HSGA Bylaws
HSGA BYLAWS Approved as Amended, 3-12-2026
ARTICLE I - PURPOSES; NON PROFIT CHARACTER
SECTION 1.1 Purposes. The purposes of Hawaiian Steel Guitar Association Inc., hereinafter referred to as the “HSGA”, are set forth in Article IV, Section 1 of the Articles of Incorporation, which reads as follows:
“The purpose(s) for which the corporation is organized: (1) To promote and perpetuate the playing of, and the performance in music of, the “Signature Sound of Hawaiian Music”, the Hawaiian steel guitar; (2) to promote the instruction of students in learning to play the Hawaiian steel guitar, and to award scholarships in such instruction when funds for that purpose are available; (3) to be a nucleus of information concerning the playing and instruction in playing of this instrument; (4) to publish a periodical newsletter concerning the history of the instruments, its players, HSGA items of business and news, instructional and technical information; arrangements for steel guitar of old and new music written expressly for or adaptable to performing on this instrument; (5) to seek out other steel guitar organizations, internationally, so as to exchange information, memberships and good will in the promotion of the Hawaiian steel guitar, and the transaction of any or all lawful activities for which nonprofit corporations may be incorporated under Chapter 4158, Hawaii Revised Statutes.”
SECTION 1.2 Non Profit Character. The HSGA shall be a non-profit corporation. The HSGA shall not authorize or issue shares of stock. No dividend shall be paid and no part of the income or earnings which may be derived from its operations, in pursuance of the purposes of the HSGA, shall be distributed to or inure to the benefit of any director or officer of the HSGA, or any private individual, but shall be used to promote the purposes of the HSGA.
ARTICLE II - PRINCIPAL OFFICE: DESIGNATED AGENT IN HAWAI’I; PLACE OF MEETINGS
SECTION 2.1 Principal Office. The principal office of the HSGA shall be maintained within the State of Hawai’i, or in whatever city and country the elected president resides and/or chooses, and the HSGA may have such offices in other parts of the world, as the Board of Directors shall determine.
SECTION 2.2 HSGA Agent in Hawaii. The HSGA Board of Directors shall designate a member who is a resident of Hawaii to serve as its Designated Agent, with the expressed permission of the member, for purposes of officially representing the organization and corporate registration requirements in the State of Hawaii.
SECTION 2.3 Place of Meetings. All meetings of the Board of Directors shall be held by internet conference call so long as all Directors present at the meeting can hear and be heard, and all attending Directors shall be deemed to be present at the meeting.
ARTICLE III - MEMBERSHIP
SECTION 3.1 Membership. Membership is granted to any person who registers and pays subscription fees through the organization’s website (hsga.org). Honorary Lifetime membership for a member may be determined by the Board of Directors.
SECTION 3.2 Annual Meeting of the Membership. The Membership of the HSGA shall meet at least once each year. Date, site and time shall be determined by the Board of Directors. Members will be notified at least thirty (30) days in advance. Annual membership meetings may be conducted in person or by internet conference call. A report by the President and a financial statement by the Treasurer shall be presented at each Annual meeting covering the activities of the HSGA during the preceding accounting year. Annual membership meeting minutes and President’s and Treasurer’s reports will subsequently be published electronically through the organization’s website.
SECTION 3.3 Special Meetings of the Membership. Special meetings of the Membership may be called by the President at any time and are required to be called upon the written request of no less than ten (10) percent of the Membership.
SECTION 3.4 Quorum and Voting at Meetings of the Membership. Twenty-five percent (25%) of the voting members represented either in person or by written proxy shall constitute a quorum for the transaction of business at a meeting of the Membership. Each Member whose dues are paid current for that Membership Year is deemed a member in good standing and shall be entitled to cast one (1) vote on each matter submitted to a vote of the Members. An Honorary Life Member shall have the right to one (1) vote. A Member may vote in person or by written proxy and, a quorum being present, all matters brought to a vote shall be decided by the vote of the majority of the Members voting.
ARTICLE IV - HSGA IDENTIFICATION SYMBOL
The official symbol (logo) of the HSGA shall be established by the Board of Directors and approved by a majority vote of the membership. The official symbol/logo shall be used on all external written and electronic communications, including correspondence, letters, business cards, social media, etc.
ARTICLE V - BOARD OF DIRECTORS
SECTION 5.1 General Powers. The Board of Directors shall manage the property and business of the HSGA and shall have and may exercise all of the powers of the HSGA. The Board may also choose to designate, with permission of the designee, members for such official position as a Corresponding Secretary.
SECTION 5.2 Number of Directors. The Board of Directors will consist of not less than five (5) and not more than nine (9) elected members. Candidates for Directors will be recruited, screened for eligibility, and placed on the ballot by the Nominating committee every two years, and elected by membership ballot (mail-in and/or electronic) prior to fiscal year end and presented to membership at Annual Meeting.
SECTION 5.3 Term of Office of Directors. The term of office of the elected members of the Board of Directors shall be two (2) years from the date of election or until a successor has been duly chosen. Elected directors may serve no more than four consecutive terms. To the extent practical, Director’s terms shall be staggered so that no more than three Directors leave the Board every two years. For the election, the nominating committee shall submit the names of candidates, including incumbent Directors whose current terms are expiring and new nominees, to fill these programmed vacancies and any unfilled permanent vacancies for the unexpired portion of the term of the vacating director.
SECTION 5.4 Immediate Past President. The outgoing President may sit on the Board of Directors as “Immediate Past President” and a non-voting member for two years, at the option of the incoming Board, and may be newly nominated for election to the Board, at any time after the end of the second year.
SECTION 5.5 Directors Emeritus. By majority vote, the Board of Directors may designate former directors who have made extraordinary contributions to the Hawaiian steel guitar or Hawaiian music as Director Emeritus. A Director Emeritus shall hold complimentary lifetime club membership and may be invited to attend meetings of the Board to provide advice, input, or assistance. Directors Emeritus shall hold an honorary, non-voting position and shall not be counted in determining a quorum of the Board.
SECTION 5.6 Honorary Board Members. The Board of Directors may appoint distinguished individuals who have made extraordinary contributions to the Hawaiian steel guitar or Hawaiian music to serve as Honorary Board Members. Such individuals are appointed by majority vote of the Board to provide: historical, cultural, and educational advice; networking support; or for any other reason the Board deems valuable to help further the goals and mission of the Hawaiian Steel Guitar Association. Honorary Board Members may attend meetings or participate in activities of the organization at the invitation of the Board but shall not be considered members of the Board of Directors for governance purposes and shall have no voting rights. Unless otherwise determined by the Board, Honorary Board Members shall not have fiduciary duties as directors under applicable nonprofit law. Honorary Board Members shall serve for terms determined by the Board and may be removed at any time by a majority vote of the Board of Directors.
SECTION 5.7 Election of Directors. The elected Director may be chosen from the ballot offered by the Nominating Committee by the vote of a majority of the Members of the HSGA voting by mail-in or electronic/paperless ballot prior to the end of the Membership Year. Directors shall be Members of the HSGA.
SECTION 5.8 Nominations by Members. Nominations for the Board of Directors shall be made with the permission of the nominee. Such willing nominee shall be placed in nomination in space provided on the Mail-In or electronic/paperless Ballot. Only a Member-in-Good-Standing may make such a nomination.
SECTION 5.9 Resignation of Directors. Any Director may resign at any time by giving written notice to the President or the Secretary of the HSGA to be voted on at the next following meeting of the Board of Directors.
SECTION 5.10 Permanent Vacancies. If any permanent vacancy shall occur in the Board of Directors through death, resignation, disqualification, removal or other cause other than temporary absence, illness or disability, the remaining directors, by the affirmative vote of a majority of all remaining members of the Board of Directors, may appoint a successor director to hold office for the unexpired portion of the term of the director whose place shall be vacant, and may stand for election in the normal manner.
SECTION 5.11 Removals: Withdrawal: Admission. Any director may be advised and removed as a director of the HSGA, with cause, by the affirmative vote of two-thirds (2/3) of all directors at the time of such vote (which shall not include any director whose removal is the subject of such vote). Any director may withdraw from the HSGA at any time upon giving prior written notice to the Secretary. Additional directors may be elected or appointed as set forth in these Bylaws.
SECTION 5.12 Indemnification of Directors
SECTION 5.12(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
SECTION 5.12(b) Permissible Indemnification. The corporation may indemnify be given permissible reimbursement a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the director or former director has been vindicated in a court of law or by 3rd party investigation.
SECTION 5.12(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws, and (III) an investigation into the matter by at least 2 other board members, the result of which must support the directors written affirmation.
SECTION 5.12(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Hawaii Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
ARTICLE VI – OFFICERS
SECTION 6.1 Election of Officers. At their first Board meeting following election, the Directors will elect their Officers from among themselves. At least three (3) positions must be filled in order to maintain status as a corporation: President, Vice President, and Secretary-Treasurer (which may be separately elected).
SECTION 6.2 Duties of Officers. The duties of the Officers shall be as follows:
SECTION 6.2(a) President. The President shall preside at all meetings of the Board of Directors, and may call special meetings of the Board of Directors at his/her discretion. Subject to the direction and control of the Board of Directors, the President shall: (1) be in charge of the principal office of the HSGA; (2) have the general management, supervision and control of all of the property, business and affairs of the HSGA, and exercise such other powers as the Board of Directors may from time to time confer upon him/her; and (3) subject to approval of the Board of Directors, appoint volunteer chairpersons for specified assignments, and generally control the engagement, governing and discharge of any hired assistants, and fix their duties and compensation. (4) have signature authorization on any and all bank or savings accounts of the Association, and where required be co-signator along with the Treasurer of any financial or legal documents of the Association. (5) have a voting seat on all Committees, at his or her discretion. He shall at all times keep the’ Board of Directors fully advised as to all of the Association’s business.
SECTION 6.2(b). Vice-President. The Vice President shall perform all of the duties and exercise all of the powers of the President provided by these Bylaws or otherwise during the absence or disability of the President or whenever the office of President shall be vacant, and shall perform all other duties assigned to him/her by the Board of Directors or the President.
SECTION 6.2(c). Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall record the proceedings thereof in the minute book of the Association. He or she shall give notice, in conformity with these Bylaws, of meetings, where required, of the Board of Directors. In the absence of the President and the Vice President, he or she shall have power to call such meetings and shall preside thereat until a President Pro Tempore shall be chosen. The Secretary shall perform all other duties incident to his or her office or which may be assigned by the Board of Directors or the President.
SECTION 6.2(d). Treasurer. The Treasurer shall have custody of all of the funds, notes, bonds and other evidences of property of the Association. He or she shall deposit or cause to be deposited in the name of the HSGA all monies or other valuable effects in such banks, trust companies or other depositories as shall from time to time be designated by the Board of Directors. The Treasurer, or at his/her designation, the President, shall make disbursements as the regular course of the business of the HSGA may require or the Board of Directors may order. He or she shall perform all other duties incident to his or her office or which may be assigned by the President of the Board of Directors.
SECTION 6.3 Absence of Officers. In the absence or disability of the President, Vice President, (other than calling meetings of the Board of Directors), Secretary, and/or Treasurer, the duties of these offices shall be performed by such persons as may be designated for such purpose by the Board of Directors.
SECTION 6.4 Compensation. The Board of Directors shall have the authority to fix the compensation, if any, of agents and employees.
SECTION 6.6 Term Limit for Officers. Officers must be elected or re-elected by the Board of Directors in July of every even year. The term of office for the President, Vice-President, Treasurer, and Secretary shall be from the date of election by the Board for two years and until the next Board election of Officers. The maximum term limit for Officers elected by the Board is six years.
ARTICLE VII – COMMITTEES SECTION
SECTION 7.1 Executive Committee. The President, Vice-President and Treasurer shall serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. A quorum of the Executive Committee shall be at least two of the members or more than one-half of the committee membership.
SECTION 7.2 Nominating Committee. The Chairperson of the Nominating Committee shall be a member of the Board of Directors, not eligible for election in that year. The Chairperson shall have the authority to select, not less than one (1) nor more than two (2) members in good standing to the Nominating Committee. Under the supervision of the Chairperson, the Nominating Committee shall select candidates for Director from eligible incumbents and members (with their permission) to be elected or re-elected to fill vacancies produced by term expiration or resignation of a Board Member in term.
The Chairperson shall present the Nominating Committees’ slate of candidates in writing to the Board of Directors for approval, no later than six (6) months prior to date on which General Elections are to take place in order that the offered slate and mail-in ballot may be published in the Winter Quarterly magazine issue. In their selection, the Nominating Committee shall adhere to Article V, Section 5.2 of these Bylaws.
Section 7.3 Finance Committee. The Finance Committee shall be a standing committee of the Board of Directors and shall be chaired by the HSGA Treasurer,. The purpose of the Finance Committee is to review financial records and bank statements, as well as quarterly and annual financial reports as prepared by the Treasurer. The President shall appoint not less than one (1) nor more than two (2) Directors to serve on the Finance Committee.
Section 7.4 Scholarship Committee. The Scholarship Committee shall be a standing committee of the Board of the Directors. The President shall appoint a Director to chair the Scholarship Committee, and not less than one (1) nor more than two (2) Directors to serve on the Committee. The primary role of the Scholarship Committee is to oversee the Scholarship Program, including recruiting teachers, publicizing the program, reviewing scholarship applications, and recommending scholarship awards to the Board of Directors. The Scholarship Committee may also recommend changes to Scholarship Policies and Procedures.
Section 7.5 Other Committees. The President shall have the authority to appoint, with Board approval, other committees to serve HSGA for specific purposes such as Website Organization and Management, Individual and Corporate Sponsorship Solicitation, Educational Outreach, Special Event Planning, Promotion & Public Relations.
ARTICLE VIII – FISCAL YEAR The fiscal year of the HSGA shall be July 1 through June 30 of the following year, and may be amended by the Board without vote of the General Membership.
ARTICLE IX – AUDIT The fiscal affairs of the HSGA may be audited by a qualified accountant upon request of the Board of Directors. At least one such audit by a qualified accountant shall be conducted each time a new Director assumes the duties of Treasurer. Such Auditor may or may not be a Member of the HSGA, and appointment or contractual is subject to approval by the Board of Directors.
ARTICLE X – PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the HSGA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or with special rules which the HSGA may adopt.
ARTICLE XI – AMENDMENTS The majority of the Board of Directors voting at an official meeting, shall have the power to add to, alter, amend, or repeal the by-laws of the HSGA provided that such addition, alteration, amendment, or repeal is communicated to the membership through the official HSGA publication, and also in writing at the annual meeting of the membership.
ARTICLE XII – LIMITATIONS No substantial part of the activities of the HSGA shall involve attempts to influence legislation, and the HSGA shall not participate in any way in political campaigns on behalf of any candidate for public office.
ARTICLE XIII – CORPORATION RECORDS
SECTION 1 – Books and Records – The HSGA shall keep correct and complete books and records of account of the HSGA and minutes of the proceedings of the Board of Directors and any committee having any of the authority of the Board of Directors, and shall keep at its registered office or principal office a record of the names and addresses of the Directors. All books and records of the HSGA may be inspected, upon written demand, by any director or director’s agent or attorney for any proper purpose at any reasonable time. Demand of inspection other than at a meeting shall be made in writing upon the President, the Secretary or any other officer designated by the Board of Directors. All Board meeting minutes, Annual Member meeting minutes and financial reports shall be posted on the organization’s website (hsga.org)
SECTION 2 – Inspection of Bylaws – The HSGA shall keep in its principal office for the transaction of business a copy of the HSGA Bylaws as amended or otherwise altered to date, which shall be open to inspection by the Directors at all reasonable times during HSGA office hours. A copy of currently approved Bylaws shall be posted on the organization’s website (hsga.org). Upon request, a printed copy of the approved Bylaws shall be mailed to any member.
Approved at the Hawaiian Steel Guitar Association Board of Directors on March 12, 2026.
Christo Ruppenthal, President
