Annual Member Meeting December 12th, 2021
HAWAI’I FARMERS UNION UNITED
AMMENDED NOTICE OF ANNUAL MEETING
DECEMBER 12, 2021
TO VOTE ON
ELECTION OF THE VICE PRESIDENT,
ADOPTION OF ANY POLICIES AND BYLAW AMENDMENTS
AND SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE CONVENTION
Hawai’i Farmers Union United (HFUU) is organized as a nonprofit corporation under the Hawai’i Nonprofit Corporations Act, Hawai’i Revised Statutes (“HRS” or “Act”) Chapter 414D. The Act and HFUU’s Bylaws require giving notice in a “fair and reasonable manner” to those HFUU Regular Members entitled to notice and to vote at any annual membership meeting (herein “Convention”). Even if you are not a regular member entitled to notice and vote, you may attend the Convention, receive an email of this notice, and review the information about the Convention on the HFUU website. All references to “Bylaws” in this Notice are to the Fifth Amended and Restated Bylaws of the Hawai’i Farmers Union United, adopted November 10, 2019 and posted on the HFUU website.
I. DATE, TIME, DELEGATE VOTING AND RECORD DATE. The HFUU 2021 Annual Convention business meeting will begin at about 9AM December 12, 2021 AS A VIRTUAL MEETING by ZOOM Teleconference. The meeting may be accessed by logging on to the HFUU ZOOM account: Code 450 691 6693. No additional password will be required. You may also attend the meeting by phone: (669) 900-6833; Code 450 691 6693#. As approved by the HFUU & HFUF Boards of Directors at their August Strategic Planning meeting held in Kohala, Hawaii, due to the need to hold the meeting virtually, VOTING WILL BE BY DELEGATES ONLY. As discussed further below, THE RECORD DATE IS OCTOBER 3, 2021.
II. THE CONVENTION’S OFFICIAL BUSINESS WILL BEGIN SUNDAY, DECEMBER 12th ABOUT 9AM with the announcement of the quorum, reading and approval of the 2020 Minutes and officer reports. Subject to the approval of the Convention Delegates, business will follow the following sequence:
III. NOMINATIONS FOR VICE-PRESIDENT. NOMINATIONS FOR VICE- PRESIDENT TO SERVE A TWO-YEAR TERM CAN BE MADE BY WEDNESDAY, NOVEMBER 28, 2021 OR AT THE MEETING. To be included on Delegate ballots, nominations shall be 200 words or less and may include a passport size photo, and be sent electronically to the Nominations Committee Chair, Maureen Datta, at: secretary@hfuu.org. Any information received from nominees on or before 11:59pm on November 28th will be posted on the HFUU website.
CANDIDATES FOR VICE-PRESIDENT MUST BE PRESENT IN PERSON AT THE ZOOM MEETING TO ANSWER QUESTIONS FROM MEMBERS.
IV. POLICY REVIEW.
A. Policy Committee Proposals. Pursuant to Section 6.3A of the HFUU Bylaws, the Policy Committee, is requesting policy proposals from Chapters and individual members to be submitted to the Committee for review. The 2020 policy statement is provided on the HFUU website. Proposals for 2021 must be sent by email by 11:59 PM on November 28, 2021 to HFUU Policy Chair, Saleh Azizi at azizi.saleh@gmail.com with a copy HFUU Secretary, Maureen Datta at secretary@hfuu.org.
Policy proposals received after November 28th may not be considered at the Convention unless sponsored by a Delegate.
B. Policy Proposal Distribution. On or before Wednesday, November 28, 2021, the Policy Committee Chair, Saleh Azizi, will post the policy proposals the Committee has approved to be submitted to the Annual Convention on the HFUU website for review and comment prior to the Convention. The Committee will also notify all those proposing policies of the Committee’s action and afford the proposers an opportunity to confer with the Committee prior to the Convention.
C. Convention Policy Review. Any proposals not submitted to or approved by the Policy Committee may only be submitted prior to the Convention by a DULY AUTHORIZED DELEGATE on December 9th, 10th, 11th by email to Saleh Azizi azizi.saleh@gmail.com between the hours of 9AM and 5PM Hawaii Standard Time.
V. BYLAW AMENDMENTS. There are no proposed Bylaw amendments, but Chapters and individual members may propose such amendments in the manner and time frames outlined above for policy proposals; provided that, any Bylaw proposals must also be approved by the HFUU Board at its regular November 17, 2021 Board Meeting or as hereafter rescheduled or recessed.
VI. PRE-CONVENTION PROGRAM. The December 12th business meeting will be preceded by presentations and farm tours on December 9th, 10th, & 11th via Zoom. Program and other materials regarding the Pre-Convention Program may now be accessed through the HFUU website.
VII. VOTING AND OTHER ELECTION PROCEDURES.
A. Record Date. Hawai’i law, HRS 414D-107 (a) & (b), allows a nonprofit corporation to establish a cut-off date to determine those members entitled to notice and to vote at a membership meeting. Sections 4.1A (1) & (2) of HFUU’s Bylaws provide that each regular member in good standing for at least 70 days “from the date of their membership application” is entitled to vote at the Annual Convention. Section 4.5C of the Bylaws permits the HFUU Board to set the Record Date for Notice and Voting at an Annual Convention. Accordingly, OCTOBER 3rd IS THE RECORD DATE SET 70 DAYS BEFORE THE DECEMBER 12TH MEETING.
B. Notice. This Notice is being sent electronically to all members of record as of OCTOBER 3rd, 2021, but it may also be given on the HFUU Website and by e-mail to all persons on HFUU’s databases. This will include information about those who submit timely nomination information for the office of President, as well as Policies and Bylaws to be considered at the Annual Convention.
C. NO INDIVIDUAL VOTING. BECAUSE THIS CONVENTION IS VIRTUAL, THE BOARD HAS DIRECTED THAT THERE WILL BE NO INDIVIDUAL VOTING.
D. DELEGATE VOTING ONLY. Section 4.6D of the HFUU Bylaws provides for Delegate voting at HFUU Annual Conventions. Every Chapter is entitled to at least 3 Delegates: 1 delegate for its first 10 members and 2 Delegates from its Chapter Board. Chapters may select additional delegates for each 50 members or fraction thereof over the first 10. If at least one Chapter Delegate is present at the Convention, that Delegate can cast votes for all the Chapter members.
BECAUSE THIS CONVENTION WILL BE HELD BY DELEGATE VOTING ONLY, IT IS ESPECIALLY IMPORTANT FOR CHAPTERS TO IDENTIFY THEIR DELEGATES PRIOR TO THE CONVENTION.
E. Quorum. Section 4.5G of the HFUU Bylaws requires a quorum of 5% of the total members entitled to vote. According to HFUU’s records, as of the October 3rd, 2021, Record Date, HFUU had 784 members entitled to vote of which a quorum would be 45 members to be represented by Delegates.
F. Election Officials. The HFUU Board appointed HFUU’s Secretary Maureen Datta, as the Nominations Committee Chair, with Board Members Maureen Datta and Dash Kuhr as the two other Nominations Committee members. The Nominations Committee acts as the Convention Credentials Committee as provided under Section 6.3B of the HFUU Bylaws. Under Section 5.10L of the Bylaws, the Nominations Committee also “may adopt such other policies and procedures as may be necessary to and convenient for the conduct of elections not inconsistent with law.”
HAWAII FARMERS UNION UNITED DATED October 21, 2021