Cho Global Natural Farming-Hawaii

By-Laws
ARTICLE I
Construction

Section 1.1 Incorporation. The name of the Association shall be Cho Global Natural
Farming-Hawaii, hereinafter referred to as the “Corporation,” as incorporated in the State of
Hawaii on the 8th day of March 2011.
Section 1.2 Non-profit. The Corporation shall be autonomous and shall possess all
the powers permitted to nonprofit organizations under the laws of the state of Hawaii.
Section 1.3 Grammar. The masculine pronoun, as used hereinafter, shall mean the
masculine or feminine, wherever applicable. –

ARTICLE II
Purpose and Activities

Section 2.1 Purposes. The Corporation is organized exclusively for the purposes set
forth in the Articles of incorporation.
Section 2.2 Activities. The activities of the Corporation shall be those necessary and
appropriate to accomplish the purposes of the Corporation as stated in the Articles of
Incorporation, including but not limited to:

(1) Encouraging and maintaining a spirit of cooperation among its members to aid
the expansion of natural and sustainable agriculture using indigenous
microorganisms and locally available agro by-products as espoused by Master
Han Kyu Cho,
(2) Pursuing education, research and promotion of natural farming methods and
products.
(3) Fostering and maintaining a venue for the assessment and maintenance of
quality natural farming practices and products promulgated by the teachings of
Master Han Kyu Cho.
(4) Cooperating with State and Federal regulatory agencies for the overall welfare of
natural farming practices.

ARTICLE III
Offices

Section 3.1 Principal Office. The principal office of the Corporation shall be at such
place in the State of Hawaii as the Board of Directors shall from time to time determine.
Section 3.2 Registered Office and Agent. The Corporation shall have and
continuously maintain a registered office and a registered agent in the State of Hawaii required
by Hawaii law. The registered agent shall be either an individual resident of the State or a
corporation authorized to transact business in the State.

ARTICLE IV
Members

Section 4.1 Qualification of Members. The Board of Directors may from time to time
prescribe the qualifications and requirements for membership and shall have the power to
create classes of membership conferring such rights and privileges and imposing such
obligations as may from time to time be determined by the Board of Directors.
Section 4.2 Admission of Members. There are currently three categories of
membership as follows:

(1) General Membership: Any individual or entity which is engaged in natural
farming practices, products, and/or servicing the needs of natural farming
practitioners, handlers, and consumers shall be eligible for general membership
upon the payment of annual dues in the amount established from time to time by
the Board of Directors.
(2) Associate membership: Any individual or entity which provides support to the
natural farming industry shall be eligible for associate membership upon the
payment of annual dues in the amount established from time to time by the
Board of Directors.
(3) Honorary membership: Any person who has advanced the general welfare of the
Corporation may be elected to honorary membership by a majority vote of the
Board of Directors present at any Board meeting. Honorary members shall be
exempt from paying dues. An honorary member shall be an individual or person,
not an entity.
Section 4.3 Right of Members to Vote. Each general member shall be entitled to one
vote on each matter submitted to a vote of the membership. Associate and Honorary members
are not entitled to vote on any matter,
Section 4.4 Right of Members to Hold Office. Only general members are entitled to
hold any directorship or office, subject to further qualifications as specified in these By-Laws,
Section 4.5 Membership Dues. Dues are payable January 1 of each calendar year.
Any member whose annual dues remain unpaid for 90 days after January 1 of any calendar
year shall be deemed to have resigned upon the due date thereof.

Section 4.6 Resignation and Expulsion. Any member may resign by filing a written
resignation with the Secretary. The Board of Directors, by affirmative vote of a majority of all
members of the Board, may suspend or expel member for cause.

ARTICLE V
Meetings of Members

Section 3.1 Annual Meeting. The annual meeting of members shall be held each year,
at such a time and place as the Board of Directors determines for the purpose of electing
directors and transacting such other business as may come before the meeting.
Section 3.2 Special Meetings. Special meetings of the members for any purpose or
purposes may be held at any time upon the call of the President, upon the call of any two
directors, or upon the written request of one-fourth (1/4) of the members entitled to vote thereat.
Section 3.3 Notice of Meetings. Notice of all meetings, annual or special, stating the
place, day and hour of the meeting and whetheritis annual or special, and in case of a special
meeting stating the purpose or purposes thereof, shall be given by the Board of Directors not
less than seven (7) nor more than forty-five (45) days in advance of the meeting, in person or by
mail, telephone, electronic mail or facsimile.
Section 3.4 Voting. Ten percent (10%) of the members entitled to vote on a matter
shall constitute a quorum. When a quorum is present at any meeting the vote of a majority of

the members present shall, except where a larger vote may be required by law or these By-
Laws, decide any question brought before the meeting. The vote of each member must be cast

in person or by proxy. The procedure for voting by proxy will be established by the Board of
Directors.

ARTICLE VI
Board of Directors

Section 6.1 Powers. The corporate powers of the Corporation shall be vested in its
Board of Directors to the fullest extent permitted by the laws of the State of Hawaii. As used
herein, “Board means Board of Directors. The Board shall have general charge of the affairs,
funds, and property of the Corporation, and shall have full power, and it shall be their duty, to
enforce the By-Laws.
Section 6.2 Composition, Number and Qualifications of Directors. There shall be a
minimum of three (3) directors, who shall be elected at the Annual Meeting of the Corporation by
a vote of the general members. The number of directors shall be determined by the Board of
Directors prior to the annual meeting. Candidates for the Board must be general members of the
Corporation and must have completed an introductory course of study presented by an

instructor certified by the Corporation, Master Cho, or Master Cho’s representative. At least fifty-
one (51) percent of the Board of Directors must be residents of the State of Hawaii.

Section 6.3 Election. The directors shall be elected at the annual meeting of the
members of the Corporation by secret ballot. The Board of Directors or an adhoc committee
appointed by the Board shall present nominees for director(s) to the general membership prior

to the annual meeting. Any general member may nominate additional candidates for director(s)
at the annual meeting. The nominee(s) who receive the most votes will be considered elected
as director(s). In the event of a tie, the general membership shall vote again on those
candidates with an equal number of votes, in the event that the number of directors becomes
less than the number established by the Board of Directors, the Board by majority vote may
elect a general member of the Corporation to complete the term of a vacant position.
Section 6.4 Terms of Office. Terms begin with the annual meeting. Directors shall be
elected for a term of two years, except for those elected at the initial annual meeting of the
members, of which at least forty (40) to sixty (60) percent of the directors shall be elected to
serve for 3 years. All directors shall hold office until their respective successors are elected. No
director may serve more than three (3) consecutive terms, but may return to serve after an

absence of at least one year. Directors may be removed from office by a vote of at least two-
thirds (2/3) of the Board of Directors.

Section 6.5 Vacancies. If by reason of resignation or death, or for any other reason,
vacancies exist whereby the Board has not the full complement of directors, the Board may
proceed to elect a director, or directors to serve until the next annual meeting of members.
When for such purpose a director has been elected for less than a full term, such part term shall
be disregarded with respect to his qualifications for re-election for additional consecutive terms.
Section 6.6 Regular Meetings. Regular meetings of the Board of Directors may be
held without call or notice at such places and times as the directors may from time to time
determine, provided that any director who is absent when such determination is made shall be
given notice thereof. There shall be at least one annual meeting of the Board.
Section 6.7 Special Meetings. Special meetings of the Board may be called by or at
the request of the President or any two directors.
Section 6.8 Notice. The Secretary shall give notice of each meeting of the Board in
writing by mailing the notice not less than seven (7) days before the meeting or by giving notice
personally, by telephone, telegraph, electronic mail or FAX not less than seventy-two (72) hours
before the meeting. The failure by the Secretary to give such notice or by any director to receive
such notice shall not invalidate the proceedings of any meeting at which a quorum of the
directors is present.
Section 6.9 Quorum. A majority of the Board of Directors then in office shall constitute
a quorum for the transaction of business at any meeting of the Board. A Board member may
participate in the meeting either telephonically or in person for purposes of the quorum and any
action taken at the meeting. In the absence of a quorum at the place, date and time of a
meeting duly called, the presiding officer or a majority of the Directors present may adjourn the
meeting from time to time without further notice and may convene or reconvene the meeting
when a quorum shall be present. Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a vote if all of the Directors then in office consent to
the action by telephone and file within two weeks a written consent with the records of the next
meeting of the Board of Directors. Such written consent shall be treated for all purposes, as
votes at a duly convened meeting of the Board of Directors.
Section 6.10 Presumption of Assent. A director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless such director’s dissent or refusal to vote
is entered into the minutes of the meeting or unless the director files a written dissent to such
action with the Secretary of the Corporation in person or by certified mail immediately after the

adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 6.11 Committees. The Directors may from time to time establish standing or
adhoc committees as they shall determine to be necessary or appropriate for the conduct of the
Corporation’s business.
Section 6.12 Special Committees. The Board of Directors, by resolution adopted by the
Board, may designate and appoint one or more special committees, which committees, to the
extent provided in the resolution, shall have and exercise all the authority of the Board, except
that no committee shall have the authority of the Board in reference to:
(1) Amending, altering or replacing these By-Laws,
(2) Electing, appointing or removing any member of any such committee or any
Director or Officer of the Corporation;
(3) Amending the Articles of Incorporation, restating Articles of Incorporation;
(4) Adopting a plan of merger or adopting a plan of consolidation with another
corporation;
(5) Authorizing the sale, lease, exchange or mortgage of all or substantially all of the
property and assets of the Corporation,
(6) Authorizing the voluntary dissolution of the Corporation or revoking proceedings
thereof:
(7) Adopting a plan for distribution of the assets of the Corporation; or
(8) Amending, altering or repealing any resolution of the Board which by its terms
provides that it shall not be amended, altered or repealed by the committee.
Nothing in subsections (1) to (8) above shall prohibit any special committee, if properly
authorized by the Board and not prohibited by the By-Laws, from engaging in any sale, lease,
exchange, mortgage, pledge or distribution of any asset of the Corporation in the normal course
of the Corporation’s business. The designation and appointment of any such special committee
and the delegation thereto of authority shall not operate to relieve the Board, or any individual
director, of any responsibility imposed upon the Board by law. Each special committee shall
keep regular minutes of each of its meetings and report the same to the Board at the next
meeting of the Board following such committee meeting: except that, when the meeting of the
Board is held within two days after the committee meeting, such report shall, if not made at the
first meeting, be made to the Board at the second meeting of the Board following such
committee meeting.

ARTICLE VIII
Officers

Section 7.1 Officers. The officers of the Corporation shall be a President, a Vice-
President, a Secretary and a Treasurer, and such other officers as may be determined by the

Board.

Section 7.2 Qualifications. All officers must be current elected members of the Board
of Directors.
Section 7.3 Election. The officers of the Corporation shall be elected annually by the
directors immediately following the annual membership meeting. Each officer shall hold office
until the next annual membership meeting and until his successor shall have been elected and
qualified. The Board of Directors, by affirmative vote of a majority of all members of the Board,
may remove any officer at anytime.
Section 7.4 President. The President shall direct and administer the affairs of the
Corporation as its executive head and shall supervise all phases of its activities, subject to
instructions by the Board. He shall also be an ex officio member of all committees. He shall
normally preside at all meetings of the Board of Directors and at meetings of the membership.
Section 7.5 Vice-President. The Vice-President shall assist the President in carrying
out his duties. In the absence of the President, the Vice President shall direct and administer the
affairs of the Corporation and supervise all phases of its activities, subject to instructions by the
Board.
Section 7.6 Treasurer. The Treasurer shall be the chief financial officer of the
Corporation and shall exercise general supervision over the receipt, custody, and disbursement
of funds. The Treasurer shall submit financial reports to the Board, which will, from time to time,
be subject to internal audit as determined by the Board.
Section 7.7 Secretary. The Secretary shall keep the minutes of all meetings of the
members and the Board. The Secretary shall keep or cause to be kept a register showing the
names of the members, Directors and officers with their addresses and phone numbers. The
register shall be available for inspection by any member for the purpose of communication with
other members concerning Corporation business at the site of the meeting or the Corporation’s
office. The Secretary shall give notice in conformity with the By-Laws of all meetings of the
members and the Board. The Secretary shall also perform all duties assigned by the President
or the Board.
Section 7.8 Subordinate Officers. The Board of Directors may elect such subordinate
officers, including Assistant Treasurers, Assistant Secretaries and Committee Chairmen as may
be deemed proper, who shall serve at the pleasure of the Board and who shall have such
powers and duties as may be assigned to them by the Board.
Section 7.9 Vacancies. If by reason of resignation or death, or for any other reason.
vacancies exist, the Board of Directors may proceed to elect officers to serve until the next
annual membership meeting.

ARTICLE VIII

Disbursements and Contributions

Section 8.1 Disbursements. Disbursements of the funds of the Corporation for the
purposes for which it is organized shall be made by the Board at its discretion.
Section 8.2 Limitations on Disbursements. The Board shall not make any
disbursements of contributions of the funds or assets of the Corporation to or for the benefit.
directly or indirectly, of any members, director, or officer of the Corporation, except for

reasonable payment for services actually rendered to the Corporation by such member, director
or officer as an employee or independent contractor of the Corporation.
Section 8.3 Fundraising. All fundraising on behalf of the Corporation shall be
approved of by the Board. The Board may accept or reject on behalf of the Corporation any
donation, contribution, gift, bequest, or devise for the general purposes or for any special
purpose of the Corporation.
Section 8.4 Fiscal Year. The fiscal year of the Corporation shall begin on the first day
of January and end on the last day of December of each year.
Section 8.5 Use of Public Funds. The Corporation shall not use public funds for
purposes of entertainment or perquisites. Any expending governmental agency shall have full
access to records, reports, files, and other related documents in order that the program,
management, and fiscal practices of the Corporation may be monitored and evaluated to assure
the proper and effective expenditure of public funds.

ARTICLE IX
Parliamentary Authority

In procedural matters not covered by these By-Laws, Robert’s Rules of Order shall govern.
However, the Board may also elect to suspend Robert’s Rules of Order by the affirmative vote of
two-thirds (2/3) of all Board members then in office.

ARTICLEX
Miscellaneous

Section 10.1 Inspection of By-laws. The Secretary shall keep the original or a copy of
the By-Laws as amended, certified by him, which shall be open to inspection by the members at
all reasonable times.
Section 10.2 Corporate Records. The Corporation shall keep correct and complete
books and records of account, minutes of the proceedings of its members, Board of Directors
and Special Committees, and a record giving the names and addresses of the members entitled
to vote. The books of account and minutes of proceedings of the members and directors shall
be open to inspection upon the written demand of any member, at any reasonable time, and for
a purpose reasonably related to his interests as a member, and shall be exhibited at any time
when required by the demand of a majority of the members.
Section 10.3 Handling of Funds. All checks, drafts, or other orders for payment of
money, notes, or other evidence of indebtedness issued in the name of or payable to the
Corporation shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board; providing that any check in
excess of five hundred dollars ($500.00) shall be signed by the Treasurer and countersigned by
any Other officer of the corporation duly authorized. An officer shall not sign a check
reimbursing himself.

Section 10.4 Execution of Contracts. The Board may authorize an officer or officers,
agent or agents to enter into any contract or execute any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to specific instances;
and unless so authorized by the Board, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement or pledge its creditor to render
it liable for any purpose or to any amount.
Section 10.5 Auditor. The Board may at any meeting appoint a person, firm or
corporation engaged in the business of auditing to act as the auditor of the Corporation. No
director or officer shall be eligible to serve as auditor of the Corporation.
Section 10.6. Nepotism. It shall be the policy of this Corporation to comply with the
requirements of Hawaii State Law, and to adopt policies against Nepotism and Conflict of
Interest. “Nepotism shall mean generally the appointment of persons to positions on the basis of
their blood or marital relationship to the appointing authority rather than on merit or ability. No
two or more members of a family or kin of the first or second degree shall be employed or under
contract by this Corporation or serve on the Board of Directors unless specifically permitted in
writing by the Board of Directors.
“Conflict of Interest shall mean situations where an individual’s judgment or loyalty is or may be
affected by his own financial, business, property or personal interest. No director shall vote on
any matter in which said director has an interest, nor shall said director be present at any
portion of a meeting of the Board of Directors in which the directors consider a conflict of
interest by said director. No officer shall undertake any action on behalf of the Corporation in
which said officer has an interest unless said officer has first made written disclosure of the
conflict of interest in writing to the Board of Directors and the Board of Directors has given
advance approval for said action. All issues relative to a conflict of interest or perception of a
conflict of interest shall be determined by the Board of Directors.
Section 10.7 Action without meeting and telephonic meetings. To the full extent
permitted by law, any action required or permitted to be taken at any meeting of the Board or of
any committee thereof may be taken by unanimous written or email consent of the Board or
such committee, as the case may be, without such meeting. Unless prohibited by the Articles of
Incorporation and subject to the provisions herein relating to notice, the members of the Board
or any committee designated thereby may participate in a meeting of such Board or committee
by means of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by such means shall
constitute presence in person at a meeting.
Section 10.8 Nondiscrimination. There shall be no discrimination on the basis of race,
color, religion, sex, sexual or gender orientation, national origin, ethnicity. marital status, age or
handicap with regard to hiring, assignment, promotion or other conditions of staff employment,
use of volunteers or delivery of client services. All other personnel actions in such areas as
compensation, benefits, social and recreational programs and other agency sponsored activities
shall also be administered without regard to race, color, religion, sex, sexual or gender
orientation, national origin, ethnicity, marital status, age or handicap. This policy shall apply to
membership on the Board of Directors and its duly authorized committees.
Section 10.9 Indemnification. The personal liability of directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible under Hawaii law,

including without limitation, to the fullest extent permissible under Chapter 414D of the Hawaii
Revised Statutes, as amended from time to time. No repeal or amendment of this Article directly
or by adoption of an inconsistent provision of these By-Laws will be effective with respect to the
liability of a director for acts or omissions occurring prior to such repeal or amendment
No director, officer, employee or other agent of the Corporation shall be liable to the Corporation
for any loss or damage suffered by it on account of an action or omission by such person as a
director, officer, employee, or other agent if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Corporation, unless with
respect to an action or suit by or in the right of the Corporation to procure a judgment in its favor
such person shall have been adjudged to be liable for misconduct in the performance of his duty
to this Corporation.

ARTICLE XI
Amendments

Section 11.1 Amendments. These By-Laws may be amended at a regular or special
meeting of the Board of Directors, by a two-thirds (2/3) vote of a quorum of the Directors where
each director has been given a least Seven (7) days advance written notice that the business of
the meeting will include amendment of the By-Laws. Any alteration, amendment or repeal of the
By-Laws by the Directors must be ratified at the next meeting of members by the affirmative
vote of a majority of the members present, provided that a quorum is present at such meeting,
in order to be valid. Notwithstanding the above provisions of this Article XL any alteration,
amendment, or repeal of a By-Law by the directors as provided for in this Article shall be valid
and given full force and effect until the next meeting of members. In the case of any conflict
between the Articles of incorporation and these By-Laws, the Articles shall control.
Adopted this 8th day of March, 2011 by unanimous vote of the Board of Directors.