Kuau Bayview Articles of Incorporation
The undersigned, desiring to form a nonprofit corporation under the laws of the State of Hawaii, hereby executes the following articles of incorporation:
The name of the corporation (the "Corporation") shall be KU'AU BAYVIEW AT PAIA HOMEOWNERS' ASSOCIATION.
ARTICLE II: PERIOD OF DURATION
The duration of the Corporation is perpetual.
The street address of the Corporation's initial office is 822 Bishop Street, Honolulu, Hawaii 96813. The Board of Directors may change the principal office of the Corporation to such other place in the State of Hawaii as may be from time to time designated by the Board. The Corporation may have such other offices within the State of Hawaii as its business may from time to time require.
The purposes for which the Corporation is organized are to provide for the management, maintenance, landscaping, protection, preservation, aesthetic and architectural control and development of the Subdivision, Common Areas and Improvements and Facilities, as those terms are defined in that certain "Declaration of Covenants, Conditions and Restrictions (Ku'au Bayview at Paia)" referred to in Article V, paragraph A below, to perform all of the duties and functions of the "Association" referred to in said Declaration, and to promote the health, safety and welfare of its members.
In furtherance of the foregoing objects and purposes and in accordance with the laws of the State of Hawaii applicable to nonprofit corporations, the Corporation shall have and exercise any and all powers, rights, privileges and immunities which are now or may hereafter be secured by law to nonprofit corporations organized under the laws of the State of Hawaii. Without limitation as to other powers stated or referred to in these Articles, the Corporation shall have the following powers:
A. It may exercise all of the powers and privileges and perform all of the duties and obligations of the Ku'au Bayview at Paia Homeowners' Association as set forth in that certain Declaration of Covenants, Conditions and Restrictions (Ku'au Bayview at Paia) dated May 30, 1996, executed by A & B Properties, Inc., a Hawaii corporation and recorded in the Bureau of Conveyances of the State of Hawaii as Document No. 96-077076, as the same may be amended or supplemented from time to time as therein provided (said Declaration and all amendments and supplements thereto being incorporated herein and made a part hereof and being hereinafter referred to as the "Declaration"). The term "Association," as used in the Declaration, shall be synonymous with the term "Corporation" as used herein. All capitalized terms, unless otherwise expressly defined herein, shall have the meanings given to such terms in the Declaration.
B. It may, by any lawful means, fix, levy, collect and enforce payment of all charges or assessments pursuant to the terms of the Declaration, and pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Corporation, including all licenses, taxes, or governmental charges levied or imposed against the property of the Corporation.
C. It may acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Corporation.
D. It may borrow money, and mortgage, pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred.
E. It may at any time and from time to time, and without liability to any member or members for trespass, damage or otherwise, enter upon any Lot for the purpose of maintaining and repairing the same, if for any reason whatsoever the member or members thereof fail to maintain and repair such Lot as required under the terms of the Declaration or for the purpose of removing any improvement, structure, or equipment constructed, reconstructed, refinished, altered, or maintained upon such area in violation of the terms of the Declaration.
F. It may from time to time in its own name, or on its own behalf, or in the name and on behalf of any member or members who consent thereto, commence and maintain actions and suits to restrain and enjoin any breach or threatened breach of the terms of the Declaration or to enforce by mandatory injunction or otherwise all of the provisions of the Declaration.
G. The Corporation shall have the power and authority from time to time to grant and convey to any third parties for reasonable compensation and on such other terms as the Corporation may approve, such easements, rights-of-way, parcels, or strips of land in, on, over or under the Lots of the Subdivision, for the purpose of:
- (i) installing, operating, and maintaining wires, conduits, transformers, switching terminals, and other equipment for the transmission of electricity, for lighting, power, telephone, television, and other purposes, and any necessary facilities in connection therewith; and
- (ii) constructing, operating, and maintaining public sewers, storm water drains, land drains and water systems, sprinkler systems, water and gas lines, or pipes and any necessary facilities in connection with the foregoing.
H. Insofar as permitted by law, it may do any other things that, in the opinion of the Board of Directors, will promote the benefit and enjoyment of its members.
The forgoing powers shall be liberally construed and shall not be deemed to exclude by inference any powers which the Corporation is or may become empowered to exercise, whether expressly or impliedly through reasonable construction of any applicable laws now or hereafter in effect.
The Corporation shall at all times perform and observe all obligations to be performed or observed by the Corporation under the Declaration.
ARTICLE VI: NONPROFIT CORPORATION
The Corporation is not organized for profit and it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the Corporation or except upon liquidation of its property in the case of corporate dissolution.
The membership of the Corporation shall consist of such members as are specified in the Bylaws of the Corporation (the "Bylaws") and the Declaration.
The Corporation shall have the one class of voting membership set forth below. All voting rights are subject to any voting restrictions set forth in Chapter 415B [ was repealed and replaced with 414D ] of the Hawaii Revised Statutes.
Members shall be all owners of residential lots. Members shall be entitled to one (1) vote for each residential lot owned. When more than one (1) person holds an interest in any lot, all such persons shall be members; but in no event shall more than one (1) vote be cast with respect to any one (1) lot.
There shall be a Board of Directors of the Corporation to consist of not less than three (3) nor more than seven (7) directors (but always of an odd number), and until the members of the Corporation shall otherwise determine at any annual or special meeting of the Corporation, or until the Board shall otherwise determine, the Board of Directors shall consist of three (3) directors. Not less than one member of the Board of Directors shall be a resident of the State of Hawaii, and in the absence of one such member, the Board of Directors shall not function. The members of the Board of Directors shall be elected or appointed at such times, in such manner and for such terms, subject to the provisions set forth in this Article IX as may be prescribed by the Bylaws and the Declaration. The Board of Directors shall have full power to control and direct the business and affairs of the Corporation and to manage its properties, subject, however, to any limitations which may be set forth in statutory provisions, in these Articles, in the Bylaws, or in the Declaration.
The officers of the Corporation shall consist of a President, one or more Vice Presidents as determined by the Board of Directors in accordance with these Articles, a Secretary, a Treasurer, and such other officers and assistant officers and agents as may be determined by the Board of Directors in accordance with these Articles. The officers shall be elected or appointed at such times, in such manner and for such terms, subject to the provisions of this Article X, as may be prescribed by the Bylaws.
All officers of the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in the Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with the Bylaws.
ARTICLE XI: INITIAL DIRECTORS AND OFFICERS
The names and residence addresses (or post office box addresses where specific street addresses are not available) of the persons who are to act as the initial directors and officers of the Corporation until their successors are duly elected pursuant to the Bylaws are as follows:
Name |
Office |
Residence |
Jeff D. Faulkner |
Director, President |
PO Box 3001, Kahului, HI 96732 |
Christine HH Camp |
Director, Vice President |
55 S Judd St, #1503, Honolulu, HI 96817 |
Hideo Kawahara |
Director, Secretary/Treasurer |
PO Box 249, Pukalani, HI 96788 |
ARTICLE XII: LIMITATION OF LIABILITY
The property of the Corporation shall alone be liable for the payment of its debts and discharge of its obligations. Neither the members of the Corporation, nor the members of the Board of Directors, nor any of the officers, employees, contractors or agents of the Corporation, shall have any personal liability for the payment of such obligations, except that the members of the Corporation shall be subject to assessment for and on account of debts, expenses, and obligations of the Corporation as provided in the Declaration.
No voluntary dissolution of the Corporation or liquidation of its assets shall take place without the assent of the owners of three-fourths (3/4) of the total Lots (as that term is defined in the Declaration), obtained by vote at a meeting of the members of the Corporation duly called and held for the purpose of authorizing such dissolution or liquidation. Written notice, setting forth the purpose of the meeting, shall be given to all members not less than thirty (30) days in advance of the meeting. Upon any such dissolution or liquidation, the assets of the Corporation, whether real, personal or mixed, after payment of all debts of the Corporation, shall be conveyed to a successor organization, which shall succeed to all the rights and obligations of the Corporation with respect to such assets.
ARTICLE XIV: RELATED TRANSACTIONS
No contract or other transaction between the Corporation and any other person, firm, corporation, partnership, association. or other organization (the "Other Party"), and no act of the Corporation, shall in any way be affected or invalidated by the fact that any of the directors, officers, employees, or agents of the Corporation are parties to such contract, transaction, or act or are pecuniarily or otherwise interested in the same or are directors, officers, employees, agents, or members of any such Other Party (all such directors, officers, employees, and agents who are parties to such contract, transaction, or act, or who are so interested in the same, or who are directors, officers, employees, agents, or members of such Other Party, are herein called the "Interested Persons"); provided that the interest of such Interested Person shall be disclosed or shall have been known to the Board of Directors authorizing or approving the same, or to a majority thereof, prior to such authorization or approval. Any director of the Corporation who is a party to such transaction, contract, or act or who is pecuniarily or otherwise interested in the same or is a director, officer, employee, agent, or member of such Other Party, may be counted in determining a quorum of any meeting of the Board of Directors which shall authorize or approve any such contract, transaction, or act and may vote thereon with like force and effect as if he or she were in no way interested therein. No Interested Person possessing any interest in any such contract, transaction, or act of the Corporation which shall be approved by the Board of Directors, nor any Other Party to such contract, transaction or act, shall be liable or accountable to the Corporation, or to any member thereof, for any loss incurred by the Corporation pursuant to or by reason of such contract, transaction or act, or for any gain received by any such Interested Person or Other Party pursuant thereto or by reason thereof.
The Bylaws shall be adopted by the initial Board of Directors of the Corporation.
In the event of any conflict between the provisions of these Articles and the Declaration, or between the Bylaws and the Declaration, the provisions of the Declaration shall control in each instance; provided, however, that in the event of any conflict between the provisions of the Declaration and the provisions of Chapter 415B [ was repealed and replaced with 414D ], Hawaii Revised Statutes, as amended, the provisions of Chapter 415B [ was repealed and replaced with 414D ] shall control.
These Articles may be amended only by the vote of the owners of at least two-thirds (2/3) of the total Lots (as that term is defined in the Declaration) at a meeting at which a quorum is present.
The undersigned hereby certifies under penalties of Section 415B-158 [ was repealed and replaced with 414D ], Hawaii Revised Statutes, as amended, that he has read the above statements and that the same are true and correct to the best of his knowledge.
Witness my hand this 7th day of June, 1996.
Incorporator