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The articles of incorporation can be downloaded in Microsoft word format
here or
read below.
ARTICLES OF INCORPORATION
OF
SHOTOKAN KODANSHAKAI INTERNATIONAL
PREAMBLE
WHEREAS, the undersigned senior Shotokan Karate instructors (each having more than fifteen (15) years of Shotokan training and teaching experience), seek to join into an association to foster and promote the principles and philosophy of Shotokan Karate as taught by Gichin Funakoshi through the medium of martial arts training to:
Seek perfection of character;
Be faithful;
Endeavor;
Respect others;
Refrain from violent behavior,
WHEREAS, the association of senior Shotokan Karate instructors, seeks to recognize those individual Shotokan practitioners who have been overlooked or denied higher rank due to:
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a) |
Politics within their own regional/national Shotokan organizations (hereinafter referred to as “parent organization”); |
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b) |
Failure to belong to a nationally recognized parent organization; |
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c) |
The individual Shotokan Karate instructor’s inability/refusal to pay the parent organization’s fees and charges for affiliation, examination and certification fees for the individual Shotokan Karate instructor’s advancement to higher rank; |
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d) |
The individual Shotokan Karate instructor’s inability or refusal to adhere to the parent organization’s requirement for seminars, dan examinations and camps to be organized and sponsored by individual Shotokan Karate instructor for the financial benefit of that parent organization; |
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e) |
The individual Shotokan Karate instructor’s disenchantment with the financial burden imposed by the parent organization. |
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f) |
The individual Shotokan Karate instructor’s realization that affiliation with the parent organization was not economically advantageous for the individual Shotokan Karate instructor and his students; |
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g) |
The parent organization granting higher rank to a less experienced affiliate Shotokan Karate instructor over another more experienced affiliate Shotokan Karate instructor; |
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The individual Shotokan Karate instructor’s frustration at not being promoted to higher rank by the parent organization and the corresponding effect the individual Shotokan Karate instructor’s lack of higher rank is having on the advancement in rank by his/her students; |
WHEREAS, the association of senior Shotokan Karate instructors seeks to award higher rank and to recognize deserving individual Shotokan Karate practitioners throughout the world, who have demonstrated the requisite technical skills, martial spirit and teaching experience in the martial art of Shotokan Karate and who have made significant contributions to their communities;
WHEREAS, the association of senior Shotokan Karate instructors recognizes that without an award of higher rank to a deserving individual Shotokan Karate instructor, that the students of that individual Shotokan Karate instructor will also be stymied and/or hindered in their progress in Shotokan Karate. The individual Shotokan Karate instructor’s lack of higher rank will have a direct effect on the individual Shotokan Karate instructor’s students who will also be denied the recognition of higher rank for which they have trained so diligently to achieve. These students are entitled to the prestige and respect which accompany an award of higher rank;
WHEREAS, the association of senior Shotokan Karate instructors seeks to create a non-profit association to promote the philosophy and technical skills of Shotokan Karate, develop policy, procedures, rules and regulations for the association, membership criteria, directorship criteria, establishment of a board of directors, procedures for the selection of an Examination Committee for each country, establish examination criteria for advancement to higher rank, procedures for the awarding of higher rank, development of a website and advertisement, voting procedure and other relevant business as may come before the board;
NOW THEREFORE, the senior Shotokan Karate instructors do hereby organize themselves into a nonprofit corporation,
WITNESSETH
The undersigned, desiring to become incorporated as a nonprofit corporation under and in accordance with the laws of the State of Hawaii, and to obtain the rights and benefits conferred by said laws upon nonprofit corporations, do hereby form a nonprofit corporation pursuant to HRS 414D-32 and do make and enter into the following Articles of Incorporation:
I
The name of the nonprofit corporation shall be:
SHOTOKAN KODANSHAKAI INTERNATIONAL
II
The initial location of the principal office of the nonprofit corporation shall be at 2480 Pali Highway, Honolulu, Hawaii 96817 until a new location shall be designated by the corporation.
The corporation may have such other offices within and without the State of Hawaii as its business may from time to time require and as its Board of Directors may designate.
III
The purposes for which this corporation is organized are as follows: To promote the philosophy and teach the technical skills and martial spirit of Shotokan Karate, develop character and instill discipline and control over oneself, and to develop policies, procedures, rules and regulations for the association, membership criteria, directorship criteria, establishment of a board of directors, procedures for the selection of an Examination Committee for each country, establish examination criteria for advancement to higher rank, procedures for the awarding of higher rank, development of a website and advertisement, voting procedure and other relevant business as may arise.
In furtherance of said purposes, the corporation shall have the powers as set forth in Section 414D-32 of the Hawaii revised Statutes or in any successor statute of similar import, and shall have the power to do everything necessary, suitable or proper for the accomplishment of the foregoing purpose or of any objective incidental to or connected with said purpose.
IV
1. The nonprofit corporation shall have and continuously maintain in the State of Hawaii a registered office and a registered agent. The agent may be an individual resident of Hawaii, a domestic entity or a foreign entity authorized to transact business in the State of Hawaii, whose business office is identical with the registered office.
2. The name and address of the nonprofit corporation’s initial registered agent in the State of Hawaii is:
Eric Y. Marn 2480 Pali Highway, Honolulu, Hawaii 96817.
The street address of the corporation’s initial registered office in the state of Hawaii is:
2480 Pali Highway, Honolulu, Hawaii 96817.
V
1. The nonprofit corporation shall have a Board of Directors of not less than five (5) directors at any given time, provided however, that the total number of directors shall not exceed twenty-five (25); and provided further, that the number of sitting directors shall be set at an odd number to eliminate any event of a stalemate. The members of the Board of Directors shall be elected or appointed at such times, in such manner and for such terms as may be prescribed by the By-Laws.
2. The Board of Directors of the nonprofit corporation may authorize the borrowing of money or the incurring of debts.
3. The names and residence addresses of the initial incorporators, listed below, are to serve as the initial directors until their successors are elected as provided by the By-Laws. These initial incorporators are as follows:
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Name
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Residence Address
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a)
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Eric Y. Marn
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2480 Pali Highway
Honolulu, Hawaii 96817
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b)
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Alton I. Nadamoto
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91-1034 Kaiau Avenue
Honolulu, Hawaii 96797
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c)
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Lowell Manabe
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2440-A East Manoa Road
Honolulu, Hawaii 96822
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VI
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The corporation has members. The initial members are:
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a) Manuel Carrillo El Nido, California
b) Fred Castillo La Selva Beach, California
c) Alejandro de la Cruz Kingston, Jamaica
d) Lazaro Diaz Santa Clara, Cuba
e) Jesus Fonte Pinar del Rio, Cuba
f) Chris Galea Dingli, Malta
g) Tony Souto Marina Hemmingway, Cuba
h) Pedro Falcon Lopez Centro Habana, Cuba
i) Lowell Manabe Honolulu, Hawaii
j) Salvador Perez Quevedo Habana, Cuba
k) Eric Y. Marn Honolulu, Hawaii
l) Alton Nadamoto Honolulu, Hawaii
m) Terri Oshiro Honolulu, Hawaii
n) Sergey Shapran Dneproptrovsk, Ukraine
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VII
The corporation is nonprofit in nature and shall not authorize or issue shares of stock. No dividends shall be paid and no part of the income or profit of the corporation shall be distributed to its members, directors, or officers, except for services actually rendered to the nonprofit corporation, and except upon liquidation of its property in case of corporate dissolution.
VIII
1. The officers of the corporation shall be a President, one or more Vice Presidents as may be prescribed by the By-Laws, a Secretary and a Treasurer, each of whom shall be elected or appointed by the Board of Directors at such time and in such manner as may be prescribed by the By-Laws. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors or chosen in such other manner as may be prescribed by the By-Laws. The nonprofit corporation shall have not less than three persons as officers. The same person may be an officer and also be a director at the same time.
2. The following persons shall act as officers of the corporation until their successors are appointed as provided for in the By-Laws:
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Name
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Office
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Residence Address
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Eric Y. Marn
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President
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2480 Pali Highway
Honolulu, Hawaii 96817
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Alton I. Nadamoto
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Secretary
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91-1034 Kaiau Avenue
Honolulu, Hawaii 96797
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Lowell Manabe
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Treasurer
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2440-A East Manoa Road
Honolulu, Hawaii 96822
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IX
The nonprofit corporation shall be liable for its debts to the extent of all its property.
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