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HomeMy WebLinkAboutRES 361 Draft 01 2020-2022 a4Nt°°®F kgdy . COUNTY OF HAWAIII STATE OF HAWAPI 1pf OF•N►� '.. SOLUTION NO. 361 22 A RESOLUTION AUTHORIZING THE DIRECTOR OF FINANCE TO NEGOTIATE A MULTI-YEAR LEASE OF REAL PROPERTY, OLD WAIMEA TAX OFFICE, SITUATED AT WAIMEA, SOUTH KOHALA, COUNTY AND STATE OF HAWAII, IDENTIFIED AS TAX MAP KEY: (3) 6-7-002:025, TO THE WAIMEA PRESERVATION ASSOCIATION. WHEREAS, pursuant to Executive Order No. 3818 setting aside land for public purposes,the County of Hawaii has control and management of real property known as the Old Waimea Tax Office, Tax Map Key: (3) 6-7-002:025, situate at Waimea, South Kohala, County and State of Hawaii, consisting of 31,652 square feet, described in Exhibit"A" and Exhibit"B" attached hereto, for elderly activities programs, public service and cultural activities; and WHEREAS, the Waimea Preservation Association, a nonprofit organization, desires to negotiate a multi-year lease of the Old Waimea Tax Office, for use as a historical resource center, initiating, sponsoring and collaborating with other community organizations, groups and committees, encouraging community awareness in Waimea's rich cultural heritage; and WHEREAS, Article 19, Section 2-120(a)(2) of the Hawaii County Code,provides that the Council of the County of Hawaii may, by resolution approved by a majority of members, direct the Finance Director to negotiate the disposition of real property by leasing it to nonprofit organizations, at such rentals and on such terms and conditions as deemed proper; and WHEREAS, Article 19, Section 2-120(b)provides such lease of real property to nonprofit organizations may be made without notice or appraisal as required in Chapter 2, Article 19 of the Hawaii County Code; now, therefore, BE IT RESOLVED BY THE COUNCIL OF THE COUNTY OF HAWAII that under Chapter 2, Article 19, Section 2-120(a)(2) of the Hawaii County Code, the Director of Finance is hereby authorized to negotiate a multi-year lease (with renewal options for additional terms)with the Waimea Preservation Association, a nonprofit organization, without notice or appraisal, for the Old Waimea Tax Office, Tax Map Key: (3) 6-7-002:025, situate at Waimea, South Kohala, County and State of Hawaii. BE IT FURTHER RESOLVED, that the Mayor of the County of Hawai`i is hereby authorized to execute said lease and all necessary agreements on behalf of the County of Hawai`i for purposes authorized by the Council as noted herein. BE IT FURTHER RESOLVED that the monthly rental amount shall be in accordance with the Minimum Rent Policy for New Dispositions of the State of Hawai`i Department of Land and Natural Resources. BE IT FINALLY RESOLVED that the County Clerk shall transmit a copy of this resolution to: (1) Mayor Mitchell D. Roth; (2) Finance Director Deanna Sako; (3) Assistant Corporation Counsel J S. Yoshimoto; and(4) the Waimea Preservation Association, P.O. Box 6570, Kamuela, Hawai`i 96743. Dated at Kona , Hawai`i, this 20th day of April 20 22 INTRODUCED BY: ryiL. COUNCIL MEMBE°, t OUNTY OF HAWAII COUNTY COUNCIL ROLL CALL VOTE County of Hawai`i AYES NOES ABS EX Hilo, Hawai`i CHUNG X DAVID X I hereby certify that the foregoing RESOLUTION was by INABA X the vote indicated to the right hereof adopted by the COUNCIL of the County of Hawaii on April 20, 2022 KANEALI I-KLEINFELDER X KIERKIEWICZ X KIMBALL X ATTEST: LEE LOY X RICHARDS X VILLEGAS X 406-111. 9 0 0 0 --' //,‘•01/0; / Ref e C-704/FC-132 e er nce: COU r 4/Skimp, -`�111111111� . "'ERSON& FICER RESOLUTION NO. 361 22 - - 2 i Lnl�4�� IBI I canc.5�a� -9v°ae LoN j -0e: a+e: IS�b? ill- s; a / � � 4j hi•4� � 'i 6rasi Luh M1 �V \1 'hat1Gtt3 N 7k 71I3 _ '---- e I CD F i v m w rn i Q s4 m o i a � 3 I i Exhibit-B i BY-LAWNS OF WAIIviEA PRESERVATION ASSOCIATION ARTICLE I PURPOSES AND T4QN-PR* 'QFlT CHARACTER. SECTION I.I. P oses. Tile purposes ofthe Corporation shall be as specifically set forth in Article IM of the Ake cfes ofIncotpo�adon. SECTION 1.2, Non--Vtofit Character. '�he cot' tatadon shall be a non-profit corporaiaan, and any net income or earnings which may be derived from its operations, in� psuance of the purposes of the cazpbration;shall not be distributed to any member, director, or officer of the corporation, or any private individual,but shall be used to Promote the putpases of the corporation. ARTICLE U PRINCIPAL OFFICE SECTION 2.1. Principol Office. The principal office of the corporation shall be maintained at the Waimea Visitors Center,Karnuela,Hawaii or at such other place within the State of Hawaii as the Board of Directors shall from time to time determine. SECTION 2.2. P Lac of Meetiaes. .A11 meetings of the members and of the Board of Directors shall be held at the .principal office of the corporation,unless same other place is stated in the call. Any meeting,regular or special,of the Board of . i i r Directors,may be held by conference telephone or similar communion equipment, so long as all directors participating in the meeting can sI taneously communise with one another, and all such directors shall be deemed to be present in person at the meeting.. ARTICLE M MEMBEP STRP membership of the Corporation shall consist of the members of the Board of The mem P Victors and such other persons as may be elected to membership in accordance with shall be evidenced by the membership roll of the. these Say-Isaws• Membership Corporation.,The power to admit and expel members shall be vested soSely.in the.Board rp rescribe iqualifications and, ofD_rectors. The Board of Directors may,from time to tzme,p re scribe membership and shall have the power,to create classes of membership Fequirements f d privileges and it osing such obligations as may from time to conferring such rights an the Board of Dire,'tors•_ time be determi.ned b y ARTI� CLE IV _?E IZNG O'FMEMB� 5ECTION 4_l. Annual Meeting the annual-meetin.9 f the members shall be held each year at such time and place as the Board of Directors determines for the purposes of electing Directors and transacting.such oyez business as rgay come bef9re the meeting i SECTION 4.2, Saecial Ivleenas. Special meetings- tiPe of the members for any Purpose or may. ,purposes a be held at any time upon the call of the President,upon the call Of any two.Directors,or upon the written request of one-fourth(t/4)of the members entitled to vote thereat SECTION 4.3. Place of Meeting_ The Board of Directors may designate y Place as the place Of meeting for any annual meeting or any special meeting ofthe members. If no designation is made, the place of meeting shall be the principal office of the Corporation SECTION 4.4. Notice of Met tdnes. Notice of all meetings,annual, or special,stating the place,day and.hour of the meeting and whether it is annual or special, P , and in case of special meeting star�g the.purpose or purposes thereof,shall be given Personally or by mail. If by mail, such notice shall be postage prepaid to each member at her/his address as it appears on the membership roll of the corporation at least ten 10 days before the meeting SECTION 4.5. Adjourned M'eetinas and Notice The Any meeting of the members, annual or special, whether or not auorum i5 q ,present,may be adjourned from time to time by the vote of a majority of the members present,but in the absence of a quorum no other business may be transacted at any such meeting, When any members'.meeting, either annual or special, is adjourned for thirty 30 zrty{ } days or more,notice of the adjourned meeeting-shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give'any notice of an adjoed meetng other than by announcement at the meeting at which'such adjournment is taken. SECTION 4.6. Vatina. At all meetings of members every member entitled i i i to vote shall have the right to vote in person.Where membership includes persons other than:the Board of Directors,-members shall have the right to vote in person or by written proxy. SECTION 4.7. Quorums A majority of the membership shall be necessary to constitutea quorum for the tr-aaskdon of business. ARTICLE V BOARD OF DIRECTORS SECTION 5.1. Powers. The affairs of the Corporation shall bu managed and controlled by the Board of Direct=. The Corporation shall have all powers ne essarS and proper to carry out its purposes. Subject to the limitations of.tha Articles, o f Incorporation,the By-Laws and df the laws of the State of Hawaii,aII corporate powers shall be exercised by or under authority of the Board of Directors. The Board of Directors may ddlegate any of its powets to an Executive Cornmittce or to such other cbmmiu=or officers as it shall deem appropriate subject to provisions relating to, committees as herein provided or,as otherwise provided by the Board of Directors. he Board of Directors shall be authorized and empowered to employ.such agents and staff as it may deem necessary. Or— 'There shall be a Board of Directors of the SECTION 5 (}r4TanI?3t1 r�,oratior�to consist of not less than three members. The inidal_Board of Directors shall be as set forth in the Articles of Incorporation. Each Director shall hold oc for two years or until his or her successor as been elected or appointed. Provided,however. of office of the.Directors shall that as of the effective date of these by-lames, initial terns i be established as one year, two years,and thtee years by the Board of Directors such that approximately one third(1/3)of the Directors'terms shall expire each year. Terzns of Directors shall be limited such that no Director may serve for more than 5 consecutive Years. Directors may be elected for successive terns. A.fl_er a Director,has been elected to and served two full consecutive terms,he/she naay,after a one year absence from being a member of the Board of Directors, serve for not more than two additional terms, SECTION 5.3. Standards for Directors. A director shall discharge the director's-duties prescribed by these bylaws and as otherwise Provided by law as e director, including the directoes duties as a member of a committer in good faith, wfth the care an ordinarily prudent person fn a like position would exercise under similar conditions and in a manner the director reasonably believes to be in the best interests of the corporation. SECTION 5.4. Votigg. At all meetings of the of the.Board of Directors,each Director shall vote in person. Voting by proxy shall not be permitted at any meeting of the Board of Directors oz of any committees,boards, or bodies created by the Board. (Please note: this Provisiordoes not provide far voting by etnaiL ?his.needs to be discussed-by Board given the desire ofsonze members to do so in the past). __.. SECTION 5.5. Removal. The active members of the corporation may at any time depose or remove$orn office for oz without cause, any director, officer, subordinate officer, or agent. The Board of Directors may at any time, for or without cause,remove from of 5ce or discharge from employment any officer, subordinate officer, or agent appointed by it or by any person under authority delegated by it. Regular i i 3 3 attendance at all Board meetings is required, The Board of Directors may elect a successor for any of19=whose office becomes vacant for any reason. ('lease note: Board of Directors should be advised.that thgee etre speck I that need to lie followed provisions within HB-599 removing a Dii ector: eg.at least 213 vote required of all directors to remove a director. The la-w wasnot stated in full in � proposed by-laws. 4ttendance requirements of Directors should be dist<lrsse'rL) i I SECTION 5,5. Anntml Meeting. An aifitri2l tsieetiiig of floe Board of Directors shall be held within ahe hundred twenty(120)days following,the close of the* fiscal year. At such,annual mei-tint,the Board of Directors shall elect the off cern of the corporation for the ensuing year- VECTION 5.7.. Regular Meetinnr The Board of Directors shall bold regularly scheduled meetings at the main office of the corporation,or at such other dates, places.and tunes as it may from tithe tQ time by vote determine,and no farther notice thereof shall be mquired. SECTION 5.8. Special Meeti &s. Special meetings of the Board of Directors may be-called at any time by the President;upon the..caL of any, threeoDzrectors, . or upon the written request of dile fourth of the members entitled to vote� � SECITON 5.9. Notice of Meet aM.EX cepfi as otherwise expressly f the Board of Directors shall be given to each director provided,notice of any meeting o (other than the person or persons calling the meeting and other than the person giving . notice of the meeting)by the S="-'tart'or by the person or one of the persons calling the meeting,by a) mailing written notice to the director at his/her address as-showa on the :ro..cords of the corporation 5 days prior to the meeting, b)by personally advising the director of the meeting by telephone at least 24 hours before the meeting or c)by e- mailing written notice to the director at least 3 days prior to the date of the meeting. SECTION 5.10. Nofice Unnecessary 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,unless the director attends only far the express purpose of ob ec-t g to the transaction of any business because the flieeting was not lawfully called or convened. SECTION 5.11._ Quorum,. The presence of a majority of the Board of Directors in©ice immediately before a meeting:begs shall constitute a quorum to transa�t business. The presence•of Directors,may be obtained by eithea actual physical presence or by ineans of a conference call in which all directors simultaneously i irteract with.each other. In order to be valid, any act or business must receive the approval of a majority of such quorum. SECTION 5.12. . Adiotunment In the absence of`a quorum at a meeting duly balled,the President 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 5.13. Action by Consent. Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the directors aad filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes. i i i i SECTION S.l Permanent Vacancies. If any permanentvacancy shall ctors through death,resignation,removal,or other cause,the occur in the Board of Dire of all reran ing members of the rernainii�g directors.by the affirmative vote of a majority 3 i Board,may elect a successor director to hold office for the unexpired potion of#fie t`r u I of the director Whose place shall be vacant. SECTIC►N 5.t5.. TemDorary Vacancies Subs itutOitmctors. If any tempararY oard of Directors through the apse tice of any vacancy shall occur in the B abili" 4f any director,the remaining directors,whether director or the sickness or dis ` ori or a minority of the Whole Board,may by the native vote of a constitua rting ty directors appoint same person as a substitute director,who' majority of such remaining ppo disahility and until such director shall shall be a director daring such absence,sickness,or return duty or the office of such director shall become permari� t. Y vacan ' SECTION 5.15. Executive Conunittee. The Exec�itive Committee shall of all office of the corporation and such other persons as the Board of Directors ' consist shall detersi ne. Between the meetings of the Board of Directors the Executive Committee may be-authorized to have and exercise the power and autbority,of the Board . of Dir°.stars in the management of the corporation,but at all times and in all respects the ittee subject to the authority and discretion of the Board of Directors and as comm prescribed by-law. (Please note: Section 148 0f HB599 specifrcalIy provides for ?irrtitation,�/Frocedures*re: Committees of-Board For..'eg., notice, voting r'equiremerlts ands specific limitations re authority to elect, $point or remove directors. Once again, by-laws do not list all applfcable provisions and Board needs.to cortsictt HB599 in f determining committee authority) SECTION 5.17, Other Committees. The Board of Directors may create and appoint any standing or ad hoe co jittaes as the,business of the corporation may require , and define the authority and duties of such comritittees; except that such committees shall, not have the power to fill vacancies in the Board of Directors or any such other limitations as prescribed by last;. Each committee shall have two or more directors,who . serve at the pleasure of the Board. All provisions which govern fneetihs,action without meetings, notice and waiver of notice,and quorum and vofittg teciufreffients Of the board, - shall apply to all committees 81'the board and theirs members as well. SECTION 5.1$. Procedure. The-Board of Directors shall fix its awn rules of-procedure which shall not be inconsistent with these By-Laws.. ARTICLE VI OFFICERS AND MANAGEMENT SECTION 6,11 Apoointmen Tet_-m -------- removal. The officers of the corporation shall be a-President,-one or more Vice Ptesidents,a Secretary,a Treasurer, and such other officers,with such duties,as the Board of I}irectors may from time to time detesirie. The officers shall be elected by the Beard of Directors at the annual,Meeting. Officers shall hold office_for one year and thereafter until their respective successors shall 1 _becfulyelected.. - ARy person may hold more than one.offi....ce provided tlsat thele be at least 2 persons as affcers of the corporation. The Board of Directors may, in its discretion, from time to time limit or enlar e p gthe duties and Owers of any officer appointed by it. SECTTOIV 62. President The President shall preside at,all meetings of the - I i r t members and at all meetings of the Board of Directors. He/She may call special meetings of members and shall call annual seetiligs bt members,as provided by these By-Laws. Subject to the direction and control of the�oard of Dlrectars;the president shall have general supervision over the corporation's business and affairs and see to the proper observance and enforcement of the Afticles a*rd these By-Laws and the rules and", regulations,actions and orders oftiie Board. SECTION 6.33. Vice 'resident. The Vice President shall,in such order as perform all of the duties and exercise all of the the Board of Directors shall d�rirsine, powers of the President provided by these By-Laws or other',�ise;tiurihg_the absence or disability of the President or whenever the office of President shall'be vacant;and shall perform all other duties assigned to him/her or them by the Board of Directors or the President. SECTION 6.4„ Secretary: the Secretary shall attend all meetings of the members and the Board of Directors,and shall record the proceedings thereof in the minute book or books of the corporation and shall be authorized to authenticate records of the ebrporat~on. The Secretary shall givd notice,in conformity with these By-L2vt ,of meetings of members and,where required,of the�oard of Directors. In the absence of the President and the Vice President,the Secretary-shall have the-power to calf such � meetings and shall preside thereat until a President pro tempore shall be chosen. The Secretary shall perrorm all other duties incident to his or her office or which may be assigned to him or her by theBoard of Directors or the Prudent. I SECTION 6.5. Treasurer. The Treasurer.shall keep and maintain adequate and correct accounts of the properties and business transactions of the Corporation, i including accounts of its assets,liabilities,receipts, disbursements, gains,lasses, capital S ap d surplus- The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositariesAs may b,�designated by the Board Of Directors. The Treasurer shall disburse such funds of the Corporation as may be" ordered by the Board of Directors and shall render to the Board of Directors,.whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation,and shall have such other powers and perforin such other duties as may beprescribed by the Board of Directors or the By--Laws. The Treasure'shall file an annual report with the Board of Directors on or before the.I 5th day of January of each year. SECTION 6.6. Absence of Officers. In the absence or disability of the _ Fres ident and'dice President,the dudes of the President shall be performed by such persons as may be designated for such purpose by the Board of Directors. In the absence or disability of the Secretary,or of the Treasurer,the duties of the Secretary.or of the Treasurer,.as the case may be,shall be performed by such person Or persons as may be designated for such purpose by the Board of Directors. SECTION 6.7. General standards for Directors. A director shall discharge, g . the director's duties as a director,including the direefor's duties as a member of a committee in goad faith,with the care an Ordinarily prudent person in a like position would exercise under similar circumstances and in a 4L-nner the dkector reasonably r believes to be in the best interests of the corporation. Directors shall be responsible for adhering to all standards as provided by law and shall be charged with the duty to review i the Hawaii Nonprofit Corporations Act,as may be amended from time to time. SECTION 6,8. Eino_v_ees_. The Board ofDirectors may emtPIoy-al y"T{ it- }'�.7.Jit G11i�}S U' r3CiE vC�i S 4i GL executive officer of the�r�lstiZ�-+n-who need not be an �r Li uty uic urt,VV ILU iL� ,ir�tuuii� qui:ti serve as chiet`tinan cial oiticer of the corporation with corporarion, a Conrroiler to res orxsibility for the financial operations of the corporation,and such other employees as P it deems appropriate. �,��T��1Tr(. 4 p,r.ryAc�`� nRec Tipp narri cf'1i:3 ctarctmay ee�us`s.� EIiG Ttu��E'asiclftar auy cutpltryrc uI`Llse t�urisvrel.iuri to bk�itvudzx.t ua such . . unourt as may be determined by the Board. ARTICLE VTl I JABTLTT` ANTS TNDEtvtNTFTCALDO SECTION 7,L Liabiltt . To the extent Provided by law,Baa director, officer,ernPloyee, or went of the corporation and no heir,executor;or adrninistoi of t t'suu.s1 it tx liaiale to tills carpotatiarz foc asiy 110S.910S.9 or datuage auy such su rued by it x cac�unt of any action or omission by him or her as such director,officer, employee, or went if he or she acted in good faith and in a manner he or she reasonably believed to bo in and not opposed to the best interests of this corporation,unless with respect to an Action or suit b or in the right of the corporation to Procure a 3udgm�nt in its favor such Pte' son shall have been adjudged to be liable for brass negligetice orwilliul misconduct in the performance of his or her duty to this.corporation, SEC-7ON 7.2. Indemnification. (a) Except as otherwise provided by law,the corporation shall indemnify each.Berson who was or is a party or is threatened to be made a party to any threatened, pending,or completed action, suit,or proceeding, whether civil,criminal, administrative, or investigative(other than an action by or in the right of the corporation)because he or she was a director, officer, employee, or agent of the corporation or any division of the i corporation, against expenses (including reasonable attorneys`fees),judgments,fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action,suit, or proceeding if be or she acted in good faith and in a manner he or she reasonably believed to be in and not=opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding,bad no reasonable cause to believe ,his or her conduct was unlawful. The termination of any action, suit, or pmcceeding by, judgment,order, settlement,conviction,or upon a plea of nolo contendere or its equivalent., shall not,of itself create a presumption that the person did not act in good faith and in a manner which be or she reasonably believed to be in and not opposed to the best interim of this corporation and,with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatendd, petlding„ or completed action, suit by or in the right of the corporation to procure a judgment in its favor because he or she is or wase director, officer, employee,or agent of the corporation or of any division of the corporation,against expenses(including reasonable attorneys'fees) actually and reasonably incurred by birn or her in connection with the defense or settlement of such I E i arbor. or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in and not apposed to the best interests of this corporation, except that no of any claim,issue,or matter as to which such indemnification shall be made in respect person shall have been adjudged to be liable for gross negligence or wiljf�l misconduct in . the performance of his or her duty to this corporation unless and only to the extent that the count in which such action or scut I,25 brought shall determine upon application that, despite the adjudication of liability'but in view of all the circumstances of , such person is fairly and reasonably entitled to indemnity for such expenses which such.court shall deem proper. {e) To the extent that a director,officer,employee,or agent of the corporation or of any division of corporation has been successful on the merits or otherwise in defense of any action,suit,or proee�„ding referred to in p graphs{a)and (b) of this Section, or in defense of any claim,issue,or matter therein,he or she shall be indemnified against expenses(including reasonable attorneys'fees) actually and reasonably incurred by him or her in connection therewith (d) Any indemnification under paragraphs (a)and(b)of this Section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon adetermination-that indemnification of the director,officer,emPloyee, s because he or she has met'the applicable standard or agent is proper in the circumstance Mof conduct set forth in paragraphs (a)and(b)and as otherwise provided by law. Such determination may be made(1) by the Board by a majority vote of a quote consisting of directors who were not parties to such action,suit,or proceeding, or(2)if such a quorcun pinion to the corparatio is-not obtainable,by independent legal counsel in a written oi+ ExPenses incurred in defending a civil or crim.i3r l action,suit,.car proceedimi g.may be paid by the corporation in advance of the final dlspasitiarf of such a tzon,suit, or proceeding as authorized by the Board ofDirectors itz a particular case upon receipt or an undertaking by or on-behalf of the director, officer,employe, or agent to repay such amount unless it shall ultunately be determined.thaf he or She,is entitled to be indemnified by the corporation as authofized in this Article, M .The indemnification provided by this Article shall not be.deemed exclusive of any other rights to which those indeifraified may be entitled,shall continue as to a person who has ceased to bea director, officer, employe, or agent, and shall inure to the benefit of the heirs,executors, adIninis}raiars,axed personal rep3 esezitatives of such person. W The corporation znay purchAse and maintain am=-Atce-an.behalf of any Personw o is of was a director, ojicer, drhployee' of agent oft�e ccirparatian or any division of the corporation against any liability asserted against or inc,xrred by hirn or her in y such capacity or arising out of his or her status,as such,whether or"not'the corporation would have the power to indemnify him or her against such liability under the r provisions of this Article; Any such insurance tnay be procured from any insurance company designated by the Board. ARTICLE VIII INSPECTION OF CORPORATE RECORDS AND BY-LAWS SECTION 8.1. Irrsr3ectian of Corporate Recon3s. The corporation shall keep a copy of the following records at its principal ofrice. Articles or restated-articles of incorporation and all amendments to thein currently in effc�t, b Bylaws or restated"bylaws and all,amendments to them currently in effect; c)Resolutions adopted by the"board of directors relafirlg to the characteristics,quali5cations,rights,limitations,and obligations of members of any class or category; d)IM nates of all meetings of members and records of all actions approved by the menbers for the-past three years; e)All witten financial statements furnished for the past thr�.years as re4uired by law; A list of the nain�acid business or home addresses of its current directors and officers;and g} The most recent ani ual report delivered to the State of Hawaii. SETI�Id 8 2. section of It ectsi ds. A member or director is ent%tled`to inspect and copy any of the records sifieri i ecti.o3i•8.1 if the member ar ciZrector . Q'ives the corporation written notice or a witieti dematic at least five business days beef= the date on which the member or director wishes to in p ct and copy. Inspection and copying of records shall be as provided by law. Please nate: The law has substantially changed with regard to record beeping and is record fnspectiom These by-jaws, once again, do not purport to include all that ' required by law. i l ARTICLE IX �NDMENT TO BY-LAWS These 8k-Laws,and every part thereof,may�cm time to time and at any time, be amended, altered,repealed, and new or additional By-Laws may be adopted,by an aflirMative vote of the Board of Directors. ARTICLE X CONTRACT'S CHECKS 6tPd sIT§ANi7 FUNDS SECTION 10.1. Contracts. The$oard of Directors may by general or special resolution authorizd tfie President,any officers.and/or executive employees of the Corporation to enter into any contract or to execute and deliver any document, 'instrument,or writing of any nature in the name of and-on behalf of the corporation, and such authority may be general or confined to specific instances. . SECT ON 10.2. Checks etc. All checks,letters of credit, drafts, or orders for the payment of money,notes, or,other evidences of indebtedness*shall be .signed by such,officers and/or executive employees of the corporation and in such manner as shall from time to time be determined by general or special resolution of the Board of Directors. i I SECTION 10.3. Funds. 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 I0.4. Gifts and Contributions. The Board of Directors i . f i i i I on behalf of the corporation any contribution,gift,bequest,or devise for the maY accept general purposes or for any special purpose Of the corporation. SECTION 10.5. lnvestments• The Board of Directors, or any officer or agent so authorized by the Board of Directors,shall have authority to invest an unds of the Corporation in such manner and in such prope reinvest any frty or securities as a be approved by such officer or agent, and to change investments thereof from time to m y aPP time as may be deemed expedient. ARTICLE XI COTSFLICT OJ~INTEREST conflict of interest transaction is.a transaction h the t a orationinterei which a director,6fficer,employee or agent has a di-Tedor _ stricter The provisions hereinbelow are intended to supplement,tities as er other�ris F ded by conflictof interest provisions that apply to noupmfrt law. (a) Directors, officers,employees and agents shall exercise utmost d faith in all transactions involving the corporation and its property,and:they shall gam. comply with the strictest rules of honesty and fair dealing. They shall not use their . positions or information gained from such positions in any way to create a conflict P. between their interest and the interest of the corporation. (b) No director,officer,employee or vgent shall act in any manner which affects the corporation adversely. (c) No director,officer,employee or agent of the corporation shall t as favor which might influence his or her actions concerning the corporation' accept Y (d) If any director; officer,employee or agent prepares to undertake any transa coon,including new employment,activity, investmen#or other interest,for r' which there can be any doubt about the existence of a conflict of interest,the director, officer, employee or agent shall disclose the same in writing to the Board of Directors, A transaction in which a director, officer, employee or agent has a conflict of interest may be approved in accordance with law. Please note: Thee new nonprofit law provides specie provisibns relating to Directors but is silent as to conflict of interest for employees and agents. -There is a question as to whether an employee or agent should be able to engage in activity that creches a conflict of interest that may be approved by the.board of Directors. This needs to be discussed.' ARTICLE XJ1. ACCOUNTING YEAR The accounting year of the corporation shall be the calendar year or such other period as may from time to time be established by the Board of Directors. " " t � C A2 _ .�.Q C. a C m -je a-i 0EF - a �,•+ �� CCS �" 7 clo • �1 FLI w - -r= ccs CTS cCs JiE Cn FV . . ^' ER �-- o cin � an. , i I I i 1 a E&IBIT .B CERTIFICATION OF BY-LAWS BY SECRETARY OF WAIMEA PRESERVATION ASSOCIAT ON I HEREBY'' CERTIFY that I am the duly .elected, kualifed and acting. _ Secretary"af the above-named corporation and confirm that the ptle-existing`By-Laws Were duly repealed in their etigety and that the attached '-Laws,iiyWhded to-i_T4f rnent the new Hawaii Ndnprofit Corpdtatlbi s Act, effective Ju 1, 2402, vc drily d'apted by the Waimea Preservation Board 6kbirectors at its mee g of NovcfA66 k ;2002. ' 1 t i r Dace: ; ;` xmpioycr -=enriLzcac jQu Nus,va�z: 99-0301077 DLN. I- G53ROS74H22 WAIN A PREGERVATION ASSOCIATION Contact Pergon; PO BOX 5570 MICBAEL E 5EAI.g7 N iL# 31322 K2t t7ErA, KT 36743 ' ont*ct Telephone ldumbex; (877) 829-5500 Our Letter Dated.: Auguat 1993 Addendum Appl.%es NO EDeasc Applicant; I f This modifies our letter of the above date in which we stated that you E wo�dd be treated es an Organization that is rjos- a private foundation until the E expiratiOu of your advance ruli3ag period. Your exempt: status wilder sectjorj•5C11(a) oi~ the Internal Reveme Gone as as axgan.izati,on deacxJbed i_rk sectidn 501 (c) {3j is still in Effect. Eased o-a the information yoru. submitted, *rte have detezmined that you are x7.0t a private fcntndatipn within the meaning of erection 509(a) at t-hs Cade because you are an organization of the type described. in section 5o3(a) {1) and 37Q (h) (3.) (A) (vi) . Granvoxa and contributors may rely on this detexmixiation unless the Internal Reverxu�e '�exvice publ.ia4es notice to the contrary. .9"'ever, if you lose your section 509 (a) (1) status,, a grantor czr coatrzbutor may not xRly on thi.a det-exmixiation if he or she was in part responsible for, or ocas aware of, the act or failure t* aot, ar the subFtautial or material ctiange on the part of the oxga7niZati= that resulted in your losses of Such status, or if he or she acguixed knowledge that the tnternal Revenue Service had given requite that ycu watt7.d no longer be classified as a stiction 509 (?, (1) organiaaLicn, You are required to make your annual information return, Fnxm 950 or. Form 994-EZ, Available Zar public inspection for three vears after the later of the due date- of the xetttxn or the date the retu-rn is filed. You are also requ.ixed. to make• available far public inspactiOn your exemption app Aicatzon, any supporting documents, axed your exemzPtiou letter. Copiea of these documents are also required to be prclr2ded to any individual upon written or is persozl'rBquest without charge othar than reason-able fees for copying and postage. You may ftzlfi J 7 tkxi s xequi re-meat by placing these docur_•�ents on the Ixiterx et. Penalttj 8�,- may kbe imposed for failure to comply with these requireme-nts. Additional infotmaton ze available in Publt cation 557, `Fax-Exempt Status fav Your Clrgsnization, or you may call. our toll frees number shown above, If we have indicated in the heath-ng of this letter that an addendum applies, the adderhdum enclosed is an integral pari oft _s le4teL. F - Letter 1050 (E)G/CG) F 4