HomeMy WebLinkAboutSTU.25-03 Kupa Aina O Keauhou - Keauhou Bay 25 03
g County of Hawaii
Department of Finance OFFMIAL USE ONLY.
Property Management Division STU.25- DJ
25 Aupuni Street, Suite 1101 ,
Revd: qI gq
a Hilo, HI 96720
Telephone: (808) 961-8069
Approved:
PROJECT PERIOD: July 1, 2025 to June 30, 2026
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Management Planning (see Instructions)
Maintenance Activities and Public Education (see Instructions)
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Applications
• Applications may be returned if instructions are not followed.
• Please use the tables provided.Do not substitute other formats or alter the application form.
• Fit responses in the fields provided and use additional pages, as needed.
• Attachments (i.e.,maps,labeled photos illustrating your project activities,detailed budget narratives,
consultant proposals, etc.)can be included in addition to the required documents.
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a.�1"catian�caulctrliewl ore
A. NAME AND ADDRESS OF ORG NIZATION:
Kupa 'Aina O Keuahou
B. PERSON TO CONTACT:
Kaleiolani Ha'anio Pasciuta 808-333-9618 - kaleilei.p@gmail.com
Are you available to attend an in-person interview on Sept.9, 2024 between 10:00 am to 2:00 pm?
91 Yes F-1 No
If you checked no,please assign someone from your organization to attend with knowledge of the proposed
projects, budget costs, and provide an email address above.
FINAL 2025 Stewardship Grant Application,Page 1 of 13
25 03
C. PROJECT NAME (see Instructions):
Keauhou Stewardship Program
D. PROJECT LOCATION (Use TMKs. See Instructions)
Keauhou Bay: 7-8-12:35, 106
E. PROJECT COST (see Instructions):
For Management Planning For Maintenance Activities and Public Education
Amount Requested: $53,000 Amount Requested: $30,000
Applicant Share: $o Applicant Share: $0
Other Resources: $o Other Resources:- $o
F. REQUIRED DOCUMENTS:
Non-profit 501 (c)(3),IRS Letter of Determination
Copy of Organization Bylaws and Mission Statement
DCCA Certificate of Vendor Compliance
Letter of Authorized Signer for Organization
G. CERTIFICATION:
The applicant shall secure all necessary approvals and permits fi-om other affected federal, state, and county
agencies as necessary to comply with all applicable laws and regulations. This may require permits from the
Department of Land and Natural Resources (DLNR) ifparcels are within the State Land Use Conservation
District or contain historic sites, burials, and/or sensitive natural or cultural resources. The applicant certifies
that the information contained in this application is true and correct to the best of his/her knowledge.
Name of Authorized Representative:
Title: PMld*!Vb-uh*t
1Cateiotad arcitea o� �
Signed: Ka leoinlPasciuta(Sep3,202®9:54HST) Date:
FINAL 2025 Stewardship Grant Application,Page 2 of 13
25 03
014
A. PROJECT NAME (see Instructions):
Keauhou Stewardship Program
B. PROJECT LOCATION (Use TMKs. See Instructions):
Keauhou Bay: 7-8-12:35, 106
1
C. IDENTIFY PERSONS AND ORGANIZATIONS WHOM YOU EXPECT WILL
PARTICIPATE IN THE PROPOSED PROJECT ACTIVITIES (see Instructions):
Konawaena K-12
Kahakai Elementary
Kealakehe Elementary K-12
National Park Service(NPS)Trails Division
Department of Land and Natural Resources(DLNR)Trails Division
Girl Scouts
Fairwinds
Symbrosia Foundation
Kamehameha Schools
Kai Opua Canoe Club
D. PROPOSAL AND PROJECT DESCRIPTION (Briefly describe the long-range goal(s)
for the property and the objectives ofyour proposal for stewardship grant funding. See example
in Instructions)
What is the long-range goal or vision for the property?
The long-range goal for the property is to provide a comprehensive property and resource
management service that ensures the maintenance and preservation of the project area. This
vision includes creating a safe space for cultural and educational programs, offering Wna (land)
opportunities to the community, and maintaining a healthy, clean, and safe environment.
Key objectives of the proposal include:
- Reestablishing native plants, aquaculture and supporting endemic habitats.
- Partnering Kupuna, lineal descendants, local schools, community volunteers, local business,
stakeholder, and government agencies to create a place of cultural learning, observance, and
practice.
- Ensuring the property serves as a significant site for the Native Hawaiian culture, especially
given its unique status as the only county public land along this shoreline area/ahupua'a.
Through these efforts, the property will become a thriving space for cultural engagement and
environmental stewardship, benefiting the local community and preserving the culture.
FINAL 2025 Stewardship Grant Application,Page 3 of 13
25 03
What are the objectives of the proposed project? Choose only one category and use
additional pages as needed.
❑ Management Planning V1 Maintenance Activities and Public Education
1. Restoration of Native Plants, Aquaculture, and Habitat Restoration: Focus on the restoration
and nurturing of native plant species and aquaculture, supporting the preservation of endemic
habitats essential to the local ecosystem. This includes the removal of invasive vegetation and
the planting of native plants to create a park-like setting. Efforts may involve weed and brush
control, tree trimming, and other vegetation management practices.
2. Cultural Partnerships and Community Involvement: Collaborate with Kupuna (elders), lineal
descendants, local schools, community volunteers, local businesses, stakeholders, and
government agencies to develop a space dedicated to cultural learning, observance, and
practice.
3. Cultural and Environmental Stewardship: Ensure the property becomes a significant site for
Native Hawaiian culture, leveraging its unique status as the only county public land along this
shoreline area/ahupua'a. This will include maintaining or erecting a fence line and installing
proper signage to educate the public about the cultural and environmental significance of the
area.
These objectives aim to foster cultural engagement, environmental preservation, and community
collaboration, transforming the property into a thriving hub for cultural and educational activities
while safeguarding its natural resources.
FINAL 2025 Stewardship Grant Application,Page 4 of 13
25 03
I �
What are the objectives of the proposed project? Choose only one category and use
additional pages as needed.
0 Management Planning ❑ Maintenance Activities and Public Education
1. Conduct Comprehensive Baseline Assessments: Establish a clear understanding of the
property's ecological, cultural, and archaeological resources to inform all future planning and
activities.
2. Develop and Implement a Native Plant Restoration Plan: Restore and sustain native plant
species and ecosystems, enhancing biodiversity and supporting endemic habitats.
3. Establish Sustainable Aquaculture Systems: Reintroduce and maintain traditional
aquaculture practices to support local fish species and promote ecological balance.
4. Create a Routine Maintenance and Monitoring Program: Ensure the ongoing upkeep of
cultural, ecological, and infrastructural resources, safeguarding the property's integrity and
sustainability.
5. Implement Security Measures: Enhance property protection through the integration of
security measures, including regular patrolling,to safeguard cultural and environmental
resources.
FINAL 2025 Stewardship Grant Application,Page 5 of 13
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F. PERMITS/APPROVALS (See Instructions for examples of permits/approvals. Remember
that it is the applicant's responsibility to comply with and secure all necessary approvals and
permits from federal, state, and county agencies as required.)
Do any of the proposed stewardship activities require any federal, state, or county permits
or approvals? t
If yes, explain why. If not needed, explain why.
Based on our current understanding, none of the proposed stewardship activities appear to require
federal, state, or county permits or approvals at this time. However, we acknowledge that certain
activities, such as archaeological surveys, restoration of native plants, or any construction-related
work, could potentially trigger the need for specific permits, especially if they impact protected
cultural or environmental resources.
We are fully prepared to acquire any necessary permits or approvals if it is determined that they are
required as our project progresses. Our commitment to compliance with all relevant regulations
ensures that we will engage with the appropriate authorities and complete any permitting processes
promptly, should the need arise. This readiness demonstrates our dedication to conducting the
project responsibly and in alignment with legal and regulatory frameworks.
FINAL 2025 Stewardship Grant Application,Page 8 of 13
25 03
G. MANAGEMENT/PRESERVATION PLANS REVIEWED (See Instructions. Use
additional pages as needed.)
1. Please elaborate on how the proposed project activities align with existing plans, if there
are existing plans.
While there are no existing plans for the TMK at hand, the Keauhou Bay Management Plan by
Kamehameha Schools involves the immediate surrounding area. Our proposed project activities
not only align with the KBMP but also actively support its vision of transforming Keauhou Bay into
a hub of cultural education, environmental stewardship, and sustainable economic development.
By integrating cultural preservation, community engagement, and educational excellence into our
project, we contribute to the broader goals of the KBMP, ensuring that Keauhou Bay remains a
vibrant and culturally significant area for generations to come. Although this is a newly proposed
project area, our organization has already spent the past two years actively engaging in community
education and involvement initiatives, laying a strong foundation for the work ahead.
2. If you are proposing to produce a management and/or preservation plan, please explain
why such additional planning is needed.
This is a significant cultural wahi pana and this is the only asset the county has on this shoreline.
As we begin the initial management of this property, it's crucial to carefully consider all cultural
sites in and around the area and explore every possibility to preserve them as much as possible.
Additional planning is needed to ensure that these cultural resources are protected and
appropriately managed from the outset.
FINAL 2025 Stewardship Grant Application,Page 9 of 13
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25 03
I. APPLICANT INFORMATION
1. Brief history of the applicant organization. Include the date of incorporation as a
non-profit organization.
The organization was officially recognized as a nonprofit in September 2022. This organization
is a continuation of the work of Kupuna and lineal descendant Lily Kong and her lifelong
commitment through her nonprofit, "Ka Ohana O Na Kupuna O Kona." Kupa 'Aina O Keauhou
continues her mission and has been actively working to further these efforts.The organization
was officially recognized as a nonprofit in September 2022. This organization is a continuation
of the work of Kupuna and lineal descendant Lily Kong and her lifelong commitment through
her nonprofit, "Ka Ohana O Na Kupuna O Kona." Kupa 'Aina O Keauhou continues her mission
and has been actively working to further these efforts.
2. Other source(s) of financial support:
Future grants, donations, and fundraising
FINAL 2025 Stewardship Grant Application,Page 12 of 13
25 03
3. Please provide up to three examples of successfully completed projects or related
experiences.
1. We have organized and hosted 'aina work days, which provide an opportunity for lineal
descendants and community members to engage in meaningful stewardship of the land. These
events not only help in cleaning and maintaining the area but also foster a deep connection with
the 'aina. Through these work days, participants can honor their heritage, learn about the land's
history, and contribute to its preservation for future generations.
2. We have also hosted a variety of workshops aimed at educating the community about the rich
history and evolving landscape of Keauhou Bay. These workshops have provided residents and
those working in the area with a deeper understanding of the cultural significance of the bay and
the changes it has undergone. For example, we've held lomi lomi workshops, where participants
learned about the traditional Hawaiian massage technique, and lei-making sessions that
connected attendees to the cultural practice of lei crafting. Additionally, we've conducted
workshops focused on studying historical maps of Keauhou, offering insights into the area's past
and its transformation over time. These workshops have been instrumental in fostering a greater
sense of connection and stewardship among the community.
3. Our board members, 'ohana, and community members possess extensive skills and
professional experience in community engagement, cultural education, event planning,
government operations, and grant writing. However, these qualifications are secondary to the
deep knowledge and responsibility(Kuleana) held by our Kupuna, lineal descendants, and
community members, which guide and inform all our efforts.
J. Please initial below that the applicant understands the following documents shall be
required if awarded stewardship grant funds.
L,;?,n'3;, 'iz��«�: •.�^"„;'a'„„F. � �,y.. d.raR,' ,��" ;'��' �..:• C•r't..,.,,�;� ::r;^, ; ,b�•''�*:, 3p nom".,, ."e.fy�'4�`�',%;"c:w „r'��,n:�^a:
Fe„���In"ifia �.g' a,.•':s, "?.. �: ';'.'cy;;,�x; ..:�;,� ..�,;�. r, ��a '.`�;pOCll' eritsµ ,,.'�. � �' i,t,�9;',,:;,�,ss-''; 's 3:'�T ?�^,,
'�''"`",_.��,,.. sa�� „� S>,.w u:>r SEi � 1,',1 nha .,�„ a„ ...�.......,.i�^ax����• :,..�t'a S.,f,T..r ,...+r.�•e. 'FU .,
kT
KP Certificate of insurance with County of Hawaii named as additional insured.
kT Semi and annual reports,which shall include accomplishments, financial statements explaining
KP expenditures,projects in process,community involvement,and overall status of projects.
Organization shall immediately contact the Department of Finance,Property Management
LT Division,upon dissolution of the organization or changes in the organization that may affect the
KP Stewardship Grant Application or Agreements.
Organization may be required to provide other documents as requested by the County of
KP Hawaii,Department of Finance.
Mahalo!
Should you have any questions,please contact the Property Management Division at
(808) 961-8069 or by Email:PONC(ahawaiicounty.gov.
FINAL 2025 Stewardship Grant Application,Page 13 of 13
2025 Stewardship Grant Application Fillable -
Final
Final Audit Report 2024-09-03
Transaction ID• ......................
"2025 Stewardship Grant Application Fillable - Final" History
Document created by Aonani Vitch-Femandez(aonani@bicphawaii.com)
2024-09-03-7:36:56 PM GMT
Document emailed to kalei@symbrosia.co for signature
2024-09-03-7:38:30 PM GMT
Email viewed by kalei@symbrosia.co
2024-09-03-7:52:03 PM GMT
Signer kalei@symbrosia.co entered name at signing as Kaleiolani Pasciuta
2024-09-03-7:54:43 PM GMT
o Document e-signed by Kaleiolani Pasciuta(kalei@symbrosia.co)
Signature Date:2024-09-03-7:54:45 PM GMT-Time Source:server
Agreement completed.
2024-09-03-7:54:45 PM GMT
Adobe Acrobat Sign
25 03
DCCA State of Hawaii
Downloaded on April 3,2024.
The information provided below is not a certification of good standing and does not constitute any other certification by the State.
Website URL:http://hbe.ehawaii.gov/documents
Business Information
MASTER NAME KUPA AINA O KEAUHOU, INC.
BUSINESS TYPE Domestic Nonprofit Corporation
FILE NUMBER 323142 D2
STATUS Active
PURPOSE NATIVE HAWAIIAN CULTURAL PRESERVATION, RESTORATION AND
RESPONSIBLE STEWARDSHIP OF THE LAND AND SEA.
ORGANIZED IN Hawaii UNITED STATES
INCORPORATION Sep 26, 2022
DATE
MAILING ADDRESS 78-6797 MAMALAHOA HIGHWAY
HOLUALOA, Hawaii 96725
UNITED STATES
TERM PER
AGENT NAME KALEIOLANI HA'ANIO PASCIUTA
AGENT ADDRESS 78-6797 MAMALAHOA HIGHWAY
HOLUALOA, Hawaii 96725
UNITED STATES
Annual Filings
FILING YEAR DATE RECEIVED STATUS
2023 Sep 20, 2023 Processed
Officers
NAME OFFICE DATE
CHANDLER,EMMA C Jul 1, 2023
RAPOZA,EDWARD C Jul 1, 2023
AUGUSTINE,LEIOLA D/C Jul 1, 2023
PASCIUTA,KALEIOLANI HA'ANIO D/C Jul 1, 2023
LESLIE,MAILE D/C JUI 1, 2023
4/3/24, 10 23 AM Tax Exempt Organization Search Details I Internal Revenue Service
..
KupaAina O Keauhou ",'Sf;;M3
EIN: 92-1758309 1 Holualoa, Hawaii, United States
Publication 78 Data
Organizations eligible to receive tax-deductible charitable contributions. Users
may rely on this list in determining deductibility of their contributions.
On Publication 78 Data List:Yes
Deductibility Code: PC
https://apps.irs.gov/app/eos/details/ 1/1
25 03
Bylaws
of
KUPA AINA O KEAUHOU, INC
Article 1
Offices
Section 1. Principal Office
The principal office of the corporation shall be located in Holualoa, Hawaii.
Section 2. Change of Office Designation
The board of directors may change the principal office from one location to another within the
State of Hawaii and such change of address shall not be deemed, nor require, an amendment of
these bylaws. A change to a location outside the State of Hawaii shall require an amendment of
these bylaws.
Section 3. Other Offices
The corporation also may have secondary offices at such other places, within or without the State
of Hawaii, where it is qualified to do business, as its business and activities may require, and as
the board of directors may from time to time designate.
Article 2
Nonprofit Purposes
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section
501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code.
Section 2. Specific Objectives and Purposes
The organization shall follow the objectives below in any decision-making or processes
orchestrated by the organization:
1. Provide a dedicated space for Native Hawaiian cultural practices encouraging pilina of
kupa `aina to their kupuna and `aina.
I
25 03
2. Education of Native Hawaiian values, practices and protocol.
3. Education programs for keiki, kupuna, and visitors.
4. Responsible stewardship of`aina.
5. Establish Hawaiian cultural activities and education programs that support the ongoing
efforts of the organization.
6. Document the History of Keauhou and the `ohana of this wahi pana.
Article 3
Directors
Section 1. Number
The corporation shall have no fewer than five (5) and no more than twelve (12) directors
and collectively they shall be known as the board of directors.
Section 2. Qualifications
Directors shall be of the age of majority in the State of Hawaii.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles of
incorporation and these bylaws relating to action required or permitted to be taken or approved
by the members, if any, of this corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the direction of the board of
directors.
Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the
articles of incorporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these
bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and
employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to assure that their duties
are performed properly;
d. Meet at such times and places as required by these bylaws;
e. Register their addresses with the secretary of the corporation, and notices of meetings
mailed or telegraphed to them at such addresses shall be valid notices thereof.
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Section 5. Term of Office
Except as set forth in the following sentence, each director shall hold office for a period of two
(2)years and until his or her successor is elected and qualifies. However, three (3) of the initial
directors may, at the option of the incorporator, serve initial terms of one (1)year so that all
director terms do not end at the same time in the future.
Section 6. Compensation
Directors may be compensated. In addition, they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties. Any payments to
directors shall be approved in advance in accordance with this corporation's conflict of interest
policy, as set forth in Article 9 of these bylaws.
Section 7. Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the
board or at such other place as may be designated from time to time by resolution of the board of
directors.
Section 8. Annual Meetings
The Annual Meetings of directors shall be held on the within the first three (3) months of the
corporation's fiscal year, at a date and time determined by the board of directors.
New directors as applicable shall be elected by the board of directors at this Annual Meeting.
Voting for the election of directors shall be by written ballot. Each director may cast one vote per
open position. For example, if there are three open positions, then each director shall have three
votes. A director may cast no more than one vote any candidate. The candidates receiving the
highest number of votes up to the number of directors to be elected shall be elected to serve on
the board. Ties will be decided by a subsequent vote between or among the tied candidates.
Section 9. Special Meetings
Special meetings of the board of directors may be called by the chairperson of the board, the
president, the vice president, the secretary, by any two directors, or, if different, by the persons
specifically authorized under the laws of this state to call special meetings of the board. Such
meetings shall be held at the principal office of the corporation or, if different, at the place
designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law,
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the following provisions shall govern the giving of notice for meetings of the board of
directors:
a. Annual Meetings.No formal notice need be given of any annual meeting of the board of
directors. However, the secretary will provide an informal reminder notice and state the
place of the meeting a reasonable time in advance.
b. Special Meetings. At least one week prior notice shall be given by the secretary of the
corporation to each director of each special meeting of the board. Such notice may be oral
or written, may be given personally, by first class mail, by telephone or by facsimile
machine, and shall state the place, date, and time of the meeting and the matters proposed
to be acted upon at the meeting. In the case of facsimile notification, the director to be
contacted shall acknowledge personal receipt of the facsimile notice by a return message
or telephone call within twenty-four hours of the first facsimile transmission.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any
director of this corporation under provisions of the articles of incorporation, these bylaws,
or the law of this state, a waiver of notice in writing signed by the director, whether
before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the board members (i.e., for a five-member board, three
required; for a six-member board, four required, etc.)
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of
law, no business shall be considered by the board at any meeting at which the required quorum is
not present, and the only motion which the chair shall entertain at such meeting is a motion to
adj ourn.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held
at which a quorum is present is the act of the board of directors, unless the articles of
incorporation, these bylaws, or provisions of law require a greater percentage or different voting
rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the board of directors shall be presided over by the chairperson of the board, or, if
no such person has been so designated, or in his or her absence, the president of the corporation,
or in his or her absence, by the vice president of the corporation, or in the absence of each of
these persons, by a chairperson chosen by a majority of the directors present at the meeting. The
secretary of the corporation shall act as secretary of all meetings of the board, provided that, in
his or her absence, the presiding officer shall appoint another person to act as secretary of the
meeting.
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Section 14. Vacancies
Vacancies on the board of directors shall exist(1) on the death, resignation, or removal of any
director, and (2)whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the board, the
president, the secretary, or the board of directors, unless the notice specifies a later time for the
effectiveness of such resignation. No director may resign if the corporation would then be left
without a duly elected director or directors in charge of its affairs, except upon notice to the
office of the attorney general or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance
with the laws of the State of Hawaii.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law,
vacancies on the board may be filled by approval of the board of directors. If the number of
directors then in office is less than a quorum, a vacancy on the board may be filled by approval
of a majority of the directors then in office or by a sole remaining director. A person so selected
to fill a vacancy on the board shall hold office until the next election of the board of directors or
until his or her death, resignation, or removal from office.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the
corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest
extent permissible under the laws of this state.
Section 17. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a director, officer, employee, or other agent of the corporation) against
liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not the corporation would have the power to indemnify the agent
against such liability under the articles of incorporation, these bylaws, or provisions of law.
Article 4
Officers
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Section 1. Designation of Officers
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer.
The corporation may also have a chairperson of the board, one or more vice presidents, assistant
secretaries, assistant treasurers, and other such officers with such titles as may be determined
from time to time by the board of directors.
Section 2. Qualifications
Officers shall be of the age of majority in the State of Hawaii.
Section 3. Election and Term of Office
Officers shall be elected by the board of directors, at any time, and each officer shall hold office
until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her
successor shall be elected and qualified, whichever occurs first.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the board of directors, at any time.
Any officer may resign at any time by giving written notice to the board of directors or to the
president or secretary of the corporation. Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective. The above
provisions of this section shall be superseded by any conflicting terms of a contract which has
been approved or ratified by the board of directors relating to the employment of any officer of
the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any
officer shall be filled by the board of directors. In the event of a vacancy in any office other than
that of president, such vacancy may be filled temporarily by appointment by the president until
such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed
at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of President
The president shall be the chief executive officer of the corporation and shall, subject to the
control of the board of directors, supervise and control the affairs of the corporation and the
activities of the officers. He or she shall perform all duties incident to his or her office and such
other duties as may be required by law, by the articles of incorporation, or by these bylaws, or
which may be prescribed from time to time by the board of directors. Unless another person is
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specifically appointed as chairperson of the board of directors, the president shall preside at all
meetings of the board of directors and, if this corporation has members, at all meetings of the
members. Except as otherwise expressly provided by law, by the articles of incorporation, or by
these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages,
bonds, contracts, checks, or other instruments which may from time to time be authorized by the
board of directors.
Section 7. Duties of Vice President
In the absence of the president, or in the event of his or her inability or refusal to act, the vice
president shall perform all the duties of the president, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the president. The vice president shall have
other powers and perform such other duties as may be prescribed by law, by the articles of
incorporation, or by these bylaws, or as may be prescribed by the board of directors.
Section 8. Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws
as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine,
a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of
directors and of members, recording therein the time and place of holding, whether regular or
special, how called, how notice thereof was given, the names of those present or represented at
the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these bylaws or as
required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by
law or the provisions of these bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and
address of each and any members, and, in the case where any membership has been terminated,
he or she shall record such fact in the membership book together with the date on which such
membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or
attorney, on request therefor, the bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all duties incident to the office of secretary and such other duties as may be
required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to
him or her from time to time by the board of directors.
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Section 9. Duties of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation,
and deposit all such funds in the name of the corporation in such banks, trust companies, or other
depositories as shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the corporation from any source
whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board
of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business
transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and
losses.
Exhibit at all reasonable times the books of account and financial records to any director of the
corporation, or to his or her agent or attorney, on request therefor.
Render to the president and directors, whenever requested, an account of any or all of his or her
transactions as treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to
be included in any required reports.
In general, perform all duties incident to the office of treasurer and such other duties as may be
required by law, by the articles of incorporation of the corporation, or by these bylaws, or which
may be assigned to him or her from time to time by the board of directors.
Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the board of
directors. In all cases, any salaries received by officers of this corporation shall be reasonable
and given in return for services actually rendered to or for the corporation. All officer salaries
shall be approved in advance in accordance with this corporation's conflict of interest policy, as
set forth in Article 9 of these bylaws.
Article 5
Committees
Section 1. Executive Committee
The board of directors may, by a majority vote of its members, designate an Executive
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Committee consisting of three (3)board members and may delegate to such committee the
powers and authority of the board in the management of the business and affairs of the
corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of
law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the
executive committee authority so delegated, increase or decrease but not below two (2) the
number of the members of the executive committee, and fill vacancies on the Executive
Committee from the members of the board. The executive committee shall keep regular minutes
of its proceedings, cause them to be filed with the corporate records, and report the same to the
board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by
resolution of the board of directors. These committees may consist of persons who are not also
members of the board and shall act in an advisory capacity to the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held, and taken in accordance
with the provisions of these bylaws concerning meetings of the board of directors, with such
changes in the context of such bylaw provisions as are necessary to substitute the committee and
its members for the board of directors and its members, except that the time for regular and
special meetings of committees may be fixed by resolution of the board of directors or by the
committee. The board of directors may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and regulations are not
inconsistent with the provisions of these bylaws.
Article 6
Execution of Instruments, Deposits, and Funds
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution
authorize any officer or agent of the corporation to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances. Unless so authorized, no officer, agent, or employee
shall have any power or authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
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Except as otherwise specifically determined by resolution of the board of directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for the payment of money,
and other evidence of indebtedness of the corporation shall be signed by the treasurer and
countersigned by the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or
devise for the nonprofit purposes of this corporation.
Article 7
Corporate Records, Reports, and Seal
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, if this corporation has
members, of all meetings of members, indicating the time and place of holding such
meetings, whether regular or special, how called, the notice given, and the names of those
present and the proceedings thereof,
b. Adequate and correct books and records of account, including accounts of its properties
and business transactions and accounts of its assets, liabilities, receipts, disbursements,
gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable,
the class of membership held by each member and the termination date of any
membership;
d. A copy of the corporation's articles of incorporation and bylaws as amended to date,
which shall be open to inspection by the members, if any, of the corporation at all
reasonable times during office hours.
Section 2. Corporate Seal
The board of directors is not required to, but may, adopt and keep a corporate seal.
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Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books,
records, and documents of every kind and to inspect the physical properties of the corporation,
and shall have such other rights to inspect the books, records, and properties of this corporation
as may be required under the articles of incorporation, other provisions of these bylaws, and
provisions of law.
Section 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the following
inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses, and voting rights, at
reasonable times, upon written demand on the secretary of the corporation, which
demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the secretary of the corporation, upon written demand on, and payment of
a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and
voting rights of those members entitled to vote for the election of directors as of the most
recent record date for which the list has been compiled or as of the date specified by the
member subsequent to the date of demand. The demand shall state the purpose for which
the list is requested. The membership list shall be made available within a reasonable
time after the demand is received by the secretary of the corporation or after the date
specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the
members or of the board or committees of the board, upon written demand on the
secretary of the corporation by the member, for a purpose reasonably related to such
person's interests as a member.
d. Members shall have such other rights to inspect the books, records, and properties of
this corporation as may be required under the articles of incorporation, other
provisions of these bylaws, and provisions of law.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney
and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and
delivered to an office of this state or to the members, if any, of this corporation, to be so prepared
and delivered within the time limits set by law.
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Article 8
IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of
the Internal Revenue Code), and this corporation shall not participate in, or intervene in
(including the publishing or distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any
activities not permitted to be carried on (a)by a corporation exempt from federal income tax
under Section 501(c)(3) of the Internal Revenue Code, or(b) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to,
its members, directors or trustees, officers, or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for
payment, of all debts and liabilities of this corporation, shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall
be distributed to the federal government, or to a state or local government, for a public purpose.
Such distribution shall be made in accordance with all applicable provisions of the laws of this
state.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in Section
509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period
at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue
Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal
Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of
the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any
taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
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Article 9
Conflict of Interest and
Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest
when it is contemplating entering into a transaction or arrangement that might benefit the private
interest of an officer or director of the corporation or any "disqualified person" as defined in
Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the
IRS Regulations and which might result in a possible "excess benefit transaction" as defined in
Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the
IRS Regulations. This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing
board delegated powers, or any other person who is a "disqualified person" as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations, who has a direct or indirect financial interest, as defined below, is an interested
person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a
transaction or arrangement,
2. A compensation arrangement with the corporation or with any entity or individual with
which the corporation has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the corporation is negotiating a transaction or
arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a
person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists.
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Section 3. Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members of committees
with governing board delegated powers considering the proposed transaction or
arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial
interest and all material facts, and after any discussion with the interested person, he/she
shall leave the governing board or committee meeting while the determination of a
conflict of interest is discussed and voted upon. The remaining board or committee
members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a
presentation at the governing board or committee meeting, but after the presentation,
he/she shall leave the meeting during the discussion of, and the vote on, the transaction
or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed transaction
or arrangement.
After exercising due diligence, the governing board or committee shall determine
whether the corporation can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a conflict
of interest.
If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or committee
shall determine by a majority vote of the disinterested directors whether the transaction
or arrangement is in the corporation's best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination, it shall make its
decision as to whether to enter into the transaction or arrangement.
a. Violations of the Conflicts of Interest Policy. If the governing board or
committee has reasonable cause to believe a member has failed to disclose actual
or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to
disclose.
If, after hearing the member's response and after making further investigation as
warranted by the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of interest, it shall take
appropriate disciplinary and corrective action.
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Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers
shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of the financial interest, any
action taken to determine whether a conflict of interest was present, and the governing board's or
committee's decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction
or arrangement, the content of the discussion, including any alternatives to the proposed
transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from
the corporation for services is precluded from voting on matters pertaining to that member's
compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the corporation for services is precluded from
voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
corporation, either individually or collectively, is prohibited from providing information to any
committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other
compensation contract or arrangement, in addition to complying with the conflict of interest
requirements and policies contained in the preceding and following sections of this article as well
as the preceding paragraphs of this section of this article, the board or a duly constituted
compensation committee of the board shall also comply with the following additional
requirements and procedures:
a. the terms of compensation shall be approved by the board or compensation committee
prior to the first payment of compensation,
b. all members of the board or compensation committee who approve compensation
arrangements must not have a conflict of interest with respect to the compensation
arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally
requires that each board member or committee member approving a compensation
arrangement between this organization and a "disqualified person" (as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the
IRS Regulations):
1. is not the person who is the subject of the compensation arrangement, or a family
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member of such person;
2. is not in an employment relationship subject to the direction or control of the
person who is the subject of the compensation arrangement
3. does not receive compensation or other payments subject to approval by the
person who is the subject of the compensation arrangement
4. has no material financial interest affected by the compensation arrangement; and
5. does not approve a transaction providing economic benefits to the person who is
the subject of the compensation arrangement, who in turn has approved or will
approve a transaction providing benefits to the board or committee member.
c. the board or compensation committee shall obtain and rely upon appropriate data as to
comparability prior to approving the terms of compensation. Appropriate data may
include the following:
1. compensation levels paid by similarly situated organizations, both taxable and
tax-exempt, for functionally comparable positions. "Similarly situated"
organizations are those of a similar size, purpose, and with similar resources
2. the availability of similar services in the geographic area of this organization
3. current compensation surveys compiled by independent firms
4. actual written offers from similar institutions competing for the services of the
person who is the subject of the compensation arrangement
d. As allowed by IRS Regulation 4958-6, if this organization has average annual gross
receipts (including contributions)for its three prior tax years of less than $1 million, the
board or compensation committee will have obtained and relied upon appropriate data as
to comparability if it obtains and relies upon data on compensation paid by three
comparable organizations in the same or similar communities for similar services.
e. the terms of compensation and the basis for approving them shall be recorded in written
minutes of the meeting of the board or compensation committee that approved the
compensation. Such documentation shall include:
5. the terms of the compensation arrangement and the date it was approved
6. the members of the board or compensation committee who were present during
debate on the transaction, those who voted on it, and the votes cast by each board
or committee member
7. the comparability data obtained and relied upon and how the data was obtained
8. If the board or compensation committee determines that reasonable compensation
for a specific position in this organization or for providing services under any
other compensation arrangement with this organization is higher or lower than
the range of comparability data obtained, the board or committee shall record in
the minutes of the meeting the basis for its determination.
9. If the board or committee makes adjustments to comparability data due to
geographic area or other specific conditions, these adjustments and the reasons for
them shall be recorded in the minutes of the board or committee meeting.
10. any actions taken with respect to determining if a board or committee member
had a conflict of interest with respect to the compensation arrangement, and if so,
actions taken to make sure the member with the conflict of interest did not affect
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or participate in the approval of the transaction (for example, a notation in the
records that after a finding of conflict of interest by a member, the member with
the conflict of interest was asked to, and did, leave the meeting prior to a
discussion of the compensation arrangement and a taking of the votes to approve
the arrangement).
11. The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date of the
next board or committee meeting or 60 days after the final actions of the board or
committee are taken with respect to the approval of the compensation
arrangements. The minutes must be reviewed and approved by the board and
committee as reasonable, accurate, and complete within a reasonable period
thereafter, normally prior to or at the next board or committee meeting following
final action on the arrangement by the board or committee.
Section 6. Annual Statements
Each director, principal officer, and member of a committee with governing board delegated
powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflicts of interest policy,
b. has read and understands the policy,
c. has agreed to comply with the policy, and
d. understands the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax
exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm's-length bargaining.
b. Whether partnerships,joint ventures, and arrangements with management organizations
conform to the corporation's written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes, and do not
result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the corporation may, but
need not, use outside advisors. If outside experts are used, their use shall not relieve the
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governing board of its responsibility for ensuring periodic reviews are conducted.
Article 10
Amendment of Bylaws
Section 1. Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the
bylaws of this corporation and except as may otherwise be specified under provisions of law,
these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by
approval of the board of directors.
Article 11
Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of
this corporation, the provisions of the articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any
reason, the remaining provisions and portions of these bylaws shall be unaffected by such
holding.
All references in these bylaws to the articles of incorporation shall be to the articles of
incorporation, articles of organization, certificate of incorporation, organizational charter,
corporate charter, or other founding document of this corporation filed with an office of this state
and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to
such sections of the Internal Revenue Code of 1986 as amended from time to time, or to
corresponding provisions of any future federal tax code.
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ADOPTION OF BYLAWS
I, the undersigned, am the incorporator of this corporation, and I consent to, and hereby do, adopt
the foregoing as the bylaws of this corporation.
Dated: 9/01/2022
3CaAi &m 4-Qa anw pada
KALEIOLANI HNANIO PASCIUTA, Incorporator
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