Charter of Incorporation


I, the undersigned Director of Commerce and Consumer Affairs of the State of Hawaii, send Greeting:

WHEREAS, MELVIN B. HEWETT, DAVID LEVENSON, IRWIN BALDWIN AND, RICHARD P. SCHULZE, JR., a majority of whom are residents of the State of Hawaii, have filed with me as Director of Commerce and Consumer Affairs a verified Petition to grant to them and their associates a Charter of Incorporation as a non-profit corporation, 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 enabling me 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.

I. The name of the corporation shall be: Kanehoa Community Association, Inc.

II.  The location of the principal office of the corporation shall be Kamuela, County and State of Hawaii, and the specific address of its initial office shall be P.O. Box 1238, Kamuela, Hawaii 96743.

III. The purposes for which the corporation is organized are:
1. To own, have jurisdiction over and maintain, replace and repair the subdivision roads and right of way serving the parcels in the subdivision and to provide coverage to members for any liability from matters pertaining to the corporation’s activities, and generally to serve as a community association for those parcels of land presently designated as Kanehoa, being parcels 1 through 26, consisting of 150 acres more or less, of TMK 6-2-1-72, third taxation division, Island, County and State of Hawaii. The corporation shall not engage in activities directed to maintenance of private residences or to services for individual members or other persons.
2. To carry on any other lawful activities whatsoever which are consistent with the provisions of the corporation’s Charter of Incorporation which may seem to the corporation capable of being carried on in connection with the foregoing purposes and powers, and which are calculated directly or indirectly to promote the interests of the corporation and the owners of the real property concerned.

IV. The duration of the corporation shall be perpetual.

V. There shall be a Board of Directors consisting of not less than three nor more than twenty-five Directors and the initial Board of Directors shall consist of four. The following persons shall be the initial officers and Directors, and shall hold office for the first year or until their successors are duly elected pursuant to the By-Laws of the corporation:

President, Director, Melvin B. Hewett P.O. Box 1238 Director Kamuela, Hawaii 96743
Vice-President, Director, David Levenson P.O. Box 1519 Director Kamuela, Hawaii 96743
Secretary, Director, Erwin Baldwin P.O. Box 238 Treasurer, Honokaa, Hawaii 96727
Director Richard P. Schulze, Jr. P.O. Box 795 Kamuela, Hawaii 96743

VI. In the furtherance of the foregoing purposes, the corporation shall have and exercise any and all powers, rights, privileges and immunities which are now or may hereafter be secured by the laws of the State of Hawaii.

VII. The corporation is organized exclusively as a community association pursuant to Sections 50l(c)(4) or 528 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

VIII. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third, hereof. 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, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Sections 50l(c)(4) or 528 of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

IX. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Sections 501 ( c) (4) or 528 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

X. A specific purpose of the corporation is to promote racial tolerance and understanding. The corporation will not discriminate against any person on the basis of race, religious preference, gender, age or disability.

XI. This Charter may be amended by the vote of not less than three-fourths of the members of the corporation, in writing or at a meeting duly called and held for that purpose.

XII. The corporation 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, trustees, directors, or officers.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of the Department of Commerce and Consumer Affairs, at Honolulu, Hawaii, this 6th day of June, 1985.