11-7-25
TO: KGE Service Corp. 92-1329 Prince Kuhio Blvd. #4 PBM 104 Captain Cook HI. 96704 Konagardenestates@gmail.com
From: Mike Smith Lot # 009, P.O. Box 7001 Ocean View, HI 96737 09rmsy22@gmail.com
Attention: KGE board of Directors
Sent to: konagardenestates@gmail.com Also sent: U.S. Mail Certified return receipt.
Dear KGE Board of Directors,
This is a formal letter of dispute
This serves as a formal and final demand for the immediate cessation of the use and enforcement of the recently adopted **KGE Revised By-Laws**. These Revised By-Laws are fundamentally invalid and must be deemed **“NO LONGER VALID”** due to overwhelming conflicts with the **State of Hawaii Revised Statutes (HRS)** and the foundational, Original Governing Documents (OGD) of the KGE Service Corp. )** (General Plan, Charter of Incorporation, 1975 By-Laws). “As they are Unfair to all members”
. The KGE Charter of Incorporation itself mandates, under **Article IV-(o)**, the power “To make by-laws not inconsistent or in conflict with the law or KGE Charter.” The current Revised By-Laws are in flagrant conflict with both the law and the OGD.
Laws Governing this dispute: *Legal Basis for Invalidity
The adoption of the Revised By-Laws is illegal on multiple procedural and substantive grounds:
According the OGD and HRS Statute 421j 7.5 (D), (414d-84) (414d-36), (414d-187) .(See; KGE Charter #III -Purpose, #IV-(o) (To make by-laws not inconsistent or in conflict with the law or KGE Charter)
The HRS laws state, (421j-7.5 (D)) if there is a conflict then the new by-laws are subordinate to the originals and invalid.
421j 7.5 (D) In the event of any conflict, the restated association documents shall be subordinate to the original association documents and any relative amendments. [L 2008, c 70, pt of §2]
(c) Upon the adoption of a resolution pursuant to subsection (a) or (b), the restated association documents shall state all of the operative provisions of the original association documents, together with a statement that the restated association documents correctly state the corresponding provisions of the association documents, and that the restated association documents supersede the original association documents and any relative amendments.
There was NO good reason, and nothing necessitated the rewriting of the KGE BY laws.
Violation of Amendment Rules:
HRS mandates that by-laws can only be amended **one at a time** and a 2/3 membership vote required if rewriting or inconsistent, or not supported by any laws. The Board unlawfully rewrote the **entire set** of By-Laws with many inconsistencies, unsupported by law, and voted on it by members not duly elected. All these actions were unlawfully taken.
Core Failures of the Revised By-Laws
The new Revised By-Laws are invalid because:
. Violation of Amendment Protocol (Illegal Rewriting): Illegal Adoption Process (HRS Conflict): The entire Revised By-Laws document was unlawfully produced ( no board approval, Julie Buer had them produced.) and rewritten then adopted all at once by an illegitimate board of directors. According to the HRS, by-laws must be amended section-by-section and must remain consistent with existing laws and original KGE documents. The sweeping, wholesale revision of the OGD is not an amendment; it is a null and void replacement.
.(See; KGE Charter #III -Purpose, #IV-(o) (To make by-laws not inconsistent or in conflict with the law or KGE Charter)
NO Membership Vote Taken (2/3 Majority): . Failure to Obtain Membership Consent (No 2/3 Majority): The adoption of new or inconsistent by-laws that fundamentally alter the association’s structure requires approval by a 2/3 majority of the entire membership (as stipulated in the OGD, General Plan, and Article VI). No such vote was conducted. The Board’s attempt to adopt this extensive revision without the required supermajority vote of the members renders the entire document void.
(See: KGE docs, General Plan -10-11, Article VI)
Quorum Failure and Voided Vote: The 2023 meeting where the Revised By- Laws were purportedly approved failed to meet the minimum quorum requirements (which, based on legal opinion, HRS is 1/3 of the membership, or KGE Charter, a majority). Any vote taken at that meeting lacks legal standing and is void.
The new Revised By Laws undeniable conflicts and inconsistencies: between the Revised By-Laws, the OGD (The 1975 General Plan Restrictions, Charter, and By-Laws), and the HRS: The following failures represent critical, conflicts
Illegal Removal of Fundamental Member Rights:
Illegal Removal of Member Rights (HRS conflict, KGE Doc conflict): The Revised By-Laws illegally strip members of fundamental rights (voting, proxy, attending meetings, serving on the board) for non-payment. The original KGE Charter and HRS only permit denying the “use and enjoyment of common property” for short periods,(30 days) not the wholesale removal of all ownereship rights. That is an illegal forfeiture, which the OGD Charter, **Membership Paragraph (4)**, expressly forbids:. (See; KGE Charter; Purpose # III, Powers #IV, Membership #V, Voting Rights #VI, Members rights # VII, Article II- #7,8, General Plan #6) The Revised By-Laws are more than 50% conflicted. No member shall be Terminated or forfeited or expelled! OGD Charter; Members; paragraph (4)
Illeagal adoption of 2 year term for board members. HRS and KGE, OGDs only state Election must be conducted once a year. Nothing supports a claim of 2 year terms for board members.
Illegal adoption of special fees and contracts for members: KGE OGDs only lays out the use of equally billed assessments. KGE General Plan. Absolutely no need for special fees or contracts. Special fees are unauthorized, discriminatory, and create unnecessary financial and administrative burdens. These fees and restrictions are a direct violation of the original financial and governance structure.
No member shall be forfeited or expelled! OGD Charter; Members; paragraph (4)
Nemours other inconsistencies; No less than 5 more conflicts can be found in the Revised By laws.
Demand for Immediate Action
Based on these legal and procedural facts, the Revised By-Laws shall no longer be valid. Ony amendments that are legally passed will be held as valid.
The KGE Board must **immediately remove the current Revised By-Laws** from the KGE Web Site.
The Board must **restore the Original**1975 “KGE Service Corp. General Plan Restrictions, Articles and By-Laws” as the sole valid governing documents to the KGE web site. The HRS requires that original documents be displayed with any new amendments.
This also makes any special fees like the mail box fee, and the limiting of lower gate use, and restricting owner rights invalid., as none were previous KGE rules.
The KGE rule (KGE Charter, Membership, paragraph 4) “no member can be terminated or forfeited and no members shall be expelled” as is the subsequent case with any special mail box fees or the limitation of common property use (Lower gate to “Road to the Sea”) to only some members, and also the denial of Ownership rights, voting, proxy, meeting attendance, board participation.
It is Highly advisable that this legal letter of dispute not be ignored.
As
The entire membership will soon be advised and made aware of the attempted removal of their legal rights and unlawful billing and restrictions on members.
Mike Smith
Friends of the True KGE Service Corp.
Friends of The True KGE Service Corp. 