HAWAII ASSOCIATION for BEHAVIOR ANALYSIS
The activities of this Corporation shall be those necessary and appropriate to accomplish the purposes of the Corporation as stated in the Articles of Incorporation.
Principal Office. The principal office of the Corporation shall be at such place in the State of Hawaii as the Board of Directors shall from time to time determine.
Registered Office and Agent. The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Hawaii as required by Hawaii law. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.
Membership. Membership in the Corporation shall be evidenced by the membership roll of the Corporation. The power to admit members shall be vested solely in the Board of Directors. There shall be three classes of membership as described below. Each Full Member is entitled to one (1) vote on each matter submitted to a vote of members, except the election of the Student Representative. Student Members shall have the right to vote only for the election of the Student Representative and no other voting rights. Affiliate Members, including Honorary Members, shall have no voting rights in the Corporation.
(a) Full Members. Full Member status shall be granted to individuals who apply for membership in the Corporation and are certified by the Behavior Analyst Certification Board.
(b) Student Members. Student Member status shall be granted to individuals who apply for membership in the Corporation and are enrolled in an academic degree program, internship, or resident program relevant to a career in behavior analysis. Applications for Student Member status must be accompanied by proof of enrollment in an academic degree program, or internship, or residency program. Student Members shall have the right to vote only for a student representative to the Board of Directors.
(c) Affiliate/Community Members. Affiliate member status shall be granted to individuals who apply for membership in the Corporation and do not meet the criteria for Full or Student Member status, or individuals appointed as Honorary Members by the Board of Directors.
Admission of Members; Term; Expulsion for Non-Payment. The power to admit members shall be vested solely in the Board of Directors. A person who wishes to become a member must submit a completed application form and pay annual membership dues (if any) as established by the membership committee. Applicants shall also submit such additional information, including transcripts, diplomas, references, and other documents that the Board of Directors may require to verify they meet the requirements for membership. Each Member shall be a Member for an initial term commencing on the date such person is approved for membership and continuing until the next December 31. Membership shall be renewed for the period January 1 through December 31 of any year, if a Member pays the member dues for such year. Membership paid online via PayPal will be set to automatically renew each year until the member or organization cancels the auto-renew subscription, or payment information is no longer valid. Any Member who has not paid his or her yearly dues by the date of Corporation’s annual membership meeting shall not be allowed to vote at the annual meeting.
Election of Officers. Members will have an annual opportunity to elect Board of Directors to fill vacant positions. If there is only one nominee for an open position, no election is needs and that member is automatically appointed to the position.
Special Meetings. Special member meetings for any purpose or purposes may be held at any time upon the call of the President or any Vice-President, the Board of Directors, or upon the call of not less than ten percent (10%) of the members.
Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual or special meeting of the members. If no designation is made, the place of meeting shall be the principal office of the Corporation. Virtual meetings may be held in lieu of, or in addition to, in person meetings in an effort to make participation available to all islands.
Notice of Meetings; Record Date. Notice of all member meetings, whether annual or special, stating the place, virtual join-in information as applicable, day and hour of the meeting and whether it is annual or special, and in case of a special meeting the purpose or purposes thereof, shall be given personally, by mail or by electronic mail or other form of electronic transmission to the extent permitted by Hawaii law, at least ten (10) days before the meeting. If by mail, such notice shall be deemed to be delivered when deposited in the United States mail postage prepaid and addressed to the member at such address as appears on the membership roll of the Corporation. Notice given by electronic mail shall be deemed given when directed to an electronic mail address to which a member has consented to receive notice. Notice for an annual meeting at which any action is proposed to be taken that would require member approval, must include a description of the action to be taken that would require such member approval. The record date for determining the members entitled to notice of or to vote at a members’ meeting shall be set by the Board, provided that such record date is not more than seventy (70) days prior to the date of the meeting. If no record date for notice is set by the Board, then the members at the close of business on the business day preceding the day on which notice is given are entitled to notice of the meeting. If no record date for voting is set by the Board, then the members on the day prior to the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
Waiver of Notice. Any member may waive the notice described in Section 3.5, by delivering a written, signed waiver of such notice for inclusion in the minutes or filing with the Corporation’s records. A member’s attendance at a meeting waives any objection to deficiencies in meeting notice unless, at the beginning of the meeting, the member objects to holding the meeting or transacting all or specific business at the meeting.
Adjourned Meetings and Notice Thereof. Any meeting of the members, annual or special, whether or not a quorum is present, may be adjourned by the vote of a majority of the members present; but in the absence of a quorum no business may be transacted at any such meeting. Notice need not be given of any new date, time, or place to continue such meeting if the new date, time, and place are announced at the meeting before adjournment. If a new record date for the adjourned meeting must be fixed under Hawaii law, however, notice of the adjourned meeting shall be given in the manner set forth in Section 3.5 to the members of record as of the new record date.
Quorum and Voting. Ten percent (10%) of votes entitled to be cast on a matter and represented at a meeting of members shall constitute a quorum with respect to that matter. At all meetings of members, every member shall have the right to vote in person or by appointing a proxy. Each Full Member shall have one (1) vote and all such members shall vote as a single class. The affirmative vote of the majority of votes represented and entitled to vote at a meeting at which a quorum is present is required for the action of the members unless a greater vote is required by Hawaii law, these Bylaws or the Articles of Incorporation.
Action Without Meeting. Any action required or permitted to be taken at any meeting of the membership may be taken without a meeting if approved by not less than eighty percent (80%) of the members by executing a written consent setting forth the corporate action to be taken.
Membership List. After fixing the record date for the notice of a meeting, the Corporation shall prepare an alphabetical list of the names of its members entitled to notice of the meeting. The list shall show the email address of each member entitled to vote at the meeting. The Corporation shall prepare on a current basis through the time of the membership meeting, a list of members, if any, entitled to vote at the meeting or by mail, but not to notice thereof. These lists shall be available for inspection by any member for the purpose of communication with other members concerning the meeting, at the Corporation’s principal office or a reasonable place identified in the meeting notice in the city where the meeting will be held, beginning two (2) business days after notice of the meeting is given and continuing through the meeting. A member, a member’s agent or attorney is entitled upon written demand to inspect, and subject to any limitations in Hawaii law relating to the purposes for which a list may be utilized, copy the list at a reasonable time and at the member’s expense during the period it is available for inspection. The Corporation shall make the list of members available for inspection by members or their agents at the meeting.
Expulsion of Members. The power to expel or suspend members shall be vested solely in the Board of Directors. The Board of Directors may expel or suspend any member for any reason. No member shall be expelled or suspended unless (i) not less than fifteen (15) days prior to the membership meeting called for the purpose of such expulsion or suspension the corporation sends the member by mail written notice of the proposed expulsion or suspension and the reasons therefore to the member’s last known address as shown on the corporation’s records and (ii) the member is provided the opportunity to be heard orally or in writing by the membership. Any member who has been expelled may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension. Any proceeding challenging the expulsion or suspension, including a proceeding in which a defective notice is alleged, shall commence within one year after the effective date of expulsion, suspension or termination.
Article IV-BOARD OF DIRECTORS
Number, Election and Qualification of Directors. The number of the elected directors shall be fixed and directors shall be elected by the Corporation’s Full Members voting as a single class at any meeting called for such purpose, but in no event less than three (3) or more than nine (9). In addition the elected directors, Student members may elect on an annual basis one (1) director to serve as the Student Representative who shall have all the rights, privileges, and responsibilities of a director. If there are no Student members, a Student Representative can be appointed by the Board of Directors. The directors shall serve without compensation for service in their capacities as a director. Directors must be members of the Corporation.
Term of Office. Other than the initial directors, directors shall be elected annually by an online vote of members to hold a three-year term, with approximately one-third of the directors elected each year on a staggered basis. All directors shall hold office commencing January 1st of the year immediately following their election. Directors may not hold more than two (2) successive full terms in office, not including any service as a director elected to fill a vacancy for an unexpired term.
Vacancies. If a position on the Board of Directors becomes vacant, the Board may appoint an individual to fill the unexpired term if the remaining term of office is less than one (1) year, including the Student Representative director.
Removal. Any director may be removed from office for violation of Corporation policies by a majority of directors present at any meeting. Notice of violation of policy will be communicated to the director by the President prior to the meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Reduction. No reduction of the number of directors, or term of office, shall have the effect of shortening a director’s term of office.
Conflicts of Interest. No person shall act as a director or officer when there is a material conflict of interest between such person and the Corporation. The Corporation shall have a conflicts of interest policy adopted by Board resolution. The Board of Directors shall resolve any question regarding any conflict of interest in accordance with such conflicts of interest policy.
Article V-MEETINGS OF THE BOARD OF DIRECTORS
Regular Meetings. Regular meetings of the Board of Directors shall be held, at least monthly, at such times and places as the Board of Directors may provide by resolution. Meetings can be held online. No notice other than such resolution need be given.
Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Vice-President, or by twenty percent (20%) of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. Notice of each special meeting shall be given in accordance with Section 5.4 of these Bylaws.
Notice. The Secretary shall give notice of each meeting of the Board of Directors (for which notice is required) by electronic communication not less than seven days prior to the meeting. by electronic mail to the electronic mail address at which the director has consented to receive notice by electronic mail. Cancellation or emergency change of location will be given personally or by telephone with as much advanced notice as possible. Notice need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or attend such meeting without protesting, prior to or at its commencement, the lack of notice to him or her. Except as otherwise provided by law, the Articles or these Bylaws, a notice or waiver of notice need not state the purposes of such meeting.
Quorum, Voting and Adjournment. A majority of the number of directors fixed pursuant to Section 4.1 of these Bylaws shall constitute a quorum. No action taken, other than the appointment of directors to fill vacancies, shall bind the Corporation unless it shall receive the affirmative vote of a majority of the directors present at a meeting at which a quorum is present unless a greater vote is required by these Bylaws, the Articles or Hawaii law. In the absence of a quorum, the presiding officer or a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.
Telephone/Video Conference Meetings. Subject to the notice requirements in Section 5.4 hereof, members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board or of such committee by means of a conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other simultaneously. Participation by such means shall constitute presence in person at a meeting.
Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee designated thereby, may be taken if all the directors or all of the members of the committee, as the case may be, sign a written consent setting forth the action taken or to be taken at any time before or after the intended effective date of such action. Such consent shall be filed with the minutes of the Board of Directors or committee, as the case may be, and shall have the same effect as a unanimous vote.
Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director’s dissent or refusal to vote is entered in the minutes of the meeting or unless the director either files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards such dissent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Article VI-POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Powers. The corporate powers of this Corporation shall be vested in the Board of Directors to the fullest extent permitted by the laws of the State of Hawaii, except as otherwise provided or reserved to the members by the Articles of Incorporation, these Bylaws, or law. The Board of Directors shall have general charge of the affairs, funds, and property of the Corporation, and shall have full power, and it shall be their duty, to enforce the Bylaws.
Duties. It shall be the duty of the Board of Directors to conduct, manage and control the affairs and business of the Corporation and to promulgate and enforce rules and regulations therefor not inconsistent with Hawaii law, the Articles of Incorporation and the Bylaws of the Corporation.
Committees. The Board of Directors, by resolution adopted by a majority of the directors then in office, may designate one or more Board committees and appoint directors to serve on such committees, that shall, to the extent provided in such resolution, have and exercise all the authority of the Board of Directors, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. The Corporation may also have such advisory committees as the Board of Directors may determine from time to time. Such advisory committees shall not have authority to act on behalf of the Corporation, but shall advise the Board of Directors.
Officers. The officers of the Corporation shall be the President, President-Elect/Vice President, Secretary and Treasurer, and such other officers as the Board of Directors shall from time to time elect, with such duties as from time to time may be prescribed by the Board of Directors or these Bylaws. All officers must be members of the Corporation.
Election and Term of Offices. All officers shall be elected by the members and shall serve until their successors are elected. Any two (2) or more offices may be held by the same person, provided that the Corporation shall have not fewer than three (3) persons as officers, and provided further that the President may not hold any other office concurrently. All officers shall be subject to removal at any time by the Board of Directors whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby. The Board of Directors may, in its discretion, elect acting or temporary officers, elect officers to fill vacancies occurring for any reason whatsoever, and limit or enlarge the duties and powers of any officer elected by it.
Term: Three years – serving as President-Elect, President, and Past-President.
Estimated Time Commitment: Approximately 20 hours per month, but up to 15 hours per week depending on issues that arise.
General Overview: The President shall preside at all meetings of the Board of Directors. Unless otherwise determined by the Board of Directors, the President shall have general charge and supervision of the Corporation and shall serve as the Corporation’s Chief Executive Officer. The President shall arrange for the annual meeting, which includes appointing a program chair for that conference, as well as preside at all Board of Directors Meetings and the Annual Member Meeting during his or her presidential year. The President also is responsible for the counting of nomination and election ballots, as well as the ballots in any referenda submitted to the voting membership and shall exercise general supervision over the affairs of the Corporation. The President shall perform such other duties as are incident to the office or are required by the Board of Directors. The President may not serve in any other office during his/her term as President.
Term: Three years – serving as President-Elect, President, and Past-President.
Estimated Time Commitment: approximately 10-15 hours per month, possibly more the month or two before conference.
General Overview: According to the HABA Bylaws, in the absence or disability or refusal to act by the President, the President Elect/Vice-President shall perform all of the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President Elect/Vice-President shall have such powers and perform such other duties as from time to time may be prescribed by the President, the Board of Directors or the Bylaws. Unless determined otherwise by the Board of Directors, the President Elect/Vice President shall become the President upon the completion of the President’s term.
Estimated Time Commitment: approximately 5-10 hours per month, possibly more.
General Overview: In the absence of both the President and the President-Elect, or in the event of their inability or refusal to act, the Past President shall perform all duties of the President and, when so acting, shall have all the power of, and be subject to all the restrictions on, the President.
The Past President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Estimated Time Commitment: approximately 15 hours per month on average, but up to 20 hours per month immediately prior to and following events and when HABA taxes are due.
General Overview: According to the HABA Bylaws, the Treasurer shall exercise general supervision over the receipt, custody, and disbursement of corporate funds. The Treasurer shall prepare and administer the Corporation’s budget and shall prepare such reports, including annual reports of the Corporation, as may be necessary. The Treasurer shall perform all other duties assigned by the Board of Directors. The Treasure-Elect, if elected, shall, in the order designated by the President or the Board of Directors, perform all the duties and exercise all the powers of the Treasurer during the absence or disability of the Treasurer or whenever the office is vacant, and shall perform all the duties assigned by the President or the Board of Directors. Prior experience with and knowledge of financial accounting for nonprofit organizations is strongly suggested.
Estimated Time Commitment: approximately 5-10 hours per month
General Overview: According to the HABA Bylaws, the Secretary shall keep the minutes of all meetings of the Board of Directors. The Secretary shall keep, or cause to be kept, a register showing the names of the directors and officers with their addresses. The Secretary shall give notice in conformity with the Bylaws of all meetings of the Board of Directors. The Secretary shall also perform all other duties assigned by the Board of Directors. The Assistant Secretary or Assistant Secretaries, if elected, shall, in the order designated by the President or the Board of Directors, perform all the duties and exercise all the powers of the Secretary during the absence or disability of the Secretary or whenever the office is vacant, and shall perform all the duties assigned by the President, the Secretary or the Board of Directors. The Secretary also sees that all notices are duly given in accordance with the provisions of the HABA Bylaws or as required by law.
Marketing/Public Relations Committee Chairperson:
Estimated Time Commitment: approximately 5-10 hours per month, possibly more the month or two before conference/events or when redesign or re-branding efforts are underway. General Overview: According to the HABA Bylaws, the Public Relations(PR)/Marketing Committee Chairperson assists HABA in increasing its visibility in the community and developing and executing strategies to enhance the image of HABA through communications with the membership, general community, and various media sources. The Chairperson also coordinates advertising with other relevant committees, contractors, and vendors of the corporation. The PR/Marketing Chairperson works alongside the Events Committee and Legislation Committee to help promote the various events and activities supported by each committee. The PR/Marketing Committee leads HABA in its implementation of HABA’s public relations and marketing initiatives and strategies in support of HABA’s strategic plan. The membership of the committee is comprised of the Events Chair and President-Elect/Vice-President. Non-Board members with marketing and communications experience may also serve on the committee with prior approval from the Board.
Legislative Committee Chairperson:
Estimated Time Commitment: Approximately 10 hours per month on average, with a significant increase during the legislative session. General Overview: According to the HABA Bylaws, the Legislative Committee Chairperson assists the Board of Directors in analyzing how public policy trends could impact behavior analysis and to assist in determining how HABA can anticipate and adjust to public policy trends in order to more effectively achieve its organizational goals or to be an important contributor to the policy dialogue. The Legislative Committee Chairperson will submit testimony on behalf of HABA, representing themselves as the Legislative Committee Chairperson, for bills related to behavior analysis in the state of Hawaii.
Events Committee Chairperson:
Estimated Time Commitment: Approximately 10-20 hours per month on average, with a significant increase in the two-three months before the annual convention. Must be present for the annual convention. General Overview: The Events Committee Chairperson leads HABA in offering behavior analytic events to its members and the community. An annual convention of members will be held each year. The Events Committee Chairperson is responsible for leading the Events Committee and ensures coordination of all HABA offered events.
Estimated Time Commitment: Approximately 5 hours per month on average
General Overview: The Student Representative is responsible for representing the interests of Student members and reporting on occurrences in the student behavior-analytic community to ensure HABA is focused on meeting the needs of all members.
Nonvoting Representative Positions:
Estimated Time Commitment: Approximately 1-5 hours per month on average
General Overview: The Parent Representative is responsible for representing the interests of parent members and reporting on occurrences in the parent community to ensure HABA is focused on meeting the needs of all members.
Neighbor Island Representative:
Estimated Time Commitment: Approximately 1-5 hours per month on average
General Overview: The Neighbor Island Representative is responsible for representing the interests of members on neighbor islands (all islands except Oahu), reporting on events and the status of behavior analytic services on neighbor islands, and for engaging in efforts to disseminate behavior analysis on neighbor islands.
A certified public accountant or an accounting firm may be appointed by the Board of Directors at its annual meeting to serve as the Corporation’s auditor until a successor is elected. No director or officer of the Corporation shall be eligible to serve as auditor. The auditor, if so appointed, shall, at least once in each fiscal year, and more often if required by the Board, examine the books and papers of the Corporation and compare the statements of the Treasurer with the books and records of the Corporation, and otherwise audit the books of the Corporation, and thereafter make appropriate reports to the Board.
DISBURSEMENTS AND CONTRIBUTIONS
Disbursements. Disbursements of the funds of the Corporation for the purposes for which it is organized shall be made by the Board of Directors in its discretion. Limitations on Disbursements. The Board of Directors shall not make any disbursements or contributions of the funds or assets of the Corporation to or for the benefit, directly or indirectly, of any member, director or officer of the Corporation, except for reasonable payments for services actually rendered to the Corporation by a members.
Inspection of Corporate Records. The books of account and minutes of proceedings of the members and directors shall be open to inspection upon the written demand of the member or any director, at a reasonable time and place, and for a purpose reasonably related to such member’s or director’s interests as a member or director. Such inspection may be made in person or by an agent or attorney, and shall include the right to make copies. Demand for inspection must be made in writing upon the President, the Secretary or any Assistant Secretary of the Corporation at least five (5) days before the date on which the member or director wishes to inspect and/or copy the documents.
EXECUTION OF INSTRUMENTS
All checks and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise provided in these Bylaws, shall be signed by such person or persons as shall be provided by general or special resolution of the Board of Directors, and in the absence of any provision in these Bylaws or any such general or special resolution applicable to any such instrument, then such instrument shall be signed by the President or the President Elect/Vice-President, and by the Treasurer or the Secretary. Unless authorized by the Board of Directors, no officer, agent or employee of the Corporation 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.
The Board of Directors may provide for the execution of checks by the printed, lithographed or engraved facsimile signature or signatures of the person or persons authorized to sign checks. Inspection of Bylaws. The Corporation shall keep in its principal office the original or a copy of the Bylaws as amended, certified by the Secretary, which shall be open to inspection by the member and directors at all reasonable times during office hours. Section 10.4 No Loans. The Corporation shall not lend or advance money to, other than customary travel or expense advances, or otherwise guarantee the obligations of any of its directors, officers or members.
The Corporation may have a seal of such form as the Board of Directors may from time to time determine.
The Bylaws may be amended or repealed in accordance with the provisions of the Articles of Incorporation.
These Bylaws have been adopted by the Board of Directors effective November, 2015.