Watch a short video explaining these changes:
https://vimeo.com/1023509107/bf756faea2?share=copy
SUMMARY OF PROPOSED CHANGES TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE AMERICAN CIVIL LIBERTIES UNION OF HAWAI‘I
October 18, 2024
The summary set forth below is intended to assist members of the American Civil Liberties Union (“ACLU”) of Hawai‘i in their review of the proposed Amended and Restated Articles of Incorporation (“Amended Articles”) and Amended and Restated Bylaws (“Amended Bylaws”) enclosed with the letter to members dated October 18, 2024. The Amended Articles and Amended Bylaws, if approved, will replace, in their entirety, the current Articles and Bylaws of the ACLU of Hawai‘i. This document points out the significant changes proposed. This document is not intended to be a complete summary of all changes, and you are urged to read the proposed Amended Articles and the Amended Bylaws in their entirety. You may obtain copies of the current Articles of Incorporation and current Bylaws by emailing [email protected].
As noted in the notice, previously mailed to the members of the ACLU of Hawai‘i on September 13, 2024 (the “Prior Notice”), the most significant change in the Amended Articles and Amended Bylaws is the change from a voting membership structure, where members have voting rights, to a non- voting membership structure. If the Amended Articles and Amended Bylaws are approved, members will have no voting rights and the directors of ACLU of Hawai‘i will be elected by the Board, not the membership. As noted in the Prior Notice, this is believed by the Board of Directors to be advantageous for several reasons. It is also a structure recommend by the National ACLU and is being implemented by a number of state affiliates. See the language in Article VI of the Amended Articles.
As of the date of this notice, no statements in opposition to this change have been received. The Prior Notice may be viewed by emailing [email protected].
Other changes which the Board would like to point out to the membership include the following changes to the Articles of Incorporation of the ACLU of Hawai‘i:
• Purpose. The purposes language set forth in the current Articles of Incorporation in Article III is being modified by the elimination of the language shown as stricken below: The purpose of the American Civil Liberties Union of Hawai‘i is to promote, protect and maintain the civil liberties and rights guaranteed by the Constitution of the United States and the Constitution of the State of Hawaii particularly the rights guaranteed under the First Amendment to the United States Constitution and under Article I, Section 3 of the Constitution of the State of Hawaii; equal protection of the law and due process clauses.
• Tax Status. Further as the ACLU of Hawai‘i is a social welfare organization recognized as tax exempt under Section 501(c)(4) of the Internal Revenue Code, language consistent with such status has been added to the Articles and contained in paragraph (2) of Section 3.1 and Section 3.2 of Article III of the Amended Articles.
• Officers. The language in the current Articles listing the officers of the ACLU of Hawai‘i is replaced with the language in Section 7.2 of the Amended Articles to conform with the current officer positions.• Distribution of Assets Upon Dissolution. The language in the current Articles in Article VIII thereof requiring assets to be distributed only to an organization recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code has been replaced with the following language of Article X of the Amended Articles as suggested by National: If the Union shall cease to exist or shall be dissolved, all property and assets of the Union of every kind, after payment of its just debts, shall be distributed to the American Civil Liberties Union Foundation, Inc., located at 125 Broad Street, 18th Floor, New York, NY 10004. In no event shall any distribution be made to any organization unless it qualifies as a tax-exempt organization under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code. The Amended Bylaws proposed by the Board of Directors for adoption by the members largely track the model Bylaws recently promulgated by ACLU National and like the Articles, the most significant change from the current Bylaws of the ACLU of Hawai‘i, is the change from voting to non- voting membership. Other changes which the Board would like to point out to the membership include the following changes to the Bylaws of the ACLU of Hawai‘i:
• Term Limits. Directors now have a cap on the number of years they can serve the ACLU of Hawai‘i Board, as outlined in Article III, Section 3.4.
• Nomination Process. Members are provided a nomination process as outlined in Article IV, Section 4.8 to nominate directors for consideration by the Board.
• Indemnification. Language providing for the indemnification of the officers and directors of the ACLU of Hawai‘i (and in certain cases employees and agents) consistent with standards promulgated under Hawaii’s Nonprofit Corporation Act, HRS Chapter 414D, have been included in Article 7 of the Amended Bylaws.
Again, this summary is intended to highlight only significant changes, the most important of which being the change from a voting membership to a non-voting membership governance structure. You are urged to read the proposed Amended Articles and Amended Bylaws in their entirety.