The URL can be used to link to this page

Home My WebLink AboutCOM 0601.030 2020-2022 i I I I i Ashley L.Kierkiewicz Office: 808 961-8265 Council Member Fax:(808)961-8912 District 4 Puna *;• ;+ ashley.kierkiewicz@hawaiicounty.gov 'rE 4F•�+,il i HAWAII COUNTY COUNCIL Hawaii County Building 25 Aupuni Street Hilo,Hawaii 96720 MEMORANDUM CD DATE: April 5, 2022 --4— TO: --4-TO: Maile David, Council Chairperson And Members of the Hawaii County Council t a y~ FROM: Ashley L. Kierkiewicz, Council Member . i SUBJECT: Bill No. 115 Additional Material I Please see the attached documents as additional material to be presented with Bill No. 115 during the April b,2022, Council meeting. a Mahalo. AKljs Comm. No Serving the Interests of the People o.f Our Island Ref. To: ci Hawai`i County is an Equal Opportunity Provider and Employer Ref. BateAPR — 6 2022 April 5, 2022 Honorable Maile David, Chair County Council COUNTY OF HAWAII 25 Aupuni Street Hilo, Hawai'i 96720 Honorable Chair David: Subject: Waikoloa Foundation -Kumu Hou at Waikoloa Bill Nos. 112 and 115 Please find attached a copy of a Written Consent(hereinafter referred to as "Resolution") adopted by the Board of Directors of The Waikoloa Foundation on April 4, 2022. The Resolution outlines the intended actions of the Foundation as outlined in its Exhibit A. You will note that the fourth paragraph of the Exhibit articulates all of the representations made before the County Council relative to the source of the Kumu Hou Endowment Fund and its intended distribution. Subject to the Council's approval of Bill Nos. 112 and 115 which would then set the funding mechanism of the Foundation into motion,the Foundation intends to adhere to the actions outlined in Exhibit A. Further, in the interest of transparency, the Foundation intends to include a discussion of its activities covered by the Exhibit in the required Annual Report to the Planning Department. Given that, while we have no objections to the inclusion of the Foundation's representation as a condition in Bill No. 115,please note that the Foundation intends to live up to its representations as contained in the Resolution. We will be present at tomorrow's Council meeting to answer any questions the Council may have on this matter. Thank you very much! Sincerely, r� cd7 CARY BOEDEKKER, President THE WAIKOLOA FOUNDATION Enclosure 3 I Copy—All Councilmembers w/enclosure via email 3 3 3 3 Enclosures Copy—Honorable Ashley Kierkiewicz, Council Planning Committee Chair w/enclosures Mr. John Plunkett, Waikoloa Land Company via email 3 i 3 i I i i i i I i { i EXHIBIT A Re: Approving as proposal to accept certain charitable donations WHEREAS, Waikoloa Foundation (the "Foundation D is a nonprofit corporation organized under the laws of the State of Hawaii, and an organization exempt from tax pursuant to Section 501(c)(3)of the Internal Revenue Code of 1986,as amended; WHEREAS,the Foundation is managed by a boar of directors(the"Board"); WHEREAS,the Board understands that Waikoloa Land Company,Inc. ("Waikoloa Land")has proposed the development of a residential and timeshare project known as"Kumu Hou." Within Kumu Hou, 900 timeshare units would be developed pursuant to the Kumu Hou Project District(the"Project")which,if approved,would be developed on a pottion of the land on which a golf course familiarly known as the"Kings' Course"is currently situated; WHEREAS,Waikoloa Land has approached the Foundation with a proposal pursuant to which, if the development of the Project is approved,the Foundation would establish a fund (the "I(unuu Hou Endowment Fund") into which a portion of the timeshare unit sale proceeds of timeshare units within the Project would be donated,subject to certain agreements and understandings regarding the use of the donated funds for the furtherance of certain identified charitable purposes; WHEREAS,in particular,Waikoloa Land has proposed that two percent(2%)of the gross sales proceeds derived from the first-time sale or resale of any residential unit or timeshare interest in the Project would be donated to the Kumu Hou Endowment Fund,to be administered by the Foundation,and that of such donated funds at least twenty-five percent(2501o)would be used by the Foundation (directly or by way of grants to agencies or qualified organizations) to support the County of Hawaii's affordable housing and/or visitor destination management initiatives,and at least twenty-five percent(25%)of which would be used by the Foundation(directly or by way of grants) to directly or indirectly support water and/or community related needs or sustainability projects for Hawaiian Homes Commission Act projects within the South Kohala district, with the remainder of such funds to be used in accordance with applicable law and the general charitable purposes of the Foundation; WHEREAS, fiurthermore,the Board understands that the establishment and funding of the Kumu Hou Endowment Fund would also impose on the Foundation certain reporting obligations with respect to the Foundation's expenditures of Rinds for the specific purposes identified above; WHEREAS,the mission statement of the Foundation is: to steward the precious cultural and environ1nental attributes that snake Hawaf`i unique. The Foundation preserves the archeological and ecological resources of the past, while supporting the advancenient and education that will benefit both the `aina and `ohana of this c0112n unity for generations to collie. 1 9213644.3 i i WHEREAS,the Foundation has consulted with certain advisors,who have provided for the consideration of the Board the following principles to guide the Foundation in its service to the community: • He ali'i ka dina, he kauwd ke kanaka. The land is chief;man is its servant. Land has no need for man,but man needs the land and works it for a livelihood. ['01elo No'eau#531] • 'Aohe harm niti ke alit Va.No task is too big when done together by all. [Olelo No'eau 142] • E kitahui like i Ica Kana. Lot everybody pitch in and work together. ['Melo Noeau#323] • Pflpflkelhi i holoinua.Unite in order to progress. ['01elo No`eau#2758] • Hookahi ka 71au like 'arta.Wield the paddles together. Work together. ['0lelo No'eau# 1068] • Ma ka hana ka Ue. In working one learns. ['01elo No'eau#2088] WHEREAS, the Board understands that the establislunent of the Kutnu Hou Endowment Fund may involve increased compliance costs, and that the Board's fiduciary duties to the Foundation require that a detailed review be undertaken by the Foundation's legal and tax advisors to determine what new procedures and policies, if any, should be adopted in connection with the receipt and administration of the proposed new funds; WHEREAS, nevertheless, after due deliberation and consultation with its advisors, the Board has determined that the establishment of the Kumu Hou Endowment Fund is consistent with the mission statement of the Foundation,and intends by these resolutions to declare its support and approval, in principle,of the establishment of the Kumu Hou Endowment Fund, subject to the y ti rn policies, satisfactory completion of all necessary reviews f the Foundation's s gove ing documents,ts, and procedures,to ensure that the Foundation and the Board are at all times in compliance with their respective obligations under the law. NOW,THEREFORE,,BE IT RESOLVED THAT: 1. The Board hereby approves, in principle,the establishment of the Kumu Hou Endowment Fund. 2. The officers of the Foundation are authorized and directed to retain such consultants as may be necessary to review the detailed particulars of the Kumu Hou Endowment Fund,to ascertain the effect, if any, on the tax-exempt status of the Foundation and on the tax and other legal compliance obligations to which the Foundation may be subjected as a result of the implementation of the Kumu Hou Endowment Fund, and to report to the Board the results of such review and the recommendations of such consultants in connection therewith. 3. All prior lawful acts taken or caused to be taken by or on behalf of the Foundation by the Foundation's officers and/or authorized agents, including,but not limited to, any and all acts taken or caused to be taken in connection with the foregoing resolutions be, and hereby are,confirmed,ratified,adopted and approved as the acts and deeds of the Foundation. End of Exhibit-A 2 3 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF WAIKOLOA FOUNDATION WHERE,AS, Section 414D-414 of the Hawaii Revised Statutes, as amended, and Section 5.6 of the By-Laws of WATKOLOA FOUNDATION {the "Foun(latlon"), provide in part that any action required or permitted to be taken at any meeting of the directors of a Hawaii nonprofit corporation may be taken without a meeting if all of the directors sign a written consent setting forth the action taken or to be taken at any time before or after the intended effective date of such action, WHEREAS, the undersigned, being all of the directors of the Foundation who would be entitled to vote upon the action hereinbelow described if a meeting of the directors of the Foundation were to be held for such purpose,desire to dispense with said meeting and vote of directors and desire to consent in writing to the corporate actions described in Exhibit A attached hereto; NOW TIIEREFORE, the undersigned, being all of the directors of the Foundation, hereby consent in writing to the corporate actions described in Exhibit A_attached hereto. The Secretary of the Foundation is hereby directed to place a copy of these resolutions in the minute book of the Foundation. This Written Consent may be executed in two or more counterparts,each of which shall be deemed an original. All counterparts shall be eonstitied together and shall constitute one Written Consent. This Written Consent may be executed and then transmitted electronically or by facsimile transmission,with signatures transmitted electronically or by facsimile having the same force and effect as an original signature. DATED: ti 1 _,effective as of t � ,2022. I nkett,Jr. Cary oeddeker Scott Head 9213644,3 i