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* Chapter Incorporation Documentation * |
Dear Member:
Your Board of Directors is writing to solicit your support in adopting a Plan of Incorporation whereby the Hawaii Aloha Chapter of Certified Residential Specialists will be re-organized, effective the end of this year, into a Hawaii nonprofit corporation. Currently, our Chapter is an unincorporated association. The National Council of Residential Specialists has requested that the Chapter incorporate its operations. Your Board of Directors believes it will be beneficial for the Chapter to take this step and operate as a Hawaii nonprofit corporation given the clearer authority addressing the operations of nonprofit corporations Hawaii law as compared with unincorporated associations.
You will find enclosed with this letter the following materials:
1. Resolution of Members Adopting Plan of Incorporation (Goldenrod).
2. Plan of Incorporation (Blue).
3. Annex 1 to Plan of Incorporation—proposed Articles of Incorporation for new Hawaii nonprofit corporation (Pink).
4. Annex 2 to Plan of Incorporation—proposed Bylaws for new Hawaii nonprofit corporation (Green).
5. Form of Proxy regarding the proposed Plan of Incorporation (Yellow).
We ask that you carefully review the materials enclosed with this letter which are also available on the Chapter's website at HawaiiCRS.com. The intent of the Plan of Incorporation (or “Plan”) is to provide for an orderly transition of the operations of the Chapter into an incorporated nonprofit corporation. While this is not intended to be a complete summary of the plan, we direct your attention to a few key components.
First, you will note that the intent is for the transition to occur at the end of this year. This was chosen because the directors and officers of the Chapter are elected in August of each year to serve calendar year terms. The intent is to not to shorten the term of any currently serving officer or director of the Chapter. However the Plan provides for incorporation of the new nonprofit corporation (referred to as the "Corporation") now so that initial officers and directors of the Corporation (named in the proposed Articles of Incorporation), may conduct a nomination and election process so that our membership can elect this August its leadership to lead the new Corporation in 2010.
Second, the Plan contemplates the continued operation of the Chapter in its current unincorporated association form through the remainder of this year while the Corporation conducts an election for our leadership for 2010.
Third, because Hawaii's nonprofit statute, Hawaii Revised Statutes Section 414D, places some limitations on how a nonprofit corporation's Board may be structured and also contains certain provisions not consistent with the Chapter's current Bylaws, the proposed Bylaws for the Corporation differ in some respects from the Chapter's current Bylaws. You may view the Chapter's current Bylaws at the Chapter's website HawaiiCRS.com, or if you would like one mailed to you please contact the Chapter. At our website you can also view a marked copy to show changes between the current Bylaws of the Chapter and the proposed Bylaws of the Corporation.
These differences in the Bylaws are in most cases relatively minor and, of course, you should review the proposed Bylaws. For your convenience, we wish to point out what we believe to be the most significant changes and direct your attention to the provisions of Articles VI and IX of the proposed Bylaws of the Corporation. Under the Article VI of the proposed Bylaws, the Corporation will have a Board of 15 members rather than 20. These 15 members shall consist of (i) the elected officers, (ii) the immediate past president and (iii) 10 “At-Large” directors at least one of them from Maui, one from Kauai and two from the Big Island. These “At-Large” directors will serve staggered two-year terms with approximate one-half elected each year. The Board believes that using staggered board terms will provide more continuity.
The changes in Article IX of the Bylaws reflect in large part the fact that Hawaii's nonprofit corporation statute differentiates between committees of the Board of Directors, which must be populated solely by directors and elected by majority of the directors in office and advisory committees which do not have the authority to act on behalf of the nonprofit Corporation. Further, Section 2 of article IX provides that there will be three Board standing committees, the Nominating Committee, the Budget Committee and the Strategic Planning Committee. This provision also provides for three advisory committees, Membership, Education and Program and Public Relations. Unlike the current Chapter Bylaws, committee chairs would no longer automatically serve on the Board of Directors although any chair of a Board Committee would necessarily be a director.
We welcome your vote on the proposed Plan of Incorporation. Approval of the proposed Plan of Incorporation will be by adoption of the enclosed Resolutions of Members which will require a vote of not less than two-thirds of the members entitled to vote and whose votes are represented at our special meeting to be held May 6, 2009. The quorum necessary will be 5% of the voting membership, which is, pursuant for Chapter’s Bylaws, Designated Members and Non-Designated Members in good standing as of the date of this notice. Consistent with our past practice, we offer you the ability to vote using our electronic voting system--“Zoomerang”--or you may mail us the enclosed form of proxy not later than May 4, 2009, and your membership interests will be voted as instructed therein. If you have any questions please feel free to contact Crystal Lancaster, Chapter Administrator, at #(808) 733-7060, ext. 105.
Very truly yours,
Board of Directors
Letter To Members
Resolution of Members Adopting Plan of Incorporation
Plan of Incorporation
Annex 1 to Plan of Incorporation - Proposed Articles of Incorporation for new Hawaii nonprofit corporation
Annex 2 to Plan of Incorporation - Proposed Bylaws for new Hawaii nonprofit corporation
Form of Proxy regarding the Plan of Incorporation |
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