July 18, 2019
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Proposed By Law Amendments for 2016 Annual Membership Meeting

Proposed By-law Amendments

The following amendments to the KCFA by-laws are recommended to the Membership by the Board of Directors.  Article XI of the by-laws provides for the adoption of amendments by a two-thirds (2/3) vote cast by the members present at a General Meeting.

1—Email Votes— the proposal is to add the following sentence to Article VI.6.2: “Adoption of matters voted on by email must be by a unanimous vote of those voting.”  Reason for the recommendation: KCFA was advised by the Hawaii Association of Non-profit Organizations (HANO) that state law requires that Board votes conducted by email must be unanimous. Our current By-Laws do not reflect that requirement.

2—Voting Membership—the proposal is that the first sentence of Article III.1.1 be amended to read:  “Any coffee farmer who supports 100% Kona coffee and the objectives of the KCFA and who has reached the age of eighteen (18) years may become a voting member of KCFA, upon payment of annual dues……”  Reason for the recommendation: to make explicit the requirement that voting membership requires support of “100% Kona coffee and the objectives of the KCFA”.  The current By-Laws explicitly state this requirement for Associate and Supporting Business memberships, but not for voting membership.

3–Proxy Voting at Board/Executive Committee Meetings—the proposal is that the following be added to Article VI.5.4:  “Proxies are allowed in cases when a Board or Executive Committee Member has provided a written proxy authorizing another member to vote on his/her behalf on a subject identified in the proxy.”  Reason for the recommendation: this amendment is to clarify that Board/Executive Committee Members can represent the membership on important issues through proxy votes when inevitable absences occur. The continuing prohibition in the bylaws of proxy voting at General or Special Meetings of the Membership will, for example, make it more difficult for non-coffee farmer interests to influence the election of members of the KCFA Board of Directors.