Constitution and Bylaws

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CONSTITUTION AND BYLAWS OF THE
HAWAII CHAPTER
OF ASHRAE
Approved by the Society: 13-April-2016
ARTICLE I – NAME AND AREA SERVED
The name of the organization is the Hawaii Chapter (herein “Chapter”) of ASHRAE (herein “Society”). The
principal area(s) served by the Chapter are the counties of Hawaii, Honolulu, Kalawao, Kaua’I, and Maui
in the state of Hawaii. The principal city where regular meetings will be held is Honolulu, Hawaii.
ARTICLE II – OBJECTS
The objects of the Chapter are exclusively scientific and educational and include, but are not limited to: (a) the
advancement of the sciences of heating, refrigerating and air-conditioning engineering and related sciences;
(b) the continuing education of the members and other interested persons in said sciences, through lectures,
demonstrations, and publications; (c) the rendering of career guidance and financial assistance to students of
the sciences; and (d) the encouragement of scientific research.
ARTICLE III – POWERS
The Chapter shall have the power to perform all lawful acts which may be deemed necessary for the proper
and successful prosecution of the objects and purposes for which it is organized and operated, consistent with
the Certificate of Consolidation, Bylaws, and Rules of the Board of Directors of the Society, and applicable tax
regulations for non-profit organizations or corresponding provisions of tax laws.
3.1. The Chapter is not operated for the pecuniary profit of its members. No part of the net income of the Chapter
shall be payable to or shall otherwise be available for the personal benefit of any proprietor, employee or
shareholder. No salary emolument or compensation shall be paid to any member, and no part of the activities
of the Chapter shall consist of the performance of particular services for individual members.
3.2. The Chapter shall not have the authority to act for or in the name of the Society and notice to such effect shall
be imprinted on the Chapter stationery; the Chapter shall not use the name of the Society except as a part of
its own name; the Chapter may use the emblem of the Society in accordance with the Rules of the Board; and
the Chapter shall not incur any financial liability or contractual obligation in the name of the Society.
3.3. The Chapter may issue publications and/or websites/downloads/documents in accordance with the Rules of
the Board. Certain publications for members such as a chapter newsletter or chapter membership
roster/product directory may be distributed to persons other than members provided it clearly complies with
paragraph 3.2. Certain designated ASHRAE documents may be translated in accordance with the Rules of the
Board.
3.4. The Chapter may contribute to, affiliate with, or hold membership in any society, association, council, or other
organization in accordance with the Rules of the Board.
3.5. The Chapter shall not recommend, endorse or approve any product, service, publication, person or entity for
the promotion of private or public interests.
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ARTICLE IV – MEMBERSHIP, DUES AND FINANCE
4.1. Qualification. The membership of the Chapter shall consist of all members of the Society in good standing
and residing in the geographic area of the Chapter, as prescribed by the Board of Directors of the Society,
who have properly joined the chapter.
4.2. Non-Residents. Notwithstanding the foregoing, a member of the Society residing in the geographic area of
a Chapter may elect to be a member of another Chapter. A member may elect to belong to more than one
Chapter.
4.3 Grade. Each member shall hold the same grade of membership in the Chapter as in the Society.
4.4. Rights and Privileges. All Chapter members shall be entitled to the same rights and privileges, except that
anyone who has not paid Chapter fees, dues, assessments or other charges within ninety (90) days of their
due date shall not be entitled to voting privileges or the right to election or appointment as an officer,
governor, or committee chair of the Chapter. All rights and privileges of a member are vested solely in the
member and may not be delegated or transferred, except as provided in Article VI, paragraph 6.7 hereof.
4.5. Suspension. In the event that a member does not pay all the Chapter fees, dues, assessments or other
charges within six (6) months of their due date, all rights and privileges of membership in the Chapter shall
be suspended. Such membership rights and privileges shall be restored to the member upon full payment
thereof. Delinquency in payment of Chapter dues or other Chapter charges will not affect a member's
standing in the Society.
4.6. Termination. Membership in the Chapter shall terminate upon the death of any member, the removal of a
member's principal place of residence to the geographic area of another Chapter except as provided in
Article IV, paragraph 4.2 hereof, or the receipt of written notice by the member of termination of
membership. In the event of such termination, neither the former member, nor his/her personal
representatives, heirs or devises shall have any right, title or interest in the Chapter or its assets.
4.7. Expulsion. A member may be expelled from the Society and the Chapter only upon action taken by the
Board of Directors of the Society. Such action may be initiated by the Board of Governors of the Chapter
by the filing of written charges and supporting evidence with the Secretary of the Society.
4.8. Society Dues. The annual dues for membership in the Society, as prescribed from time to time by the
Society, shall be paid to the Society.
4.9. Chapter Dues. The Board of Governors, in its discretion and subject to the approval by a vote of members,
may levy such dues, fees, charges or other assessments as are reasonable and necessary to meet the
current operating expenses of the Chapter. The due date of such payments shall be as prescribed by the
Board of Governors.
4.10. Fiscal Year. The fiscal year of the Chapter shall end on June 30 of each year.
ARTICLE V – OFFICERS, NOMINATIONS, ELECTIONS, VACANCIES, REMOVAL AND CHAPTER
REGIONAL COMMITTEE
5.1. Titles. The officers of the Chapter shall be a President, a President-Elect, a Vice President, a Secretary, a
Treasurer, and an Immediate Past President. Consult the current version of the Manual for Chapter
Operations (MCO) for updates.
5.2. Multiple Offices. With the exception of the office of President, any number of offices may be held by the
same member.
5.3. The President. The President shall be the chief executive officer of the Chapter and shall provide general
direction of the affairs of the Chapter and provide general supervision over its several officers, subject to
the control of the Board of Governors. The President shall, from time to time, report to the members and to
the Board all matters within the President's knowledge which the interest of the Chapter may require to be
brought to the Chapter's notice; shall preside at all meetings of the members and at all meetings of the
Board; shall sign and execute in the name of the Chapter all contracts, or other instruments authorized by
the Board, except in cases where the signing and execution thereof shall be expressly delegated or
permitted by the Board or by these Bylaws to some other officer or agent of the Chapter.
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5.4. The President-Elect. The President-Elect shall automatically succeed to the office of the President at the
conclusion of the President's term of office. In the absence of the President, the President-Elect shall
exercise the powers and perform the duties of the President. In addition, the President-Elect shall make the
committee chair appointments sufficiently far in advance of the Chapters Regional Conference (CRC), as
to permit attendance by the appointees at CRC workshops in the period prior to appointees' active
participation as chairs of the Chapter Committees. Chair designees of such committees as Student
Activities; Membership Promotion; Research Promotion; Chapter Technology Transfer, Grassroots
Government Advocacy and Historical should be especially encouraged to attend CRC meetings. Prior to
the annual meeting, the President-Elect shall complete the appointments by naming at least two (2)
committee members to each of the standing committees of the Chapter.
5.5. The Vice President. In the absence of the President and the President-Elect, the Vice President shall
exercise the powers and perform the duties of the President.
5.6. The Secretary(ies). The Secretary shall send notices of meetings to the members and to the Board of
Governors as prescribed in these Bylaws, and to Committee Chairs as requested by the President. The
Secretary shall keep the minutes of the meetings of the Chapter and of the Board of Governors and shall
promptly file a copy of the minutes of each meeting of the Chapter with the Regional Chair and Regional
Vice Chair (RVC) for Chapter Technology Transfer, or in the case of the (RAL) the Sub Regional Chair
(SRC) for the Chapter, and shall send advance notices and minutes of meetings of the Board of Governors
to the Regional Chair. In addition, the Secretary shall send the Chapter newsletter to the Editor of the official
publication of the Society. The Secretary shall maintain a membership roster, a roll of membership
attendance, and such books, papers, and records as the Chapter or Board of Governors may direct, which
shall be open to the inspection of any member of the Board of Governors. The Secretary shall promptly
notify members of their nomination, election, or appointment to office.
5.7. The Treasurer. The Treasurer shall receive all funds, including dues, fees, charges and other assessments,
and shall deposit such funds in the name of the Chapter in banks or other depositories. The Treasurer shall
disburse funds only as authorized by the Chapter's Board of Governors and shall keep appropriate records
of receipts and expenses and shall exhibit such records at all reasonable times to any member of the Board
of Governors. The Treasurer shall make a full financial report at the annual meeting of the Chapter, a copy
of which shall be forwarded to the Regional Chair. In addition, in the absence of contrary written instructions
from the Society, the Treasurer shall complete, execute and file any statements or returns incidental to
federal or local taxation.
5.8. Additional Duties. All officers shall perform all duties incident to their respective offices and such other
duties as are prescribed by these Bylaws or as are assigned by the Board of Governors.
5.9. Eligibility for Re-election. Officers and Board members are elected for one-year terms, but may be reelected
to consecutive terms. The president may be re-elected to the same office for one additional
consecutive term. If the president is re-elected for an additional consecutive term, the president-elect will
also need to be re-elected in accordance with the election procedure set forth in Section V.
5.10. Duties of Nominating Committee. The Nominating Committee shall select from the members eligible to hold
office one candidate for each office except President, and for each member to be elected to the Board of
Governors and shall obtain from each candidate a written statement that the candidate is a member in good
standing in the Society and consents to stand for election. Not less than thirty (30) days before the May
meeting the Nominating Committee shall present to the Secretary the names of the candidates selected,
together with their statements.
5.11. Duties of Secretary. Upon receipt of these names from the Nominating Committee, the Secretary shall
prepare a list of the candidates and shall forward such list to all members with voting rights at least ten (10)
days prior to such meeting.
5.12. Nomination by Members. Additional nominations of members in good standing who consent orally or in
writing to be candidates may be made from the floor at such meeting. If at this meeting more than one such
nomination from the floor is made for any one office or membership on the Board of Governors, a vote shall
be taken to select the name of the opposition candidate to be placed on the ballot.
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5.13. Voting and Election. Not less than ten (10) days prior to the next meeting, the Secretary shall send a mail
ballot, in the case of elections by mail, or a proxy statement, in the case of elections at meetings, to all
members with voting rights. In the case of elections at meetings, the President shall appoint three (3) tellers
to assist in conducting the election. The Board of Governors or the tellers, if any, shall promptly tally all
votes. The candidate receiving a majority of the votes cast for each respective office shall be declared
elected. If there is a tie vote, there shall be a run-off election.
5.14. Installation. Officers and members of the Board of Governors shall be installed at the annual meeting of the
chapter and shall assume their duties at the start of the next Society year.
5.15. Vacancies. Whenever there shall be a vacancy in any office except President-Elect or a member of the
Board of Governors by resignation or otherwise, the Board of Governors shall have the power to fill such
office until the next annual election and installation, and such officer shall have the duties, rights, and
privileges of the predecessor.
If the President dies, resigns, or is removed from office, the President-Elect shall immediately become
President and shall serve for the remainder of the term of the immediate predecessor. If the time served by
the President-Elect as President is less than six months, he/she shall continue to serve as President for the
next Society year; therefore the office of President-Elect shall remain vacant until the next annual chapter
election. If the President-Elect dies, resigns, is removed from office, or becomes President for more than
six months in accordance with the foregoing provisions, a special election shall be held to fill the vacancy.
5.16. Removal. Any officer or member of the Board of Governors may be removed by at least a 2/3 vote of voting
members present at a regular meeting, whenever in the judgment of the members, the best interests of the
Chapter will be served thereby. The notice of this Chapter meeting shall contain the statement that an
urgent item of importance to the Chapter will be presented for member vote and subsequent action.
5.17. Election of Delegates. The Board of Governors-elect shall elect from among its members one delegate and
one alternate to the Chapters Regional Committee. At least one of said delegates shall be an officer-elect
of the Chapter. The delegates shall be announced at the annual meeting of the Chapter. The names of
such delegates shall be certified in writing by the Secretary to the Secretary of the Society and the Regional
Chair by the first day of the following June.
5.18. Term. The delegate and alternate delegate shall serve for a term of one (1) year, commencing on the first
day of July following their election. No member may be elected to serve as the delegate for more than two
(2) consecutive terms; no member may be elected to serve as the alternate delegate for more than two (2)
consecutive terms; and no member may be elected to serve in either capacity for more than four (4)
consecutive terms.
5.19. Duties. The duties of the delegate and alternate delegate shall be as prescribed from time to time by the
Society. They shall transmit recommendations concerning policies, procedures, and operations of the
Society, its Chapter and its Student Branches to the Regional Chair in advance of the Chapters Regional
Committee Meeting; shall attend such meeting; shall suggest candidates for the Board of Directors of the
Society, Society committees, and miscellaneous Society honors and awards; shall participate in the election
of one (1) member and one (1) alternate member to serve on the Society Nominating Committee; and shall
report to the Board of Governors of the Chapter regarding the business transacted at the Chapters Regional
Committee meeting, together with any recommendations for Chapter action.
5.20. Vacancies and Removal. Whenever either delegate is unable to fulfill this office, the Board of Governors
shall appoint another delegate. Either delegate may be removed by the Board of Governors whenever, in
its judgment, the best interests of the Chapter will be served thereby.
ARTICLE VI – MEETINGS OF MEMBERS
6.1. Regular Meetings. Meetings of the Chapter shall be held on at least a monthly basis from September
through June at such time and place as is prescribed by the Board of Governors.
6.2. Annual Meeting. The annual meeting of the chapter for the installation of officers and the Board of
Governors and the announcement of committee appointments shall be held in the month of June at such
time and place as is prescribed by the Board of Governors.
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6.3. Special Meetings. Special meetings of the Chapter may be called by the President at the President's
discretion, or at the request of the Board of Governors or 15 percent of the members with voting rights.
6.4. Notice of Meetings. Timely written notice of all meetings shall be sent by the Secretary to all members
setting forth the place, date and hour of the meeting and, in the case of a special meeting, the purpose
thereof.
6.5. Quorum. A quorum for the transaction of business at a meeting of the Chapter shall consist of 15 percent
of the members having voting rights, except that no business may be transacted unless a majority of the
Board of Governors is also in attendance.
6.6. Majority Vote. A majority of the number of votes cast in person or by proxy shall be necessary for the
adoption of any matter, except as otherwise provided in these Bylaws.
6.7. Proxies. A member may vote on any matter by a written proxy executed and dated by the member. No
proxy shall be valid after ninety (90) days from the date of its execution, unless otherwise provided in the
proxy.
ARTICLE VII – BOARD OF GOVERNORS
7.1. Duties. The property and affairs of the Chapter shall be managed by the Board of Governors. The Board of
Governors may execute all business of the Chapter that does not require action by the full membership of
the Chapter. The presiding officer shall report briefly on these actions at the next Chapter meeting.
7.2. Composition. The Board of Governors of the Chapter shall consist of the officers, the most recent available
past president, and a minimum of two members elected pursuant to Article V hereof.
7.3. Meetings. The time and place of regular meetings of the Board of Governors shall be at the discretion of
the Board. A special meeting of the Board of Governors may be called by the President, at the President's
discretion, or at the written request of two (2) members of the Board.
7.4. Quorum and Majority Vote. A quorum for the transaction of business shall consist of a majority of the Board
present in person, and the majority vote of the members present in person or by proxy shall be necessary
for the adoption of any matter, except as otherwise provided in these Bylaws. The form of proxies shall be
governed by Article VI, paragraph 6.7 hereof.
7.5. Notice of Meetings. Timely written notice of all meetings shall be sent by the Secretary to all members
setting forth the place, date and hour of the meeting and, in the case of a special meeting, the purpose
thereof.
7.6. Appointments to Auditing Committee. The Board of Governors-elect shall appoint members to the Auditing
Committee, pursuant to paragraph 8.3.2.1 hereof, at a meeting of the Board of Governors-elect held prior
to the annual meeting of the Chapter. Appointments shall be announced at such annual meeting.
ARTICLE VIII – COMMITTEES
8.1. General. All Chapter Committees shall be designated as Standing Committees or Special Committees.
Standing Committees are mandatory and are of a continuing nature, while Special Committees are created
for a specific purpose and may be dissolved when their functions have been completed.
8.2. Appointments. Except as noted herein, all Standing Committee members and respective Chairs thereof
shall be appointed by the President-Elect pursuant to Article 5.4.
8.3. Standing Committees. Standing Committees primarily essential to chapter, regional and Society activities
are broken into two categories: those that are mandatory and those that are optional, but whose functions
are essential to the Chapter operation.
8.3.1. Mandatory standing committees are the Chapter Nominating; CRC Action; Student Activities;
Membership Promotion; Research Promotion; Chapter Technology Transfer; Grassroots
Government Advocacy and Historical.
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8.3.1.1. Chapter Nominating Committee. The Nominating Committee shall consist of five (5)
members in good standing. One member of the Board of Governors may serve on the
Nominating Committee, but not as its chair. The Committee shall be elected by the Chapter
at the February meeting.
At the preceding meeting, the Board of Governors shall submit to the members their
nominations for the committee. Additional nominations may be made by members from the
floor at said meeting.
Nominees receiving the five highest number of votes shall be elected. In the case of a tie,
there shall be a runoff election which shall be held at the same meeting. The Nominating
Committee shall elect its own chair.
8.3.1.2. CRC Action Committee. The CRC Action Committee shall determine major items of
concern to the Chapter; obtain biographies on possible candidates for Society and regional
offices, committees, and various regional and Society honors and awards; provide direction
to the delegate and alternate delegate on actions to be presented on the Chapter's behalf
at the CRC. The Chair of this Committee should be a past president of the Chapter.
8.3.1.3. Student Activities Committee. The Student Activities Committee shall assist and cooperate
with other technical and scientific organizations to influence pre-college (K-12) education
in math and science; shall assist in the formation and/or continuing operation of student
branches of the chapter; and shall assist with chapter participation in continuing education
courses and related activities. The Chair of this Committee is expected to attend the CRC
Meeting (for spring CRCs, the incoming chair).
8.3.1.4. Membership Promotion Committee. The Membership Promotion Committee shall
encourage applications by persons qualified for membership in the Society; shall
encourage increased member participation in Chapter affairs; and shall encourage
members to advance in their membership grade in the Society. The Chair of this Committee
is expected to attend the CRC Meeting (for spring CRCs, the incoming chair).
8.3.1.5. Research Promotion Committee. The Research Promotion Committee shall conduct an
annual campaign to obtain investments in ASHRAE Research, The ASHRAE Foundation
and Education through the ASHRAE Learning Institute. The Chair of this Committee is
expected to attend the RP Centralized Training Workshop and Special Regional
Committee Meeting when called by the Regional Vice Chair for Research Promotion.
8.3.1.6. Chapter Technology Transfer Committee. The Chapter Technology Transfer Committee
shall develop liaison on programs, make arrangements for speakers for programs and
technical sessions at chapter meetings, including speaker’s requirements for equipment,
accommodations and travel arrangements and act as host throughout the meetings. The
committee shall coordinate the efforts of the chapter by making arrangements with area
educational institutions for continuing education courses, and develop an active “Speakers
Bureau” to present talks and seminars to chapters and regions. The committee shall submit
PAOE points related to chapter programs. The committee shall provide timely reports to
the regional vice chair. The Chair of this Committee is expected to attend the CRC Meeting
(for spring CRCs, the incoming chair).
8.3.1.7. Grassroots Government Advocacy Committee. The Grassroots Government Advocacy
Committee shall provide current and relevant information to ASHRAE members regarding
Government Advocacy in their communities in areas of interest to ASHRAE members.
Subsequently, members so engaged should then help keep their chapters, regions and
Society Government Advocacy staff informed on governmental activities of interest to
ASHRAE. The committee shall coordinate dissemination of grassroots-level governmental
activities-related information to members and obtain feedback from chapter and individual
member Government Advocacy. Maintain high-quality and readily available tools to train
and enable chapter members to effect positive interactions with government entities in their
communities, especially in the use of ASHRAE documents and the advancement of the
ASHRAE public policy agenda. Serve as a clearinghouse of grassroots government
adoptions of ASHRAE-developed and endorsed standards, guidelines and positions.
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Encourage an active, informed membership by keeping local, provincial and state
governments updated on technical issues. The Chair of this committee is expected to
attend the CRC Meeting.
8.3.1.8. Historical Committee. The Historical Committee shall collect and safeguard facts,
photographs, records and other memorabilia pertinent to the history of the Chapter. The
Chair of this Committee is expected to attend the CRC Meeting (for spring CRCs, the
incoming chair).
8.3.2. Optional Committees, whose functions are essential to the Chapter operation, are Auditing;
Refrigeration; Reception; Publicity; Attendance; Publication (or Newsletter); Honors and Awards;
Special Events; and Chapter Section (if appropriate). The duties and functions of each Optional
Committee (several of which may be combined under a single chair) are as follows:
8.3.2.1. Auditing Committee. The Auditing Committee shall consist of three (3) members, none of
whom shall be members of the Board of Governors, and shall elect its own chair.
8.3.2.2. Refrigeration Committee. The Refrigeration Committee shall promote the refrigeration
activities of the Society by promoting the interests and endeavours of those members
whose primary concern is refrigeration; shall provide or arrange technical talks on
refrigeration to the members at regular chapter meetings; shall promote chapter-sponsored
seminars on refrigeration and shall arrange for continuing education in the refrigeration
field. The activities of the Refrigeration Committee shall be coordinated with the Chapter
Technology Transfer Committee, and if there is no Refrigeration Committee the activities
described above shall be handled by the Chapter Technology Transfer Committee.
8.3.2.3. Reception Committee. The Reception Committee shall encourage fellowship among
members and shall extend cordial greetings to guests and new members of the Society.
8.3.2.4. Publicity Committee. The Publicity Committee shall publicize the name, purposes and
activities of the Chapter in an effort to obtain qualified members; and shall report Chapter
activities of public interest to the news media.
8.3.2.5. Honors and Awards Committee. The Honors and Awards Committee shall consist of a
chair and at least two (2) additional members, preferably past chapter presidents. The
Honors and Awards Committee shall promote the recognition of outstanding chapter
members within the chapter, region, Society, associated societies and the community. The
committee shall submit names of qualified chapter members to the Chapter CRC Action
Committee.
8.3.2.6. Attendance Committee. The Attendance Committee shall be responsible for contacting
each member of the Chapter prior to each scheduled meeting or event to ensure that they
have received notice of that meeting or event, and to ascertain the expected attendance.
8.3.2.7. Publications or Newsletter Committee. The Publications Committee shall obtain news of
interest to the Chapter members and supervise the publishing of the Chapter newsletter.
8.3.2.8. Special Events Committee. The Special Events Committee shall handle the arrangements
for any special events to be sponsored by the Chapter, or for other events to which the
Chapter membership has been invited.
8.3.2.9. Chapter Section Committee. When a chapter area is defined that is not being provided
chapter services, the chapter may form a Chapter Section Committee to start and maintain
chapter sections within the chapter area. The chapter president shall name a section
representative for each section who will maintain liaison with the chapter.
8.4. Other Committees. Additional committees shall be termed as Special Committees and may be appointed
at any time by the President, with the advice and approval of the Board of Governors, and shall be
announced at the next meeting of the Chapter.
8.5. Vacancies. Whenever any member refuses an appointment to a committee or whenever there is a vacancy
on any committee by resignation or otherwise, the President shall, with the advice and approval of the
Board of Governors, appoint another member to such committee.
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8.6. Removal. Any committee member appointed or elected may be removed by the person or persons
authorized to appoint or elect such member whenever, in their judgment, the best interests of the Chapter
will be served thereby, except that the President shall remove a member only with the advice and approval
of the Board of Governors.
8.7. Attendance at Board Meetings. Committee Chairs shall attend the meetings of the Board of Governors
when so requested by the presiding officer, but shall not be entitled to voting rights at such meetings.
ARTICLE IX – RULES OF ORDER
Rules of Order. Except as otherwise provided in these Bylaws, the conduct of meetings of the members
shall be governed by the rules of procedure set forth in the current edition of Robert’s Rules of Order Newly
Revised.
ARTICLE X – AMENDMENTS
10.1. Powers and Limitations. All Articles of these Bylaws shall be subject to alteration or repeal, consistent with
the Certificate of Consolidation, Bylaws, and Rules of the Board of Directors of the Society and applicable
tax regulations for non-profit organizations or corresponding provisions of applicable tax laws.
10.2. By Society. Amendments to these Bylaws set forth in written directives of the Secretary of the Society shall
be adopted by a majority of the Board of Governors. Written copies of said amendments shall be sent by
the chapter secretary to all members, or an officer of the Chapter shall read said amendments at the next
succeeding chapter meeting.
10.3. By Chapter. Amendments to these Bylaws may also be initiated by a written resolution of a majority of the
Board of Governors or by not less than five (5) members in good standing with voting privileges and may
be presented at any meeting of the Chapter. If approved by a majority of the members present, the chapter
secretary shall send copies of the proposed amendments to all members not less than seven (7) days
before the next succeeding meeting. If approved by a two-thirds (2/3) vote at such meeting, the chapter
secretary shall forward such proposed amendments to the Secretary of the Society for approval by the
Members Council of the Society and review by the Regional Chair. Any amendments shall become effective
only upon receipt of written notice of approval by the Members Council or its authorized representative of
the Society.
ARTICLE XI – DISSOLUTION
11.1. The chapter may be dissolved:
a. with the consent of not less than sixty (60) percent of the members in good standing of the chapter with
voting rights expressed, either in person or by proxy, at a special meeting called for that purpose, or
b. by a two-thirds vote of the ASHRAE Board of Directors after written preferment of charges, sixty (60) days
written notice of hearing sent by registered mail to the President of the Chapter, and an adequate
opportunity for the chapter representative to be heard before the Board of Directors or a committee of three
(3) or more members designated by the Board of Directors.
11.2. In the event of dissolution, all debts and liabilities legally incurred on behalf of the chapter shall be fully
discharged. The remaining funds shall be disposed of in accordance with paragraph 11.3 thereof.
11.3. Upon the dissolution of the Chapter, any assets remaining thereafter shall be conveyed to the Society.
11.4. In the event that the Society is not then in existence or is not then exempt under applicable tax regulations for
non-profit organizations or corresponding provisions of tax laws, the assets shall be conveyed to such
organization then existent, dedicated to the perpetuation of objectives similar to those of the Society and
exempt.
ARTICLE XI - ADOPTION
These Bylaws shall be completed and adopted by a majority of the Board of Governors.
Written copies of said Bylaws shall be sent by the Secretary to all members and shall be
sent as amended, to such persons as shall, from time to time, become members of the
Chapter.
Adopted by the Hawaii Chapter:
Date
9th of December 2015

Chapter President 2015-16
Donna Kishi
Page 9

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