Membership - Bylaws

In this Section:
Bylaws | Current Membership Levels | Membership Fee Schedule | Code of Conduct | Membership Application

Article I. NAME

The name of the organization shall be “Hawaii Waiver Providers Association” hereinafter known as “Association.”

Article II. MISSION

 To provide the necessary resources to develop, strengthen, and attain the highest standards of excellence in and for the DD community.

Section 1. Only organizations with a State of Hawaii Medicaid Home and Community Based Services DD/MR Waiver contract are eligible for membership in the Association. All members may attend HWPA meetings. Only members can vote. Members shall have one vote per contract waiver provider who is in good standing.

Section 2. There will be an annual meeting of the organization to be held no earlier than June and no later than July.

Section 3. The Board of Directors will establish policies for all levels of membership and dues.

Section 1. Members for the Board of Directors shall be elected at the annual meeting.

Section 2. The Board of Directors shall consist of nine members. O`ahu shall have two seats. Hawai`i County shall have two seats. The Counties of Kaua`i and Maui shall have one seat each. Three seats will be for at-large members.

Section 3. Directors will be elected for a term of 2 years.

Section 4. Board members must be employees of a member organization. The Board may appoint non-voting members who are not employees of a member organization in addition to the nine members of the board.

Section 5. The Board of Directors will meet at least four times per year.

Section 6. A quorum of the Board of Directors shall consist of five members present. Board Members can be present by phone.

Section 7. Removal of a Board Member requires a two-thirds vote of the Board of Directors.

Section 8. In the event of a vacancy, the Executive Committee shall appoint a replacement for the remainder of the vacant position's term. In the event the Executive Committee is unable to fill a county seat with a qualified member, the Executive Committee will be able to select any member in good standing to complete the term of the vacant seat.

Section 9. The Board may hire staff.

Section 1. The officers of the Board of Directors shall be President, Vice-President and Secretary-Treasurer and would serve for a term of one year. Officers will be elected at the first meeting after the election of the Board of Directors.

Article VI. COMMITTEES

Section 1. The Executive Committee will consist of Board officers and up to two additional directors as determined by the President.

Section 2. The Nominations Committee shall consist of three people appointed by the President of the Board. One member of the nominations committee shall be from a neighbor island. The Nominations Committee will be responsible to present nominations for the Board of Directors. Candidates for election to the Board may be nominated by members of the association in writing or from the floor at the annual meeting.

Section 3. Ad hoc committees will be created by the Board as needed.

Article VII. INDEMNIFICATION

Section 1. Any person (and heirs, executors, and administrators of such persons) made or threatened to be made a party to any action, suit or proceeding by being an officer or director of the Association shall be indemnified by the Association against any and all liability in connection with the defense or settlement of such action, suit or proceeding except to matters to which it shall be adjudged in such action, suit or proceeding that such officer or director is liable for intentional negligence or misconduct in the performance of his or her duties, acted without the authority of the Board, or outside the capacity of a Board member or corporate officer.

Section 2. The organization may provide directors and officers liability insurance.

Article VIII. RULES OF ORDER

Section 1. Modified Robert's Rules of Order will be followed.

Section 2. Ten percent of the total number of members shall constitute a quorum at any meeting held for the purpose of conducting the organization's business.

Section 3. All questions put to a vote , except as otherwise provided for in these by-laws, shall be decided by a simple majority vote of those members in attendance.

Article IX. FISCAL YEAR

Section 1. The fiscal year for the organization shall be July 1 through June 30.

Article X. AMENDMENTS

Section 1. All amendments to the bylaws will need approval by two-thirds of those members in attendance.

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