ARTICLES OF INCORPORATION
KONA RC FLYERS, INC.
77-6436 Kilohana Street
Kailua Kona, HI 96740
1. The purpose for which the Corporation is formed is to educate the public on all aspects of model aviation including applicable rules and regulations; design; building and flying.
2. The Corporation will aid in so far as possible the national program of the Academy of Model Aeronautics, for the continual advancement of model aviation in all its phases in the United States.
3. The Corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The Corporation is a membership organization with a Board of Directors and Officers.
1. No part of the net earnings of the Corporation shall be distributed to its Members, Directors, Officers, or other private persons.
2. The Corporation shall not carrying on propaganda, or attempt to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
3. Not withstanding any other provisions of these Articles the Corporation shall not carry on any other activities not permitted by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Upon the dissolution of the Corporation, the Board of Directors:
(1) Shall pay or make provision for the payment of all liabilities of the Corporation.
(2) The remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized exclusively for the purposes specified in section 501(c)(3) of the Internal Revenue Code and which has established its tax-exempt status under that section.
(3) In accordance with Hawaii Revised Statutes Section 414D-233 the corporation shall give the attorney general written notice that it intends to dissolve before the time it delivers the articles of dissolution to the STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division. The notice shall include a copy or summary of the plan of dissolution.
(4) No assets shall be transferred or conveyed as part of the dissolution process until twenty days after it has given the written notice required to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, the transfer or conveyance, whichever is earlier.
(5) When all or substantially all of the assets have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.
In accordance with Hawaii Revised Statutes Section 414D-308 the corporation shall file an annual report on or before March 31 of each year that reflects the state of the corporation's affairs as of January 1 of the year when filed.
KONA RC FLYERS, INC.
The purposes and objects of this Corporation shall be those set forth in its Articles of Incorporation.
Section 1. Members Qualification.
(a) Membership in the Corporation shall be available to all individuals interested in Model aircraft. Insurance by the Academy of Model Aeronautics is required by the Corporation to operate remote controlled aircraft. Members must therefore be members of the Academy of Model Aeronautics.
(b) An individual may hold only one (1) membership.
Section 2. Termination
Termination of a membership requires a majority vote at member meeting. Any paid-up dues will then be refunded.
Section 3. Place of Meeting.
The annual meeting to elect Officers is held on the island of Hawaii as the Board of Directors shall determine.
Section 4. Annual Meeting.
(a) The annual meeting of the Members held each year at a time, place and date designated by the President of the Corporation no later than three months following the end of the Corporation's fiscal year.
(b) The purpose of the meeting is
(1) The election of officers
(2) The consideration of the reports of officers, committees and directors
(3) The transaction of other proper business.
(c) After all reports have been given the new Officers shall be installed, and all the books and records of the outgoing officers shall be turned over to their successors. All Committee records shall be turned over to the newly installed President.
Section 5. Special Meetings.
Special meetings of the members of the Corporation may be held at any time upon the call of the President, or upon the call of a majority of the Board of Directors, notification by email, or in person shall be made to each Board Member, at least five (5) days prior to any special meeting. If notice is given pursuant to the provisions of this section, the failure of any member to receive actual notice of meeting shall in no way invalidate the meeting or any proceedings.
Section 6. Notice of Meetings.
(a) The President or Vice President, or the Secretary of each regular or special meeting of Members gives a notice, in writing, not less than five (5) days before the meeting.
(b) The notice states the time and place of the meeting, and, if a special meeting, its purpose and object.
Section 7. Waiver of Notice of Meetings.
(a) A Member may waive notice of the time, place and purpose of any meeting of Members, either
(1) By written waiver specifying the date and either before or after such meeting or
(2) By attendance in person at the meeting.
Section 8. Quorum.
A quorum at any regular or special meeting of Members consists of at least three (3) of the Members of the Corporation.
Section 9. Organization.
(a) The President presides at all meetings of the Members under Roberts Rules of Order Newly Revised.
(b) If the President is absent, the Vice President presides and has all the powers conferred upon the President when acting as presiding officer of the meeting.
(c) The Secretary performs secretarial duties for all meetings of the Members.
(d) If the Secretary is absent, the presiding officer may appoint any person to act as Secretary for the meeting.
Section 10. Order of Business.
The order of business at Members meetings is as follows:
1. Reading minutes of previous meeting.
2. Report of Directors of Committees.
3. Reports of Officers.
4. Unfinished business.
5.New or miscellaneous business.
Section 11. Dues
(a) Annual dues of the Corporation shall be determined by a majority of members present at the annual membership meeting.
(b) Payment of said dues entitle members to a full year’s membership, starting upon receipt of membership application.
(c) Members in arrears of dues for two (2) consecutive months shall be notified of non-payment of dues. Membership privileges shall be suspended, including voting rights.
(d) Any former member may be reinstated by payment of dues. No re-instatement fee shall apply.
Board of Directors and Officers
Section 1. Number.
(a) The officers of the corporation are a President, a Vice Present, a Secretary, a Treasurer and a Safety Coordinator. The Board of directors shall consist of these officers. A majority of the Board of Directors may establish other Directors for the current term. The affairs of the Club shall be managed by this Board of Directors.
(b) Any two offices may be held by the same person.
(c) If an instrument is required to be executed, acknowledged or verified by two (2) or more officers, no officer shall execute, acknowledge or verify any instrument in more than one capacity.
(d) Each office is for a term of one year and until a successor is elected, whichever period is longer.
(e) At each annual meeting of the Members an election is held to fill the seats of the officers whose term is expiring.
(f) The directors are not necessarily residents of the State of HAWAII.
Section 2. Vacancies.
If any director elected by the Members resigns for any reason, the remaining directors may elect a successor director to serve until the expiration that term until a successor is elected by the Members.
Section 3. Time and Place of Meeting.
(a) The Board of Directors meet at least once a year.
(b) The Board of Directors fix a time and place for their meeting after the annual meeting of Members.
Section 4. Call and Notice of Meetings.
(a) Meetings of the Board of Directors may be called at any time by the President, Vice President, or the Secretary or by a majority of the Board of Directors.
(b) Attendance at any meeting operates as a waiver of notice.
(c) Any meeting at which a majority of the Directors are present is a valid meeting for business transacted.
Section 5. Quorum.
A majority of the Board of Directors constitutes a quorum for the transaction of business.
Section 6. Compensation.
The Board of Directors shall not receive compensation except for reimbursement of expenses incurred to the extent permitted by the Articles of Incorporation.
Section 7. Removal.
A majority of the Board of Directors may remove or suspend any officer at any time without notice and without cause by the affirmative vote of a majority of the entire Board.
Section 8. Vacancies and Absence.
(a) If an office becomes vacant for any reason, a majority of the Board of Directors may elect a successor to hold the office for the unexpired term.
(b) In case of the absence of any officer of the corporation, the Board may delegate the powers and duties of the officer to any other officer or Director.
Duties of Officers
Section 1. President.
(a) Is the chief executive officer and active head of the corporation.
(b) Has general control and management of all the Corporation’s business affairs.
(c) Presides at all meetings of the Board of Directors.
(d) Performs the duties incident to the office of the President.
Section 2. Vice President.
The Vice President performs the duties delegated to or required by the Board of Directors or the President.
Section 3. Secretary.
(a) Keeps a record of all proceedings of the Board of Directors and all meetings of Members.
(b) Has charge of the membership book of the Corporation.
(c) Performs other duties as pertain to his office or required by Board of Directors.
Section 4. Treasurer.
(a) Has custody of all funds and securities of the Corporation.
(b) Keeps a record of all monies received and paid out.
(c) Keeps books of accounts of the financial condition of the Corporation and provides an annual statement at the annual meeting of Members and any other financial statements that the Board of Directors may request.
(d) Deposits in the depository or depositories designated by the Board of Directors all of the money received by the Corporation.
(e) Provides all state and federal returns required by law.
(f) On the expiration of his term of office, delivers to his successor papers, property, books, and monies possessed or under control.
Section 5. Safety Coordinator.
Responsible for monitoring proper field setup, oversight of pilots flight and pit activities, and will make him/herself available to all members regarding safety questions that may arise.
There are no shares or other ownership interest in the Corporation.
Voting and Elections
Section 1. Nominations
At the annual meeting the President shall call for nominations from the floor.
Section 2. Voting
Voting shall be by hand of members present. The results shall be announced immediately following.
Section 3. Tied Vote.
In case of a tied vote in an election, the a majority of the Board of Directors shall cast a tie-breaking vote.
An affirmative vote at a meeting of the Members may alter, amend, add to, or repeal these bylaws.
Assent of Members
(a) Any person becoming a Member of this Corporation is deemed to assent to these Bylaws and any alterations, amendments or additions.
(b) They shall designate the desired address for notices sent by the Corporation.
(c) In the event a Member fails to designate an address, notices will be sent to an address the Secretary believes the member may be reached.
Approved at Annual Member Meeting 1/19/2019