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HomeMy WebLinkAboutSTU.25-01 HILT - Mahukona 25 01 County of Hawaii OFFICIAL USE ONLY.- Department of Finance Property Management Division STU.25-01_ 25 Aupuni Street, Suite 1101 Rcv,d: 8/23/24 o +� Hilo, HI 96720 4:17pm via email Telephone: (808) 961-8069 Approved: DEADLINE TO FILE IS September 3, 2024, BY 4:30 PM as evidenced by the County of Hawaii time clock (HST) ❑ Management Planning (see Instructions) ✓❑ Maintenance Activities and Public Education (see Instructions) STEWARDSHIP GRANT APPLICATION Public Access, Open Space, and Natural Resources Preservation Maintenance Fund • 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. • ��� rQ4l r I " 'I I�. .I "`ti�. ", �. irl "t n,6"'' i of"' of'lx "Y�"Y 16 r �.14 l"'0., 6:4 l"I'I�i",Y� �. ", �. 'I "Y�"Y l6 r �.14 'I rt`.r "'`.r (c""trl "'trld J:aly ,, f)24 �rx ft,t,t�1.7), .1;� orl 1��� � y�o:ax (c"ar:a'lrl. 1 A. NAME AND ADDRESS OF ORGANIZATION: Hawaiian Islands Land Trust (DBA Hawaii Land Trust) 126 Queen Street Ste 306 Honolulu, HI 96813 B. PERSON TO CONTACT: Angela Britten, Chief Operations & Philanthropy Officer "'tttf'e"rld "'trl i:l �st,..�� :�� i:����a,x it�e � �r:� 'e��sf. �,, f)�� 7� t �. � , ° � 10:00 ',,:gyri to 2:00 lrsrrl? Yes ❑ 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 I of 13 25 01 C. PROJECT NAME (see Instructions): Maintenance & Public Education Activities at Mahukona Navigation and Ecological Complex D. PROJECT LOCATION (Use TMKs. See Instructions) Mahukona: TMK 357002027, 357002036, 357002037, 357003001, 3570030021 357003003, 357003007, 357003008, and 357003018 E. PROJECT COST (see Instructions): For Management Planning For Maintenance Activities and Public Education Amount Requested: Amount Requested: Applicant Share: Applicant Share: Other Resources: Other Resources: F. REQUIRED DOCUMENTS: Non-profit 501 (c)(3), IRS Letter of Determination Copy of Organization Bylaws and Mission Statement DCCA Certificate of Vendor Compliance ZLetter of Authorized Signer for Organization G. CERTIFICATION: The applicant shall secure all necessary approvals and permits from 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) if parcels 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: Angela Britten, Chief Operations & Philanthrop Angela Britten 08/20/2024 Signed: Date. FINAL 2025 stewardship Grant Application,Page 2 of 13 25 01 PROJECT PLAN A. PROJECT NAME (see Instructions): Maintenance & Public Education Activities at Mahukona Navigation and Ecological Complex B. PROJECT LOCATION (Use TMKs. See Instructions): Mahukona: TMK 357002027, 357002036, 357002037, 357003001, 3570030021 357003003, 357003007, 357003008, and 357003018 C. IDENTIFY PERSONS AND ORGANIZATIONS WHOM YOU EXPECT WILL PARTICIPATE IN THE PROPOSED PROJECT ACTIVITIES (see Instructions): Hawai'i Land Trust(HILT)Chief Operations&Philanthropy Officer,Angela Britten HILT Directorof'Aina Stewardship,Scott G. Fisher, Ph.D HILT Directorof'Aina Education Denby Freeland HILT Mahukona'Aina Educator&Steward Keone Emeliano HILT Mahukona'Aina Education Coordinator,To Be Hired HILT Director of Conservation Easement Stewardship,Compliance,and Technology,James Keoni Crowe Na Kalai Wa'a(NKW)is a Hawai'i 501c3 nonprofit based on Hawai'i Island that is dedicated to teaching and applying non-instrument navigation and open ocean voyaging D. PROPOSAL AND PROJECT DESCRIPTION (Briefly describe the long-range goal(s) for the property and the objectives of your proposal for stewardship grant funding. See example in Instructions.) What is the long-range goal or vision for the property? To maintain, enhance, and protect natural resources, wahi kupuna, and wahi pana at Mahukona Navigation and Ecological Complex. FINAL 2025 Stewardship Grant Application,Page 3 of 13 25 01 What are the objectives of the proposed project? Choose only one category and use additional pages as needed. F] Management Planning Maintenance Activities and Public Education Objective 1: Recruit, orient, and supervise 150 volunteers to assist with ecological restoration of high priority dryland forest and coastal areas, including removing invasive plants and debris and planting native plants, and maintaining a coastal trail. Objective 2: Develop `aina-based education curriculum specific to Mahukona for elementary, middle, and high school students. Indigenous and local knowledge will be integrated into the curriculum lessons through mo`olelo, Hawaiian place names, and names for natural phenomena. Objective 3: Provide `aina-based education programs to 45 elementary, middle, and high school students from Kohala schools during weekly visits to Mahukona throughout the 2024-2025 school year. Objective 4: Guide 30 students in hands-on restoration of`aina at Mahukona. Elementary and high school students will help to control non-native invasive plants and grow and plant native plants. Objective 5: Provide quarterly "Talk Story on the Land" educational hikes led by local experts to 80 people, including 70 residents and 10 visitors. Participants learn about the history, culture, ecology, and conservation efforts at Mahukona. Objective 6: Educate visitors about proper behavior to protect cultural and natural resources at Mahukona FINAL 2025 Stewardship Grant Application,Page 4 of 13 25 01 What are the objectives of the proposed project? Choose only one category and use additional pages as needed. �F—I Management Planning Maintenance Activities and Public Education FINAL 2025 Stewardship Grant Application,Page 5 of 13 cry 0 w w 06 06 06 (D 0 0 0 0 m m m z 0 E Lu ui Gi 0 LL ui 2z a) a) a) (D r- -4e 0 0 0 0 0 0 2LY (D 0 a) 0 TE 0 0 (A �j CN cq CN (N -C c 4- 2 4- 0 0 0 20 0 0 0 2i 2 2 a 0 c c c 4� W 00 M -0 ccs CISE 'a =3 CL c 0 10 ,0 cn m 0- > cn m CIO .0 0 c c (n 0 m cn > 2 a) 0 M m E n M Cf) o c T ,- U, 0 0 4- Y) Cu 0 > 0 0 a) 0 m c cn 4- ul zo 4- C) c L-win CCS c c- c m 0 -0 (D 0 (1) (n > > a 04 > M () 02 d) Ir- 4) > 0 0 C: 0 CL m — m r CL CL m 0) m —M 0 (n C 0 > to 0 0, o 75 m Ica > () 0) 0 - 0 > M m M Lo -C 'o (1) M M I Cl 0) 0 U C— 0 0 (Y) 0 M 4- - 2 0 M a) +2 E r- C: 6 A 0 r- 0 -05 *6 E 40 22 0 2 m rO CL E �0- V E J= m U) o (D 0, 6- 0 � 0 >M o L- 4- Z5 c 0 2 .0 y 0 > . ? 0 LO cL o E — (D c 0' E a) 3 0 0 LO -0, -0 1 c E 0 ID M :3 0. 0Co 0 2 Ls z -01 :U' -a"Cc: &2 0 +, 4� C— ' C M M, m �> 9 o > m 0 'a c m w 9 ; > 2 +r' > A > 4- lu 0 :3 0 0 H D.X: ,o m u 0 4) C 0 40- z El 0 (n CL M CL CL 0 W '(f) 3: 4- 0 v) 6 m cry 0 70 w tz E 4- 92 m z z z LU r_ �:O- od 06 06 0 0 _j (1) ol V) r,A CA 4n N CN CN 4" 4" 4- 4" 00 0 0 0 2z 2 2 2 2 2 0! to 11,3 to 0 'o > 0 CL 0 > 0 -C > r-L td c 4- E o C > U 0 .0 0 o E -0 M u 0 c 0 L- p r- CL,2 > qa ,0� CL CL 0 m u 12 em u > m 'th a_ m 0iF > 0 0 L- MU CL L- r- cl W 0 0) 0 m m a co 0 a - a m o 4" 0 0 > u m L m r '0 (D 0 c W a 0 wrrw .0 0 -a .0 Q) m Q) — a 0) r CU a) o m c r 0 0 0 tm M CL 0 — 4" M 25 01 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? If yes, explain why. If not needed, explain why. The 642-acre Mahukona Navigation and Ecological Complex is in the moku of Kohala and encompasses the coastal portions of six ahupua'a: Kapa'a Nui, Kou, Kamano, Mahukona, Hihiu, and Kaoma. HILT has fee ownership of TMK 357002027, 357002036, 357002037, 357003001, 357003002, 357003003, 357003007, 357003008, and 357003018. Project activities will take place as shown in Appendix B Map of Project Locations. HILT's goals at Mahukona include enhancing native ecosystems and protecting important cultural sites. HILT will not disturb wildlife, habitat, or damage cultural sites as part of this project. There are no critical habitat designations on the site, although it could be future habitat for the Newell Shearwater, Hawaiian Hoary Bat, and other threatened and endangered species. HILT staff and others who work on the land will follow the procedures in the forthcoming management plan, which will include descriptions of resource protection and restoration best practices. Volunteers and students who perform hands-on stewardship activities (primarily invasive plant removal and native plant planting) do so under the supervision of a trained, knowledgeable HILT staff. Previous owners completed an archeological survey and cultural impact assessment survey in the 1990s, including an archeological survey by Surety Kohala. There are numerous known historic sites that may be eligible for inclusion on the National Register of Historic Places. The HILT management plan will specify management practices designed to protect them from damage. HILT has not had any need to correspond with the Hawaii State Historic Preservation Division (SHPD). While it is likely that burials exist at Mahukona, as they have not been disturbed and HILT does not propose activities that would disturb them, the requirement for a burial plan is not triggered. FINAL 2025 Stewardship Grant Application,Page 8 of 13 25 01 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. In December 2023, in partnership with the nonprofit Na Kalai Wa`a, Federal, State and County agencies, and the Kohala community, HILT successfully closed on its most ambitious land protection effort, permanently protecting 642 acres on the Kohala coast of Hawaii Island and establish the Mahukona Navigation and Ecological Complex, HILT's 8th community preserve. HILT is now in the process of creating a community-led 20-year Master Plan and 5-year Management Plan. HILT has engaged Mike Donoho, AICP, Tetra Tech's Senior Environmental Planner and Project Manager will be the lead planner and draft the Master Plan and Management Plan. He is a life-long resident of the Kohala region with 24 years of professional planning experience in Hawaii. Mahina Paishon, a respected and experienced local consultant, will facilitate gatherings of the Mahukona Working Group partners who will collectively plan stewardship responsibilities and programming. The Mahukona Working Group is comprised of HILT, Na Kalai Wa`a, a native Hawaiian, culture-based nonprofit, and community stakeholders from the Kohala region. Both plans will be completed by Spring 2025. 2. If you are proposing to produce a management and/or preservation plan, please explain why such additional planning is needed. The acquisition of Mahukona was supported by a $4 million-dollar federal grant from the U.S. Fish & Wildlife Service Recovery Lands Acquisition program, approved in 2021. As requirement by the terms of the federal funds, HILT has initiated a Master Plan and will prepare a detailed and specific Management Plan for Mahukona. These plans will be completed by Spring 2025 and so they have not yet been reviewed by county, state, or federal agencies. Stewardship activities and historic preservation practices will be described in the management plans. FINAL 2025 Stewardship Grant Application,Page 9 of 13 cry C:7 C CM9 CD Ct 0.Y 4C& }. co co 57 Z 4i a40c a c an r� nr w Ln LO CN OD 00, rn X r ter E a 79 of E "w E IZ a CL a rS Vp S IN r". R R co q CN r a 0000 " u; 'S LO ZIP a cry ��I� .7 DC7 Cys i ca C o """ 25 01 I. APPLICANT INFORMATION 1. Brief history of the applicant organization. Include the date of incorporation as a non-profit organization. Hawaiian Islands Land Trust's (dba Hawaii Land Trust, abbreviated HILT) mission is to protect and steward the lands that sustain Hawaii and perpetuate Hawaiian values by connecting people with 'aina (land). HILT is Hawai`i's only statewide, nationally accredited land trust, formed in 2011 from a merger of four island land trusts on Maui, Oahu, Hawai'i Island, and Kauai. HILT has protected 22,584 acres across Hawai'i through community preserves owned and stewarded by HILT and 53 conservation easements protecting agricultural, ecological, and cultural resources on private lands. In terms of experience and expertise related to the proposed activities, HILT has over 20 years of experience in ecological restoration work at Waihe'e on Maui. Because of HILT and community volunteers, 85-90% of the plants now found in the restoration area are native. In 2023, HILT was awarded $803,000 from NOAA to restore the 7-acre Kapoho fishpond at Waihe'e using a blend of traditional and modern methods and engaging hundreds of community members. Work is underway and HILT will return water to Kapoho fishpond in June 2026. Since 2019, HILT has delivered 'aina-based education programs at four of HILT's community preserves that serve over 5,000 students annually. 2. Other source(s) of financial support: HILT has applied to the Dept. of Interior FY24 HO'IHI NATIVE Act Grant Program for Native Hawaiian Organizations for $170,000 for the project. A decision is pending. FINAL 2025 Stewardship Grant Application,Page 12 of 13 Xl� 0111 3. Please provide up to three examples of successfully completed projects or related experiences. In 2020, IHII T finalized a five-year strategic plan Iidlentifying measurable goals for each of its three program priorities of PROTECT, STEWARD, and CONNECT. The HILT Strategic Plan goals focus on landscape-level conservation, community stewardship, a healthy climate and resilient lands and communities. HILT has created specific management plans for 7 commun,ity preserves and is currently finalizing a master plan and management plan for Mahukona. All HILT preserves are active ecological restoration sites where HILT's team of 'Ainia Stewards and Educators and dedicated volunteers restore native species with the goal of reestablishing functional ecosystems. At 4 of HILT's 8 community preserves in, K`ilauea on Kaua'i, Waihie'e andl Kaup6 on Mauii, and Hau'ula on 0'ahui, residents and visitors participate in active and ongoing education and stewardship activities. HILT is, extremely humbled and grateful to have been selected as a 2023 U.S, Department of Interior H61KI Program awairdee which is sustaining similar education and stewardship work on HILT community preserves, on Kaua'i, Maui, and 0'ahui. .1. Please initial below that the applicant understands the following documents, shall be required if awarded stewardship grant funds. Initial Documents AB Certificate of insurance with County of 11awaii named as additional insured. AB Serni ,,mcl annual reports, which shall include accomplishnients, financial statements explaining expenditures, projects in process, community involvement, and overall status of p qjects. Organization shall inuriediately contact the Department of Finance, Property Maniiagenient AB Division, UP011dissolution of the organizati0flor changes in the organization that may affect the Stewardship Gratit Application or Agreerrients, Organization may be required to provide other documents as,, requested by the County of AB Hawai'i, Departilient,of Finance. Mahalo! Should yoti have any questions,please contact the Pr(--)perty Nlana „en ient Division at (808) 961-8069 or by Eniail- FINAL 2025 Stewardship GrantApplication,Page 13 of 13 I RS Gelar7'iktt�i a'd�rtz`darua, rttuilrw,ra��"cror0t�u�u� � `roawec P. O Box 2508, Room 110010 In reply refer to ; 40�^��I 5 Cincinnati Oh 45201 Nov . 22, 2011 L.TIfR 441680 0 000000 00 0002 8088 BODC: T HAWAIIAN ISLANDS LAND TRUST PO BOX 9'65 WAILU'KU' HII 9679; -0965 �r 021017 1 Employer Identification Number : Person to Contact : SHARON LENARD Toll Free Telephone Number : 1-877--829-51500 swear Taxpayer This is in response to your Aug . 16, 2011 , request for information regarding your tax-exermpt status . Our records indicate that you were recognized as exempt undler section 501 (c) ( ) of the Internal. Revenue Code in a determination Letter issued in March 2001 . Our records also indicate that you are not a private foundation within the meaning of section 509(x) of the Code because you are described in section( s) 509 (x') ( 1 ) and 170 (b) ( 1 ) (A) (vi) . Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies , devises, transfers , or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055 , 2106 , aind' 2522 of the Code . Please refer to our website www .. irs . gov/eo for information regarding filing requireme ts . Specifically, section 033(j ) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax-exempt status as of the filing due date of the third return for organizations required to file . We will publish a list of organizations whose tax-exempt status was revoked under section 6053(j ), of the Code on our website beginning in early 2011 25 01 BY-LAWS OF HAWAIIAN ISLANDS LAND TRUST A HAWAII NONPROFIT CORPORATION AS AMENDED, DATED JANUARY 28, 2024 ARTICLE 1. NAME OF CORPORATION Section 1.01 Name The name of this Corporation is Hawaiian Islands Land Trust, d/b/a Hawaii Land Trust. ARTICLE 2. OFFICES Section 2.01 Principal Office The principal office for the transaction of the business of the Corporation shall be located on the island of Oahu, State of Hawaii. The Directors may change the principal office from one location to another, and this section shall be amended accordingly. Section 2.02 Other Offices The Board of Directors may at any time establish branch offices, either within or outside the State of Hawaii, in order to advance the proper purposes of the Corporation. ARTICLE 3. PURPOSES The purposes are those stated in the Articles of Incorporation. ARTICLE 4. DEDICATION OF ASSETS Section 4.01 Assets The properties and assets of this nonprofit Corporation are irrevocably dedicated to public benefits and/or charitable purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its exempt status under Section 501(c)(3) of the Internal Revenue Code. ARTICLE 5. DIRECTORS Section 5.01 Powers (a) General Corporate Powers. The business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors. (b) Specific Powers. Without prejudice to their general powers, the Directors shall have the power to: Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 (i) Select and remove the Officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporations, and with these Bylaws; and fix their compensation, if any. (ii) Change the principal executive office or the principal business office in the State of Hawaii from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of Hawaii; and designate any place within or outside the State of Hawaii for the holding of any meeting. (iii) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 5.02 Number of Directors The Board of Directors shall consist of not less than nine or more than twenty-five members. While this section may be amended from time to time pursuant to Article 14 of these Bylaws, no amendment resulting in any decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Section 5.03 Qualifications of Directors Any person 18 years of age or older may be nominated or elected to serve as a Director. Directors need not be residents of the State of Hawaii. The board will have geographic representation from throughout the State of Hawai'i. Section 5.04 Vacancies (a) Events Causing Vacancy. A vacancy on the Board of Directors shall be deemed to exist at the occurrence of any of the following: (i) The death, resignation, or removal of any Director. (ii) The declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the Hawaii Nonprofit Corporation Act. (iii) The failure of the Board, at any meeting of the Board at which any Director is to be elected, to elect the Director to be elected at such meeting. (iv) The increase of the authorized number of Directors. (v) The expiration of an existing member's term absent an invitation from the Board to serve an additional term. (b) Resignation. Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chair, or the Secretary, Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 unless the notice specifies a later time for the resignation to become effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs. (c) Removal (i) Any Director may be removed, with or without cause, by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at regular meetings, provided notice of that meeting and of the removal questions are given as provided in Section 5.09(b). Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.05(d). (ii) Any Director who does not attend three successive Board meetings will automatically be removed from the Board without Board resolution unless: 1) The Director requests of the Chair or any other Officer a leave of absence for a limited period of time and then the leave is approved by the Directors at a regular or special meeting. 2) The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection (ii). 3) If leave is granted under (1) or (2) of this section, the number of Board members required for quorum shall be reduced by one. 4) The Board by resolution of the majority of Board members agrees to reinstate the Director who has missed three meetings. (d) Filling of Vacancies. Any vacancy shall be filled by appointment by a two-thirds majority vote of the remaining members of the Board of Directors. Section 5.05 Place of Meeting; Meeting by Telephone Regular meetings of the Board of Directors may be held at any place within or outside the State of Hawaii, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside of the State of Hawaii, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing, including "electronic writings," or electronic RSVPs, by all Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone, video meeting, or similar communication equipment, so long as all Directors participating in the meeting can hear or communicate simultaneously with one another, and all such Directors shall be deemed to be present in person at such meeting. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 Section 5.06 Annual Meetings The Board of Directors shall hold an annual meeting at a time and place designated by the Board of Directors for purposes of electing officers, designating committees, and transacting regular business. Notice of these meetings shall be made not less than 10 days in advance thereof, except that any Director may waive notice as provided in Section 5.10. Section 5.07 Regular Meetings The Board of Directors may establish regular meetings to be held in such places and at such times as it may from time to time by vote determine, and no further notice thereof shall be required. Section 5.08 Special Meetings (a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chair or any two Directors. (b) Notice. Notice of any special meeting of the Board of Directors shall be given to all Directors either by first-class mail at least four days in advance, or by notice delivered personally or by telephone, electronic mail, fax or other electronic transmission at least 48 hours in advance except that such notice may be waived by any Director as set forth in Section 5.10 below. Non-receipt by a Director of the notice of meeting sent to such Director shall not invalidate any business transacted at the meeting while a quorum was present. Section 5.09 Waiver of Notice. (a) Any Director may, prior to, at the meeting, or subsequent thereto, waive notice of any meeting in writing, signed by him or her. (b) The presence at any meeting of any Director shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such Director except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (c) When two-thirds of the total number of Directors of the Corporation sign a written consent or approval on the record of the meeting, actions taken at the meeting, however called or notified, shall be valid. Section 5.10 Quorum A majority of the total number of elected Directors shall constitute a quorum to transact business, and, in order to be valid, any act or business must receive the approval of a majority of such quorum, subject to the provisions of the Hawaii Nonprofit Corporation Act. A vacancy or vacancies in the membership of the Board of Directors shall not affect the validity of any action of the Board of Directors, provided there is present at the meeting a quorum of all the Directors as defined by this section and section 5.05(c)(ii)(3) of this Article. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 Section 5.11 Adjournment In the absence of a quorum at a meeting duly called, the Chair 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. Section 5.12 Action without Meeting Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if two-thirds of the members of the Board consent in writing or electronic form to that action. Action by such consent shall have the same force and effect as a majority vote of the Board of Directors. Such consent or consents shall be filed with the minutes of the proceedings of the Board. Section 5.13 Compensation of Directors Directors shall not be compensated for their board service. Section 5.14 Restriction on Interested Directors Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise; (b) any shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous 12 months; and (c) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation. Interested persons, as defined above, must disclose their interest, as set forth in section 10.01 herein. Section 5.15 Director Tenure Director terms are three years. The Board of Directors may vote to allow a Director to serve one or more additional terms. ARTICLE 6. OFFICERS Section 6.01 Officers The Corporation shall have the following officers: Chair, Vice Chair, Secretary and Treasurer. The Chair and Vice Chair are the positions President and Vice President, respectively, that are identified in the Articles of Incorporation. Section 6.02 Election of Officers The Board of Directors shall elect the Officers. Each Officer serves at the pleasure of the Board. Section 6.03 Removal of Officers Any Officer may be removed by the Board of Directors, at any regular or special meeting of the Board or by an Officer on whom the Board of Directors has conferred such power. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 Section 6.04 Resignation of Officers Any Officer may resign at any time by giving written notice to the Board of Directors, the Chair, or the Secretary of the Corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Section 6.05 Vacancies in Office A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that Office. Section 6.06 Responsibilities of Officers (a) Chair. The Chair shall preside at all meetings of the Executive Committee and the Board of Directors. The Chair shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. The Chair shall be responsible to the Board of Directors, shall see that the Board is advised on all significant matters of the Corporation's business, and shall see that all orders and resolutions of the Board are carried into effect. The Chair shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and these Bylaws. The Chair shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. (b) Vice-Chair. In the absence or disability of the Chair, the Vice-Chair shall perform all the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice-Chair shall have such other duties as may from time to time be prescribed by the Board of Directors. (c) Secretary. The Secretary shall attend to the following: (i) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes, or permanent electronic filing system, of all meetings and actions of Directors and committees of Directors, with the time and place of holding regular and special meetings, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings. (ii) Notices and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the Bylaws to be given. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. (d) Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall attend to the following: Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 (i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times. (ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse funds of the Corporation as may be ordered by the Board of Directors; shall render to the Chair and Directors, whenever they request it, an account of all financial transactions and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. (iii) Bond. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office. (iv) Audit or Financial Statement. The Treasurer shall obtain an audit or financial statement for the Corporation, if determined necessary by the Board of Directors. Section 6.07 Officer Terms In general, the Board of Directors shall elect officers for the coming year before the start of that year. Typically, each officer shall be elected to serve for three years or until his or her successor shall have been elected and shall have qualified, or until such officer's earlier death, resignation or removal, but in no event may any such officer serve in the same position for longer than six consecutive years. However, the Board of Directors may in their discretion, from time to time by act of the majority of the Directors pursuant to these Bylaws, vote to extend the term or terms of any officer when it is deemed to be appropriate, necessary, and in the best interests of the Corporation. New offices may be created and filled at any meeting of the Board of Directors consistent with our Articles of Incorporation and other applicable legal documents. ARTICLE 7. COM M ITTEES Section 7.01 Executive Committee The Executive Committee shall consist of the officers and such other persons as directed by the Board, from time to time. The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board, subject to the provisions of Section 6.04. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 Section 7.02 Standing Committees The Board of Directors may, by resolution adopted by a majority of the Directors, designate one or more standing committees to serve at the pleasure of the Board. Standing committees are any committees, other than the Executive Committee. The Chairperson of each standing committee shall be a member of the Board of Directors. The Chair may nominate committee Chairpersons, subject to approval of the Executive Committee. The Chairperson of the committee may select members of the committee. Members of standing committees need not be members of the Board, however non Directors are subject to the approval of the Board. Each committee shall adopt its own rules governing the time and place of holding, and the method of calling, its meetings and conduct of the meetings. The Chairperson of such committees shall report in writing to the Board of Directors at its regular meeting, unless such report is waived by the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. Standing committees act in an advisory capacity only. Limited authority may be granted by resolution of the Board of Directors, subject to the provisions of Section 6.04. Section 7.03 Meeting and Action of Committees The Board of Directors may adopt rules for any committee not inconsistent with the provisions of these Bylaws. Section 7.04 Limitations Upon Authority of Committees No committee, regardless of Board resolution, may: (a) Amend, alter or repeal the Bylaws; (b) Elect, appoint or remove any member of any such committee or any Director or Officer of the Corporation; (c) Amend the Articles of Incorporation, restate the Articles of Incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation; (d) Authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (e) Authorize the voluntary dissolution of the Corporation or revoke proceedings therefore; (f) Adopt a plan for the distribution of the assets of the Corporation; or (g) Amend, alter or repeal any resolution of the Board of Directors that by its terms provides that it shall not be amended, altered or repealed by the Committee. ARTICLE 8. MEMBERSHIP; ASSOCIATED PERSONS Section 8.01 Statutory Members This corporation shall have no "members," as that term is defined and used by the Hawaii Nonprofit Corporations Act, Chapter 414D of the Hawaii Revised Statutes ("HRS'), or such Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 other applicable chapter as it may be amended from time to time (hereinafter"Statutory Members"). By amendment of the Bylaws, the corporation may have Statutory Members. Section 8.02 Associated Persons Nothing in this Article 8 shall be construed as limiting the right of the corporation to refer to persons associated with it as "members," or such other term(s) it may choose (such as supporters, contributors, etc.). Any use by the corporation of the term "members" to identify certain persons shall not make such persons Statutory Members, nor shall such reference confer any rights that might be provided under the law to Statutory Members, including, unless expressly conferred by the corporation in the manner set forth in Section 3 of this Article 8, such associated persons shall not have the rights, among others, to vote for the election of a director or directors, to vote on a disposition of all or substantially all of the assets of the corporation, to vote on a merger or dissolution of the corporation, or to vote on changes to the Articles of Incorporation or these Bylaws. Section 8.03 Rights and Responsibilities of Associated Persons By resolution, or amendment of these Bylaws, the Corporation may expressly confer rights and responsibilities on persons permitted to associate with the corporation. Such rights and responsibilities may include some of the rights provided to Statutory Members under the Hawaii Nonprofit Corporation Act. ARTICLE 9. RECORDS AND REPORTS Section 9.01 Maintenance of Articles and Bylaws The Corporation shall keep at its principal executive office the original or a copy of the Corporation's Articles of Incorporation and Bylaws as amended to date. Section 9.02 Maintenance of Other Corporate Records The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such a place or places designated by the Board of Directors, including an electronic filing system, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. Section 9.03 Inspection by Directors Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 9.04 Annual Statement of Certain Transactions and Indemnifications The corporation shall prepare and mail or deliver to each Director an annual statement of the amount and circumstances of any transaction or indemnification of the following kind: Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 (a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which any director or officer of the corporation, its parent or subsidiary (a mere common directorship shall not be considered such an interest) had a direct or indirect financial interest. (b) Any indemnifications or advances aggregating more than $1,000 paid during the fiscal year to any officer or Director of the corporation pursuant to Article 11 hereof, unless such indemnification has already been approved pursuant to Section 11.01. ARTICLE 10. EXECUTION OF INSTRUMENTS Section 10.01 Proper Officers Except as hereinafter provided or as required by law, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts, bills of exchange, orders for the payment of money, licenses, endorsements, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature, which require execution on behalf of the Corporation, shall be signed by two different persons who are authorized signatories of the Corporation, with the exception that checks in the amount of up to $10,000 or less may be signed by one authorized signatory. The Board of Directors may from time to time authorize any such documents, instruments or writings to be signed by such Officers, agents or employees of the Corporation or any one of them, in such manner as the Board of Directors may determine. Section 10.02 Facsimile Signatures The Board of Directors may, from time to time by resolution, provide for the execution of any corporate instrument or document; including but not limited to checks, warrants, letters of credit, drafts and other orders for the payment of money, by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution. ARTICLE 11. CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS Section 11.01 Contracts with Directors and Officers (a) No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors or Officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless: (i) The material facts regarding such Director's or Officer's financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction; Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 (ii) Such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s); (iii) Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) This Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. (b) The provisions of this section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation. Section 11.02 Loans to Directors and Officers The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer if, in the absence of such advance, in the course of such duties such Director or if, in the absence of such advance, in the course of such duties such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 12.01 Right to Indemnification This Corporation may indemnify the officers and directors as set forth in the Articles of Incorporation. Section 12.02 Insurance This Corporation shall have the power to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 11.01 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transactions nor for any act deemed unlawful according to the Hawaii Nonprofit Corporation Act. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 ARTICLE 13. FISCAL YEAR The fiscal year of the Corporation shall be such as may from time to time be established by resolution by the Board of Directors. ARTICLE 14. CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Hawaii Nonprofit Corporation Act shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular. ARTICLE 15. AMENDMENTS These Bylaws may be adopted, amended, or repealed by a majority vote of the entire Board of Directors. ARTICLE 16. NON-DISCRIMINATION STATEMENT There shall be no discrimination on the basis of race, color, religion, sex, national origin, marital status, age, or handicap with regard to hiring, assignment, promotion or other conditions of staff employment, use of volunteers, or delivery of services. This policy shall apply to membership on the Corporation's Board of Directors and its Committees. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024 25 01 Hawaiian Island Land Trust DBA Hawai'i Land Trust Mission Statement 01 '�0(1111041%i4, �i t r Pllll r if r O�llll ?9 '149, �lllll��r f f t rif��tttt�ANN NSI "�I IIII C�� U11111111�rr� � �� ii,01, 111 WORM 25 01 'i STATE OF HAWAII STATE PROCUREMENT OFFICE CERTIFICATE OF VENDOR COMPLIANCE This document presents the compliance status of the vendor identified below on the issue date with respect to certificates required from the Hawaii Department of Taxation(DOTAX),the Internal Revenue Service,the Hawaii Department of Labor and Industrial Relations (DLIR),and the Hawaii Department of Commerce and Consumer Affairs (DCCA). Vendor Name: Hawaiian Islands Land Trust DBA/Trade Name: Hawaii Land Trust Issue Date: 08/19/2024 Status: Compliant Hawaii Tax#: New Hawaii Tax#: FEIN/SSN#: UI#: No record DCCA FILE#: Status of Compliance for this Vendor on issue date: Form Department(s) Status A-6 Hawaii Department of Taxation Compliant 8821 . Internal Revenue Service Compliant COGS Hawaii Department of Commerce&Consumer Affairs Exempt LIR27 Hawaii Department of Labor&Industrial Relations Compliant Status Legend: Status Description Exempt The entity is exempt from this requirement Compliant The entity is compliant with this requirement or the entity is in agreement with agency and actively working towards compliance Pending A status determination has not yet been made Submitted The entity has applied for the certificate but it is awaiting approval Not Compliant The entity is not in compliance with the requirement and should contact the issuing agency for more information 25 01 HILT SIGNATURE AUTHORITY Y i����� �I�i/��/����/it r�lr✓/%i fr,�/fJr/fl/��Iff����lf� r ��'O 1i J����i�IIJ��'ffly%�Efrf/r/irnll/e 1,�rf�rl ll April 3, 2023 To Whom It May Concern, The following motion was approved by the Hawaiian Islands Land Trust d/b/a, Hawaii Land Trust (HILT) Board of Directors of February 7, 2023. Hawaii Land Trust authorizes the following members of the Board of Directors and Staff with signatory authority effective February 7, 2023. The Board of Directors requires only one of the following authorized signatories to sign on behalf of Hawaii Land Trust. Lisa Grove, Chair Jennifer Luck,Vice Chair U`ilani Tanigawa Lum, Secretary Keith Ogata,Treasurer Bobby-John Campbell, Chief Executive Officer Angela Britten, Chief Operations and Philanthropy Officer Scott Fisher, Director of Aina Stewardship Shae Kamakaala, Director of Aina Protection 14/2 �Q.1�G Z_4,11M� 4/3/2023 U`ilani Tanigawa Lum Date Secretary, Hawaii Land Trust � ° �i`i �1 f �i�''(: 1 126 Queen Street, Suite 306, Honolulu, Hawaii,96813 1 808.744.AINA I II f,oi€"6 25 01 HILT SIGNATURE AUTHORITY Hawaii Land Trust Board of Directors Meeting Motion February 6, 2023 Full Board via Email Present: David Carswell, Uilani Tanigawa, Keith Ogata, Jocelyn Herbert, Neil Hannahs, Max Unger, Jennifer Luck, Mary Charles, Marissa Harman, Randy Vitousek, Teresa Young, Leahi Hall, Joey Aquino, Matthew Beall, Lisa Grove Motion: Keith Ogata submits the following motion with Lisa Grove, Chair, seconding such motion. Effective Feb 13, 2023, 1 make a motion for Board approval authorizing Olu Campbell, CEO; Angela Britten, Scott Fisher, Shae Kamakaala, Lisa Grove, Jennifer Luck, Uilani Tanigawa Lum and Keith Ogata as authorized signers of the First Hawaiian Bank accounts while removing Laura Kaakua as an authorized signer. 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