Election of Directors

Directors shall be elected at the annual meeting of the Board of Directors. Directors may be elected by written ballot or by any electronic means authorized by the Board.

Section 4.5 — Removal of Directors

Any Director may be removed, with or without cause, by a two-thirds (2/3) vote of the remaining Directors at any regular or special meeting of the Board, provided that notice of the proposed removal is given to all Directors at least ten (10) days before the meeting.

Section 4.6 — Vacancies

Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall serve for the unexpired term of their predecessor in office.

Section 4.7 — Compensation

Directors shall not receive compensation for their services as Directors, but may be reimbursed for reasonable expenses incurred in the performance of their duties.

Article V — Meetings of the Board of Directors

Section 5.1 — Annual Meeting

The annual meeting of the Board of Directors shall be held during the first quarter of each fiscal year at such time and place as determined by the Board for the purpose of electing officers and transacting such other business as may come before the meeting.

Section 5.2 — Regular Meetings

Regular meetings of the Board of Directors shall be held at least quarterly at such times and places as determined by the Board. The Board shall establish a regular meeting schedule at the beginning of each fiscal year.

Section 5.3 — Special Meetings

Special meetings of the Board of Directors may be called by the Chair, the President, or by any two (2) Directors. Notice of special meetings shall be given at least five (5) days before the meeting and shall state the purpose for which the meeting is called.

Section 5.4 — Notice of Meetings

Notice of any meeting of the Board of Directors shall be given at least five (5) days prior to the meeting by written notice delivered personally, sent by mail, or by electronic communication to each Director at their address as shown on the records of the Corporation.

Section 5.5 — Quorum

A majority of the number of Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.6 — Manner of Acting

Except as otherwise provided in these Bylaws, 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 5.7 — Action Without a Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by all of the Directors. Such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 5.8 — Participation by Electronic Means

Directors may participate in any meeting by means of conference telephone, video conference, or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 5.9 — Open Meetings

Consistent with the Corporation’s commitment to accountability, Board meetings shall generally be open to observation by the public, except for executive sessions addressing personnel matters, litigation, or other confidential matters as determined by the Board.

Article VI — Officers

Section 6.1 — Officers

The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. The Board may create additional officer positions as needed. The same person may hold two or more offices, except that the Chair may not simultaneously serve as Secretary.

Section 6.2 — Election and Term of Office

Officers shall be elected annually by the Board of Directors at the annual meeting. Each officer shall hold office until a successor has been duly elected and qualified, or until the officer’s death, resignation, or removal.

Section 6.3 — Removal

Any officer may be removed by a majority vote of the Board of Directors whenever, in the Board’s judgment, the best interests of the Corporation would be served thereby.

Section 6.4 — Vacancies

A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 6.5 — Chair

The Chair shall preside at all meetings of the Board of Directors, shall serve as the chief volunteer officer of the Corporation, and shall perform such other duties as may be prescribed by the Board.

Section 6.6 — Vice Chair

The Vice Chair shall perform the duties of the Chair in the absence of the Chair and shall perform such other duties as may be assigned by the Chair or the Board of Directors.

Section 6.7 — Secretary

The Secretary shall keep accurate records of all meetings of the Board of Directors, shall give proper notice of meetings, shall be custodian of the corporate records and seal, and shall perform such other duties as may be assigned by the Chair or the Board.

Section 6.8 — Treasurer

The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Corporation, shall cause to be deposited all monies in the name of the Corporation, shall render financial reports to the Board, and shall perform such other duties as may be assigned by the Chair or the Board.

Article VII — Committees

Section 7.1 — Standing Committees

The Board of Directors may establish such standing committees as it deems necessary or appropriate. Standing committees shall include, at minimum, an Executive Committee and a Finance Committee.

Section 7.2 — Executive Committee

The Executive Committee shall consist of the officers of the Corporation and shall have authority to act on behalf of the Board between meetings, except that it may not: (a) amend the Articles of Incorporation or Bylaws; (b) elect, appoint, or remove Directors or officers; (c) approve a merger, dissolution, or sale of substantially all corporate assets; or (d) take any action prohibited by law or these Bylaws.

Section 7.3 — Finance Committee

The Finance Committee shall be responsible for overseeing the Corporation’s financial affairs, including budget preparation, financial reporting, and audit oversight.

Section 7.4 — Ad Hoc Committees

The Chair, with Board approval, may establish ad hoc committees for specific purposes and limited duration.

Section 7.5 — Committee Reports

Each committee shall report its activities to the Board of Directors at regular meetings.

Article VIII — Fiscal Matters

Section 8.1 — Fiscal Year

The fiscal year of the Corporation shall be the calendar year, unless otherwise determined by the Board of Directors.

Section 8.2 — Annual Budget

The Board of Directors shall adopt an annual budget prior to the beginning of each fiscal year.

Section 8.3 — Financial Review

The Corporation shall have its financial statements reviewed or audited annually by an independent accountant as determined by the Board of Directors.

Section 8.4 — Contracts and Financial Obligations

The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 8.5 — Checks and Disbursements

All checks, drafts, or other orders for payment of money shall be signed by such officers or agents as the Board of Directors shall designate. For amounts exceeding a threshold set by the Board, two signatures shall be required.

Article IX — Conflicts of Interest

Section 9.1 — Conflict of Interest Policy

The Board of Directors shall adopt and maintain a Conflict of Interest Policy to ensure that all Directors and officers act in the best interests of the Corporation.

Section 9.2 — Disclosure

Directors and officers shall disclose any potential conflicts of interest and shall recuse themselves from voting on matters in which they have a personal financial interest.

Article X — Indemnification

Section 10.1 — Indemnification

The Corporation shall indemnify any Director, officer, employee, or agent of the Corporation to the fullest extent permitted by Hawaii law against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action, suit, or proceeding arising out of their service to the Corporation, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Corporation.

Section 10.2 — Insurance

The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee, or agent against any liability asserted against them in such capacity.

Article XI — Amendments

Section 11.1 — Amendments to Bylaws

These Bylaws may be altered, amended, or repealed by a two-thirds (2/3) vote of the Directors present at any regular or special meeting, provided that at least ten (10) days written notice of the proposed amendment is given to all Directors.

Article XII — Dissolution

Section 12.1 — Dissolution

Upon dissolution of the Corporation, after paying or making provision for the payment of all liabilities, the Board of Directors shall dispose of all remaining assets exclusively for the purposes of the Corporation or to organizations which are organized and operated exclusively for charitable, educational, or scientific purposes and which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.