The HWEA Board of Directors is recommending the following change to the Constitution and Bylaws. This amendment will be discussed at the General Membership meeting on August 23, 2022. You may send any questions or comments to Alicia Suzuki president@hwea.org.
Background: The WEF Bylaws Subcommittee offers the Hawaii WEA suggestions for Constitution and Bylaws for the purpose of confirming that the Member Association Bylaws are in harmony with those of WEF.
Words with strikethroughs are deletions. Words that are underlined are additions. Where there are inconsistencies in naming conventions, the amendments voted on the latest take precedent.
Amendment 1: Add Section on Indemnification.
Rationale: Many non-profit bylaws include indemnification provisions — language that expresses the intent of the non-profit to cover the expenses a board member might incur in defending an action and paying settlements or judgments related to his/her service on the organization.
Amendment 2: Add language on when dissolution of the association may occur.
Rationale: Association members can consider dissolving the organization. Examples of reasons: the organization has ceased operating, there are insurmountable challenges to the organization’s sustainability, another organization is adequately fulfilling the needs that the organization was created to address, or the nonprofit organization is merging with another nonprofit organization and will be dissolving as a result.
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18 DISPOSITION OF ASSETS UPON DISSOLUTION
18.1 In the event of dissolution of the Association the property and assets thereof, after providing for all obligations and liabilities of the Association, shall then be disposed of exclusively for the purposes of the Association in such manner, or to such organizations exempt from Taxation under Section 501(c)(3) of the Internal Revenue Code, as shall be determined by the Board.
18.2 Dissolution of the Association may take place in pursuant with the Hawaii Revised Statues.
18.2 18.3 Notice of dissolution shall be given to the WEF within 30 days.
20 INDEMNIFICATION
The Association shall indemnify any person who is or has been a Trustee, Delegate, Officer, or Committee Member (hereinafter “Indemnified Person”) of the Association against legal expenses and liabilities reasonably incurred or imposed on the indemnified person in connection with serving the Association. Details regarding limitations of indemnification, procedure, subrogation, surety, applicable law and insurance are in accordance with procedures established by the Board.
The full HWEA Constitution & Bylaws (Revised March 2020) can be viewed HERE.