Real Property & Financial Services

A Section of the Hawaii State Bar Association

Section Bylaws

RESTATED BY-LAWS
REAL PROPERTY AND FINANCIAL SERVICES SECTION
HAWAII STATE BAR ASSOCIATION

ARTICLE I :: NAME AND NATURE OF SECTION

The name of this Section shall be the Real Property and Financial Services Section of the Hawaii State Bar Association. The Section shall be organized and maintained for the purposes set forth in these By-Laws and in the Constitution of the Hawaii State Bar Association. No part of any net earnings shall inure to the benefit of a member of the Section.

ARTICLE II :: PRINCIPAL OFFICE

The principal offices of this Section shall be at the office of the Chair of the Section and at the office of the Hawaii State Bar Association. The Section’s principal offices may be changed from time to time by its members, with approval of the Hawaii State Bar Association.

ARTICLE III :: PURPOSES

Section 1. The purposes of this Section shall be:

  1. To develop and encourage the highest standards of conduct for attorneys in the State of Hawaii, and particularly among attorneys practicing in the financial services and real property law fields in the State;
  2. To aid and assist the members of the Hawaii State Bar Association, and particularly Section members, in the performance of their legal duties;
  3. To provide a forum for the exchange of experiences, ideas and opinions with respect to real property and financial services through discussion, study and publication;
  4. To consider all matters of legal interest relating to real property and financial services;
  5. To engage in educational and related activities;
  6. To sponsor, encourage and promote scholarship in the financial services and real property law fields;
  7. To collect, analyze and disseminate information as to legislation, governmental agency and judicial decisions concerning real property and financial services;
  8. To initiate, sponsor and promote within the Hawaii State Bar Association legislation and uniform laws, and standards of conduct and competence, when necessary and appropriate or in the public interest;
  9. To promote good fellowship among the members of the Section;
  10. To serve as a spokesperson for the Hawaii State Bar Association, subject to appropriate authorization;
  11. To take such action as may be necessary or appropriate to accomplish the purposes of this Section as expressed in these By-Laws and in the Constitution of the Hawaii State Bar Association.
  12. To create and oversee standing committees on various subject matter areas deemed appropriate.

ARTICLE IV :: MEMBERSHIP AND DUES

Any member of the Hawaii State Bar Association, upon request to the Association and upon payment of dues for the current year, shall be enrolled as a member of this Section. Members so enrolled, whose dues are paid, shall constitute the membership of this Section.

The dues required from members of the Section shall be determined and assessed by the Board, acting on behalf of the members of the Section. The dues shall be determined by the Board, acting with the advice of the Chair and the Treasurer , and shall be uniform for all members of the Section. Any member of this Section whose annual dues shall be more than six months past due shall thereupon cease to be a member of this Section.

ARTICLE V :: SECTION MEETINGS AND VOTING

Section 1. The Section shall meet at least twice annually at a place and date decided by the Board of Directors, with such program and order of business as may be arranged by the Chair, Chair-Elect, and other officers. All members shall be given reasonable notice of the date, time and place of a meeting.

Section 2. Special meetings of the Section may be called by the Chair or by a majority of the members of the Board at such time and place as they may determine.

Section 3. Ten (10) members of this Section, present in person, shall constitute a quorum for any meeting of the Section. A meeting may be adjourned from time to time until a quorum is present, without further notice to the members. Only members whose dues are paid may vote at Section meetings. Each member shall have one vote. A member may vote in person or by proxy. The majority vote of members present at the meeting, in person or by proxy, is required for any action. The latest edition of Robert’s Rules of Order shall be the parliamentary guide for the Section.

Section 4. Any business of the Section may be transacted at a meeting of the members. Unless otherwise specified by members of the Section, the order of business of the Section shall be as follows:

  1. Reading of minutes of preceding meeting
  2. Reading of communications
  3. Reports of officers and committees
  4. Election of officers (when so required)
  5. Unfinished business
  6. New business

ARTICLE VI :: DIRECTORS AND OFFICERS

Section 1. There shall be a Board of Directors which consist of fifteen (15) members of the Section. Of the fifteen directors, there shall be one director from each of the following separate bar associations representing a geographic area within the State and recognized by the Hawaii State Bar Association:

  1. Maui County Bar Association
  2. Kauai County Bar Association
  3. West Hawaii Bar Association
  4. Hawaii County Bar Association.

The eleven remaining directors shall be elected by the Section-at Large. All directors shall hold office for a term of three years, one-third of which terms shall expire each year. Each Director shall hold an office until it is assumed by a successor.

Section 2. The Officers of the Board of Directors shall be a Chair, Chair-Elect, Secretary, Treasurer, and such other officers as the members of the Board may elect. The Officers will be elected by the Board of Directors. The Officers shall hold office for a term of one year. Each officer shall hold office until it is assumed by a successor.

Section 3. Past Chairs of the Section, not members of the Board by election or otherwise, shall each have one (1) vote on voting matters at Board meetings that they attend.

ARTICLE VII :: DUTIES AND POWERS OF THE BOARD OF DIRECTORS

Section 1. The Board shall have general supervision and control of the affairs of the Section subject to the provisions of the Constitution of the Hawaii State Bar Association and the By-Laws of this Section.

Section 2. The annual meeting of the Board shall be held as soon as is practicable following the annual meeting of the Section. The Board may meet in special session at any other time or place on the call of the Chair or two members of the Board. Reasonable notice of all meetings shall be given to all Board members.

Section 3. The Board may authorize the Chair to make commitments or expend money and to appoint committees of Section members to perform such duties and exercise such powers as the Board may direct, subject to the limitations of these By-Laws and the Constitution of the Hawaii State Bar Association.

Section 4. Except as otherwise provided in these By-Laws, the Board, during the interim between annual meetings of the Section and in other cases of vacancy, shall fill vacancies in its own membership and in Section offices. Members and officers so selected shall serve until the close of the next annual meeting of the Section or until their successors shall have been elected.

Section 5. Except as provided in Section 6 of this Article VIII, all binding action of the Board shall be by a majority vote of the members of the Board present at a meeting thereof. A quorum consisting of eight (8) members of the Board must be present to conduct business.

Section 6. The Chair of the Section may, and upon the request of any three members of the Board shall, submit or cause to be submitted in writing, to each of the members of the Board any proposition upon which the Board may be authorized to act, and the members of the Board, as the case may be, may vote without a meeting upon such proposition or propositions as submitted, by communicating their votes thereon in writing to the Secretary, who shall record upon the minutes each proposition so submitted, when, how, at whose request same was submitted, and the vote of each member and keep filed such written votes. Binding action shall be by majority vote of the entire number of the Board members and Past Chairs entitled to vote at that meeting.

Section 7. All meetings of the Board may be attended by directors in person, by telephone or by other means.

ARTICLE VIII :: DUTIES OF OFFICERS

Section 1. Chair
The Chair shall:

  1. preside at all meetings of the Section and of the Board of Directors;
  2. in his or her discretion, formulate and present at each annual meeting of the Hawaii State Bar Association a report of the work of the Section for the then past year;
  3. be responsible for the program of the Section in connection with the annual meeting of the Hawaii State Bar Association and shall have the same prepared in cooperation with the other officers of the Section;
  4. personally, or through his or her designee(s) appoint such chair, and members of such committees as he or she deems appropriate and may fill any vacancies occurring on any committees during his or her term;
  5. have general authority for administration of Section activities consistent with Section policies; and
  6. perform such other duties and acts as usually pertain to this office.

Section 2. Chair-Elect
The Chair-Elect shall:

  1. aid the Chair of the Section in the performance of the latter’s responsibilities to the extent that the Chair may request,
  2. perform such further duties as may be designated by the Chair, and
  3. upon expiration of the Chair’s term, become Chair of the Section to serve for the next succeeding one (1) year term. If the office of Chair shall become vacant, the Chair-Elect shall thereupon become Chair of the Section for the unexpired term.
  4. act for the Chair in his absence;
  5. during the disability of the Chair, and until the question of such disability shall be determined by the Board, the Chair-Elect shall perform the duties of the Chair; and
  6. be responsible for the general arrangement and coordination of the Section meetings and the Section program for the annual meeting, and shall assist in securing speakers and doing such other matters as may be requested by the Chair.

Section 3. Secretary
The Secretary shall:

  1. keep a record of all meetings of the Section and the Board,
  2. maintain the minute book of the Section, and
  3. perform such other duties as may be designated by the Chair.

Section 4. Treasurer
The Treasurer shall be responsible for: all moneys received and expended by the Section; for the books of account and the financial records of the Section; and shall perform other duties incident to the office.

Section 5. Other Officers
Any other officers elected by the Board shall have such powers and duties as may be prescribed by the Board.

ARTICLE IX :: NOMINATION AND ELECTION OF DIRECTORS

A nominating committee consisting of three members shall be appointed by the Chair on or before June 30 of the year. The nominating committee shall make nominations for directors and mail such list of nominees to each member of the Section, to his or her address as shown on the records of the Section, at least thirty (30) days before the date of the annual meeting. A member may also be nominated by written petition signed by ten (10) members of the Section and submitted to the Secretary no later than ten (10) days after the date of mailing of the notice of the nominating committee’s list of nominees. All nominees shall be members of the Section in good standing. Each nominee must signify a willingness to serve.

A ballot containing the names of all nominees together with a properly addressed return envelope, a proper notice of the date, time and place of the annual meeting, and a notice that in order to be counted, ballots must be delivered to and received by the Secretary not less than twenty-four (24) hours prior to the time set for the annual meeting, shall be mailed to all members, to their addresses as shown on the records of the Section, at least twenty (20) days prior to the date of the annual meeting. In order to be counted, ballots must be delivered to and received by the Secretary not less than twenty-four (24) hours prior to the time set for the annual meeting. The Chair shall designate so many members of the Section as he or she deems necessary, none of whose names appear on the ballot, to act under direction of the Secretary as a special committee whose duty shall be to open the envelopes, count and tabulate the votes shown on the ballots. The envelopes containing the ballots shall be opened and the votes counted after the deadline specified for the delivery of the ballots to the Secretary and prior to the commencement of the annual meeting. The results of the election shall be announced at the annual meeting. Candidates for directors receiving the most votes shall be declared elected. In the event of a tie, the older or oldest nominee shall be deemed elected.

ARTICLE X :: COMMITTEES

Section 1. There shall be the following standing committees, the members of which shall be appointed by the Chair.

  1. Nominations. The Standing Committee on Nominations shall be appointed in accordance with and shall have such duties as are provided in Article IX above.
  2. Standing Subject Area Committees. There shall be Standing Committees on various subject matter areas, as deemed appropriate by the Chair. The Chair shall establish Standing Committees with the advice and consent of the Board.

Section 2. There shall be an Executive Committee composed of the Chair and such other members of the Board appointed by the Chair and approved by the Board. The Executive Committee shall have all the powers of the Board when the Board is not in session. The Executive Committee may have meetings by conference telephone calls. The duly authorized actions of the Executive Committee shall be binding on the Section.

Section 3. All members of committees shall serve at the pleasure of the Chair.

ARTICLE XI :: CONFLICT OF INTEREST

To avoid criticism based on an assertion of possible conflict of interest or bias because of professional representation of a client or the appearance thereof, all members of the Section in acting in furtherance of Section activities should observe the following:

  1. All activities should be conducted in a way which will give due recognition to competing points of view;
  2. No Section member should take any position upon any Section activity where, by reason of representation of a client, a conflict of interest or bias might reasonably be thought to exist, unless the fact of such representation has been fully disclosed; and
  3. All Section officers and chairpersons of committees shall at all times be alert to require compliance with these rules.

ARTICLE XII :: FUNDS AND PROPERTY

Section 1. The Chair shall have the authority to direct the Treasurer to expend the funds and property of the Section for the benefit of the membership, subject to such action as the Section may take at its meetings. The Treasurer shall open such accounts as he or she deems appropriate to deposit funds collected. The Board may also authorize the Hawaii State Bar Association to collect and hold funds of the Section on such terms and conditions as may be agreed upon by the Hawaii State Bar Association and the Board. The Treasurer, and in his or her absence, the Chair, shall have the authority to withdraw funds from such account or accounts as may have been opened, provided that a record of all withdrawals and the purpose thereof shall be kept in the records of the Section.

Section 2. No salary or compensation may be paid to any officer, member of the Board, or member of a committee, except as expressly provided in these By-Laws; provided, however, that travel and per diem expenses may be paid to an officer, member of the Board, or member of a committee to enable such person to attend meetings of the Board or other activities concerning the section when authorized by the Board.

ARTICLE XIII :: AMENDMENTS

These By-Laws may be amended by a majority vote of the Board members in attendance at any meeting at which a quorum is present, but any amendment shall be subject to approval of the Hawaii State Bar Association.

ARTICLE XIV :: DISTRIBUTION ON DISSOLUTION

In the event of dissolution of the Section, its property will be distributed, after paying all debts and obligations, to the Hawaii State Bar Association.