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Articles of Incorporation
 
Per Haw. Rev. Stat. 421C-11.5 
 
Name
 
This cooperative corporation shall be known as The HawaiiIndependent Cooperative Press, 537 Cummins St, Honolulu,Hawaii 96814.
Purpose
 
The purpose of the Hawaii Independent Cooperative Press is to:
 
* engage in acts of civic journalism;
 
* elevate public discourse;
 
* engage in business practices typical of any businessincorporated in Hawaii;
 
Powers
 
The powers of the Hawaii Independent Cooperative Press are to:
 
• Produce, purchase, own, use, sell, and/or distribute mediacontent;
 
• Hold intellectual, real, and/or personal property;
 
• To assume debt and/or hold others in debt.In pursuit of these powers, the Cooperative may engage in anypractices typical of any business incorporate in Hawaii.
Duration
 
The duration of the Hawaii Independent Cooperative Press shallbe perpetual.
Incorporation
 
The Hawaii Independent Cooperative Press is incorporatedpursuant to Hawaii Revised Statutes Chapter 421C by Publisher and President, Ikaika Michael Hussey, 537 Cummins St,
 
Honolulu, Hawaii 96814.
Membership
 
Membership in the Hawaii Independent Cooperative Press isbased on ownership of at least one share of common stock.Membership in this Cooperative shall be limited to humanpersons. The Cooperative reserves the right to refusemembership to any prospective member, consistent with therequirements of Haw. Rev. Stat. 421C.Each member shall have one vote in the affairs of theCooperative, regardless of number of shares owned.Every member shares a duty of loyalty to the Cooperative, andshall support the Cooperative in good faith.Members may also enjoy other benefits as determined by theBoard of Directors.
Board of Directors
 
The Hawaii Independent Cooperative Press shall be directed bya Board of 15 individuals, who are elected by the Cooperativemembership on an annual basis. Voting shall be doneelectronically, based on one member, one vote.The initial Board of Directors shall be comprised of 9 membersserving 3-year terms. Thereafter, all Directors shall servestaggered terms of 3 years.
 
The initial Board of Directors consists of: Ikaika Hussey, HerbHussey, Kimo Campbell, Niklaus Schweitzer, Daniel Nahoopii,John Witeck, Chris Conybeare, Tanna Hee, and BernardPaloma.
 
The Board of Directors shall convene at least once per calendar year and may convene as often as necessary to direct thebusiness of the Cooperative with adequate notice to the
 
membership.The Board of Directors have the authority to hire and direct thepresident of the Cooperative.
Indemnification and Limited Liability
 
The Cooperative shall limit its liability to the extent legallyallowed. The Cooperative may, to the extent legally permissible,indemnify each of its present and former members, Directors,agents, and employees (“Covered Persons”) against allexpenses and liabilities that a Covered Person has reasonablyincurred in connection with or arising out of any action or threatened action, suit, or proceeding in which a Covered Personmay be involved by reason of being or having been a CoveredPerson. Such expenses and liabilities shall include, but not belimited to, judgments, court costs, attorney’s fees, andreasonable settlements. The foregoing indemnification provisionsshall not be exclusive of other rights to which a Covered Personmay be entitled to as a matter of law.
 
Settlement of Disputes
 
In any dispute between the Corporation and any of its membersor former members that cannot be resolved through informalnegotiation, it shall be the policy of the Corporation to first usemediation whereby an impartial mediator may facilitatenegotiations between the parties and assist them in developing amutually acceptable settlement. No party with a grievanceagainst the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in goodfaith.
 
Termination of Membership
 
Members wishing to withdraw from the Cooperative may do so atany time and receive a full refund of paid-in capital. TheCooperative reserves 30 days to repay the paid-in capital.
 
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