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Home My WebLink AboutCOM 0122.021 2000-2002 Stephen K Yamashuo Hany A Takahashi Mavor Drrector COUNTY O~ ~ii~k1Kd41`I DEPARTMENT OF FINANCE 25 Aupum Suvet, Room 118 • Hilo, Hnwui %T20~252 (808) %1-823d • Fu (808) %I-8248 HAWAII COUNTY NONPROFIT GRANTS (FY 2001-02) HUMAN SERVICES NONPROFIT GRANTS REVIEW COMMITTEE FISCAL YEAR ENDING June 30, 2002 DA'I'S OF ApPLICATION.1 - 2 3 - 01 GRANT APPLICATION FOR Therapeutic Enhancement Project thoQ.¦ TrM) Legal Name ofOrgam~ation: Hawaii Community Health Service Mailing Address P.O. Box 1535 Hilo HI 96721 Faculty/SiteAddress• 154 Holomua St Hilo HI 96720 Duector/Site Manager: Sheri-Ann Daniels OrganizationProsldent. Louise Funai ContactPenon(CrtantWrita): Sheri-Ann Daniels Amouut otRequest for Couuty Feuds: 5 151 .988 Total Annual Budgd ofOrgenizahon; S2, 351 , 034.00 (estimated) Hes the applicant applied for any other fords from the County of Hawaii this 5scal yast? ? Yes SouccdDepartment: ® No Agency/Prograu>(s): ~ Social Services ? Youth Programs ? Elderly Programs Check Categonea: ? Culture e~ ARS ? Educatton ? Other BrietlY, deflne the program for w~Neh funding b bdng requested: To provide psychosocial rehabilitative activities for individuals ~+~^^~~~3 with serious mental illness and p3rtic•i~~Q in Assertive Community Treatment (ACT) services in East Hawaii. Comm. No. ! •Z 2 • 2 I _ Ftile No. BuD -I F?.sMtnO I}SED c Ref. To: Ref. Da+.. FEB_2_ I. QUALIFYING STANDARDS FOR APPLICANTS An applicant must meet all of the followtng standards ? Be chartered or otherwise authotued to do busmesa m Ne State for chantsble purposes and exempted from the federal income raz by the Internal Revenue Sernce ? Have a governing board whose members serve without compenaauon end have no cotiflict of interest between theft regular occupeuooe and the servtcee provided ? Have bylaws or pohcta which deecnbe the menaer m wroth buaiaeas is conducted, mcludmg management, audit, focal pohcia end procedures, policies on nepotism, and pohctea on maoagtsaent of potentul contltct of enterer ? Have at lent one year's expenrmce with the semee or activity for which the appropnaoon is sought or can otherwtee demomtrue m the ewsficnon of the County sufficient expertise m uucaefuUy carry out the sernce or activity ? Be licensed and accredited m accordance with applicable tequiremenn of Federal, Spate end County laws II. GRANT CONDTI'IONS The applicant agrees to comply with the following terms and ~tidttions prior to receiving a grant award A. Comply wrt6 eppbcable Federal and State laws prohibtnng disctunraenon agewt say person on the bests of race, color, nanotiel ongm, raltaio0. geed, sex, age, or heodic~p. B Agra not m tae .ny public fimde for ptupoaee of imtertatnment a perigiwita. C Comply with such other requusmmn ore the Duecmr of Ftwnce may prewibe m eiiaro adherence by the nonprofit orgsnizetion with Federal, State, and County laws, and anbhshed anodards for fiscal and program management D Allow the Direcmr of Finance, the committees of the wuocil and their staffs, and the Legulenve Audimr access m records, teptirn, file, and other nLtad documttnis m order that the program, meaags®ent, sad focal prachca of the nonprofit orgaoizetion may be monitored and evahuted m asnue the proper and effective expmdinue of public [ands III. RECORDS AND REPORTS A. The applicant shell follow genaelly accepted accounting procedures and prechca and shall mamtem hooka. records, dacumtmn sod other evidence which suffice®tly and propaiy accamt for the eitpeorhttue of Catmty tuiids. The hooka. reeoeda and doaimann shall be eublact or all reewoeble ttma m iospecnon, reviews, a eudin by the County expending agency, the Director of Fineoee, and the l:.egislabve Auditor, or by their representanva B The County ptpeadmg agency, Director of Finance, or Cotmty Cotiocil may roquat periodic written reports on the ua of County foods. C. The nonprofit orgewation shall submit a final wnttea report m the I.eguletive Audimr within euty (60) days after luxe 30 of the heal year. The report shall include m explaaenon of the public beoefin derived from the awerdmg of the grmt, a luring of other fitndmg saucy and .mains obtained during the gnat period, and a complete eccouataag of all ta~enditures supported by Camty of Hawaii gent funds (Per Chapter 2, Artule 2s, Section 2-142(d), Haweu County Code, amended August, 1999) -2. IV. QUARTERLY ALLOCATION Under no cucumatances shall grant funds be drbursed m a lump sum payment Grant funds wrll be disbursed to Grant«s only through a quarterly allocation process The dubrusement of grant Duda cart be formulated on an equal quarterly apponionmemt basis V. GRIEVANCE PROCEDURE The applicant will adopt and memtam a gnevance procedure to assure proper accouatmg for any concern and complamis about ru program or aervtces that may arse from iu member, employaea, clienu or Gom other member of the public Vi. DISCLOSURE OF INFORMATION All utftmautton, data or othc marginal provided to the County by vtttue of this apphcrmtm shall be sublxt to the Uniform [nftxmatton Pnchce Act (USA), Chapter 92F, Hawui Revved Statute. All such tnaterul u Seemed government record and shall be opera to the public and may be provided to other public sad/or pnvate Gudmg sources VII. CONTQYUED ELIGIBII.TfY Any applieaat or reelpknt who withholds or odb any materW taco or ddlberately sirepraenb sash facb to the Coanry of Ilawall shall: (1) Immeduuly be disqualified from txnuderwon fa Ntmprofit Grant fumdmg; OR (2) be m vtola4txi of the terms of the Gant Apamnmt of County Grads m whieh sae a grant agma®ent tun be terminated by the Ctwnry a~ the rectpaent tx provider may be liable m remtburae all or a portion of my funds received thetem VIII. ACKNOWLEDGEMENT Hawaii Community Health Service (Legal Name of Organwhan) herebyagraatoadmmuterthe Therapeutic Enhancement Project (Propam Tkb) in accordance wrth the reguLnona, policaa amd procedure prmenbed by the Hawari County Finance Deparmrent. Dutnbunon of grant Grads u ltmtted to gtwtea whteh are m complitoee wph Ctnrrty rogtrlatrons, pohcia and prt>rxdrrres. The County reserves the right to wrthhohl Braaott tliambutiona at say time the grandee u not m compluoce. It u the pohoy of the Ct>,mty of Hawau and Gx thoaa who tb buatrasa with the County to provde equal employment oppoArmitta to all persons re{atdlaa of race, physical diaabtlitta, color, mltgieo, sat, age, or tWronal ottgm r maodaeed by the Fedmal Civil Rights AcU, as amended, and any t>Ahar Gdenl tx state laws relating to equal emphrymmt tippartumida. UL AMENDMENTS TO THE APPLICATION/EVALUATION The epphcemt word flat rt wrll wbmtt to the Human Sernt:e Nonprofit Grano Review Committee (HSNPGRC) for pnor review and approval a trotter regtaest and ~whfitution for any chaoga, additraos, a dektaona to say portron(s) of the grant apphration tx a duly executed Gram Agr«maot of Cormty Fonda. The applicwt whll cooperate and wut m a~ effort utdertalum by the HSNPGRC W evahtate, inspect or t>rlrmwiae mtartttx the eff«uvertas, feastbehty, andlor coat efficteocy of auy and all practrca, policia sad psotudurea or acnvtnes pursuant to this alaphcauon or any grant tlaigtuntm or sllocatton txetved e • molt of dais application. -3- X. AUTHORITY AND CAPACITY OF APPLICANT The applicant certifies that tt has the authority and capacity to develop and submit this applrcanon, and to fully administer the Program(s) pursuant to thu tipphcauon UNSIGNED PROPOSALS WII.L NOT BE ACCEPTED! Signature of P enUChnrpetson to _ /-1S~^~1 St o ecunve DtrectodMaoager Date -4= PROGRAM/SERVICE DESCRIPTION A. Ovarviesv: 1) Describe the prograrw jor whleh janding is bring regaated7 The program to be funded will be the Therapeutic Enhancernart P%lect, which would include the creation and implementation of social rehabilitative activities for severally mortally dl charts currently receiving services through the Assertive Community Treatmart Team (ACT) here on the Island of Hawaii. 1) What wnigne or signl~lcant service will be providcdT The services that would be implanantad and provided would include, but not be lunited to, socially structured activities within the communrty (i e., excursions), supemsed thaapeutrc activities (i.e., computer class, arts & crafts, cooking class, rending hour, do urdeperdant living skills) and groups providing information regarding mental & behavioral health issues. 3) What sptciJlc oatrnnaes are to be aehkvedT The following are the outcorrres eaWrlishad for the Therapertic Enharrcanart Projxt. a) That a mmunum of l0 chetits will be provided services at any given time; b) That a murimum of 90% of the charts saved will be satisfied with the services; c) That a minunum of four (4) comnurnrty activities be schedu4ad every month; d) That a minimum often (10) hours of social rehabilitative activities be provided on a weekly basis; e) That s minimum of five (5) hours of activities be provided to consumers residing within each of the agarcy's residential facilities. How will tllre proposed prograne empower Partlc?Pants/ellena to bacons selj- sw,~7eJtwt and jaclUfaGe posllive social changef The Therapeutic Enherrcerrxnt Project will allow for the participmts to be actively irrvolved and engaged m social activities on a daily basis, which for most clients serval is curterrtly unavailable due to lack or nontrristerrce of resources for this unique population B. Prnbktta/Need: 1) What 6 tht proNen?ieeed the proposed progwrw is de*(gnoted to meet! The need drat will be addreaaad would be establishing structueed daily adivities for clierits that may not meet the criteria for or wort to participate in other day programs within the canmunity. 1) Who Ls the target popataNon awd what are the speclJk nttdsf This project will service the chronically mortally ill curraitly participating in Assertive Cotrununity Trcatmart (ACT) services in Fast Hawaii. 3) What aro the geographka/ arm(s) fo be sertrd, and bows ojoperaAlonr The areas that would be saved would be clierrts living on the east side of the island and will be operational from 8:OOam-4 OOpm, Monday tbro Friday aril including holidays C. CoYabontion/Coordination: 1) Wket spedJlc assaratw wlp be taken to collaboratdcoordbuote with other rntssrttrnity resortmr to aebieve nsaxlnrant program e,(jltiency and rnst ej)'aMivewessT The projoct will provide brochures and monthty schedules on program actrvrties to ACT case managers and also the other community resources that service this specific population. 2) How wl!/ tbese nseasa?ier ndaee or rJindnate any ads!!wa daplkatJon of services to yoar dalaamte fatgd groapT Then are currentty rto existing services of this mature that target this spxific population within the community. D. Gosda and Obiectrvea: 1) Wbat errs the nss)orgoaLs/bendtnevks of theP~Pas~Proi~T a) The devekrpnkat ~c initiation of therapeutic goals for community mtegntrorr sad living for the client; b) Increased irrdeperderrt living skills developed in conjunction with the staff member do client through treattnerrt Planning 1) What speclJk obJedlves/actfow steps arc p/anwed jor ascb godT a) Develop trratmerrt plans, client activities, and program materials for client use, b) Implementation of activities; c) Evaluation of activities & goals by staff, diems, and atha community resources involved with client trcatmart. 3) Wbaf is fbe tlnsrlbse (start and and data) jor atcb adbw stepT a) Planning: This phase should be completed within 3-4 weeks and will be used to develop activities and utilix chart-ceotand therapeutic models to berter enhance the service delivery. b) b??Planartstia? dr Activities. This phase will begin immedistely after the planning is complete, staff hirod end clients scrextred for participation. Time6~ame of clierR imolvemmt iv appros:iarstely 3-6 ntorrd?~ and will be evaluated on a case to case basis. The program will be funded for one year and additional funding to enhance end sustain project will be sought. c) Evahuation: This phase will be conducted throughout the project through surveys completed by the clients and at the end of project with a mail-out of surveys to the community for feedback purposes. Wbot slgnlJlcant client-centered ontrnmes(s) w!/! the progrrurr aclYleveT e) Increased participation in social 8c therapeutic activities; b) Empower clients to better understand behaviarol health issues; c) Teach cheats skills to bettor equip tbern for cannmmity living dr improve social, emotional and family relatiariships; d) Provide this specific population with structured daily activities targeted at individuals who may not engage or participate in other community based programs; E. Service Deliverv• I) Wkof naetModo/ogy will be used in fkt proposed program's delivery of servier(s)f This proyxt model will be based in aclient-tattered approach as well as uhlizing behavioral modrficatan to tau:h the client to urrdastand that then behavior will ertha have a pasrtive or negative effect on their lives F. Evaluation: I) lWkar process wit/ be used fo evduafe fke program and service(s)T The project will be evaluated on a rrwrttltly basis through pea review at?d through consumes satisfaction surveys. 2) Xow wiU fkLt proaear eaearure Nie ouaroaaa specykd !n Iftm D, (I~)T Through the use of outcome measures, wo will be abk to keep data information to be used to ~e a adjust the servitxs provided. G. Ptoanm Fees• 1) Doa you. organiurtion ekarge a nrenrberskip jee jot serriee partlc~pentrt We do not charge a fee of aervia to cliertts serviced through our program. Our agency is non-profit and only taceivea funding through grants and contract services. 2) Does fAre propossd proaronr ckarge pareiciparrtr a ja jo? savkx(s) provided by your orgeaktttionf No fee will be charged for this proposed program. H. Viabllity: I) IYkat !s your jusdJJadlon or rnNonalr jot fke espaedkurr ojpxblic funds jot fkt proposed p?otroarT By teaching these individuals skills that improve 1heQ overall personal ro4tioavhips and behavioral heahh issues, we are taking the initistiva to roduce 6oapihliratiot?c and/or incarcerations in this high mainteoence popu4tion. This is accomplished through aohancittg dt utilizing currant community-based savioes. Mainly, the county will be io the Fora-front of being pro-active m providing mental health based services for aduss with chronic rrtmtal ilhtess. 2) R7Yat err yorrJlaawtiaJ and proanawaafk p/av fo sastdn fke p?nposed P^a8naiw kPond fke ~ yrarf With the utidal need money w be Provided through this grant proposal, future Project tutding will be sought through both govaromeot ~ other great sources. This Project is the beau for a more well-rounded therapeutic approach std if the initial Project meets its goals end future funding securod, the overall project will be davekrped to include morn group & individual therapy options. I. ~udteel: I) Complete fkr attacked Bua'gd fabler, and See attached forme. 1) Provide epproprk+fe affacknapKs, os indieafed See attached forms. ORGANIZATION/AGENCY INFORMATION A. Board of Directon• 1) lfa:s tltr orgawbaNan's Boord ojDlredors irea?rd joraaal haining witkin dte Past rwo(2) Jlsed yearsT There is currently rro formal trauring scheduled or provided for the Board of Dvoctors. However, there aro plans to formulate and unplernent tremings with the Board members. Hawaii Canmunity Heahh Service was formed July 1, 2000 and the current Baud members are relatively new to the positions. a) Wbaf plans do yon Gave Jo provldr jornas! ha4ring to your earrent board ojdirnctoraT Within the next few montirs, a training schedule will be completed and presented to the Board of Directors. The training wiU include providmg than with infornrstiom an the agency, the clierrt population in which serve and monthly trairrurgs offered to the staff rnernbers as kerning tools for the Board members. b) When wl!! tbt nez~ board hainiwg bt eonQldrd7 Trainings will be oo-going, herwevx the initial informstiaml training session will be canpkted by the end of the year. c) How w!U you proved jonraal tnin6ra to newly anlvLg board nrmbers or board nrenr8rrr wiw ndss o sebeadrled trobdngT A sign-in sheet will be available at all training activities end each nranba unable to attesd will receive information on the topics ducussad at tfie trcinings. WiFat err fbe primary roles and rrspowslbilif!<S ojyonr organluslon's Ezecaah~e DirntorT Our agency Exxutrve Director k titled Prosidart and thrs individual is resaponsibk for the overall momitarurg and periodic ervaiuatioat of all programs operating order Hawau Community Heahh Swica It is alto the duty of the President to assist in the formulation & devclopmart of programs and tuttdhrg options. 3) R7ra< an NYe primary roles and rrsponslbilklea ojyour organlsallon's doa?d of DbYexorsT The Board of Diroctas assists the President in monitoring and overseeing the overall compliance towards our goals R missions m providing services to the axnmunily. They review budgets and will re>viaw & decide on any expansion of program services. Since the Diroctas arc people from the cowmunhy in which we serve, they also provide feedback and input to the needs of the cammunities. B. Past Petiottnane:e: 1) Aow t,Q'eeaB?~r bos yaMr orsanlearbn/agewey ban /w arJYlrvlwa proarorw goofs by NYe past law (2) fisnryavsT Inclyde the fdlowing information: Hawaii Community Hesrltlt Service was farmed on July 1,2000, however, the swiss have bom provided since January 1999 under Herlpimg Bards Hawaii. a) QrranWaNvr data on nambtrs served; and Since January 1999, the ACT Team has provided intensive case nramgarrad dt crisis services to approximately sixty-five (65) individuals referred to these services via Hawaii State Hospital discharge, Adult Modal Health Craters, and/or community jails b) Qaa/WNro data sbowing nnne6er and ?G parNciparrts achieving measrrabie oatcoma. Of the 65 odividrrals saved, approxunateiy twenty-four (24) consumers wen referred and discharged to a lower level of care within the conurrunily. Of the active clients currently within the ACT program, nearly 90% surveyed were satisfied with the quality of service and completion of individual treatment plan do goals. C. 1) Have yore organizaMon's cnnrnr program operations re+waincd Mrs same the /ad ytart R'baf nrJor program orJinoncid aranaa wlU k hrcarrnd Hoof yeart The programs within Hawsu Community Heahh Savior have been operating since Janwry 1999. Hawaii Community Hearth Savior, formally Helping Hands Hawaii. was renamed in July 2000 in order to provide betty quality service and to focus on the expansion of outer island opaatiore. 2) 1{7Yoi Lr Mrs sle/as oja!/ your organization's major cowhactr or a~gnements jor Mrs conrGrgyeart Currently, all carrtracta within Hawaii Community Hearth Service have been awarded for a minimum of another fiscal year. Hawaii Community Hearth Service has been designated by the Mattel Heahh Division to provide all ACT services statewide. 3) Bow does the propaaed program jit Into yorr organizotion's long ^a+rgc JLasncia/ plant The proposed project will enhance the queliry of service for the currad ACT Program and will allow us to be more viable in retaining the current contfacts. D. Moritorira• I) Drrrhg Mrspasrtlwo (2)Jiual years, whafJhrando/ and/or admini'ur~ive annUwhg ho yaw orylrahafiow nealradj~ any sad all jrrllRg sowaest Hawaii Community Hahh Service was reoamly formed m July 1, 2000 and during tore month of Ocooba, roceivad monitoring by the State of Hawaii Deparhmnt of Aduk Modal HmMh Division on our curterd contract The a8mry alw conducts irdaoal Qualify Monitoring far all programs on a monthly basis. E. AkoboL Tobacco erect Dfv:-Eros Worlmlrace Potlcia and Irforeaatbr: J) Bow doer yore orgraduffon aAirrsr aleohai; lobrcc% and artier drrg prsvenfbn hrfornaatlow dianrJnoHoa ro part of your worAplacs saed~or program arrlronaaenff The agawy provider monthly staff eohancernatt trainings and meetings that may addroas these issues. The agmey also rocogoizea and encourages saffto meet irdividualty with curtest supervisor or the Human Resources Departrnmt. •Y•]t Stephen K Yamashvo e• ~ 5 a Harry A Takahashi Mayor y . 1 Dvecror ~ COVl\ l I ~F ~~~lal DEPARTMENT OF FINANCE 25 Auputo Stnxt, Room l ! 8 • Htlo, Hawatt %7204252 (808) %1-8234 • Fu (808) %1.8248 HAWAII COUNTY NONPROFIT GRANTS (FY 2001-02) FINANCIAL QUESTIONNAIRE Please include as an attachment an explanation for all "NO"answers to questions #1 thin #1 I below. Yes~N~o/ I~ I . Has the agency operated continuously for the past three (3) years? ? ~Q-,/ 2 Has the agency operated with a positive cash flow for the past tlvee (3) years? ? LvJ 3 Does your Board of Dvectors approve a detailed cash flow budget before the beginning of each Hscal yeaf? ? ~ 4. Do your Board meeting minutes show that quarterly financial statements ere approved? ? ~ 5 Is your equity balance at least 20% of your Total Inability balance? ~ 6 Is your Total Cun:rttt Asset balance larger than your Total Current Inability balance? LJ ? 7 Are bank reconciliariooa and accounnng performed by aameone other than the check srgnatory? ? 8 Are you fiilly insured for the agency's vehicle(s) and building(s)? C..~ 9 Is your Workers' Compensation at least 2% of payroll? ~ 10. Are you current (nondehnquent) on all payroll and payroll tax payments? l 1. Is the agency free of my pendrrtg lutgaUOn, liens or judgments? ? LJ 12. Within the past 12 months, has the agency applied for vendor or bank crodit and was datied credit? If yes, please explain. As the grant applicant, I cart fy that the agsney has sattsjacrorrly responded m each ojthe above questions and aplalnrd as needed I hsnby comfy that this injornuttion is true and correct tq the bent ojmy knowledge. Agency' Hawaii J:oirmunity Health Service phone: ,934-8708 p~~by Edward Wong, GFO s Pnd Name?i S, ~ Due Louise Funai, President Certified by: ~ Pnnt Name or F~eeuCve Daeobr S' O V Of N A W N r R 3 ~ m c ~ n N i Z _"I ~ yl w _•1 Y :•I 2 _i m yi ~ 1 ~ Z D ~ ~ n ~ n e n` ~ n ~ ~ o n n ° a y 5 i~ _ 77 ~ H C H r ro Qb~ !n k1 D .y N ~ ~ M rt 3 fD O ~ 44 2 - by W N H r• M W O ~ a3 ; ~ m o m x n i w H ~ pp x w x r• w N ~ 3 ~ O 'N Z ? O za A r"u ti m w m w] a ~ ~ x z~ a a r rr o o ~ a a m H a r• a a £ a S N fD f~D w N T fa,. 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W A 'f p7 ~ O O O O OOD ~ O c, m ~ ~ ~ ~ O --i ~ n < ~ -n d > C ~ -n w r ~ 4 c ~ n c o a ~ ~ o ~e ~ 0 3 a m c a ~ a .a a n m n n ~ 2 -u n o s ~ = n. n ~ o A C n ~ ~ 0 3 n ~ H ~ m ~ e w mm~ O 2' D ~ A~ ~ c a ro m m L] o r ~ ~ 5 ~ ~ ° d = D ~ ~ ~ ~ ~ 1 n = 3 A 2 m n ao m = q x d d m E J'. ~ n S 3 n ~ C3 ~J ~ N C In O N ~ ~ e+ 7 N pC ~ n b ~ ~ ~ S N g H c m ~ s ~ a ~ <W a r o ~ m Za y 0 3 m Q m i N a ~ w ~ m 1 ~ _ ~ A S W - A ~ ~ ~ - ~ ~ C ~ m n n, ~ ~ b ~ • , r Y ~ e+ Financial Questionnaire Explanation Attachment In regards to Questions #1-6, Hawaii Community Health Service, forn~erly Helping Hands Hawati, was formed July 1, 2000 in an effort to develop more effective the neighbor island operations. First financial audits for Hawau Community Health Service will be completed in 2001 for the period of July - December 2000. FORM A! ATE OF HAWAB -DEPARTMENT OF TAXATIOr. tR~•'"9°) TAX CLEARANCE APPLICATION PLEASE TYPE OR PRINT CLEARLY POR OFFICE USE ONLY 1 APPLICANT INFORMATION: (PLEASE PRINT CLEARLY) BUSINESS START DATE IN HAWAB ~ APPLICABLE ,gppr,~a„I HAWAII COMMUNITY HEALTH SERVICE 0 7 / / pp HAWAB RETURNS Fp.ID AddrKe 2100 N. Nimitz Highwa ffAPPLICJIBLE bM! 19_ 19 I9_ ~Coas Honolulu, Hawaii 96819 STATE APPROVAL ST Dee rr Trade Neme r ^ Sl_`^ ~t 1~,__,^~ `{r ~ ~F `1j 2 TAX IDENi1RCAT10N NUYBeR(Sp r J HAWAR 3ENEfi14L EXCISE ID • 1 0 6 3 8 8 6 0 `r %MIl'J ? ~ Qd~ FEDERAL EMPLOYER ID 1 9 1 - Z 0 1 5 2 5 7 ~ r! socw. sECURTTY a - - I ICE s APPLICANT p9 A/AA7: (CHECK olar oNE Box) APPROVED ? CORPOFiATK7N ? S oORPORATION f3 TAX EIfF'M'MPT OROANOaTKIN , ? wonnouAL ? PAitTNERSHp ? EsrATE ? rRUSr #4v t 6 2000 ? LIAKTED LIABILITY coMPANr ? UNITED LIABILITY PARTNERSIeP J .I. THE TAX CLFAw1tICE IS R!WlRiED Wit ~ PacxSaNorthwest >rxl an, courrrY, aR srATE covERNMENr coNTRACr w HAWAII • ? LKXK~R LICENSE • O~tTpRID_ aorr siw~ ? REAL ESTATE LICEM4E ? CONTRACTOR LICE?6E O Bulx SALES f, ; ' =i ~ ' 1 ? FlN1wC1ALCLOSIN6 ? PROORESSPAYMENT ? P£RBONAL ? HAWAII STATE RESIDENCY ? FEDERAL CONTRACT ? LOAN r' ~ ? SlSOOHTAACT ? OTHER i l ~ t,~a -I -W6A/PIiOVAf.S'GWtl14K/l/~40Sf11p^.O®aVASrHi.Y[ ~ i `!^i ~~1 • , S. NO.OFCER.TNaEDCOPIESREOIRifZTED•. ~ ~ •~~^l,;;`]~,rr .1 ' 6. ~~at~rov. Louise Funai P.rE5ldent - • PRINT NAME PRINT SPECIFK: TTnF: Corpaab Ollaar, GarIMa1 Pararr, YdNdld (Sob Proglab~ I November 1,200p 80a 536 - 7234. c808 )536 -7237 NATURE OATS TELEPFIONE FAX POWER OF ATTORNEY. M suhrtllhd by aomeorr atlnr errr a Corprxab oAoer, ow»ral ParYrr, a IrdMAral (Sda Pmgfabr), a powr d aBOnry (Stab d FlaMil Deprarrllt d Talon Foan Nbb) must ba wAIrMMd ailr fie appBOron N a Tax CMrarrca Ie rrrgltratl Tam to 411ert~1 Rwerxre Sent. IRS Form M2T, a IRS F'am 9BIS Y abo naiad. Appaabf~ aeenibd MEqut PraP!r MrwaMraron NB ba can bM addiaaa d ncad Mlh a» bxlnp auhalty. UP?SIONEO APPLK:ATKXib WRl NOT BE PRDCESBED. ,1 PLEASE TYPE OR PRINT CLEARLY -THE FRONT PAGE OF TNIB APPLICATION BECOMES 7HE CEATIFlf.ATE UPON APPROVAL SEE PAGE 2 ON RlVEASE i INSTIIUCTONS Faiure b pavrde raa~rad hlanrtlon an papa 2 d tlis applk~tlm or ae required n Ihs sePUale nsaUCbdts b Wa appYeaOOn „r reautr h a deNd d au lax paararrce regrrat - (Pape 7 d~ • F.xnlanation for Form 990 Helping Hands Hawaii began providing services to the Island of Hawari mentally ill population since January 1, 1999. Due to the expansion of the agency's programs on both the neighbor islands and Oahu, Helping Hands Hawaii restructured. The outer islaad programs, Hawaii 8c Maui, were placed under a new agency, Hawaii Community Heahh Service on July 1, 2000. Since Hawaii Conanunity Heahh Service is considered a newly formed agency, financial audits 6t documentation will not be available for the fiscal year 2000 until mid-2001. INTERNAL RfiVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number Date. APR 1 4 1oDO 91-2015257 DLN: HAWAII COMMUNITY HEALTH SERVICE 17053033015020 C/O JOHNNEL NAKAMURA Contact Person. 1000 BISHOP ST STS 1200 KENNETH N REINHARDT ID(t 31385 HONOLULU, HI 96813-0000 Contact Telephone Number: (977) 829-5500 Accounting Period Ending: December 31 Form 990 Required: Yea Addendum Applies: No Dear Applicant: Based on information supplied, and assuming your operations will be ae stated in your application !or racogaition o! exemption, we have determined you are exempt lrom federal income tax under ¦ection 501(x1 0! the Internal Revenue Cade ae an organization described in section 501(c)(3). We have further determined that you are not a private foundation within the meaning of section 509 (a) o! the Code, because you are an organization described in section 5091x)(3). If your sources of support, or your purposes, character, or method of operation change, please let ua know so we can consider the effect o! the change on your exempt status ctrl foundation ¦tatus. Ia the case of an amend- ment to your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in your name or address. Ae of January 1, 1984, you are liable for taxes under the Pederal Insurance Contributions Act (social security taxes) oa remuneration of $100 or more you pay to each o! your employees during a calendar year. You are not liable for the tax imposed under the Federal Uaanployment Tax Act (PUTA). Since you are not a private foundation, you are not subject to the excise taxes under Chapter 42 of the Code. However, if you are involved is as excess benefit transaction, that transaction might be eubiect to the excise taxes of section 4958. Additionally, you are not automatically exempt from other federal excise taxes. If you have any questions about excise, employment, or other federal taxes, please contact your key district office. Grantors and contributor may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509(x)13) statue, a grantor or contributor may trot rely on this determination if he or she was in part responsible lor, or wa¦ aware ' of, the act or failure to act, or the substantial or material thongs on the part of the organisation that resulted in your lose of such statue, or if he or she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509(x)(3) organisation. Letter 947 (DO/CYi) -2- HAWAII COP01fINITY HEALTH SBRVICE ponors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devisee, travelers, or gifts to you or For your use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of Code sections 2055, 2106, and 2522. Contribution deductions are allowable to donors only to the extent that their contributions are gifts, with no consideration received. Ticket pur- chaeea and ainilar payments in conjunctioa with fundraising events may not necessarily qualify ae deductible contributions, depending on the circum- atancee. See Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2, on page 106, which sere forth guidelines regarding the deductibility, ae chari- table contributions, o! payments made by taxpayers Eor admission to or other participation in fundraising activities for charity. in the heading of this letter we have indicated whether you must file Fore 990, Return o! Organization Exempt From Income Tax. I! Yee ie indicated, you are required to file Form 990 only if your gross receipts Hach year are normally more than $25,000. However, it you receive a Porn 990 package in the e- mail, please tilt the return even i! you do not extend the gross receipts teat. if you are not required to File, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally 525,000 or less, and sign the return. If a return ie required, it must be filed by the 15th day of the fifth month after the end of your annual aceouating period. A penalty of $20 a day ie charged when a return is filed late, unless there is reasonable tease for the delay. However, the maximum penalty charged cannot exceed 510,000 or 5 percent of your gross receipts for the year, rhichever is lees. For organizations with gross rnceipt¦ exceeding $1,000,000 in any year, the penalty is 5100 per day per return, unless there i¦ reasonable cause for the delay. The maximum penalty for an organization rith gross receipts extending 51,000,000 shall not exceed 550,000. This penalty may also be charged if a return is not complete, eo be sure your return ie complete before you file it. You are required to make your annual information return, Porn 990 or Form 990-BZ, available !or public inspection for three years attar the later of the due date at the return or the date the return is filed. You are also required to make available for public inspection your exea~tion application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or in person request without charge other than reasonable fees !or copying and postage. You may fultill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information ie available in Pu611cation 557, Tax-Exempt Statue for Your Organization, or you may call our toll free number shown above. You are not required to file lederal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. Letter 947 (DO/CO) -3- HANAII COhPfONITY HEALTH SERVICE If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Buelness Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business ae defined in section 513 of the Code. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, a number will be assigned to you and you will be advised o! it. Please use that number an all returns you file and in all correspondence with the Internal Revenue Service. If we have indicated in the heading of this letter that an addendum applies, the enclosed addendws is an integral part o! this letter. Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. We have sent a copy of this letter to your representative as indicated in your power of attorney. - if you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, 3~evaa Z Y17.ler Steven T. Miller Director, Exempt Organiaatione Letter 947 (DO/C6) ACORD_ CERTIFICf -E OF LIABILITY INSUf \NCL-0PID g~ ATE (YM~ODNy) H1INCOAW 01/09/01 PROpUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFCRAMTON ONLY AND CONFERS NO RIGHTS UPON 71iE CERTIFICATE 8usiaoee Ins. Services, Inc. AL~RTHE ICOVERAGEICAF~F ~DBY THE PJOLICEtE9 BELOW FTS Piikoi Street, Suite 1901 Iolulu HI 96814 COMPANIES AFFORDING COVERAGE Stanley Yamagata, Jr. cDMPANr P1rw NO 592-5011 F„N, A Philadelphia Iaeuranca Co.-ICI INSURED COMPAM' B HatFSii Cossfaity Health ~PN^' Sarvic• C c/o 2100 Y Nilnita Hfry ~P,Wy Honolulu HI 96819-2218 p COVERAOE9 THIS E TO CERTFy THAI THE POLICIES OF NBIItANCE LISTED BELOW HAVE BEEN LASUED TO THE NBURED NNIEO ABOVE FOR THE POLICY PERIOD BD%J1TED. NOTWRHSTANDNO ANY REQUIREAENi, TERM OR CONDITION OF ANY CONTRACT OR OTF4:R DOCIaENT WITH RESPECT TO WHICH THIS CERTFICATE ANY BE I6BUEOOR MAY PFATAN, TFE NSURANCF AFFORDED aY THE POLICES OEB~D HEREN t3 SUBIECT TO ALL THE TERMS. E%CLIASDN9 AND CONDIT1fk1S OF 9UCF1 POLICES LalITB 81tD1Nl AMY HAVE BEEN REDUCED BV PAD CLAIMS ~ TYPE OF INfIAtAN(-.E pCL6y NUY9ER EFFECTNE POLK.Y E%PIRATIDN UNITS LTR atE ryloobnYl GATE ryYIDarYY) GENERAL LIA&LITY GENERAL AOOgEOATE fHee A Y CGYYERCIALOEIERALLLIBIUTY ppa 101443 07/18/00 07/18/01 P'RODUCTa-COYPQPA00 sAttached CUIYS MADE ?Z OCCUR PERSOML l ADV IMAATY f QYNER'S f CONTRACTOITB PROT EACH OCCIABENCE f FlRE DMWOE VNrP dr M) f MED E7~(AnYw Pam) f AUTOMOBILE UA&UTY "Tf11B InsurRnoB contract Is IsaueA b an Infuror which B not cGMBxFD aNDLE UYR f ANY AUTO ALL QYIfDAUT05 IICSrIfKI by Ina Stab of Havruil a la nol fJblBCI G ~tf n+pulshon or BKS~nrna0un If tn.. Ifs fEr If IUUPtl IDS VFrri Rr' f SCHEDULEDAVTOS clermf unrlBr tors cnn6-ac• era not c vorBd Dy a~.y qu rally HRED AUT06 luntl JI tlltl ~•lato GI FWWSII aoaL~~INI~IITyI f NONrwNEOAUros HIJSINESS INSURANCES RLICES 'NC I ISurpluB Lrno Brokor U nsa •TMl PROPERnnAMAOE f aARADE uAwun Auro Drat - EA ADCrDENr f AMY AUTO ORER 71MN AUTO OIaY EACH AOOIOEMT i ADOREOATE f E%CESS UABNJTY EACH OCCURRENCE f I.MBREUA FORM AOOREOATE f OTHER THAN UIBRELIA FORM f WORKERe COYPEMBA710N A!O OTTY U R EMPLOYERS LIABl1rY EL EACH AOdDEM f THE PROPRIETOW IN0. EL DISEASE -POLICY UYR f PARTMERSIE7ECUTNE OFFICERS ARE EIICL EL DISEASE-EA EMPLOYEE f OTHER DESCRIPTION CF OPEMTICIISAOG710NBNEIKSENiECJl1l ITEW •••P>Iwos os I>rsoiwcs••• cERnFlCAZeHaLDER DAfipEW(t10Dt r.~Tl~B BHONDANT OF TIE ABOVE DESCRIBED POl1tlE6 aE DBEFORE 7IE E7IPIMigN d1TE TH1160F, THE IBaflq COMPANY WILL ENDEAYCR TO YNL 8ava11 Cwofnity Health ~Q._DAre wRmSN NtmcE TO rTE ceRDFrwTE If7LDER NAIIEDroTNE LEFT, 8ervic• Bur FAauRE ro MAa BUf:N NOnCE auu IMPOSE NOOBLKIATIONOR LrABacTY c/o 2100 X lliai t: HTIy CP AMY KIND IlOIIiE OOYPANY, RS AOENTB ORgBREeEMATNES Honolulu Hi 96819 ACORD 2b.4 (tlitij Gary T. Shiraki Sr. V.P. W Certificate of Insurance Addendum Insured Hawau Community Health Service do 2100 N Nimitz Hwy. Honolulu, HI 96819-2218 Policy Numbs: PPG 101443 Policy Period: 07/18/2000 - 07/18/2001 Coverage/Limits. General L~abihty General Aggregate 53,000,000 Product Aggregate $3,000,000 Occurrence Aggregate 51,000,000 PersonaVAdvertuiag Injury 51,000,000 Frre Damage $100,000 Medical Expense $5,000 Abuse & Molestation Sub-Limit $100,000/5300,000 Professional Liability Occurrence S 1,000,000 Aggregate $3,000,000 Attachment to certificate of insurance dated O1/09/2001 1N THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS STATE OF HAWAII I In the Matter of the Incorporation p ~[~f~~~L~ of D ~ ~ HAWAII COMMUNITY HEALTH DEC - 31999 ~l- : ( ~ SERVICE p~Klaluwnori~rArta~ 5TAIEOFlNWilp ` i I ARTICLES OF INCORPORATION " Cedes Schulte Fleming & Wright Nelson N. S. Chun, Esq. 1000 Bishop Street Honolulu, Hawaii 96813 Q.tANNONO 266101 1 17/OL99 ' 1N THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS STATE OF HAWAII In the Matter of the Incorporation of HAWAII COMMUNTfY I3EALTH SERVICE ARTICLES OF INCORPORATION The undersigned, desiring to form a nonprofit corporation under the laws of the State of Hawaii, hereby execute the following articles of incorporation: ARTICLE 1 Corporate Name The name of this Corporation is Hawari Community Health Semce. ARTICLE 2 Period of Duration The duration of the Corporation is perpetual. ARTICLE 3 Corporate Purposes and Powers Section 3.1 Pnrooaes. The Corporation is organized exclusively for the following PurPo~~ (i) to strengthen the community by enhancing the quality of people's lives through the delivery of goods and services to those in need; and (ii) To operate exclusively for charitable, literary, educational and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as tax-exempt organizations under Sxtion p1ANHOHO 266101 1 IL03199 501(c)(3) of the Internal Revenue Code of 1986 (or any future corresponding provisions) I ~ Section 3.2 Restrictions The Corporation Is a nonprofit corporation and shall not authorize or Issue any shazes of stock. No dividend shall be paid and no part of the income or profit of the Corporation shall be distributed to the members, directors or officers of the Corporation. No loans shall be made by the Corporation to its directors or officers. The Corporation may, however, pay compensation in a reasonable amount to its members, directors, or officers for services rendered. Except as permitted by this Section 3.2, no part of the assets or earnings of the Corporation shall more to the benefit of any individual. The Corporation shall not participate in or intervene (including publication or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Corporation's articles of incorporation, the Corporation shall not carry on any actinties not permitted (i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law); or (ii) by a corporation, contributions to which aze deductible under Section 170(c)(2) of the Internal" Revenue Code of 1986 (or the corresponding provision of any future United, States internal revenue law). Section 33 Powers. The Corporation shall have all powers granted bylaw. ARTICLE 4 Location of the Corporation The street address of the initial office of the Corporation is 680 Iwilei Road, Suite 430, Honolulu, Hawaii 96817. ARTICLE 5 Director and Officers Section 5.1 hoard of Directoro. The board of directors shall consist of not fewer than three persons or of such greater number of persons as may be authorized by the bylaws. The board of directors shall be elected as provided by the bylaws. The board of directors shall have and may exercise all the powers of the Corporation except as otherwise provided by law, these articles of incorporation or the bylaws. Section 5.2 Officers. The officers of the Corporation shall be a president, vice president, secretary, and treasurer. The officers shall have the powers, perform the duties and be appointed in the manner set forth in the bylaws or as may be ' detemrined by resolution of the board of directors not inconsistent with the p1ANHONO 266101 1 Ib03/99 2 i bylaws. Any person may hold two or more offices of the Corporation, provided the Corporation shall have at least two persons as officers. The CorporatOn may also have a chair of the boazd, more than one vice president, one or more assistant secretaries, and one or more assistant treasures Section 5.3 Initial Directors and Officers The names and residence addresses of the initial officers and directors, who serve until their successors are elected, are. Name and Office Residence Address Louise Fungi, President, Chair of the Boazd 55 So. Kulnu Streit, #1304 & Director Honolulu, HI 96813 Jay Enanoia, Vice President, Secretary 783 Hoolaulea Street & Director Hilo, HI 96720 Mia Ferreira, Treasurer & Director P. O. Box 6387 Hilo, HI 96720 ARTICLE 6 r ~ Membershio The sole member of the Corporation is Helping Hands Hawaii. There shall be no other members of the Corporation. ARTICLE 7 Cornorate Dissolution: Distribadon of Assets If the Corporation shall be dissolved, all assets of the Corporation, after payment of liabilities, shall be distributed only to one or more public agencies, organizations, corporations, trusts or foundations having h7ce purposes and organized and opersted exclusively for charitable, religious, eleemosynary, benevolent, scientific, educational, literary or similar purposes, no part of whose assets, income or earnings maybe used for dividends or otherwise withdrawn or distn'bute~ to or inure to the benefit of any pnvate shareholder or individual and the activities of which do not include participation or intervention in any political campaign on behalf of any candidate for public office. In no event shall gay distribution be made to any organization unless it qualifies as atax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or any future corresponding provision) with purposes simi]az or related to those of the Corporation. PIANHONO ]66101.1 Ili0Ji99 3 i ~ ARTICLE 8 Amendment of Bvlaws i i The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in ' the board of directors. Section 8.1 Amendment. The power to alter, amend or rcpeal the bylaws or adopt new bylaws shall be vested in the board of directors subject to repeal or change by action of the members. Section 8.2 Membershia Authority to Amend Bvlaws. The bylaws may be altered, amended or repealed by the sole member. p1ANF1ONO 266101 l 4 I2AL99 . _ PACE 7 i , ' I comfy wader the penalties of Section 4158-158, Hawaii Revised Statutes, that [ havc ~ read the above statements and that the same are true and corroct to the best of my knowledge. Wimcss my hand this / day of ~'(,ln~ /yL l9~ n~uriaoe+o~aoi ~ S i~ i I I I I BYLAWS OF HAWAII COMMIJHITY HEALTH SERVICE ~ OrYaah:ed ender the laws of the State of Hawail Adopted Februesv 9 2000 NIANHON02677% I TABLE OF CONTENTS Page Article 1 OFFICE AND SEAL 1 Section 1.1 Office ......................................................1 Section 1.2 Seal 1 ' Article 2 MEMBERS .......................................................................................1 ' Section 2.1 General ......................................................................................................1 ,I Section 2.2 Admission of Members .............................................................................1 ~ Section 2.3 Fees. ...........................1 Artlcle 3 MEETINGS OF MEMBERS 1 gs Section 3.1 Annual Meetin 1 ~ Sxtioa 3.2 Special Meetiags 1 Section 3.3 Place of Meetings 2 ' Section 3.4 Nodce of Meetin gs 2 Section 3.5 Adjourned Meetings and Notice Thereof 2 i Section 3.6 Voting 2 Section 3.7 Quorum 2 Article 4 MEMBERS OF THE BOARD OF DIRECTORS 2 Section 4.1 Number aad Qualifications of Directors 2 Section 4.2 Election 2 Section 4.3 Term of Office 3 Section 4.4 Vacaacies 3 Secdon 4.5 Removal 3 Secgon 4.6 Reduction 3 Section 4.7 Liability 3 Section 4.8 No Compensation 3 Section 4.9 Conflicts of Interest 3 A,rtlcle 5 POWERS AND DITTIES OF THE BOARD OF DIRECTORS.......... 3 Section 5.1 Powers 3 Section 5.2 Duties 3 Section 5.3 Committees of the Board 4 Article 6 ACTIONS OF THE BOARD OF DIRECTORS AND COMhIIT'PEES 4 Section 6.1 Regular Meetings 4 Section 6.2 Special Meetings 4 Section 6.3 Telephone Meetings 4 Section 6.4 Notice 5 Section 6.5 Quorum and Adjoununent 5 Section 6.6 Presumption of Assent 5 Section 6.7 Action Without Mating 5 Ardcle 7 OFFICERS 5 Section 7. I Tales and Number S Section 7.2 Election and Term of Office 6 Section 7.3 Chair of the Board 6 Section 7 4 President 6 Q.tANHONO 367796 1 -3_ i TABLE OF CONTENTS (continued) Page ,i i Section 7.5 Vice Presidents 6 Section 7.6 Secretary and Assistant Seaetaries 6 Section 7.7 Treasurer and Assistant Treasurers 6 Article 8 CONTRIBUTIONS AND DISBURSEMENTS 7 Section 8.1 Definitions 7 Section 8.2 Seeking Donor Intent 8 Section 8.3 Authority to Designate Gifts 8 Section 8.4 Authority to Redesignate Gifts 8 Section 8.5 Documentation 8 Section 8.6 Disbtnsements 9 Section 8.7 Limitations on Diabursements 9 Arttlcle 9 INDE11S1YIFICATION 9 Section 9.1 No Liability 9 Section 9.2 Indemnification Generally 9 ' Section 9.3 Suits by or in the Right of the Corporation 10 Section 9.4 Effect of Success in Defense 10 Section 9.5 Authorization for Indemnification 10 Section 9.6 Advances 11 Section 9.7 Indemnification not Exclusive 11 Section 9.8 Insurance 11 Section 9.9 Fiduciaries of Employee Benefit Plans 11 Arttlcle 10 1VIISCELLANEOUS 11 Section 10.1 Inspection of Corporate Records I 1 Section 10.2 Handling Funds 12 Section 10.3 Execution of Contracts 12 Section 10.4 Voting Shares Held by the Corporation 12 Artdcle 11 AMENDMENT 12 Section 11.1 Amendment 12 Section 11.2 Membetahip Authority to Amend Bylaws 12 RdANHONIO 367796 1 l~ i ~ BYLAWS OF ' HAWAII COMMUNITY HEALTH SERVICE ARTICLE 1 OFFICE AND SEAL Sectlon 1.1 O ce. The principal office of the Corporation shall be at such place as the board of directors shall from time to time determine. The Corporation may have other offices, either within or without the State of Hawaii, as the board of directors may designate, or as the activities of the corporation may require fivm time to time. Sectlon 1.2 Seal The corporation may have a seal. The seal shall be of such form as the board of directors may determine from time to time. ARTICLE 2 MEMBERS Section 2.1 Ge°eral. The sole member of the Corporation is Helping Hands Hawaii. There shall be no other members of the Corporation. Section 2.2 Fees. Members of the Corporation shall not be required to pay any fees, dues, 5nes, a~~~*t+ents or any other charges to be or to remain members. ARTICLE 3 MEETINGS OF MEMBERS Section 3.1 Annual Meetin¢s. The annual meeting of members shall be held each year at such time and place as the board of directors shall determine. The purpose of the annual meeting shall be electing directors and transacting other business as may come before the meeting. A unanimous written consent of members may be executed in lieu of the annual meeting. Section 3.2 Special Meetln¢s. Special meetings of members may be held for any purpose or purposes. Special meetings shall be held at any time upon the call of the president, aay 3 directors, or upon the written request of the sole member of the Corporation. p1ANHONO 267796 I i i Sectlon 3.3 Place of Meetines. The board of directors may designate any place as the place of meeting for any annual meeting or any special meeting of the members If no designation is made, the place of meeting shall be the principal office of the Corporation Sectlon 3.4 Notice of Meetiues. Written notice of all meetings, annual or ~ special, shall state the place, day, and hour of the meeting and whether it is an annual or special meeting. In the case of s special meeting, the notice shall state the purpose or purposes for which the meeting is called. If notice is given by mail, it shall be postage prepaid to each ~ member at his address as it appears on the membership roll of the Corporation at least ten days ~ before the meeting. I Sectlon 3.5 Adlourned Meetlnes and Notlce Thereof. Any mating of the members, annual or special, whether or not a quonrm is 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 days or more, notice of the adjourned meeting shall be gives as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. Section 3.6 yoti°e. At atl mectirrgs of members, every member entitled to vote shall have the right to vote in person or by written proxy. Elections of directors may be conducted by mail if the board of directors decides to do so. Cumulative voting shall not be used in election of directors. Sectlon 3.7 aorum. A quorum for a meeting shall be S1 percent of the members. A majority of the quorum shall act for the Corporation. ARTICLE 4 MEMBERS OF THE BOARD OF DIRECTORS Sectlon 4.1 Number and Qualifications of Directors. The authorized number of directors of the Corporation shall be not fewer than 3. Candidates for the board of directors need not be members of the Corporation. At least one director shall be a resident of the State of Hawari. Each director shall give to the secretary the mailing address and any changes thereof to which notices shall be sent to the director. Section 4.2 Election. Except for the initial directors, the directors shall be elected at each annual meeting of the members of the Corporation or at any special meeting of members held for that purpose. GIANNONO r6Tr% 1 2 i i I Section 43 Term of O[fice. All directors shall hold office until their successors aze elected Section 4.4 Vacancies. Permanent vacancies on the board of directors caused by death, resignation, removal or other cause may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director Each director so elected ~ shall hold office for the unexpired terra of the directors predecessor in office. Any directorship i to be filled by reason of an increase in the number of directors may be filled by the boazd of i directors for a term of office continuing until the next election of directors. Section 4.5 Removal Aay one or more or all of the directors maybe r~etnoved from office with or without cause by the aff'amative vote of 51 percent of the directors at any mating called for such purpose. Section 4.6 Redaction. No reduction of the authorized number of directors shall have the effect of shortening the term of any incumbent director. Section 4.7 Liabili No director shall be personally liable for the debts, habrlities or obligations of the Corporation. Section 4.g No Compensation. Directors shall serve without remuneration. The board of directors may pmvide for reimbursement of all or part of directors' expenses of attending meetings of board of directors or committees. Section 49 ConNcts of Interest No director shall vote on any matter under consideration by the board of directors or committee in which the director has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made aad that the director having the conflict of interest abstained from discussion and voting. Any director may request the board of directors to determine whether a conflict of interest exists in any matter. The board of directors shall resolve the questioa by a majority vote. The decision of the board of directors shall be determinative for all purposes. ARTICLE 5 POWERS AND DUTIES OF T)3E BOARD OF DIRECTORS Section 5.1 Powers. The corporate powers of this Corporation shall be vested in the board of directors to the fullest extent permitted by the laws of the State of Iiawaii. The board of directors shall have general charge of the affairs, fiords and property of the Corporation. It shall be the duty of the board of diroctors to enforce the bylaws. The board of directors shall have the power to expel any member of the Corporation with or without cause. Section 5.2 Duties. It shall be the duty of the directors to direct the affairs and activities of the Corporation. The board of directors may promulgate and enforce rules and regulations not inconsistent with law, the articles of incorporation or these bylaws. p1ANt10N0167796 1 3 I ~ Section 5.3 Committees of the Board. The board of directors may appoint ' committees of one or more directors. Anything to the contrary in Section 6.5 of these bylaws ~ notwithstanding, committee members must be designated by a majority of the entire boazd of directors If the board of directors appoints an executive or other committee, the executive or other committee may exercise all powers of the board of directors, except that the executive or other committee may not: I. (1) Amend or repeal the bylaws; I ~ (2) Elect, appoint, or remove any member of any committee or any i director or officer of the Corporation; ~ (3) Amend the articles of incorporation, instate articles of incorporation, ad t a lan of mer op p gcr, or adopt a plan of comoGdation with another corporation; (4} Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; (5) Authorize the voluntary dissolution of the Corporation or revoke proceedings therefor, (6) Adopt a plan for the distribution of the assets of the Corporation; or Amend or repeal nay resolution of the board of directors which by its terms provides that it shall not be amended or repealed by committees. ARTICLE 6 ACTIONS OF THE BOARD OF DIRECTORS AND COMMITTEES Section 6.1 Reeular Meetinea. A regular meeting of the board of directors shall be held immediately after, and at We same place as, the annual meeting of members. No notice other than this bylaw need be given. The board of directors may pmvide, by resolution, the time and place for the holding of additional regular meetings. No notice other than such resolution need be given. Section 6.2 S~7eclal Meetla¢s. Special meetings of the board of directors or of a committee may be called by or at the request of the president or any 3 directors or committee members. The person or persons authorized to call special meetings of the board of directors or the committee may fix any place within We State of Hawaii as the place for holding any special meeting of the boazd of directors called by them. Section 6.3 Teleahoae Meetin¢a. Subiect to the provisions below regarding notice, members of the board of directors or any committee may participate in a meeting of the board of directors or coaunittee by means of a conference telephone or similar communications IMANHONO ]677% 1 4 I I i equipment by means of which al] persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. Section 6.4 Notice. The secretary shall give notice of each meeting of the board of drrecton or any commrttee. Notice shall be in writing and be mailed to the director's mailing address, registered pursuant to Section 4.1 of these bylaws, not less than three days i before the meeting. Notice may be given personally, by telephone or facsimile not less than one ~ day before the meeting. Notice may also be grven as otherwise prescribed in advance by the board of directors. The failure of any director to receive notice shall not invalidate the ~ proceedings of any meeting at which a quorum of directors is present. Notice aced not be given i to any director who shall, either before or after the meeting, sign a waiver of notice or who shall i attend the meeting without protesting, prior to or at its commencement, the lack of notice. Except as otherwise provided bylaw, the Corporation's articles of incorporation or these bylaws, ~ a notice or waiver of notice need not state the purposes of the meeting. ~ Secdon 6S Ouotvm and Adiournment. No director may be present at a I mating by proxy or cast as absentee ballot. A majority of the directors or committee members shall constitute a quorum for the transaction of business. No action taken other thaw the election ~ of directors to fill permanent vacancies, as provided is these Bylaws, shall bind the Corporation unless it shall receive the concurring vote of a majority of the directors present when a quorum is present. In the absence of a quorum, the presiding officer or a majority of the directors present may adjourn the meeting from time to hme without fiuther notice until a quorum is present. Section 6.6 Presumotlon of Assent. A director who is present at a meeting of the board of directors or any committer at which action on any matter is taken shall be presumed to have assented to the action. To dissent, the director's dissent or the director's withholding of the director's vote shall be entered in the minutes of the meeting. Alternatively, the duector shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward the dissent by registered or certified mail to the secretary within two days after the date of the action. The right to dissent shall not apply to a director who voted in favor of the action. Section 6.7 Action Without Meetlne. Any action required or permitted to be taken at any meeting of the board of directors or a convaittee maybe taken without meeting if all of the directors or all the committee members consent in writing to the action. The consent may be signed at any time before or after the intended effective date of the action. The consent shall be filed with the minutes of the board of directors coatings or committee meetings and shall have the Same Cffect as 8 nnanim0us VOIe. ARTICLE 7 OFFICERS Section 7.1 Titles and Number. The officers of the Corporation shall consist of those whose titles are named in the articles of incorporation. Any person may hold two or IMANHONO 2677% I 5 i more offices of the Corporation, provided the Corporation shall have at least two persons as i officers Section 7.2 Election and Term of Office. All officers shall be elected by the boazd of directors and shall serve at the pleasure of the boazd of directors. All officers shall be subject to removal at any time wrthout cause by the board of directors. The boazd of directors i may, in its discretion, elect acting or temporary officers and may elect officers to fill vacancies ~ occurring for any reason whatsoever, and may limit or enlarge the duties and powers of any ' ~ officer elected by it. Officers need not be directors or members of the Corporation. I Section 73 Chair of the Board. The chair of the board, if the office is filled, may preside at all meetings of the board of directors and the members and shall perform such ~ other duties as maybe required by these bylaws or the board of directors. i Section 7.4 President If there is no chair of the board, the president shall preside at all meetings of the members and the board of directors. Tho president shall be the chief executive officer of the Corporation and shall have general charge and supervision of the Corporation. The president shall perform such other duties as are incident to the office or arc ~ required by the board of dirxtors. Section 7.5 Vice Presidents. In the absence or disability or refusal to act by the president, the vice presidents shall, is the order designated by the president or the board of directors, perform all of the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall have such powers and perform such other duties as from time to time may be prescribed by the president, the board of directors or the bylaws. Sectlon 7.6 Secretary and Assistant Secretarla. The secretary shall keep the minutes of all meetings of the members end board of directors. The secretary shall keep or cause to be kept a register showing the names of the members, directors and officers with thew addresses. The secretary shall give notice in conformity with the bylaws of all meetings of the members and the board of directors. The secretary shall also perform all other duties assigned by the president or the board of directors. The assistant secretary or assistant secretaries, if elected, shall, in the order designated by the president or board of directors, perform all the duties and exercise all the powers of the secretary during the absence or disability of the secretary or whenever the office is vacant, and shall perform all the duties assigned by the president or the board of directors Section 7.7 Treasurer and Assistant Treasurers. The treasurer shall be the chief financial officer of the Corporation and exercise general supervision over the receipt, custody and disbursement of corporate funds. The treasurer shall perform all other duties assigned by the president or the board of directors. The assistant treasurer or assistant treasurers, if elated, shall, in the order designated by the president or the board of directors, perform all the duties and exercise all the power; of the treasurer during the absence or disability of the treasurer or whenever the office is vacant and shall perform all the duties assigned by the president or the board of directors. IMANHONO 2677% 1 I I ARTICLE 8 ' CONTRIBUTIONS AND DISBURSEMENTS Section 8.1 Definitions. The definitions in this Section 8.1 aze used in this Article. Both to communicate effectively with prospective donors in defining their wishes, and to enable the Corporation to categorize and handle efts properly, it is important to define certain ~ basic terms. As used in philanthropic work throughout the United States today, the fallowing aze i key terms and definitions: (a) With aspect to principal: (1) The word "Restricted" can either mean that principal may not be consrmred, or that principal maybe used, but orily for specified purposes. There are two types of restricted funds; (A) "Donor Restricted." Among donor restrictions are those where a donor has given specific instructions, as well as those whero it appears to the board of directors that contributors wen led to understand that principal would be restricted. A third form of donor restriction as that in which the title given to the fund strongly suggests a restricted purpose. (B) `Board Restricted." This category includes resn~ictions created by the board of directors and includes funds for which the board of directors is empowered to use its discretion. (2) Unrestricted. The word "Unrestricted" means those funds over which the board of directors has wmplete discretion as to use of principal. (b) With respect to income: (1) Desi~ated. The word "Desrgnated" means income which must be used for a specific, identified purpose. The designation may be made by the donor or by the board of directors. (2) Undesignated. The word "Undesignated" means income over which the board ofdrrectors has complete discretion. (3) A vi ed. The word "Advised" means income the use of which is controlled by a third party (such as a tout company exercising discretion over income generated by principal of which it is the trustee). IMANHONO 1677% I 'J i ! i (c) With respect to principal, Unrestricted principal may be held or expended at ! the discretion of the beneficiary of a donation. Conversely, Restricted principal may be requrred to be retained or may be limited in its use to specified purposes. Donors may place restrictions i or recipients (the board of directors) may elect to place restrictions on the uses of gifts of monies ' or property. ~ (d) Undesignated income tray be spent at the discretion of the recipirnt of the i grft. ' (e) Designated income tray be expended only for designated purposes. Designations tray be made by either the donor or the recipient of the gift. A gift which is silent as to the use of principal, but specifies that income will be used to fund a specific project, is said to be unrestricted and designated. (g) A gift for which the donor specifies that principal is to be invested for purposes of generating income to spend on a specific project is "donor-restricted and designated." If a gift to the Corporarion is silent as to the use of principal or income, but the board of directors decides to designate both the principal sad any income earned on the principal as being held to fund a specific need, the gift can be defined as "board-restricted and designated." (h) The Corporation adopts the definitions in this Section 8.1 for bequests and gifts of money and property. Sectlon 8.2 Seeklne Donor Intent The directors, officers and other agents of the Corporation shall attempt to define the intentions of each donor, such that the Corporation will know at the time a gift is made whether the gift will be unrestricted and undesignated, or whether restricdons and designations apply. Whenever the Corporation is told of a donofs intention to make a gift or bequest, officers of the Corporation should explain to the prospective donor the need to have such a definition of the gift. Sectlon 8.3 Authoriri to Deslenate Glfb. The board of directors, but no committee thereof, shall have the authority to restrict or designate a gift which the donor did not restrict or designate. Section 8.4 Authoriri to Redesienate Gifts. Recognizing that the board of directors must have the authority to remove restrictions or designations for gifts restricted or designated by the board of directors, the Board of Directors, but no committee thereof, shall be empowered to remove such restrictions or change designations by a majority of the total number of directors. Section 8.5 Documentation. The boazd of directors shall establish such policies and practices as are necessary to specify where records aze to be kept, the information those records aze to include, and guidelines for periodic review of the documentation policy by the board of directors. IMANHONO 267796 1 $ i i ' Section 8.6 Disbursements. Disbursements of the funds of the Corporation for the purposes for which it is organized shall be authorized by the board of directors In Its i discretion. Section 8.7 Limitations on Disbursements. The board of directors shall not make any disbursements or contributions of the funds or assets of the Corporation to or for the benefit, directly or indirectly, of any member, director or officer of the Corporation, except as provided by the Articles of Incorporation. ~ ARTICLE 9 I INDEMNIFICATION I Section 9.1 No Liability. I ~ (a) No director or officer of the Corporation who serves without remuneration or expectation of tmumeration shall be liable for damage, injury, or loss caused by or resulting from the person's performance of; or failure to perform, duties of any position to which the person was appointed, unless the person was grossly negligent in the performance of, or failure ' to perform, such duties. (b) No director, officer, employee or other agent of the Corporation and no person serving at the request of the Corporation as a director, officer, employee or other agent of another corporation. parlsiership, joint venture, trust or other enterprise and no heir, devisee, or personal representative of any such person shall be liable to the Corporation for any loss or damage suffered by it oa account of an action or omission by such person as a director, officer, employee or other agent if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best mterests of the Corporation. Section 9.Z IndemnfTication Generally. The Corporation shall indemnify each person who was or is a party or is threatened to be trade a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or is the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or other agent of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines sad amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interosts of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person's conduct was unlawful. The temunation of any action, suit or proceeding 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 the person reasonably believed to be in or not opposed to the best interests of the Corporation or, wrth respect to any criminal action or AIANHONO 26T1% 1 i I proceeding, create a presumption that the person had reasonable cause to believe that the person's ~ conduct was unlawful I I Section 9.3 Suits by or in the Rieht of the Coruoratloa. The Corporation i shall indemnify each person who was or rs a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a I lodgment in its favor by reason of the fact that the person rs or was a director, officer, employee I or other agent of the Corporation or of any division of the Corporation, or is or was serving at the ~ request of the Corporation as a duector, oflcer, employee or other agent of another corporation, I artnershi oint venture, trust or other ente rise a g ya~ ) I, P P,1 rp gainer expenses (includin attome fees I actually anti reasonably incurred by the person in connection with the defense or settlement of I the action or suit if the person acted is good faith end is a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct is the performance of the person's duty to the Corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but is view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper. Sectlon 9.4 Effect of Success la Defense. To the extent that a person who is or was a director, officer, employee or other agent of the Corporation or of any division of the Corporation, or a person serving at the request of the Corporation as a director, off cer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 9.1 and 9.2, or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by the person is connection therewith. Section 9.5 Authorization for lndemnii3catlon. Any indemnification under Sections 9.2 and 9.3 (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case upon a determi~tion that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 9.2 or 9.3. The determination maybe made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (2) if a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel m a written opinion to the Corporation; (3) if a quorum of disinterested directors so directs, by a vote of a majority of the members who vote; or [MANHONO 267796 l 1Q I I (4) by the court m which the proceeding is or was pending upon i application made by the Corporation or the agent, attorney, or other person ~ rendering services m connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation. Section 9.6 Advances. Expenses incurred in defending any action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the person to repay the amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Corporation as authorized in this article. Section 9.7 IodemniIIcatioa not Ezcluaive. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled sad shall continue as to a person who tins tested to be a ditnctor, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of the person. Section 9.8 Insurance. The Corporation shall have the power to purchase and maintain insurance oa behalf of any person who is or wes a director, officer, employee or other agent of the Corporation or of any division of the Corponation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any fiability asserted against the person and incurred by the peison in any such capacity or arising out of the person's status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this article. Insurance may be procured from any insurance company designated by the board of director,, including any insurance company in which the Corporation shall have nay equity or other interest, through stock ownership or otherwise. Section 9.9 Fiduclariea of Emolova Benefit Plans. Indemnification, expense advancement or the purchase of insurance for the benefit of any fiduciary of any employee benefit plan or trust for the benefit of employees of the Corporation or another corporation in which the Corporation owns shares shall be made upon the authorization of the board of directors. ARTICLE 10 MISCELLANEOUS Section 10.1 Inauection of Corporate Records. The Articles of Incorporation, these Bylaws, the books and records of account and the minutes of proceedings of the members and the board of directors and each committee shall be open to inspection upon the written demand of any member or the demand of any director, at any reasonable time, and for any proper purpose, and shall be exhibited at any time when required by the demand of a majority of the members. Such inspection may be made in person or by an agent or attorney, sad shall include the right to make copies. Demand for inspection maybe made upon the president or secretary of the Corporation. aNANHONO 367796 1 11 i I I ' Section 10.2 Fiandlin¢ Fuods. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the ! Corporation shall be signed or endorsed by such person or persons and in such manner as, from ~ hme to time, shall be determined by resolution of the hoard of directors. i Section 103 Execution of Contracts. 'The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the ~ name of and on behalf of the Corporatioq and such authority may be general or confined to specific instances; and unless so authorized by the hosed of directors, no officer, agent or ~ employee shall have any powea or authority to bind the Corporation by any contract or i engagement or to pledge its credit or to reader it liable for any put]rose or to any amount. Section 10.4 Votlntr Shares Held by the Corporation. In all cases where the Corporation owns, holds, or rnpt+eaents under power of attorney, proxy or in any representative ~ capacity, abates of any corporation, or shares or interests in business trusts, parhrersirips or other ~ associations, the shares ar interests shall be represented and voted by the president, or in the absence of the prrosideat, by a vice president or as otherwise prescn'bod by the board of director:. In the absence of either officer, any person specifically appointed by the board of directors for the purpose shall have the right to represent and vote the shares or interests. ARTICLE I1 AMENDMENT Section 11.1 Amepdment. The power to alter, amend or repeal these bylaws or adopt new bylaws shall be vented in the board of directors subject to repeal or change by action of the members. Section 11.2 Membership Authority to Amend Bvlaws. These bylaws may be altered, amended or repealed by the sole member. PIAHHOH03677g6 I (Z CERTIFICATE ' The undersigned secretary of Hawaii Community Health Service hereby certi5es that the foregoing Bylaws wen duly adopted by the nn,n+t*+ow written consent of the directors of ~ Hawaii Community Hcalth Setvice on ~ - 9 - 0 0 and that the same remain in full ~ force and effect DATED• 2- q . ~ C.~Irwfl.. S p/ANF1pN0:16274! 1 NAANNON036T7% 1