Constitution & By-Laws 

State of Hawaii, Department of Regulatory Agencies, Business Registration Division, 1010 Richards Street, Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

In the Matter of the Incorporation of:

HAWAII POLICE ATHLETIC CLUB 

Petition For Charter of Incorporation:

     The undersigned, a majority of whom are residents of the State of Hawaii, hereby petition, under the provisions of Section 416-19 and 416-20, Hawaii Revised Statutes, for a charter of incorporation, for themselves and their associates, as a non-profit corporation under the name HAWAII POLICE ATHLETIC CLUB, and in connection herewith do hereby incorporate herein by reference thereto the accompanying proposed charter of incorporation wherein are set forth various matters required under Section 416-20 aforesaid.

     Dated at Honolulu, Hawaii, the 19th day of November, 1979.

(s) Chester A. Dods Jr.    (s) Jeffrey Yamashita     (s) Gordon Lee

 

 

STATE OF HAWAII

CITY & COUNTY OF HONOLULU

     Chester A. Dods, Jr., Jeffrey Yamashita and Gordon Lee, being first duly sworn on oath, depose and say that they are the petitioners above named, that they have read the foregoing petition and attached proposed charter of incorporation and know the contents thereof; and that the matters and statements therein set forth are true to the best of their knowledge and belief.

(s) Chester A. Dods, Jr.    (s) Jeffrey Yamashita     (s) Gordon Lee

 

Subscribed and sworn to before me this 19th day of November, 1979

(s) Doris Kimura, Notary Public, First Judicial Circuit, State of Hawaii.

My commission expires 3-18-81

 

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CHARTER OF INCORPORATION

To All To Whom These Presents Shall Come:

      I, the undersigned Director of Regulatory Agencies of the State of Hawaii, send Greeting:

     WHEREAS, Chester A. Dods Jr., Jeffrey Yamashita and Gordon Lee, a majority of whom are residents of the State of Hawaii, have filed with me as Director of Regulatory Agencies a verified petition to grant to them and their associates a charter of incorporation, in accordance with the provisions of Section 416-20, Hawaii Revised Statutes;

     NOW, THEREFORE, KNOW YE, That I, the said Director, in the exercise and execution of every power and authority in anywise in this behalf, do hereby constitute the said petitioners and their associates a corporation under the laws of the State of Hawaii for the purposes and in the form hereinafter set forth.

     The name of the corporation shall be:    

I.  

 Hawaii Police Athletic Club

II. 

The location of the  principal office of the corporation shall be in County of Honolulu, State of Hawaii, and the specific address of its initial office shall be 1455 South Beretania Street, Honolulu, Hawaii 96814.    

III.

The corporation shall be organized exclusively for the following purposes:

A. To promote the spirit of competition, friendship and sportsmanship.

B. Participation in national and international competition with members of Law Enforcement agencies.

C. To organize and govern the Hawaii State Police Olympics.

D. To be the sole representative for the Hawaii Police Athletic Club to field participants to the National Police Olympics or International Police Olympics. 

IV.

The duration of the corporation shall be perpetual.

V.

The officers shall consist of:  (Titles Only) 

1. President  

2. Vice President 

3. Secretary 

4.  Treasurer

VI.

There shall be a board of directors consisting of no less than 3 members. The following persons shall be initial officers and director(s), and shall hold office for the first year or until their successors are duly elected pursuant to the by-laws of the corporation:   

Office Held - Name - Residence Address

President - Chester A. Dods, Jr., 591 Pepeekeo Place, Honolulu, Hawaii 96823

Vice President - Rogelio Mata, 45-046 Malu(sic), Kaneohe, Hawaii 96744                                   

Secretary - Jeffrey Yamashita, 94-425 Lakau Place, Waipahu, Hawaii 96797

Treasurer - Gordon Lee, 1455 S. Beretania Street, Honolulu, Hawaii 96814

Director - David Benson, 750 Amana Street #1011, Honolulu, Hawaii 96814               

Director - Arthur Mederios, 237 Aikane Place, Kailua, Hawaii 96734

Director - Raplee Fitzsimmons, 3665-A Lilinoe Place, Honolulu, Hawaii 96816

VII.

The corporation shall only have such powers as provided for by law necessary to accomplish its stated purpose.

VIII.

The corporation is organized for educational purposes only and is not organized for profit. 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. Upon dissolution, all of the assets of the corporation after payment of its just debts shall be transferred or distributed to an organization or organizations as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954. Notwithstanding any other provision of this Charter, this corporation shall not, except to insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Department of Regulatory Agencies, at Honolulu, this 19th day of December, 1979.

(s) Tany S. Hong, Director of Regulatory Agencies

(s) Russel S. Nagata, Corporation & Securities Administrator  

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ARTICLE IV:  OFFICERS

Section 4.01:  Officers:  The officers of the corporation shall be:  1. President  2. Vice-President  3. Secretary  4. Treasurer.

Section 4.02:  Duties: The duties of the officers shall be as follows: 

1.  President. The President shall be the Executive Officer of the Club. He shall preside at all regular and special meetings and enforce the by-laws of the club, decide all questions of order, announce the results of all motions and ballots, appoint all committees and do all things required by these by-laws of his office.

2.  Vice-President. The duties of the Vice-President shall be the same as the President in his absence.

3.  Secretary.  The Secretary shall take or cause to be taken accurate minutes of the meetings. The Secretary shall keep at the principal office of the corporation a record of minutes of the meetings which shall be open to the Directors of this corporation for their inspection. The Secretary shall keep and maintain a book containing the name and addresses of the organization.

4.  Treasurer. The Treasurer shall have charge and custody of the funds of this corporation and the power to receive and disburse as authorized by the Executive Board. The Treasurer shall keep and maintain adequate and correct accounts of the corporation's money and business transactions.

Section 4.03Board of Directors.  The Board of Directors shall consist of members representative of each sport. One member will be selected from each sport by their team members and appointed to the Board of Directors with the approval of the Executive Board.

Section 4.04Election of Officers. The election of officers will take place at the Police Olympics during the week the Olympics are held.

Section 4.05Terms of Officers. The initial term of officers shall take effect upon the initial selection and run to December 31, 1982. Each succeeding term will be for two (2) years beginning on January 1 until December 31st.

Section 4.06Powers. Subject to any limitations contained in the Articles of Incorporation, the Executive Board and the Board of Directors shall exercise the powers of the corporation, control its property and conducts its affairs except as otherwise provided by law. The Boards shall decide the interpretation of the Articles and By-laws of this corporation as well as rules governing athletic events and other matters, when such rules are set forth by the HAWAII POLICE ATHLETIC CLUB.

ARTICLE V:  INDEMNITY CLAUSE

Section 5:01Compensation. All officers and directors shall serve without compensation. They shall not be personally liable for the debts, liabilities or obligations of the corporation.

ARTICLE VI:  COMMITTEES

Section 6.01Appointments. The President shall have the power to create committees and to delegate to such committees the powers needed to fulfill the purpose for which it was created. Such committees shall terminate upon completion of their task unless otherwise provided by the President.

ARTICLE VII:  MEETINGS 

Section 7.01Annual Meeting. There shall be at least one (1) open meeting during the calender year. The meeting shall be held during the last Thursday of August, unless directed by the Executive board. In such case, the Secretary shall so notify all board members at least ninety (90) days prior to the next date. 

Section 7.02Location of Meeting. The location of the annual meeting shall be determined by the Executive Board.

Section 7.03Regular Meetings. Regular meetings of the Executive Board and the Board of Directors shall be held monthly and any other time agreeable to the two (2) boards.

Section 7.04Notice of Meetings: The Secretary shall notify all members of the Executive Board and the Board of Directors of the time and place of the regular meetings at least one (1) week prior to the regular meeting. 

Section 7.05Special Meetings. Special meetings of the Executive Board and Board of Directors may be called if necessary by the President. Due notice of the special meeting and its purposes shall be sent to all board members at least two (2) weeks prior to the date of the meeting. No business shall be conducted at any special meeting except that for which its special meeting was called for.

ARTICLE VIII:  VOTING

Section 8.01:  Quorum: A quorum shall consist of a simple majority of the Executive Board plus a simple majority of the Board of Directors.

Section 8.02Majority Vote:  A majority vote shall be a simple majority of the members present voting on any resolution or motion.

ARTICLE IX:  CORPORATE RECORDS, REPORTS AND SEAL

Section 9.01Records: The corporation shall keep at its principal office a book of minutes of all meetings of the corporation prepared by the Secretary. All resolutions adopted by special meetings, as authorized by Article VII, Section 7.04 of these By-Laws shall be ratified by two-thirds (2/3) vote of the boards present and reflected in the minutes.

Section 9.02Accounting:  The corporation shall keep and maintain adequate correct accounts of its properties and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Section 9.03Seal:  The corporation may adopt, use and at will alter, a corporate seal. Such seal, if adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.

ARTICLE X:  BY-LAWS

Article 10.01  By-Laws:  These by-laws shall become effective immediately on their adoption.

Section 10.02  Changes:  These by-laws may be altered, amended or repealed and new by-laws adopted by two-thirds (2/3) vote of the Executive Board and Board of Directors.

ARTICLE XI:  MISCELLEANOUS

Section 11.01  Sports Rules:  All sports events governed by the HAWAII POLICE ATHLETIC CLUB shall follow rules dictated by the Boards. 

Section 11.02  Changes:  The Executive Board and the Board of Directors within its authority under Article IV, Section 4.06 of these By-Laws, shall have the power to implement and enforce changes in all sporting events. 

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AMENDMENTS TO CONSTITUTION, Amendment #1 (Purpose) 

State of Hawaii Department of Regulatory Agencies, Business Registration Division, 1010 Richards Street. Mailing address: P.O. Box 40, Honolulu, Hawaii 96810.

In the Matter of the Amendment of the Charter of Incorporation of the Hawaii Police Athletic Club, Certificate of Amendment.

     The undersigned duly authorized officers of the Hawaii Police Athletic Club, a Hawaii non-profit corporation, do hereby certify that at a special meeting of the members of said corporation, duly called and held at 1455 South Beretania Street, on the 20th day of March, 1980, for the purpose of amending the Charter of Incorporation, it was voted by not less than two-thirds of the members present at the meeting to amend the Charter of Incorporation of said corporation, as set forth in the exhibit attached hereto and made a part of the Certificate.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 27th day of March, 1980.

(s) Chester A. Dods, Jr., Office held: President, (s) Jeffrey Yamashita, Office held: Secretary.

 

STATE OF HAWAII

HAWAII POLICE ATHLETIC CLUB

     Chester A. Dods and Jeffrey Yamashita being first duly sworn on oath depose and say that they are President and Secretary, respectively, of the Hawaii Police Athletic Club; that as such officers they are duly authorized to sign the foregoing Certificate of Amendment; and that they have read the said Certificate and attached Exhibit, know the contents thereof, and that the same are true.

(s) Chester A. Dods, Jr., Office held: President   (s) Jeffrey Yamashita, Office held: Secretary 

 

In the Matter of the Incorporation of the Hawaii Police Athletic Club, Amendment to Charter of Incorporation, Addition of Article IX.

1. The property of this corporation is irrevocably dedicated to charitable and educational purposes. No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be empowered to make payments and distributions in furtherance of the exempt purposes for which it was formed.

2. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

Subscribed and sworn to before me this 27th day  of March, 1980

(s) Doris Kimura, Notary Public, First Judicial Circuit, State of Hawaii

My commission expires 3-18-81.

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AMENDMENTS TO CONSTITUTION, Amendment #2 (Change of Name)

Nonrefundable filing fee: $10.00. Submit Original and One True Copy, Domestic Nonprofit General Amendment.

State of Hawaii, Department of Commerce and Consumer Affairs, Business Registration Division, 1010 Richards Street, Mailing address: P.O. Box 40, Honolulu, Hawaii 96810.

Articles of Amendment (Section 415B-38), Hawaii Revised Statutes.

     The undersigned, duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows:

     1.  The name of the corporation is Hawaii Police Athletic Club.

     2.  The amendment adopted is attached.

     3.  If adoption of the amendment was by the members, complete the following:

          A.  A meeting was held on ________________________. A quorum was present at the meeting, and at least two-thirds of the members present voted to adopt the amendment.

          B.  The amendment was adopted by the written consent of all the members of the corporation entitled to vote.

     4.  If adoption of the amendment was by the board of directors, complete the following:

          A.  A meeting of the directors was held on February 3, 1993. A quorum was present at the meeting, and a majority of the directors in office voted to adopt the amendment, or  

         B.  The amendment was adopted by the written consent of all of the board of directors.

     5.  If the amendment was adopted by the board of directors, check only one of the following: [  ] The corporation has no members or [x] There are no members entitled to vote.

     We certify under the penalties of 415B-158, Hawaii Revised Statutes, that we have read the above statement, and that the same are true and correct.

     Witness our hands this 9th day of February, 1993.

(s) Gregory B. Hunt, President   (s) Gordon F.Y. Lee, Treasurer

 

     In the Matter of the Incorporation of the Hawaii Police Athletic Club, Amendment to Charter of Incorporation.

ARTICLE I, NAME OF THE CORPORATION

The name of the corporation, Hawaii Police Athletic Club, is hereby amended to HAWAII POLICE ATHLETIC FEDERATION.

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AMENDMENTS TO CONSTITUTION, Amendment #3 (Terms of Officers)

 

State of Hawaii, Department of Commerce and Consumer Affairs, Business Registration Division, 1010 Richards Street, Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810.    

ARTICLES OF AMENDMENT (Section 415B-38 Hawaii Revised Statutes). Please type or print legibly in black ink.

     The undersigned, duly authorized officers of the corporation submitting these Articles of Amendment, certify as follows:

1.  The name of the corporation is Hawaii Police Athletic Federation.

2.  The amendment(s) adopted is attached.

3.  The amendment(s) was adopted (check one).

     [  ]  At a meeting of the members held on ____________________. A quorum was present at the meeting and at least two thirds of the members present at the meeting voted to adopt the amendment(s).

     [x]  At a meeting of the Board of Directors held on August 6, 2002. A quorum was present at the meeting, and a majority of the directors in office voted to adopt the amendment(s), or

     [  ]  by the written consent of all the Board of Directors.

4.  The amendment was adopted by the Board of Directors because (check one):

     [  ] The corporation has no members or [x] there are no members entitled to vote.

     We certify under the penalties of Section 415B-158, Hawaii Revised Statutes, that we have read the above statements and that the same are true and correct.

     Signed this 1st day of September, 2002.

(s) Daniel W. Saragosa (Vice-President)   (s) Robert D. Barefoot (Secretary) 

 

ATTACHMENT TO ARTICLES OF AMENDMENT of the Hawaii Police Athletic Federation.

Article:  Officers, Section 4.05, Terms of Officers.

Paragraph 2, is amended to read as follows:

The terms of elected officers shall be four (4) years, beginning immediately after elections and shall run until the next election.