BY LAWSHAWAII BICYCLING LEAGUE(A Hawaii nonprofit corporation)

These bylaws of Hawaii Bicycling League (the "Corporation") supersede the bylaws
adopted on December 2, 2000, and all amendments thereto.

ARTICLE IORGANIZATION OF CORPORATION AND ACTIVITIESThe Corporation is organized and shall be operated exclusively for the exempt purposes
set forth in the articles of incorporation, as permitted to a Hawaii nonprofit corporation exempt fromfederal tax under Section 501(c)(3) of the Internal Revenue Code, and all of the Corporation's activities
shall be performed in furtherance of such exempt purposes.

ARTICLE II
OFFICES AND REGISTERED AGENT
Section 2.1 Mailing Address of Principal Office. The Corporation shall maintain amailing address of its principal office at such place as the Board of Directors shall determine. Suchmailing address may be the same as the street address of its registered office.
Section 2.2 Registered Office and Registered Agent. The Corporation shall continuously
maintain in this State a registered office and a registered agent. The registered office may be the same asits place of business. The registered agent may be (1) an individual who resides in this State and whosebusiness office is identical with the registered office, (2) a domestic entity authorized to transact businessin this State and whose business office is identical with the registered office, or (3) a foreign entity
authorized to transact business in this State and whose business office is identical with the registeredoffice.
The Corporation may change its registered office or agent, or if the agent's street addresschanges, the registered agent may change the street address of the Corporation's registered office, or theagent may resign as the registered agent in the manner provided by the Hawaii Nonprofit Corporations
Act, Hawaii Revised Statutes (HRS) 414D-72 and -73.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 Number and Qualification of Directors. Directors must be individuals andBy Laws as amended 12/6/16

members of the Corporation in good standing. The number of directors of the Corporation shall consistof three (3) or more individuals, with the number fixed by the Board of Directors in accordance with
Section 3.3, below. The number of directors may be increased or decreased from time to time, provided
that the number of directors shall not be less than three. See 3.3 for chapter director.
Section 3.2 Term of Office. Except for the designated director, all elected directors
shall hold office for a term of two (2) years. Directors may be elected for successive terms. A decreasein the number of directors or term of office does not shorten an incumbent director's term.
The designated director, who holds the position of Executive Director of the
Corporation, shall serve as a director for a term coinciding with his or her position as Executive
Director.
The term of a director filling a vacancy of a director elected by members expires at thenext election of directors by the members. The term of a director filling any other vacancy expires at theend of the unexpired term that the director is filling.
Even if a term has expired, a director shall continue to serve until the director's
successor is elected, designated, or appointed and qualifies, or until there is a decrease in the numberof directors.
Section 3.3 Election of Directors and Officers; Designated Director.
(1) Number and Election. The number of directors shall be fixed at each annual meeting of the Boardof Directors. The annual meeting shall be held at such time and place as the Board of Directors
may designate.
(2) A Local Chapter of the Hawaii Bicycling League with 100 individual, family, and businessmembers shall be represented by a director elected by the Local Chapter members. The Local
Chapter members shall only vote for their Local Chapter director, according to the Local Chapter
Rules.
Except for the designated director, all directors shall be elected by members entitled to vote on thematter at each annual meeting of the members to be held in the last quarter of each year (or at suchtime as may be designated by the Board of Directors) or at any special meeting held for that purpose.
The election may be conducted by mail or email in lieu of a meeting.
(2) Procedure to Elect Directors and Officers. The procedure for electing the directors and officers of the
Corporation shall be as follows:(a) The Corporation shall request the members to submit nominees for vacant offices through a newsletteror other reasonable means; and(b) The members entitled to vote shall then elect the directors and officers, as necessary, at a meeting (orthrough the mail by written ballot or through email by electronic ballot) preceded by notice to eachmember containing a list of the candidates for office and indicating that the matter will be voted upon andother information as required under Section 13.4 of the bylaws. Voting shall be conducted by confidential
written ballot.
(3) Designated Director. The Executive Director shall automatically take office as a director upon

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commencing the position as the executive director or at such other time as the Board of Directors shalldesignate. The Executive Director may serve on the Board subject to the rules applicable to other board
members.

Section 3.4 Vacancies. A vacancy occurring on the Board of Directors by an elected
director and any directorship to be filled by reason of any increase in the number of directors may befilled by the Board. If the directors remaining in office constitute fewer than a quorum of the Board, thedirectors may fill the vacancy by a majority vote of the directors remaining in office.
Unless otherwise provided in the articles of incorporation or the bylaws, if adesignated director held a vacant office, the Board of Directors may only fill such vacancy.
If a vacancy will occur at a specified later date (by reason of a resignation effective at
a later date or otherwise), such vacancy may be filled before it actually occurs so long as the new
director does not take office until the vacancy occurs.
Section 3.5 Resignation of Directors. A director may resign at any time by giving
written notice to the Board of Directors, its presiding officer, or to the President or Secretary. Such
resignation will be effective when the notice is effective, unless the notice specifies a future
effective date. If the notice specifies a future effective date, the pending vacancy may be filled
before that date so long as the successor does not take office until the effective date.
Section 3.6 Removal. The members may remove one or more directors elected by themwithout cause unless otherwise provided in the articles or bylaws at a meeting duly called for that
purpose, and the notice must state the purpose of the meeting. If a director was elected by a class,chapter, or other organizational unit, or by region or other geographic grouping, only members fromsuch class, chapter, unit or grouping may vote for removal.
If a director was elected by the Board, the director may be removed without cause by twothirds (2/3) vote of the directors in office or such greater number as set forth in the articles or bylaws;
provided, that a director elected by the Board to fill a vacancy of a director elected by the members may
be removed without cause by the members, but not the Board.
Amending the articles or bylaws and deleting or changing the designation may remove
a designated director. The Corporation shall give written notice of the removal to the director,
specifying the effective date.
A director may be removed for failing to attend three (3) consecutive board meetings;
provided, that this provision is in effect at the beginning of the director's term. The director may beremoved only if a majority of the directors in office vote for the removal.
The vacancy shall be filled in accordance with Section 3.4, above.

ARTICLE IV

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MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 Regular Meetings. If the bylaws or the Board fixes the time and place of adirectors' meeting, the meeting is a regular meeting. Regular meetings of the Board of Directors shall beheld at least annually, at such times and places as may be indicated in the bylaws or as the Board of
Directors may provide by resolution. Notice of regular meetings shall be given in accordance with Section
4.3, below.
Section 4.2 Special Meetings. All meetings other than regular meetings are special
meetings. Notice of each special meeting shall be given in accordance with Section 4.3, below.
Section 4.3 Call and Notice of Meetings. Unless the articles or bylaws provide otherwise,
meetings of the Board of Directors may be called by or at the request of the presiding officer of theBoard of Directors, the President or twenty percent (20%) of the directors then in office. The individual
or individuals authorized to call meetings may fix the place and time for holding any meeting called bythem. The Secretary shall give notice of each meeting of the Board of Directors for which notice isrequired.
(1) Notice Requirements.
(a) Regular meetings of the Board of Directors may be held without notice, except as otherwise provided
in the articles, bylaws or Hawaii Nonprofit Corporations Act.
(b) Special meetings of the Board of Directors shall be preceded by at least two (2) days' notice to eachdirector of the date, time, and place, but not the purpose, of the meeting, except as provided in the articles,
bylaws or Hawaii Nonprofit Corporations Act.
(c) Any action by the Board of Directors to remove a director or approve a matter as described below
must be preceded by at least seven (7) days' written notice to each director indicating that the matter will
be voted upon and other information as required under the rules, unless such notice is waived by adirector as provided in Section 4.3(3):(i) Election, designation, and appointment of directors;(ii) Filling a vacancy on the Board of Directors;(iii) Removal of a director;(iv) Approval of a conflict of interest transaction;(v) Determination and authorization of indemnification;(vi) Amendment of the articles of incorporation (including restatement of the articles);(vii) Amendment of the bylaws;(viii) Approval to increase or decrease the quorum or voting
requirements;(ix) Approval of a plan of merger (the notice must also state that the purpose is to consider the proposed
merger); mergers shall be performed in accordance with the Nonprofit Corporations Act, and prior written
notice to the attorney general shall be made and approvals obtained as required by the Act;

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(x) Approval of a sale, lease, exchange, or other disposition of all, or substantially all, of assets other thanin the usual and regular course of activities (the notice shall also state that the purpose of the meeting is toconsider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assetsof the Corporation and contain a copy or summary of a description of the transaction); written notice shallbe provided to the attorney general 20 days before the actual disposition of the assets, unless waived by
the attorney general, as provided under HRS 414D-222(i), as amended;(xi) Approval of a plan of conversion (the notice must also state that the purpose of the meeting is toconsider the proposed conversion);(xii) Approval of a plan of dissolution of the Corporation,
including revocation of the plan of dissolution (the notice must also state that the purpose of the meetingis to consider corporate dissolution (or revocation of the plan) and contain a copy or summary of theplan); dissolution shall be performed in accordance with the Nonprofit Corporations Act, and priorwritten notice to the attorney general shall be made as required by the Act.
(2) Form of Notice and Effectiveness. Unless otherwise provided in these bylaws or law, notice may beoral or written and communicated in person, by telephone or other form of wire or wirelesscommunication (including email), or by mail or private carrier. If such forms of personal communication
are impracticable, notice may be made by a newspaper of general circulation in the area where publishedor by radio, television, or other form of public broadcast.
(a) Oral notice is effective when it is communicated if done in a comprehensible manner.
(b) Except as provided in subsection (c), written notice, if done in a comprehensible form, is effective at
the earliest of the following: (i) when received; (ii) five(5) days after it is mailed with the US Postal Service (as evidenced by the postmark), provided that thecorrect address and first class postage are used; or (iii) on the date shown on the return receipt signed byor on behalf of the addressee, if sent by registered or certified mail.
(c) Except as provided in Section 13.4 or unless otherwise indicated in the Hawaii Nonprofit Corporations
Act, written notice to members, if in comprehensible form, is effective when mailed so long as the notice
is postpaid and correctly addressed to the member's last known address as shown in the Corporation's
current list of members. A written notice or report delivered as part of a newsletter or other publication
regularly sent or delivered to members shall be considered written notice to the member whose address
the newsletter or publication is sent, or in the case of members living in the same household, a newsletteror publication delivered to one of the members in the household is considered notice to all residing at that
address so long as all the members have the same address as shown in the Corporation's current list ofmembers.
(3) Waiver of Notice. A director may at any time waive any notice required under the Hawaii Nonprofit
Corporations Act, articles of incorporation or bylaws by submitting a signed waiver of notice, which shallbe filed with the minutes or corporate records. A director's attendance at or participation in a meeting also
waives any required notice unless the director at the beginning of the meeting or prior to the vote on amatter not properly noticed, objects to lack of notice and does not thereafter vote for or assent to theobjected to action.

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Section 4.4 Quorum and Adjournment. A majority of the directors in office fixed under
Section 3.3, above, immediately before a meeting begins constitutes a quorum. Unless the Hawaii
Nonprofit Corporations Act, the articles of incorporation or the bylaws require the vote of a greaternumber of directors, no action taken shall bind the Corporation unless a majority of the directors present
at a meeting at which a quorum is present concurs with such action. Each director shall be entitled to one(1) vote.
In no event may the articles or bylaws authorize a quorum of fewer than the greaterof one-third (1/3) of the number of directors in office or two (2) directors.
In the absence of a quorum, the presiding officer or a majority of the directors present
may adjourn the meeting from time to time until a quorum is present.
Section 4.5 Telephone Meetings. Subject to the notice requirements in Section 4.3, above,and unless otherwise provided by the articles or bylaws, the Board of Directors may allow any or all of
the directors to participate in a regular or special meeting by, or conduct the meeting through the use of,any means of communication whereby all participating directors can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 4.6 Action Without Meeting. Unless the articles or bylaws provide otherwise,
any action required or permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors sign one or more written consents describing the action taken andinclude such consent(s) in the minutes filed with the corporate records reflecting the action taken. The
action taken is effective when the last director signs the consent, unless the consent specifies a different
effective date. Such consent shall have the same effect as a meeting vote.

ARTICLE V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 5.1 Powers. All corporate powers are vested in the Board of Directors to thefullest extent permitted by the laws of the State of Hawaii and the Internal Revenue Code. Such corporate
powers shall be exercised by or under the authority of the Board of Directors, including the managementof the Corporation's affairs.
Without limiting the foregoing, the Board of Directors shall have the power to establish
conditions for admission of members, admit members, issue memberships, and to do all other things
necessary or convenient, not inconsistent with the law, to further the activities and affairs of the
Corporation.
Section 5.2 Duties. The Board of Directors shall conduct, manage and control theaffairs and business of the Corporation, and promulgate and enforce rules and regulations, consistent
with state and federal laws, the articles of incorporation and bylaws.
The duties of the Board shall include selecting an executive director for the
Corporation.

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Section 5.3 Committees.
(1) Creation of Committees of the Board and Powers. Unless prohibited or limitedby the articles or bylaws, the Board of Directors may create committees of the Board and appoint
members of the Board to serve on them. The creation of a committee and appointment of members to it
must be approved by the greater of a majority of the directors then in office or the number of directors
required to take action under Section 4.4. Each committee shall be comprised solely of directors and havetwo (2) or more directors, who serve at the pleasure of the Board.
Each committee shall have and exercise all the authority of the Board of
Directors to the extent specified by the Board, the articles of incorporation or the bylaws; provided,
however, that a committee of the Board may not:(a) Authorize distributions;(b) Approve or recommend to members dissolution, merger, or the sale, pledge or transfer of all or
substantially all of the assets of the Corporation;(c) Elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; or(d) Adopt, amend, or repeal the articles of incorporation or the bylaws. The creation of, delegation of
authority to, or action by a committee does not alone constitute compliance by a director with thestandards of conduct described in Section 5.4, below.
(2) Committee Meetings, Notice and Voting. Sections 4.1 to 4.6, above, which govern meetings, notice
and waiver of notice, quorum and voting requirements, and action without meetings of the Board, apply
to committees and their members.
(3) Advisory Committees--Exercise of Board Authority Prohibited. Unless prohibited or limited by thearticles or bylaws, the Board of Directors may create advisory committees comprised of directors andnon-directors and appoint members to serve on them. The creation of an advisory committee andappointment of members to it must be approved by the greater of a majority of the directors then in officeor the number of directors required to take action under Section 4.4.

Advisory committees shall have no powers except as authorized by the Board tofurther their purposes; provided, however, that advisory committees shall only act in an advisory capacity
to the Board and in no case shall exercise Board authority.
Section 5.4 Standards of Conduct For Directors. A director shall discharge thedirector's duties as a director or member of a committee:(1) In good faith;(2) With the care an ordinary prudent person in a like position would exercise under similar
circumstances; and(3) In a manner the director reasonably believes to be in the Corporation's best interests. In performing
such duties, a director is entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by the following:

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(1) One or more officers or employees of the Corporation whom the director reasonably believes to bereliable and competent in the matters presented;(2) Legal counsel, public accountants, or other persons regarding matters the director reasonably believes
are within the person's professional or expert competence; or(3) A committee of the Board of which the director is not a member regarding matters within its
jurisdiction and the director reasonably believes the committee merits confidence.

A director is not acting in good faith if the director has knowledge, which would makereliance upon these persons or the committee unwarranted.
A director who acts in compliance with this section will not be liable to the
Corporation, any member, or other person for actions and omissions as a director.
A director who serves without remuneration or expectation of remuneration shall not beliable for damage, injury or loss caused by any action or omission while in office, unless the director isgrossly negligent. "Remuneration" does not include payment of reasonable expenses and indemnification
or insurance for actions as a director, as allowed by the Hawaii Nonprofit Corporations Act, Sections
414D-159 to -167 (relating to indemnification and proceedings related thereto).
Section 5.5 Management of Conflicts of Interest. The Board of Directors shallestablish procedures to ensure that the affairs of the Corporation are managed in an ethical manner,without improper conflicts of interest.

ARTICLE VI
OFFICERS
Section 6.1 Designation and Authority. The officers of the Corporation shall be thePresident, one or more Vice-Presidents, the Treasurer and Secretary, and such assistant officers and otherofficers as the Board of Directors shall from time to time designate. The officers shall perform the duties
and have the authority as set forth in the bylaws, or to the extent consistent with the bylaws, as prescribedin a resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties
and authority of other officers.
Section 6.2 Election and Term of Office. Officers shall be members in good standing andindividuals who hold the office of a director in the Corporation. The members shall elect the officers at
the annual meeting of the members (or at such other time as the Board may determine) according to theprocedures described in Section 3.3, above. Officers shall be elected to serve one (1) year terms. Officers
may be elected for successive terms. The same individual may simultaneously hold more than one officein the Corporation, provided that not less than two(2) individuals shall be officers.
Section 6.3 Resignation and Removal. An officer may resign at any time by delivering

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notice to the Corporation, and the resignation will be effective when the notice is effective unless thenotice specifies a future effective date. If the resignation is made effective at a future date and the
Corporation accepts that date, the Board of Directors may fill the pending vacancy before the effective
date, provided the successor does not take office until the effective date. An officer's resignation shall notaffect the Corporation's contract rights, if any, with the officer.
Except as otherwise provided in the articles or bylaws, the Board of Directors may
remove an officer at any time with or without cause. The removal of an officer shall not affect theofficer's contract rights, if any, with the Corporation.
Section 6.4 President. The President shall preside at all meetings of the Board of
Directors. Unless otherwise determined by the Board of Directors or provided in the bylaws, the President
shall have general charge and supervision of the Corporation. The President shall perform such otherduties as are incident to the office or are required by the Board of Directors or bylaws.
Section 6.5 Vice-Presidents. In the absence or disability or refusal to act by the President,
the Vice-President or Vice-Presidents, if elected, shall, in the order designated by the Board of Directors
or President, perform all the duties of the President, and when so acting shall have all the powers of andbe subject to all the restrictions upon the President. The Vice-President shall have such powers andperform such other duties as from time to time may be prescribed by the Board of Directors, President or
bylaws.
Section 6.6 Treasurer and Assistant Treasurer. The Treasurer shall have thefollowing duties:(1) Exercise general supervision over the receipt, custody, and disbursement of corporate funds;(2) Maintain an adequate system of accounting and internal controls in order to safeguard the
Corporation's assets and provide for meaningful financial reporting;(3) Provide quarterly financial statements, propose an annual operating budget and balance sheet for
approval by the Board of Directors prior to the end of the Corporation's fiscal year, and prepare suchforecasts as may be required by the Board, all in accordance with generally accepted accounting
principals; and(4) All other duties assigned by the Board of Directors, President or bylaws.

The Assistant Treasurer or Assistant Treasurers, if elected, shall, in the order designatedby the Board of Directors or President, perform all the duties and exercise all the powers of theTreasurer during the absence or disability of the Treasurer or whenever the office is vacant, and shallperform all the duties assigned by the Board of Directors, President or bylaws.
Section 6.7 Secretary and Assistant Secretaries. The Secretary shall have thefollowing duties:(1) Prepare the minutes of directors', committee, and members' meetings;

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(2) Give proper notice of all meetings of the Board of Directors and of any committee in accordance with
Section 4.3 and meetings of members;(3) Authenticate records;(4) Keep and maintain the records and reports described in Section 7.3; and(5) Perform all other duties assigned by the Board of Directors, President or bylaws.

The Assistant Secretary or Assistant Secretaries, if elected, shall, in the order designatedby the Board of Directors or President, perform all the duties and exercise all the powers of theSecretary during the absence or disability of the Secretary or whenever the office is vacant, and shallperform all the duties assigned by the Board of Directors, President or bylaws.
Section 6.8 Standards of Conduct For Officers. An officer with discretionary
authority shall discharge the officer's duties as follows:(1) In good faith;(2) With the care an ordinary prudent person in a like position would exercise under similar
circumstances; and(3) In a manner the officer reasonably believes to be in the best interests of the Corporation and themembers. In performing such duties, an officer is entitled to rely on information, opinions, reports orstatements, including financial statements and other financial data, if prepared or presented by thefollowing:(1) One or more officers or employees of the Corporation who the officer reasonably believes to bereliable and competent in the matters presented; or(2) Legal counsel, public accountants, or other persons regarding matters the officer reasonably believes
are within the person's professional or expert competence.

An officer is not acting in good faith if the officer has knowledge, which would makereliance upon these persons unwarranted.
An officer who acts in compliance with this section will not be liable to the
Corporation, any member, or other person for actions and omissions as an officer.
An officer who serves without remuneration or expectation of remuneration shall not beliable for damage, injury or loss caused by any action or omission while in office, unless the officer isgrossly negligent. "Remuneration" does not include payment of reasonable expenses and indemnification
or insurance for actions as an officer, as allowed by the Hawaii Nonprofit Corporations Act, Sections
414D-159 to -167 (relating to indemnification and proceedings related thereto).
Section 6.9 Non-Officer: Executive Director. The executive director shall be responsible
for the day-to-day operations of the Corporation and, in general, implementing the Corporation's exempt

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purposes described in the articles of incorporation. The executive director shall also be responsible for
performing the duties described in the Corporation's job description for the position and other duties as
are incident to the office or required by the Board of Directors or bylaws.

ARTICLE VII
ADMINISTRATION
Section 7.1 Fiscal Year. The fiscal year of the Corporation is July 1 through June 30, or as
may otherwise be established by the Board of Directors.
Section 7.2 Annual Report. The Corporation shall deliver an annual report to the Directorof the Department of Commerce and Consumer Affairs on a form furnished by the Department. The
annual report shall be filed within the time periods prescribed under the Hawaii Nonprofit Corporations
Act, HRS 414D-308, as amended.
Section 7.3 Records.
(1) Records. The Corporation shall keep the following records:(a) Permanent records of the following: minutes of the meetings of the members and Board of Directors, arecord of all actions taken by the members or directors without a meeting, and a record of all actions
taken by committees of the Board as authorized under Section 5.3, above;(b) Appropriate accounting records; and(c) An alphabetical list of the names and addresses of the members by class, as applicable, and indicating
the number of votes each member is entitled to cast.
(2) Maintenance of Records. The Corporation's records shall be maintained in written form or in anotherform capable of conversion into written form within a reasonable time.
(3) Copies of Records. The Corporation shall keep copies of the following records at its principal office:(a) The articles of incorporation (or restated articles) and all amendments currently in effect;(b) The bylaws (or restated bylaws) and all amendments currently in effect;(c) Resolutions adopted by the Board relating to the members' characteristics, qualifications, rights,
limitations, and obligations;(d) Minutes of the meetings of members for the past three (3) years;(e) Records of all actions approved by the members for the past three (3) years;(f) Financial statements furnished to members upon demand under Hawaii Revised Statutes 414D-306(Section 14.4, below) for the past three (3) years.
(g) A list of the names and business or home addresses of the Corporation's current directors and officers;and(h) The most recent annual report filed with the Director of the Department of Commerce and Consumer

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Affairs.

Section 7.4 Execution of Instruments. All checks and other orders for the payment ofmoney, drafts, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise
provided in the bylaws, shall be signed by such individual or individuals as shall be designated byresolution of the Board of Directors. Unless authorized by the Board of Directors, no director, officer,
agent or employee of the Corporation shall have any power or authority to bind the Corporation by any
contract or other instrument or to pledge its credit or to render it liable for any purpose or amount.
ARTICLE VIII
LIMITATIONS: DISTRIBUTIONS; LOANS/GUARANTIES; NONPROFIT; PRIVATEINTEREST/LEGISLATIVE ACTIVITIESSection 8.1 Distributions Prohibited. The Corporation shall not make any distributions,
except as otherwise provided under the law. "Distribution" means "the payment of a dividend or any partof the income or profit of a corporation to its members, directors, or officers." (HRS 414D-14.)
Unless a director complies with the applicable standards of conduct described in Section
5.4, above, a director who votes for or assents to an unlawful distribution in violation of the Hawaii
Nonprofit Corporations Act shall be personally liable to the Corporation for the amount of the
distribution that exceeds what could have been distributed without violating the Act. A director held
liable for an unlawful distribution is entitled to contribution from other directors who voted for or
assented to the distribution without complying with the standards of conduct and each person who
received the unlawful distribution.
Section 8.2 Loans or Guaranties Prohibited. The Corporation shall not lend money
to or guaranty the obligation of a director or officer of the Corporation.
The Corporation shall further not lend money where the money is intended to be used
for political purposes, such that it would violate the prohibition against political campaign activity of an
exempt corporation.
Section 8.3 Nonprofit Form of Organization. The Corporation is not organized for profit
and it will not authorize or issue shares of stock, and no dividend shall be paid and no part of theincome or profit of the Corporation shall be distributed to its directors or officers or members. The
Corporation may pay a reasonable compensation to its directors or officers or members for services
rendered to the Corporation in furtherance of its purposes; provided, that no such payment shall bedeemed to be a dividend or a distribution of income or profit.
Section 8.4 Restrictions--Private Interest/Legislative Activities. No part of the net
earnings of the Corporation shall inure in whole or in part to the benefit of, or be distributable to, private
shareholders or individuals, except as allowed by law.
No substantial part of the activities of the Corporation shall be the carrying on of
propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in

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or intervene in (including the publishing or distribution of statements) any political campaign on behalf ofor in opposition to any candidate for public office.
Notwithstanding any other provision in the articles of incorporation, theCorporation shall not carry on any other activities not permitted to be carried on:(1) By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue
Code of 1986, or the corresponding provision of any future federal tax code; or(2) By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Code of 1986, or the corresponding provision of any future federal tax code.

ARTICLE IX
LIMITATION OF DIRECTOR LIABILITY; INDEMNIFICATION OF DIRECTORS,OFFICERS, EMPLOYEES AND AGENTS
Section 9.1 Limitation of Liability. The personal liability of a director to the
Corporation and the members for any monetary damages because of a breach of the director's duties to
the Corporation and the members shall be limited to the extent specified in the articles of incorporation,
as allowed by the Hawaii Nonprofit Corporations Act, Section 414D-32.
Section 9.2 Indemnification. The Corporation shall indemnify and advance expenses to a
director and an officer, employee, or agent of the Corporation who is not a director consistent with thearticles of incorporation and in accordance with the Hawaii Nonprofit Corporations Act, Sections 414D159 to -167.

ARTICLE X
AMENDMENTS
Section 10.1 Amendment of Bylaws. Subject to Section 10.3 and as otherwise provided in
the articles of incorporation or the bylaws, the Board of Directors may alter, amend, or repeal the bylaws
or adopt new bylaws by an affirmative vote of not less than a majority of the Board of Directors at a
meeting duly called and noticed for that purpose.
Section 10.2 Amendment/Restatement of Articles of Incorporation. Subject to Section
10.3 and as otherwise provided in the articles of incorporation or the bylaws, the articles of incorporation
may be amended by the Board of Directors by an affirmative vote of not less than a majority of theBoard of Directors at a meeting duly called and noticed for that purpose, and in the manner provided by
the bylaws.
Subject to Section 10.3 and as otherwise provided in the articles of incorporation or the
bylaws, the articles of incorporation may be restated by the Board of Directors by an affirmative vote of
not less than a majority of the Board of Directors at a meeting duly called and noticed for that purpose,and in the manner provided by the bylaws. Provided that if a restatement includes an amendment

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requiring member approval, the Board must submit the restatement to the members for approval.
If the Board seeks to have the restatement approved by the members at a membership
meeting, the Corporation shall notify each member of the meeting in writing in accordance with thesebylaws for giving notice to members. The notice must also state that the purpose of the meeting is toconsider the proposed restatement and contain or be accompanied by a copy or summary of therestatement. If the Board seeks to have the restatement approved by written ballot or consent, the material
soliciting the approval shall contain or be accompanied by a copy or summary of the restatement. A
restatement requiring member approval must be approved by receiving at least two-thirds (2/3) of thevotes which members present at the meeting or represented by proxy (if allowed) are entitled to cast.
Section 10.3 Amendment Terminating or Canceling Members. Any amendment to thearticles of incorporation or the bylaws, which would terminate all or any class of members or redeem orcancel all memberships or any class of memberships must be approved by the members by the following
procedure:(1) Before adopting a resolution proposing such amendment, the Board of Directors shall give notice ofthe general nature of the amendment to the members.
(2) After adopting a resolution proposing such amendment, the Board must give notice to the members
proposing the amendment, and the notice shall include one or more statements of up to five hundred (500)words opposing the amendment if such statement is submitted by any five (5) members, or by members
having three percent (3%) or more of the voting power, whichever is less. The notice must be given
within twenty (20) days from the time the Board has voted to submit the amendment to the members forapproval. The Corporation shall pay for the production and postage.
(3) The proposed amendment must be approved by the members, whether through attendance or proxy (asallowed under the bylaws), by two-thirds (2/3) of the votes cast by each class present at the meeting at
which the amendment is voted upon.
Section 12.6 shall not apply to any amendment meeting the requirements of thissection.
ARTICLE XI SALE OF ASSETS

Section 11.1 Sale of Assets in the Regular Course of Activities. On the terms and for theconsideration set by the Board of Directors, the Corporation may (1) sell, lease, exchange or dispose ofall, or substantially all, of the Corporation's property in the usual and regular course of its activities or (2)mortgage, pledge, dedicate to the repayment of indebtedness or encumber any or all of the Corporation's
property whether or not in the usual and regular course of its activities.
Section 11.2 Sale of Assets Other than in the Regular Course of Activities. On the terms
and for the consideration set by the Board of Directors and authorized by the Board and the members
entitled to vote, as described below, the Corporation may sell, lease, exchange or dispose of all, or
substantially all, of the Corporation's property other than in the usual and regular course of activities.
Such transaction is not deemed to involve all, or substantially all, of the

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Corporation's property if the Corporation retains sufficient property to continue one or moresignificant business segments or lines of the Corporation after the transaction. The businesssegments or lines retained must not be temporary operations or merely a pretext to avoid themembers' rights under this section.
The transaction is authorized by the Board if a majority of the directors present at a duly
noticed meeting under Section 4.3(1)(c) concurs with the action. The transaction is authorized by themembers by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.
The Board may condition its submission of the proposed transaction, and the members
may condition their approval of the transaction on a higher percentage of affirmative votes or on any
other basis.
If the Corporation seeks to have the members approve the transaction at a membership
meeting, the Corporation shall give notice to the members in accordance with the notice provision,
entitled Notice of Meetings of Members, in the bylaws. The notice shall state that the purpose of themeeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of theproperty or assets of the Corporation, and contain or be accompanied by a copy or summary descriptionof the transaction.
If the Board needs to have the members approve the transaction by written consent orballot, the material soliciting the approval must contain or be accompanied by a copy or summary of a
description of the transaction.
The Corporation shall give written notice to the attorney general 20 days before it sells,
leases, exchanges or otherwise disposes of all, or substantially all, of its property if the transaction is notin the regular course of its activities, unless the attorney general has given a written waiver of thisrequirement.
After the transaction is authorized, it may be abandoned, subject to any contractual
rights, without further action by the members or any other person who approved the transaction, in amanner set forth in the resolution of the Board proposing the transaction or, if none is set forth, in amanner determined by the Board.

ARTICLE XIIMEMBERS AND MEMBERSHIPS
Section 12.1 Definitions Relating to Members and Memberships. The following
definitions contained in the Hawaii Nonprofit Corporations Act, HRS 414D-14, apply to all provisions of
the bylaws relating to members and memberships.
(1) "Member" means any person or persons having the rights and obligations of membership under thearticles of incorporation or bylaws.
(2) "Membership" refers to the rights and obligations a member or members have under the articles ofincorporation, bylaws and the Hawaii Nonprofit Corporations Act.

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(3) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of amajority of the votes represented and voting at a meeting at which a quorum is present or by writtenconsent or ballot in conformity with the bylaws and Hawaii Nonprofit Corporations Act or such greater
proportion as may be specified in the articles of incorporation, bylaws or Hawaii Nonprofit Corporations
Act.
(4) "Class" refers to a group of memberships, which have the same rights with respect to voting,dissolution, redemption, and transfer.
(5) "Record date" means the date established by the Corporation under Articles XII and XIII to determine
the identity of the members.
(6) "Voting power" means the total number of votes entitled to be cast for the election of directors at thetime the determination of voting power is made, excluding a vote which is contingent upon the happeningof a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for
directors, the determination of voting power of such class shall be based on the percentage of the numberof directors the class is entitled to elect out of the total number of authorized directors.

Section 12.2 Members. The members of the Corporation shall consist of those persons
who are admitted into the membership under the provisions of the articles of incorporation or bylaws.
Membership in the Corporation is evidenced by the Corporation's current list of members. See Exhibit
A for policies on Chapter Members.
Section 12.3 Admission of Members. The Board of Directors shall have the power toestablish the conditions for admission of members, admit members, issue memberships, and create classesof membership and confer such rights and obligations upon classes of membership. The Board may adopt
a policy addressing member attendance and participation in meetings of the Board. No person shall be
admitted as a member without the person's consent.
The Corporation shall have the following classes of members:(1) Individual Members. Individuals who are 16 years of age or over shall be eligible for this class ofmembership. Individual Members shall have all the privileges of membership and the right to vote.
(2) Life Members. The Board of Directors, in its discretion, may confer Life Memberships upon
distinguished individuals in the community and spouses of deceased members. Life Members shall have
all the privileges of membership and the right to vote.
(3) Corporate Members. Any business supporting the goals of the Corporation shall be eligible for thisclass of membership. Corporate Members shall have all the privileges of membership and one (1) vote perbusiness.
(3) Family Members. Any family shall be eligible for this class of membership. A "family" is defined as
individuals living in the same household. Family Members shall have all the privileges of membershipand one (1) vote per family.

Section 12.4 Differences in Rights and Obligations of Members. All members have theBy Laws as amended 12/6/16

same rights and obligations with respect to voting, dissolution, redemption, and transfer, except as statedabove in Section 12.3 and Article VIII of the articles of incorporation.
Section 12.5 Member's Liability to Third Parties. A member shall not be personallyliable for the acts, debts, liabilities or obligations of the Corporation by reason of being a member.
Section 12.6 Termination, Expulsion or Suspension of Members. No member may be
expelled or suspended, and no membership or memberships may be terminated or suspended unless suchaction is taken pursuant to a fair and reasonable procedure and carried out in good faith. The procedure
shall be deemed fair and reasonable if the action is carried out in either of the following two ways:(1) By giving the member affected reasonable notice and an opportunity to be heard, as follows:(a) The Corporation provides the member with at least fifteen (15) days prior written notice of theexpulsion, suspension or termination and states the reason(s) for the action; and(b) The Corporation gives the member an opportunity to be heard, orally or in writing, by a person or
persons authorized to decide to cancel such action not less than five (5) days before the effective date of
the expulsion, suspension or termination.
(2) Alternatively, by a procedure that is fair and reasonable taking into consideration all the relevant facts
and circumstances.

Any written notice given by mail shall be sent to the member's last known address
as shown in the Corporation's records.
A member who has been expelled or suspended may be liable to the Corporation for dues,
assessments or fees as a result of obligations incurred or commitments made before the expulsion orsuspension.
Any proceeding challenging the expulsion, suspension or termination (including aproceeding challenging the effectiveness of the notice) must be brought within one (1) year after theeffective date of the expulsion, suspension or termination.

ARTICLE XIIIMEMBERS' MEETINGS AND VOTING
Section 13.1 Annual and Regular Meetings. The Corporation shall hold an annual
membership meeting in the last quarter of each year or as otherwise determined by the Board. Regularmembership meetings may also be held at such times stated or fixed in accordance with the bylaws or
determined by the Board.
Annual or regular membership meetings may be held in or out of this State at a placestated or fixed in accordance with the bylaws. If no place is stated, such meetings shall be held at the
Corporation's principal office.

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At each annual meeting, the following agenda, at a minimum, shall be followed:(1) The president and treasurer shall report on the activities and financial condition of the Corporation;and(2) The members shall consider and act upon such other matters as may be raised consistent with thenotice requirements of Section 13.4, entitled Notice of Meetings of Members, and Section 13.9, entitled
Quorum and Voting Requirements.

At regular meetings, the members shall consider and act upon matters that are raised
consistent with the notice requirements under Sections 13.4 and 13.9.
The failure to hold an annual or regular meeting as stated or fixed in accordance withthe bylaws will not affect the validity of any corporate action.
Section 13.2 Special Meetings. Special meetings of the members may be called by the
Board of Directors, the person or persons authorized to do so by the articles or bylaws, or upon one ormore written demands by the holders of at least five percent (5%) of the voting power of the
Corporation, which are signed and dated, describe the purpose or purposes for which the meeting is to beheld, and are delivered to a corporate officer.
For purposes of the written demand or demands for a meeting, the close of business on
the thirtieth (30 ) day before delivery of the demand or demands for a special meeting to the corporate
officer shall be the record date for the purpose of determining whether the five percent (5%)
requirement has been met.
thUpon delivery of the written demand or demands, the Corporation shall provide notice tothe members in accordance with the Notice of Meetings of Members provision of the bylaws, Section
13.4, within thirty (30) days. If such notice is not given, a person signing the demand or demands may set
the time and place of the meeting and give appropriate notice under Section 13.4.
Special membership meetings may be held in or out of this State at such place stated or
fixed in accordance with the bylaws. If no place is stated, such meetings shall be held at the
Corporation's principal office.
Only those matters within the purpose or purposes described in the meeting notice under
the Notice of Meetings of Members provision, Section 13.4, may be conducted at a special meeting ofmembers.
Section 13.3 Action by Written Consent of Members. Any action required or permitted tobe approved by the members at a meeting of the members may be approved without a meeting if members
holding at least eighty percent (80%) of the voting power approve such action by one or more writtenconsents, and the consent or consents are signed by those members, describes the action taken and isdelivered to the Corporation for inclusion in the minutes or the corporate records. Such written consent
shall have the same effect as a meeting vote.
If not otherwise determined under Section 13.6 of the bylaws or otherwise by a court

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of law under HRS 414D-103, the record date for determining members entitled to take action withouta meeting is the date the first member signs the written consent.
Written notice of member approval under this section shall be given to allmembers who have not signed the written consent. If written notice is required, member approval
under this section shall be effective ten (10) days after the written notice is given.
Section 13.4 Notice of Meetings of Members. The Corporation shall give notice of themeetings of members in a fair and reasonable manner. Notice shall be deemed fair and reasonable ifgiven as follows:(1) The Corporation gives notice to the members of the date, time, and place of annual, regular, andspecial meetings within a period, no fewer than ten (10) days or more than sixty (60) days before themeeting date;(2) The notice of an annual or regular meeting includes a description of any matter or matters that must be
approved by the members under the following circumstances: director conflict of interest (HRS 414D150); determination and authorization of indemnification (HRS 414D-164); amendment of the articles ofincorporation (HRS 414D-182); approval of a plan of merger (HRS 414D-202); approval of a sale, lease,exchange or other disposition of all, or substantially all, of the Corporation's assets other than in the usual
and regular course of activities (HRS 414D-222); and approval of a plan of dissolution (HRS 414D-241; 242) (the description shall include that which is required under the provisions of the applicable Hawaii
Revised Statute (HRS) sections); and(3) The notice of a special meeting includes a description of the matter or matters for which the meeting iscalled.

Other means of giving notice may also be fair and reasonable when all thecircumstances are considered; provided, however, that notice of the matters referred to in
subsection (2), above, must be given as required under the HRS.
Unless otherwise provided in the bylaws, if an annual, regular or special meeting is
adjourned to a different date, time or place, notice need not be given of the new date, time or place, solong as the new date, time or place is announced at the meeting prior to the adjournment; provided, that if
a new record date for the adjourned meeting must be fixed under Section 13.6, then notice shall be given
under this section to the members of record as of the new record date.
Section 13.5 Waiver of Notice by Member. A member may waive any notice required by
the Hawaii Nonprofit Corporations Act, articles of incorporation or bylaws before or after the date andtime stated in the notice by delivering to the Corporation a signed waiver of notice, which shall be filedwith the minutes or corporate records.
A member's attendance at a meeting (1) waives any objection to lack of notice ordefective notice, unless the member at the beginning of the meeting objects to holding the meeting ortransacting business at the meeting, and (2) waives any objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting notice, unless the member
objects to considering the matter when it is presented.

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Section 13.6 Record Date: Determining Members Entitled to Notice, Vote, and Other.
The record dates for determining the members' entitlement to notice, vote, and any other action allowed
and provided for in the articles of incorporation, bylaws, and the Nonprofit Corporations Act are as
follows:(1) Record Date For Entitlement to Notice of Members' Meetings. The bylaws may fix or provide themanner of fixing a date as the record date for determining the members entitled to notice of a members'
meeting. If the bylaws do not fix or provide for fixing such a date, the Board may fix a future date as arecord date. If no such record date is fixed, members at the close of business on the business day
preceding the day on which notice is given, or if notice is waived, at the close of business on the business
day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(2) Record Date For Entitlement to Vote. The bylaws may fix or provide the manner of fixing a date as
the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not
fix or provide for fixing such a date, the Board may fix a future date as a record date. If no such record
date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote.
(3) Record Date For Entitlement to Other Rights. The bylaws may fix or provide the manner for
determining a date as the record date for the purpose of determining the members entitled to exercise any
rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a date, theBoard may fix in advance such a record date. If no such record date is fixed, members at the close ofbusiness on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60 ) day
prior to the date of such other action, whichever is later, are entitled to exercise such rights.
th

A record date may not be more than seventy (70) days before the meeting or action
requiring a determination of members occurs.
A determination of members entitled to notice of or to vote at a membership meeting iseffective for any adjournment of the meeting, unless the Board fixes a new date for determining theright to notice or the right to vote, which the Board must do if the meeting is adjourned to a date morethan seventy (70) days after the record date for determining members entitled to notice of the original
meeting.
Section 13.7 Corporation to Prepare Members' List for Meetings.
(1) Preparation and Maintenance of List. After fixing a record date for a notice of a meeting, theCorporation shall prepare an alphabetical list of the names of all members entitled to notice of themeeting. The list shall include the members' addresses and number of votes each member is entitled tocast at the meeting. The Corporation shall further prepare on a current basis through the time of themembership meeting, a list of members, if any, who are entitled to vote at the meeting, but not entitled to
notice of the meeting. This list shall be prepared on the same basis and be part of the list of members.
(2) Inspection of List Upon Demand. The list of members shall be available for inspection by any member
for the purpose of communication with other members concerning the meeting. The list shall be available
at the Corporation's principal office or other reasonable place identified in the meeting notice in the citywhere the meeting will be held, beginning two (2) business days after notice of the meeting for which thelist was prepared is given and continuing through the meeting. A member or the member's agent or
attorney is entitled on written demand to inspect and, subject to the limitations outlined in Sections
14.1(3) and 14.3, copy the list at a reasonable time and at the member's expense during the period that it isavailable.

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(3) Inspection at Meeting Upon Request. If a request is submitted at least five (5) business days prior tothe meeting, the Corporation shall make the list of members available at the meeting. Any member or themember's agent or attorney may inspect the list at the meeting or any adjournment.

Section 13.8 Members Entitlement to Vote. The right of the members, or any class orclasses of members, to vote may be limited, enlarged or denied to the extent specified in the articles ofincorporation. The right to vote of each class of members of the Corporation shall be as described in
Section 12.3 and Article VIII of the articles of incorporation.
Unless otherwise limited, enlarged or denied in the articles of incorporation, eachmember (or class of members as applicable) shall be entitled to one (1) vote on each matter submitted toa vote of members. Unless the articles or bylaws provide otherwise, if a membership stands of record in
the names of two (2) or more persons, if one votes, the act binds all; if more than one votes, the voteshall be divided on a pro rata basis.
Section 13.9 Quorum and Voting Requirements.
(1) Quorum Requirements. Twenty-Five (25) members in good standing shall be
represented at a meeting of members to constitute a quorum, unless otherwise indicated in the articles ofincorporation, bylaws or the Hawaii Nonprofit Corporations Act.
Any amendment to the bylaws to decrease the quorum for any member action
may be approved by the members or, unless prohibited by the bylaws, the Board of Directors.
Any amendment to the bylaws to increase the quorum required for any
member action must be approved by the members.
Unless one-third (1/3) or more of the voting power is present in person or byproxy (if allowed), the only matters that may be voted upon at an annual or regular meeting of members
are those that are described in the meeting notice.
(2) Voting Requirements. If a quorum is present, a majority vote of the quorumis the act of the members, unless the articles of incorporation, bylaws or the Hawaii Nonprofit
Corporations Act require a greater vote or voting by class.
Any amendment to the bylaws to increase or decrease the vote required for any
member action must be approved by the members.
Section 13.10 Proxy Voting.
(1) Appointment of a Proxy by a Member. A member may appoint a proxy to vote or otherwise act for themember by signing an appointment form personally or by an attorney-in-fact. A member may authorize
another person to act as a proxy for the member, as follows:(a) By executing a writing authorizing another person or persons to act as a proxy, which may be
accomplished by the member or by the member's authorized attorney-in-fact, officer, director, employee
or agent signing the writing or causing the member's signature to be affixed to the writing by any

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reasonable means (e.g., by fax); or(b) By transmitting or authorizing the transmission of a facsimile or other electronic transmission
authorizing the person or persons to act as a proxy for the member to the person or persons who will be
the holder of the proxy or other agent duly authorized by the person who will be the holder of the proxy toreceive the transmission; provided that any such transmission shall specify that the transmission was
authorized by the member. A copy, facsimile or other reliable reproduction of the writing or transmission
created under the foregoing may be used in lieu of the original writing or transmission for any purpose forwhich the original writing or transmission could be used, provided that such copy, facsimile or otherreproduction is a complete reproduction of the entire original writing or transmission.
(2) Effectiveness of Appointment. An appointment of a proxy is effective when received by the secretaryor other officer or agent authorized to tabulate votes. Such appointment shall remain valid for eleven (11)months, unless otherwise expressly provided in the appointment form; provided, that no proxy shall bevalid for more than three (3) years from execution, unless otherwise indicated in the bylaws. The death orincapacity of the member making the appointment does not affect the Corporation's right to accept theproxy's authority, unless notice of the death or incapacity is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(3) Revocability of the Appointment. An appointment of a proxy is revocable by the member making theproxy, unless the appointment form conspicuously states that it is irrevocable and the appointment is
coupled with an interest. An appointment coupled with an interest includes, without limitation, theappointment of the following: a pledgee, a creditor of the Corporation who extended the Corporationcredit under terms requiring the appointment, an employee of the Corporation whose employment
contract requires the appointment, or a party to a voting agreement created under Section 414D-117 of the
Hawaii Revised Statutes, as recited in Section 13.11.

Section 13.11 Member Voting Agreements. Two (2) or more members may sign anagreement to vote in a particular manner, and such agreement may be valid for up to ten (10) years. Suchagreement is specifically enforceable.

ARTICLE XIV
INSPECTION OF CORPORATE RECORDS
Section 14.1 Inspection of Records by Members.
(1) Inspection of Records Under Section 7.3(3). Subject to Sections 7.3(3) and 14.2(2), a member isentitled to inspect and copy any of the records of the Corporation described in Section 7.3(3) at areasonable time and location specified by the Corporation; provided, that the member gives the
Corporation written notice or demand at least five (5) business days before the date on which the member
wishes to inspect and copy the records.
(2) Inspection of Records Under Section 7.3(1)(a), Accounting Records, and Membership List. A member
is entitled to inspect and copy, at a reasonable time and location specified by the Corporation, thefollowing records; provided, that the member gives the Corporation written notice at least five (5)By Laws as amended 12/6/16

business days before the date on which the member wishes to inspect and copy the records and meets therequirements of subsection (3), below:(a) Excerpts from any records required to be maintained under Section 7.3(1)(a), to the extent not subject
to inspection under subsection 14.1(1), above;(b) Accounting records of the Corporation;(c) Subject to Sections 13.7(2) and 14.3, the membership list.
(3) Requirements For Inspection of Records Under Subsection (2). A member may inspect and copy therecords identified in subsection (2), above, only if:(a) The demand to inspect and copy is made in good faith and for a proper purpose;(b) The member describes with reasonable particularity the purpose and the records the member desires toinspect; and(c) The records are directly connected with the stated purpose.
(4) No Effect on Other Inspection Rights. This section does not affect a member's right to inspect records
under Section 13.7, entitled Corporation to Prepare Members' List for Meetings, or as the member mayotherwise be entitled to as a litigant or by court order.
Section 14.2 Scope of Inspection.
(1) Copies. A member's right to copy records under Section 14.1 includes, if reasonable, the right toreceive copies made by photographic, xerox or other means.
(2) Copy Cost. The Corporation may impose a reasonable charge for labor and materials to cover the costof copies provided to a member; provided, however, that such charge may not exceed the estimated costof production or reproduction of the records.
(3) Regarding Inspection and Copying of Member List. The Corporation may comply with a member's
demand to inspect the records of members under Section 14.1(2)(c), by providing the member with a listof its members that was compiled no earlier than the date of the member's demand.

Section 14.3 Limitation on Use of Membership List. Without the consent of the Board of
Directors, the membership list or any part of the list shall not be obtained or used by any person for a
purpose unrelated to a member's interest as a member of the Corporation.
Without limiting the foregoing paragraph, without the Board's consent, themembership list or any part of the list shall not be:(1) Used to solicit money or property, unless the money or property will be usedsolely to solicit the votes of the members in an election to be held by the Corporation;(2) Used for any commercial purpose;(3) Sold to or purchased by any person; or

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(4) Published in whole or in part to the general public.
Section 14.4 Inspection and Copying of Financial Statements. Upon written demand by amember, the Corporation shall provide the member with its latest annual financial statements. Suchfinancial statements may be consolidated or combined statements of the Corporation and one or more ofits subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year
and statement of operations for that year. If the Corporation's financial statements are prepared on thebasis of generally accepted accounting principles, the annual financial statements must also be preparedon that basis.
If annual financial statements are reported upon by a public accountant, theaccountant's report must accompany them. If not, the statements must be accompanied by astatement of the president or person responsible for the Corporation's financial accounting records:(1) Stating the president's or other person's reasonable belief as to whether the statements were preparedon the basis of generally accepted accounting principles and, if not, describing the basis of preparation;and(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent
with the statements prepared for the preceding year.

Section 14.5 Report to Members on Indemnification or Advancement of Expenses. If the
Corporation indemnifies or advances expenses under the Hawaii Nonprofit Corporations Act, Sections
414D-160 to 414D-163, in connection with a proceeding by or in the right of the Corporation, theCorporation shall report such action taken in writing to the members with or before the notice of the next
meeting of the members.

ARTICLE XVATTORNEY GENERAL OVERSIGHT AND NOTICE REQUIREMENTS
Section 15.1 Notice to the Attorney General of Commencement of Proceeding. Written
notice shall be given to the attorney general of any proceeding that the Hawaii Nonprofit Corporations
Act authorizes the attorney general to bring, but has been brought by another person. "Proceeding"includes civil suit and criminal, administrative, and investigatory action. Such written notice shall begiven to the attorney general within ten (10) days of the commencement of the proceeding.
Section 15.2 Definition: "Public Benefit Corporation." The Corporation is considered to
be a "public benefit corporation" for the purposes of this Article. A "public benefit corporation" means
any corporation (1) designated by statute as a public benefit corporation, (2) exempt under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, or (3) organized for public or charitablepurposes and upon dissolution must distribute its assets to a public benefit corporation, the United States,
a state, or a 501(c)(3) entity.
Section 15.3 Limitations on Mergers by Public Benefit Corporations. Mergers shall be

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performed in accordance with the Hawaii Nonprofit Corporations Act, and a public benefit corporation
shall give at least twenty (20) days written notice, including a copy of the proposed plan of merger, tothe attorney general before the consummation of any merger with a corporation described in HRS
414D-211.
Section 15.4 Notice to the Attorney General of Intention to Dissolve.
(1) Prior Notice to Attorney General Required. A public benefit corporation shall give written notice tothe attorney general of its intention to dissolve before it submits the articles of dissolution to the
Department of Commerce and Consumer Affairs. The notice shall include a copy or summary of the planof dissolution.
(2) Limitation on Transference/Conveyance of Assets. A public benefit corporation may not transfer orconvey assets until twenty (20) days after it has given written notice to the attorney general as required
under subsection (1) or until the attorney general has consented in writing to the dissolution, or indicatedin writing that no action will be taken in respect to the dissolution, transfer or conveyance, whichever isearlier.
(3) List of Assets Transferred/Conveyed to be Provided to the Attorney General. Following approval ofthe dissolution and the public benefit corporation has transferred or conveyed all or substantially all of its
assets, the board of directors shall prepare and deliver to the attorney general a list of those to whom theassets were transferred or conveyed, other than creditors, and indicate their addresses and the assets
received.

Section 15.5 Derivative Suits. A "derivative suit" is a proceeding that is based upon the
primary right of the corporation, but is asserted on its behalf by another because of the corporation's
failure, deliberate or otherwise, to act upon the primary right. (Cf., H. Black M.A., Black's Law
Dictionary at 399 (5 ed. 1979).)th

A derivative suit shall be made in accordance with HRS 414D-90 and may be brought onbehalf of a corporation to obtain a judgment in its favor by a director or any member or members having
five percent (5%) or more of the voting power, or by fifty members, whichever is less.
If the proceeding involves a public benefit corporation, the complainant(s) shall notify
the attorney general of the proceeding within ten (10) days after commencing the proceeding.
Section 15.6 Removal of Directors by Judicial Proceeding. The circuit court of thecounty where a corporation's principal office is located may remove a director from office, on the
grounds recited in HRS 414D-140, in a proceeding brought by the corporation, itself, the members, ifany, holding at least ten percent (10%) of the voting power of any class, or the attorney general in thecase of a public benefit corporation if the removal is in the corporation's best interest.
If a public benefit corporation or its members, if any, bring a proceeding to remove a
director, they shall give written notice of the proceeding to the attorney general within ten (10) days ofthe commencement of the proceeding.
Section 15.7 Sale of Assets Other Than in the Regular Course of Activities. A
corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property

By Laws as amended 12/6/16

other than in the usual and regular course of its activities on the terms and conditions and for theconsideration determined by the board of directors as authorized in accordance with HRS 414D-222.
In any such disposition of its assets, a public benefit corporation shall give written noticeto the attorney general twenty (20) days before the actual disposition of the assets, unless the attorney
general has given the corporation a written waiver of this requirement.
Section 15.8 Judicial Dissolution. The attorney general, a director or any person specified
in the articles of incorporation, fifty members or members holding five percent (5%) of the voting power,
whichever is less, a creditor, or a corporation, itself, may bring a court proceeding to dissolve a
corporation on the grounds recited in HRS 414D-252.
If a person other than the attorney general brings an involuntary dissolution
proceeding for a public benefit corporation, such person shall give written notice of the proceeding
to the attorney general within ten (10) days after the commencement of the proceeding.

(03-05-07)

By Laws as amended 12/6/16