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HomeMy WebLinkAboutCOM 0122.018 2000-2002 Harrv• Kim William Takaba 4layor Director County of Hawaii Finance Department 25 Aupun~ Street, Room 118 • Hilo, Hawaii 96720 (808) 961-8234 • Fax (808) 961-8248 HAWAII COUNTY NONPROFIT GRANTS (FY 2001-02) HUMAN SERVICES NONPROFIT GRANTS REVIEW COMMITTEE FISCAL YEAR ENDING June 30, 2002 DATE OF APPLICATION January 31.2001 GRANT APPLICATION FOR Adult Dav Health Program for Persons with Developmental Disabtltttes (Program Trtle) Legal Name of Organtzatton Goodwill Industnes of Hawau. Inc Mailing Address 2110 Ktlthau Street. Honolulu, HI 96819-2020 Facility/Site Address 500 Kalamanaole Avenue, Hilo, HI 96720 DtrectorlS~te Manager Ltsa Onorato Phone Number 961-0307 Organization President Laura Robertson Phone Number. 808-836-0313 ext 244 Contact Person (Grant Wnter) Lisa Onorato Phone Number 961-0307 Amount of Request for County Funds $ 19,866 Total Annual Budget of Orgamzatton $ 9800000 Has the applicant applied for any other funds from the County of Hawaii this fiscal year? ?Yes Source/Department ®No Agency/Program(s). ®Soctal Services ?Youth Programs ?Elderly Programs Check Categones ?Culture and Arts ?Education ?Other Briefly, define the program [or which funding is being requested: Provides 350 hours m a daily Adult Day Health for low income, non-medicaid elt~ble Qroaram oarttct~ants with developmental dtsabililtes Comm,. No. ~ Z 2 . r' S F51e No. g V ~ - gef, ~tpras HSEDC Ref, Data FFR 2 0 2001 I. QUALIFYING STANDARDS FOR APPLICANTS Check all that accurately describe your organisation: ['DOTE 4n applicant must meet all of the following standards] X Be chartered or otherwise authorized to do business in the State for chartable purposes and exempted from the federal income tax by the Internal Revenue Service X Have a governing board whose members serve without compensation and have no conflict of interest between their regular occupations and the services provided X Have bylaws or policies which describe the manner in which business is conducted, including management, audit, fiscal policies and procedures, policies on nepotism, and policies on management of potential conflict of interest X Have at least one year's experience with the service or activity for which the appropriation is sought or can otherwise demonstrate to the satisfaction of the County sufficient expertise to successfully carry out the service or activity X Be licensed and accredited in accordance with applicable requirements of Federal, State and County laws II. GRANT CONDITIONS The applicant agrees to comply with the following terns and conditions prior to receiving a grant award A Comply with applicable Federal and State laws prohibiting discrimination against any person on the basis of race, color, national origin, religion, creed, sex, age, or handicap B Agree not to use any public funds for purposes of entertainment or perquisites C Comply with such other requirements as the Director of Finance may prescribe to ensure adherence by the nonprofit organt7atton with Federal, State, and County laws, and established standazds for fiscal and program management. D Allow the Director of Finance, the committees of the council and their staffs, and the Legislative Auditor access to records, reports, files, and other related documents in order that the program, management, and fiscal practices of the nonprofit organization may be tnonitored and evaluated to assure the proper and effcetive expenditure of public funds III. RECORDS AND REPORTS A The applicant shall follow generally accepted accounting procedures and practices and shall maintain books, records, documents and other evidence which sufficiently and properly account for the expenditure of County funds The books, records and documents shrill be subject at all reasonable times to inspection, reviews, or audits by the County expending agency, the Director of Finance, and the Legislative Auditor, or by their representatives. B The County expending agency, Director of Finance, or County Council may request periodic written reports on the use of County funds X. AUTHORITY AND CAPACITY OF APPLICANT The appltcent certifies that tt has the authority and capacity to develop and submit thts appltcahon, and to fully admtntster the program(s) pursuant to this appltcatton UNSIGNED PROPOSALS WQ.L NOT BE ACCEPTED! O/ Stgnatureo~Prest UChattperson Date n('auta~ ~i~Gu~--- .l~~ty ~ ~z.ao i Stgnanue of Executive Duector/Manager Date -4= GOODWILL INDUSTIRES OF HAWAII Hawaii County Human Service Nonprofit Grant Application FY 2001-2002 PROGRAMlSERVICE DESCRIPTION A. Overview: 1. Describe the program for which funding is being requested Funding Is requested for afee-for-service program to provide 350 hours to adult clients with developmental disabilities who are not eligible for funding under the Home & Community Based Medicaid program The program format will follow guidelines and requirements of the Home 8 Community Based Services outlined under the Medicaid Waiver Program and the program will provide services to families and participants that are not receiving services through the State and federally funded Medicaid Waiver Program, but meet the same criteria Goodwill's Adult Day Health services will offer an additional choice and resource to the East Hawaii disability cor~unity Goodwill has designed a comprehensive service delivery approach to address the self-determined needs of individuals with developmental disabilities Facility-based supports and services will include person-centered supports and services for up to six hours per day 2. What unique or significant service will be provided9 The Adutt Day Health service will provide training and activities that well allow Individuals to attain and maintain skills In the areas of making choices, self care, mobility, community access, communication, Interpersonal relationships, social competency, home 8 money management, and pre-vocational readiness Each participant's program goals and obiectives will be developed in an Individual Planning (IP) meeting together with the Individual's circle of fnends, Goodwill program staff and the DOH case manager The result will be part of the consumer's Essential Lifestyle Plan The program provides community access and integration and d works together with many other community partners and facildies 3. What specific outcomes are to be achieved? By participating in the Adutt Day Health service Individuals will work on their goals and obiectives that have been established dunng their IP meeting. Progress will be documented dunng each framing session, in the participant fate. The overall outcome to be achieved by the participant is an increase in independence, community inclusion and self-determination 4. How will the proposed program empower participantsiclients to become self- sufficfentand facilitate positive social change? Goodwill's sernces will enable persons with developmental disabilities to improve their dally independent living skills, which prepare them to live in a more Independent setting, to use community resources, and to develop and Interact with a network of family, friends, community partners and employers Goodwill Induslrbs Hawan, Inc Hawan County Human Semce Nonprofit GnM Apphcatgn January 37, 2007 Page 1 of 10 B. Problem/Need: 1. What is the problem/need the proposed program is designed to meet? Besides other programs Goodwill Industries focuses services on adults with developmental disablllties and provides service to 78 participants on Oahu and 26 in Hilo within the existing Adult Day Heath program These programs are only accessible to Individuals, whose service funding has been authorized by the State Department of Human servlces/Department of Health Statewide over 800 Individuals are placed on a list wading for funding With every year, additional people with developmental disablllties are leaving the DOE system and are faced with a situation, where servlces avallablllty Is limited Goodwill's fee-for-service Adult Day Health service will offer an opportunity for persons to receive servlces, until Medicaid Waiver funding is available for these Individuals 2. Who is the target population and what are the specific needs? Adults wdh developmental disabilities from East Hawaii, whose specific needs are a home and community based program leading~tp a higher level of self-sufficiency and Independence In their Ide styles 3. What Is the geographical area(s) to be served, and hours of operation? The geographic area served by the program will tie East Hawaii, which will Include North 1£ South Hllo, Hilo and the Puna District. Goodwill Industries provides the Adult Day Health service In Rs facility located at 500 Kalanianaole Avenue, Hllo, daily from Monday through Friday C. CollaborotlonlCoordinatlon: 1. What specific measures will be taken to collaborateleoordlnate with other community resources to achieve maximum program efficiency and cost effectiveness? Goodwill Industries is an integral part of Hawaii's resources for persons with developmental disabilRies The agency works in close collaboration with a number of public and private human service organizations These tnGude the Department of Health, Developmental Disablldies Division, The State Council on Developmental Disabilities, and The Mayor's Commission for Persons with Disabildies, Hllo Medical Center Extended Care Und, The ARC of Hilo, Brantley Center, Family and Adult Services, East Hawaii Special Olympics, Affordable Catering, Hawaii Island Food Bank, HCEOC, County of Hawaii, Department of Transportation and other communty organizations Goodwill Industries will be a direct service provider and will not subcontract with other agencies to provide AduR Day Health Progrem services, however, services such as the catering of lunches and transportation for participants to and from the home are provided by other contractors 2. How will these measures reduce or eliminate any existing duplication of services to your designate target group? Goodw~q IndustrNa Flawau, Int Hawan Count' Human Ssrviw Nonprofit Grant Apphcatron January 31,2001 Papa 2 of 10 Staff will work collaboratively with the Department of Health, Developmental Disabilities Division, case managers and the other public and private agencies mentioned above prior to and during program participation to ensure the Individual goals and objectives are met and services are not duplicated D. Goals and Objectives: 1. What are the major goals/benchmarks of the proposed program? To provide Adult Day Health services for 350 hours unduplicated individuals with developmental disabilities meeting the assessment criteria of the Medicaid Waiver program Goodwill's goal is to provide Day Program activities and opportunities that well Improve the quality of life for each program participant These activities will Include teaching Individuals that they have the nght to participate in any decision making process that effect their lives Such as, their right to live work and Interact in the least restnctlve, Individually appropriate environment of their choice 2. What specific objectives/actlon steps are planned for each goal? When a participant selects Goodwill as the provider of choice, an Interdisciplinary team comes together for the IP meeting This meeting Includes the participant, his/her circle of family/fnends, Departmen~of Health, Developmental Disabilities Dlvlslon, Case Manager, agency staff and other concerned parties as requested by the Individual or guardian Needs and Interests are d+scussed and/or assessed to develop Individual goals and objectives for the program participant. Goals are broken down into measurable and achievable objectives or 'steps'. Dunng daily program hours participants receive training and/or Instruction based upon their Individualized goals and objectives Progress is documented on data collection sheets, through case noting and quarterly reports These documentation procedures are shared and explained to the Individual, Department of Health, Case Managers, guardians and the agency staff to ensure that all concerned parties are actively included In the progress and program activities of each participant Department of Human Services and the Department of Health, Developmental Disabilities Division, also monitor these reports, on an annual basis Upon the achievement a goal or goals a new IP meeting will be held, to determine new training areas for the participant 3. What is the timeline (start and end dates) for each action step? The assessment of needs, interests and skills is tamed out immediately after a person enters the Adult Day Health program An IP meeting well be held within 5 days of the program start date Baselines are developed according to the chosen goals and Implemented within the first 10 days of service Training on speck objectives as established through baseline documentation will be Implemented within 14 days of the service start date Should a participant not be able to achieve a particular objective or goal within 3 months, the goal well be reviewed and adjusted to better match the abilities of the participant A report Is completed on a quarterly basis outlining progress and accomplishment or addressing needs for further review and/or modifications to the training approach or Goodwill Industnes Hawan. Ine Hawan County Humen Service NonprofR Grant Appricat»n January 31, 2001 Page 3 of 70 method The participant or members of the Interdisciplinary team hold IP meetings annually or as requested Goodwill's Adult Day Health service is provided on an on-going bases 4. What significant client-centered outcome(s) will the program achfeveT Include in your answer how many participants/clients will a) Attain at least one personal program outcome; or In the past 90% of all program participants In Goodwill's Adult Day Health achieved at least one of their goals including all objectives over the course of one year This percentage Is to be expected the same for the fee-for-service participants included In this proposal Example AduH Day HeaRh Program -Money Management Goal. Using the Dollar Plus Strategy the consumer will select the closest dollar amount to cover purchases up to twenty dollars by March 2001 Objectives 1 The consumer will Identify aone-dollar bell when prompted 2 The consumer will identify afive-dollar bell when dFompted. 3 The consumer well identify aten-dollar bill when prompted. 4 The consumer well select the closest dollar amount to cover the purchase for an item costing between one cent and $5 00. 5 The consumer well select the closest dollar amount to cover the purchase for an Rem costing between $5 01 and $10 00 6 The consumer will select the closest dollar amount to cover the purchase for an Item costing between $10 01 and $15 00 7 The consumer will select the closest dollar amount to cover the purchase for an Item costing between $15 01 and $20 00 8 The consumer well select the closest dollar amount to cover purchases up to $20 00. b) Show measurable progress towards your program goals. Goodwill's AduR Day Health program Is participant centered and Is set up to Improve the quality of life, and for each person to achrove seH-determination and a high level of self-sufficiency Each participant has 3 - 5 individuaNzed goofs, which are broken down into small achievable teaming steps, which are also referred to as objectives The outcomes vary, depending on the Individual's abilities and pace 3 of Goodwill's participants Ilve In their own apartments. 10 participants are Involved In a work project, where they are paid based on their productrvlty level measured during a time study, which is conducted every 6 months Goodwill Industrbs Hawed, Inc Hawan County Human Sennce Nonprofit GnM Appfigtbn January ~1, 2007 Page ~ of 10 E. Service Delivery: 1. What methodology will be used in the proposed program's delivery of service(s)? The Adult Day Health Program is being based out of the Goodwill facility in Hllo Participants In the program arrive at 7 30am on a bus or via private transportation and leave between 1 30pm and 2 OOpm Dally activities are structured by a weekly schedule The schedule includes time for training on Individual goals and objectives, classes on various topics such as money 8 budget management, personal safety, cooking, food preparation, personal hygiene and social Issues Community access and recreational activities, such as, field trips, arts 8 crafts, bowling, swimming and gardening are also Included Work activities, such as janitorial services are also scheduled into the weekly plan Training is conducted on one-to-one basis or In-group settings Experienced, professional staff supervises, teach and assist participants In their activities. The ratio of staff to participants In the Adult Day Heath Program Is 1 3 8, which provides for a very Individualized and participant centered service After the participants leave the program staff reviews participant needs, progress and outcomes Plans for adjustments, schedule $rd responsibilities for the next day are discussed and documentation In participant files carried out Several times a year staff receives necessary training In areas such as Mandt, self- detertnlnation, Essential Life Style Planning, Client Centered Services, Bloodborn Pathogens, etc F. Evaluation: 1. What process will be used to evaluate the program and service(s)? Participant progress Is assessed through the measurement tools approved by the State Department of Health. Quality control follows the guidelines of Continuous Quality Improvement of the Medicaid Waiver Program The program has been and will be monitored by the Department of Human Services for sernce quality, safety aspects and participant Involvement CARF The RehabllRation Accreditation Commission Is the national accrediting body for Goodwill Industries Our most recent accreditation was attained In 1998 for a full three years The next accreditation visit Is scheduled In August 2001 How will this process measure the outcomes specified in Item D, (1 - 4?T Besides the tools of annual IP meetings and quarterly reports, development of Individual goals and objectives, training and progress documentation In participant files and regular review of outcomes are In place This process collects feedback and satisfaction levels via written surveys from participants, parents/caregrvers/guardians, employers and funders The Information Is compiled on an annual basis and steps for improvement are developed and Implemented based on the outcome measurement results This also includes an accessibility study for each program, which helps to recognize and/or remove possible bamers to accessing service Goodwill Indusbtes Hawan, Ine Hawan County Human Semce Nonpro0l Gant Appheatan January 31, 2007 Paps 5 of 10 G. Pronram Fees 1. Does your organization chars a membership fee for service participants? [If yes]: Describe or attach tea for service information] No 2. Does the proposed program charge participants a fee for service(s) provided by your organization? [If yes): a) Describe or attach fee for service information; and The fee for the Adult Day Health (ADH) services follow the fee schedule of the Medicaid Waiver program of $56 78 for full-day services (8 hours per day) and $28 38 for half-day services (3 hours per day) for generic ADH services on 260 days per year Lunch Is provided for the Adult Day Health program The fees for this service include transportation For Goodwill Industries this dally rate covers personnel and operating cost b) Describe how you will ensure that all interested participants will despite an inability to pay the entire tee. t~ Hawaii County funding well allow Goodwill Industnes to provide services to interested participants at a lower rate than the Medicaid Waiver rates. 350 service days will be provided under this proposal H. Viabili 1. What is your justiflcatfon or rationale for the expenditure of publte funds for the proposed progrem9 The amount of public funds expended to help offset the cost/fee for the Adult Day Health is iustfied, because the money invested in a program that attends to the needs of the participants is recovered in many ways It will help to serve more individuals with developmental disabilities in the Hawaii County community and will allow them to become more Independent in their lives, which well improve the quality of life for these individuals and also support the family. 2. What are your financial and programmatic plans to sustain the proposed program beyond the upcoming fiscal year? Goodwill Industries is amulti-funded non-profd agency and has a 40-year history of providing community based services in the State of Hawaii Goodwill has been in business in East Hawaii since 1998 Last year, we opened a retail store, which indtxies a processing and donations center Our training programs have most recently expanded to Include computer and office skills classes, along wdh lob placement services Last year, the branch placed 18 people into community employment It continues to be the goal of Goodwill Industries East Hawaii Branch to utilize the revenues produced by the retail store and the various training programs to provide funding for our training programs and keep them financially viable It is a model that GoodMnll Industrbe HawaM, Inc Hawan County Human Service Nonprofit GnM Applketron January 31, 2001 Pape 60110 has served Goodwill throughout the country with over 182 Goodwill locations in the United States I. Budget: 1 Complete the attached Budget tables, and 2 Provide appropriate attachments, as indicated ORGANIZATION/AGENCY INFORMATION A. Board of Directors: 1. Has the organization's Board of Directors received formal training within the past two- (2) fiscal years? [If yes] Attach certificationlverification of board training Yes, cert~cation of board training is attached 2. What are the rip marv roles and responsibilities of your organization's Executive Director? As mandated by the Bylaws of Goodwill 'ndustnes, the PresldenUCEO Is the executive agent of the Board of Directors his position has active direction and management of the business and other affairs of the corporation and performs such duties as directed by the Board of Directors The portion is responsible of the Board of Directors and reports to them at regular Intervals and at their request In addition, Goodwlli Industries has a Director, of the East Hawaii Branch operation This position acts as a member of the Goodwill Senior Management team, and is directly responsible for planning, directing and coordinating activities of the East Hawan branch to ensure that goals and ob/actives of the branch are accomplished within the prescnbed time frames and funding parameters Complete lob descnptions for both positions may be found in the attachments (See supporting documents -Staff Information) 3. What are the rto marv roles and responsibilkiss of your organization's Board of Directors? (Clarify role of executive officers vs. general membership). The governing body of Goodwlli Industnes is its Board of Directors, which consists of not less than fifteen or more than fifty members Presently there are 35 members Board members serve for a term of three years, and represent the broad community The Board of Directors has exclusive responsiblllty for the governance of the corporation including full power to establish polices governing the corporation, make decisions, control and direct the business and affairs of the corporation, and to hire the corporations PresidenUCEO The full Board of Directors meets every other month There is established an executive committee of which includes the Chairman, the 1" Vlce Chairperson, the 2ntl Vlce Chairperson, the Secretary and Treasurer, and five members at large The executive committee meets every other month in the off-months of the full board meeting, allowing the organization to conduct business in a regularly scheduled manner Goo0wdl In0usMes Hawau, Inc Hawan County Human Service Nonprolk GnM AppNCatlon January 31, 2001 Page 7 of 10 B. Past Performance 1 How effective has your organization/agency been in achieving program goals in the past two (2) fiscal years Include the following information a) quantitative data on numbers served; and Program Cllenb served in Clients served 1999 in 2000 Adult Day Health Program 6 3 H3CBS Medicaid Waiver Program 29 31 Personal Assistance Services 12 12 Speaalized Job Placement Services 12 21 Census 2000 /Job Connection 0 15 Computer Training 0 27 Office Skills 0 2 Total Persons Served 59 111 As you can see from the above table Goodwill has expanded services within the Last year from 59 to 111 persons served b. Qualitative data showing number and % of participants achieving measurable outcomes. The outcome measurements for last years H&CBS Waiver and Ault Day Health program are as follows Measures Goal Actual Number of people served A 29 A 31 Number of people who completed program posdrvely B 2 B 2 Number of people who completed program negatively C 2 C 0 Y Averege Length of aervlcs of progrem completere A 3.5 years A 3.5 years Cast per perton served B 570,898 B 68,953 A Overall consumer satlsfaclron q 80% A 100% 77 B Overall funding source sa0sfaction 8 80% B 92% GoodwiN Industnes HeweN, Inc Hawaii County Human Service NonproRt Grant Applkation January 31, ~n01 Paps a of 70 C. Financial 1. Have your organization's current program operations remained the same as last year? What major program or financial changes will ire incurring next year? The Goodwill Industries -East Hawaii Branch expanded and moved to a new facility last year The expansion costs were fully funded through sales in our retail stores, and our community contracts divisions The organizational budget Is approximately 9 8 million dollars, with the Hllo Branch at $650,000 The branch offers a wide variety of programs including • Personal Assistance Services • Specialized Job Placement Services for Individuals with disabilities • Retail and donation operation • Census 2000 (Job Placement program for TANF population) • Computer Training for economically disadvantaged individuals (WDD contract) • Occupational Skills Training • Fee for Service Adult Day Health Program • The Job Connection Program We have applied for several additional programs through the state Department of Heath and Department of Human Services We are awaiting word on those contracts 1. What Is the status of all of your organization's major contracts or agreements for the coming year (employment agreements, office leases, primary grant revenue/supplier, etc.)7 Current County funding for the present ADH program Is available until June 30, 2001 If this proposal Is funded, no interruption In service is anticipated Other programs are funded through purchase of service contrails with the State and are funded through June 30, 2001 Request for Proposals to extend and in some cases expand these contracts have been submitted We anticipate notification of funding for all programs in April 2001 2. How does the proposed program fit into your organizatbn's brig-range financial plan? Goodwill's mission and strategic plan focuses on services for people with disabilities and other barriers to employment It Is our goal to assist people in their effort to enhance their skills and abilities and Improve or overcome their barriers The organization maintains excellent fiscal stability, having In place appropriate operating reserves and proper cash management policies Goodwill Industries Hawall continues to commit provides support for the operations of the Hllo branch The overall financial goal for the Hllo branch is to become self- sustaining with the support of funding from outside sources, available grants and contracts within the next 5 years GoodwrN Industries Hawan, Ina Hawan County Human Service Nonprofit Grant Applloahon January 37, 2007 Pegs 9 of 10 D. Monitoring 1. During the past two (2) fiscal years, what financial and/or administrative monitoring has your organization received from any and all funding sources? Goodwill Industries prides Itself on providing quality services We participate In an independent, national accreditation to assure that our programs meet national standards In addition, we are monitored fiscally and programmatically annually on each of over 23 state contracts that we currently hold We have attached monitoring reports that are relevant tot he program we are requesting funding for A sample of fiscal and program mondonng during the past two years includes Audit Typs Corrtact Nama Company Phone Annual financial Cathy Combs PaMer Oshima, Chan, WikoH b 526-7322 Audit by a CPA Combs, Inc National CARF Director of Operations CARF 1-800.444-8991 Accreditation Adult Day Health Tony Wunsch Program DHS Home and 5865593 Monitor Community Based Servers Specialized Job Guy Tagomon Contrails DHS Division of 692-7729 Placement Semces Specialist Vocational Rehabildabon The Job Skills Ricky Oshiro Program DLIR Office of Community 5868675 Program Specialist Services Adult Day Programs Salty Luke Contrail DOH Developmental 453-6416 _ Specalist Disabilities Division E. Alcohol. Tobacco and Drug-Free Workplace Policies and Infotrtnation 1 How does your organization address alcohol, tobacco, and other drug prevention information dissemination as part of your workplace and/or program environment? Goodvnll Industries is committed to maintaining adrug-free workplace and a smoke free work environment and has policies in place to address these issues as noted in the Employee Handbook and the overall Policies and Procedures Books available to supervisors and all staff in all Goodvnll facilities. 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Fax (808) 961-8248 HAWAII COUNTY NONPROFIT GRANTS (FY 2001-02) FINANCIAL QUESTIONNAIRE Please include as an attachment an explanation for al I "NO" answers to questions # I thru # 1 I below Yes No X ? I Has the agency operated continuously for the past three (3) years X ? 2 Has the agency operated with a positive cash flow for the past three (3) yeazs~ X ? 3 Dces your Board of Directors approve a detailed cash flow budget before the beginning of each fiscal year X ? 4 Do your Board meeting minutes show that quarterly financial statements are approved X ? 5 Is your equity balance at least 20% of your Total Liability balance X ? 6 Is your Total Current Asset balance larger than your Total Current Liability balance X ? 7 Are bank reconciliation's and accounting performed by someone other than the check signatory X ? 8 Are you fully insured for the agency's vehicle(s) and building(s) X ? 9 Is your Workers' Compensation at least 2°/a of payroll X ? 10 Are you current (non-delinquent) on all payroll and payroll tax payments X ? 11 Is the agency free of any pending litigation, bens or 3udgments~ ? X 12 Within the past 12 months, has the agency applied for vendor or bank credit and was denied credits If yes, please explain As the grans applrcan; I certify that the agency has satrsjacrerrly responded to each ojthe above questrom and explained ar needed /hereby certrjy that this rnjormatron rs true and correct ro the best ojmy knowledge Agency Goodwill Industries of Hawaii, Inc ~ " Prepazed by Carol Taira, Director of Finance ~i~ll.S tt.tM(i.. SAh ~J(, a10p ff Pnni NamJrrtle Signaturesn rr,, Date Certified by Laura Robertson ~Q.t.c.vz.. ~oG•e~.l~ <~6-f~ 3t 2OUl Pnnt Name of Execuirve Dnecior Signature Date i • Goodwill Goodwill's December 30, 1999 Agency Audit includes Financial Statements for the past two years. I?1DCSTRIES H A VV A l l Please reference Agency Audit attached. a61o rcd~na~ sr.rrr H• ^lulu, Hf 96819-20]0 Bus~nrsr (808) 836-0313 Facsimile (8081833 4943 www hrgoodwsll org GOODWILL INDUSTRIES OF HONOLULU, 1NC. Financial Statements December 31, 1999 and 1998 Wlkoff, Combs & Co. (IYT~I IID rU811( ~C(G'UNIANIS Independent Auditors' Report Board of Directors Goodwtll Indusines of Honolulu, Inc We have audited the accompanying statements of financial position of Goodwlll Industries of Honolulu, Inc. (a nonprofit organization) as of December 31, 1999 and 1998, and the related statements of activities and changes in net assets, functional expenses and cash flows for the years then ended 'These financial statements are the responsibility of the Organization's management Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with generally accepted auditing standards Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of matenal misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation- We believe that our audits provide a reasonable basis for our opinion In our opinion, the financial statements referred to above present fairly, in all matenal respects, the financial position of Goodwill Industries of Honolulu, Inc as of December 31. 1999 and 1998, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. t~d 1 ? ~ liTn~6`a ~ lA. ~ (~I Honolulu, Hawaii February 22, 2000 900 Forl Areet Mall, Sulle 1040, Honolulu, HI 96813-3711, Tel (808) 528-7322, Fax (808) 536-0364 Walkea Yllas, 400 Hualam SI , Surte 195A, Hllo, HI 96720, TeUFax 1808) 933-1932 O P v O P ^ O I „ I r I ml m ,o a r e of ^I MI v rl - S •o o r r ~.~1 H _ h J ~ `o m F s w ~ Z 3° c o °c E ° ° v ~ + A f S ~ O Y 3 L!~ 9C .j C A e y m L~ V O 9 _ E = 3 8 ~ ~ _ _ =air ~ ~ ~ b ~ 8"e ~ - a ~ U °w e a v ~ E~ _ ~ ~ u ~.p e ~ r a. w z. ~ ° °o e w 'o E ° .J y o i ~ 'o V 00 V 7 H i c .~.t c E O o_ Z m O o - 2 0. a - S o ~ a w c _ ~ LL ss t_ ~ a S~w n oS.n r° S°g r °r. 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N Yr ? w V a oar vrivi rr c o o-a •c o N •D w E t w e.°O•.s.~Oi w T.rv- N w~ o b n a o r r' N - .D r N .'r y LL ~ M N Y y N 88 YY _ q V++O++ Oppp w~pp~~~/~n CI ~I rp wp Nl ~+p ~I ml ~ p^.~ wl PI 4 V w^ ~ N~ F N r Y O O d N ~ ~ h V NMlGV a OO r'1N r A ~ N N O_ V 'O O C V Y ~ ZO ~d O w C C V» r~ FY Y = ~ ` D V ` Y Y Z~ o > E a E~ 3 T r v c e D ° u e ~ .°r ~ r °y ~ 'o y > e ~ '3 3 ~ o o £ ? ~ ~ `o n n q~~ O z] 9 C ~ C ~ s y~ 3 3 ~ ~ ~ ~ o -aa ~Cj p S Z 0 w C L Y p 'J r O V C O O V ~ y D V w C L C C C P Z_ H p ~ V d 6 f' v ~ Vd V V=Ju~.m O2 xY. yr ~ d W Z Z of - ei of = _ ~ ~ _ ~ m e ~ ~ of ~ ~i m i _ _ i_i of ~ cl ryl n nl of F a~^ J _ C Z _ S _ ~w r LL ~ C W ~ ~ _ F ~ O 6 _ j Z Z E E „ u > u o.l ~8I ~I - a._.la as I c nl E w V cI _ it OI ~ - a p ~ ~ ^I ~ ^I vI N ~I B nl £I g $ n ~ 'fi't o ~ w ~ai nI ^ -I MI r . ~ ~ a S ~ z t E - rc S c - a E - ~ Z - 1_ °ra i E 3- s~ 3 S~ - 3 X o _a9:°sE z~g.. ~ " 5 e ~ ° ~ 8 3 ~ i ~ ° $ a a 9 ~ - ~ e ~ ou°O ~uC~S6d«~. o GOODWILL INDUSTRIES OF HONOLULU, INC. Statements ofCash Flows For the Year Ended December 31, 1999 and 1998 1999 1998 Cash (lows from operating activities: Changes in net assets $ 478,684 $ 742,735 Adjustments to reconcile changes in net assets to net cash provided by operating activities Depreciation and amortization 133,074 92,090 Endowment fund contribution - (10,000) Donation of land and building - (g6,t)00) Unrealized gam on investments (123,465) - Dividend income (102,551) - Capttal gain on investments (8,513) - Investmentfce 1,965 Loss on sale of stock 949 (Increaze) decrease in assets Receivables 868 (193,975) Bequests receivable 1,200,000 (275,000) Unconditional promises to give 3,015 10,500 Inventory 10,484 (30,836) Prepaid expenses and other assets (66,017) (19,305) Cash restncted for permanent endowmrnt 60,000 - Deposits 1,315 (12,168) Increase (decrease) to liabilities Accounts payable (1,935) 21,665 Accrued expenses 104,663 49,890 Deferred revenue 43,060 (43,837) Deferred rent (33,814) (15,930) Total adjustments 1,203,098 (512,906) Net cash provided by operating activities 1,68),782 229,829 Cash /lows from iovatiat activities: Purchases of property and equipment (198,054) (197,333) Purchaze of investments for endowmrnt fund (1,310,000) - Purchaseofcertificatesofdeposits (100,000) - Pioceeds from redemption of investmenu - 150,000 Total cash uxd in investing activities (1,608,054) (47,333) Net increase in cazh 73,728 182,496 Cash and cash equivalents at beginning of year 1,533,324 1,350,828 Cazh and cash equivalents at end of year $ 1,607,052 $ 1,533,324 Supplnrnnfnl cosh Jlow injornrrtnon Donanon o//and and building E 86 000 See accompanying notes to the financial statemrnts 5 GOODWILL INDUSTRIES OF HONOLULU, INC. Notes to Financial Statements December 31 1999 and 1998 Organization and Operations Goodwill ]ndustnes of Honolulu, ]nc (Organization) is a nonprofit, tax-exempt organization that was incorporated in Honolulu, Hawaii in 1959, and is a member of Goodwtl Industnes )nternational, Inc Its purpose is to assist persons with disabilities and other special needs to achieve them vocational potential and to maximize their ability to become self-reliant members of the community The Organization is accredited by the Commtsston on Accreditation of Rehabilitation Facilities, which sets national standazds for quality service to persons with disabilities The Organization receives the majority of its revenue from the sale of merchandise donated by the public, and contracts for custodial, rehabilitation, and other services Certain goods are also manufactured and sold pursuant to the terms of volume contracts Support is from pnvate agency_ foundation and individual contnbutions 1. Summary of Significant Accounting Policies Basis of Presentation The Organization reports information regarding its financial position and activities according to the following classes of net assets• Unrestricted ne? assets represent resources over which the Board of Directors has discretionary control. Temporarily restricted net assets result from contributions whose use is limited by donor stipulations that either expire with passage of time or can be fulfilled and removed by actions of the Organization pursuant to those stipulations. Permanently restricted net assets are from contnbutions whose use is limited by donor stipulations that do not expire Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all unrestricted highly liquid investments with a maturity of three months or less to be cash equivalents 6 COODVVILL INDUSTRIES OF HONOLULU, INC. Noses to Financial Statements December 31.1999 and 1998 1. Summary of Significant Accounting Policies, continued Purchased Inventory Purchased inventory is stated at the lower of cost or market, with cost determined on a first-in, first-out (FIFO) basis Promises to Give Support that is restricted by the donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which the support is recognized All other donor-restricted support is reported as an increase in temporanly or permanently restncted net assets, depending on the nature of the restnction When the restrictive purpose is accomplished, temporanly restncted net assets are reclassified to unrestncted net assets and reported in the statement of activities as net assets released from restrictions Property and Equipment Property and equipment aze recorded at cost or estimated fair mazket value at the date of donation Leasehold improvements are amortized utilizing the straight-line method over the lesser of the lease term or the estimated useful lives of the assets ranging from five to twenty five years. Depreciation is calculated using the straight-line method based on the respective estimated useful Lives ranging from three to ten years for furniture, equipment and vehicles Expenditures for maintenance, repairs and renewals of minor items are charged to expenses as incurred. Major renewals and improvements are capitalized. ]nvestments Investments are stated at mazket value Gains and losses ansing from the sale or other disposition of investments, unrealized gains and losses resulting from changes in market value between years for unsold investments, and all related income are reported in the statement of activities 7 GOODWILL INDUSTRIES OF HONOLULU, 1NC. Notes to Financial Statements December 31.1999 and 1998 I. Summary of Significant Accounting Policies, continued Donated Property and Equipment Donations of property and equipment are recorded as support at their estimated fair value at the date of donation Such donations are reported as unrestricted support unless the donor has restricted the donated asset for a specific purpose Assets donated with explicit restrictions regarding then use and cash contnbutions that must be used to acquire property and equipment are reported as temporanly restricted support The Organization reports expirations of donor restnctrons when the donated or acquired assets are placed in service unless donors stipulate how long the donated assets must be maintained The Organization reclassifies temporarily restricted net assets to unrestricted net assets to recognize the release of restnctrons on these assets Rehabilitation Activity The cost of processing donated merchandise, including wages paid to persons vnth disabilities, is considered a major portion of the Organization's rehabilitation effort and, accordingly, is treated as a current expense rather than an inventoriable assct Rent Expense Rent expense rs recognized on a straight-line basis over the term of the respective lease agreements Functional Classification of Expenses In accordance with grnerally accepted accounting principles, expenses aze categorized principally in terms of the Organization's individual program activrties or functions. Use of Estimates Preparing financial statements according to generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported, the disclosure of contingent assets and liabilities, and the revenue and expenses reported during the stated period Actual results could differ from management's estimates 8 GOODWILL INDUSTRIES OF NOIVOLULU, INC. Notes to Financial Statements December 31, 1999 and 1998 1. Summary of Significant Accounting Policies, continued Change in Presentation Certain amounts m the pnor financial statements have been reclassified for comparative purposes to confirm with the current year financial statement presentation 2. Restricted Cash Cash and cash equivalents are held in various bank accounts and mutual funds As of December 31, 1999, the following amounts were restncted Capital improvement project $139,842 Equipment acquisition 13,200 Other 3,321 Total restncted cash $1 3 3. Unconditional Promises to Give Unconditional promises to give of $6,985 as of December 31, 1999, are due within one yeaz 4. Donated Merchandise Revenue on the sale of donated merchandise, consisting primanly of clothing and furniture, is recorded as sales in the period sold. Prior to sale, the donated goods do not possess an attnbute that is measurable with sufficient reliability; nor, prior to sale, would any valuation placed on donatcd goods be verifiable. Before merchandise can reach a store, the merchandise must be collected, graded and sorted A significant portion of donated merchandise received is unsalable and is ultimately discazded. The cost and elfori of metalling and maintaining an inventory system that could effectively and consistently track donations from collection to sale or disposal, would be cost prohibitive and cannot be justified by the utility of the resulting information. Statement of Financial Accounting Standards No. 116, Accounting jor Contributrons Made and Conrribvtrons Received, requires that conlnbutions be reported in the period received, and be measured at their fair value, except when there is uncertainty as to its fair value Since the donations cannot be readily valued or valued with sufficient reliability, merchandise is not ascnbed a value when the donation is received 9 GOODWILL INDUSTRIES OF HONOLULU, INC. Notes to Financial Statements December 31, 1999 and 1998 5. Endowment Fund A $700.000 endowment was received from the Harry and Jeannette Weinberg Foundation (Foundation) to 1994, for the future maintenance and upkeep of the Organization's sheltered workshop and retail stores, and for maJor equipment purchases The contribution is invested in a certificate of deposit as prescnbed by the Foundation and may not be withdrawn without approval The Foundation must also approve use of the income from the certificate of deposit $48,139 of the endowment earnings for each of the years in ] 999 and 1998, were approved for use The $700,000 contnbution was contingent upon the Organization raising an additional 51,300,000 in matching funds by December 31, 1999, for the endowment fund The matching requirement was met during 1999, when the Board of Directors designated funds received from three bequests as permanent endowment funds At December 31, 1999. the market value of the endowment fund consisted of the following Cash $ 85,341 Equity secunties 644,636 Mutual funds 811,639 Subtotal 1,541,616 Harry and Jeannette Weinberg Foundation matching contnbution invested in a certificate of deposit 700,000 Total $2.241.616 The Organization anticipates the release of the 5700,000 contribution once the Foundation reviews and approves the matching funds. Until the funds are released to the Organization, the contnbution is reflected in the accompanying statements of financial position as deferred revenue The Organization has also been designated as the income beneficiary of deferred endowment gifts received by the Hawaii Community Foundation (HCF), a publicly supported foundation The value of the future income expected from the gifts held by the HCF is not included in the accompanying financial statements as the HCF may redirect the income distnbutions if it is not possible to use the income for the donor's designated purpose )0 GOODWILL INDUSTRIES OF HONOLULU, INC. Notes to Financial Statements December 31, 1999 and 1998 6. Investments The endowment investments at December 31, 1999, consisted of the following Market Unrealized Value Cost Gain Cash $ 85,341 $ 85,341 $ - Equ~ty secunties 644,636 576,872 67,764 Mutual fiords 811,639 755,938 55,701 Total $ 1,541,616 $ 1,418,151 $ 123,465 7. Line-of-Credit 7be Organization has a S100,000 bank line-of-credit available until August 1, 2000 Interest on the line is at 1 75% over the bank's base rate The entire line-of-credit was available at December 31, 1999 8. Coromitmenls The Organizatton leases six retail stores, and a rehabilitation facility under operating leases expiring at various dates through the yeaz 2004 Rent expense was 51,034,016 and $931,515 for 1999 and 1998, respectively. At December 31, 1999, future minimum lease payments are: Yeaz ending December 31 Amount 2000 $ 811,772 2001 533,985 2002 261,328 2003 70,001 2004 29,168 Total minimum lease payments $1.706254 Il GOODWILL INDUSTRIES OF HONOLULU, INC. Notes to Financtal Statements December 3 ] , 1999 and 1998 9. Contributed Facility The Organization leases its administrative offices and rehabilitation facility from the State of Hawaii fora $I per year untt) the yeaz 2031 The property must be used for programs required by the lease Since the Organization can choose to terminate the lease at any time, the lease has been detennmed to be an operating lease Based on a 1998 study, management's estimated $366,900 annual fair value for the use of the property is reflected in the accompanying statements of activities as contributed facilities support and expense. 10. Restrictions on Nel Assets Temporarily restricted net assets are released from donor restrictions primarily by incurting expenses that satisfy the restricted purposes Net assets released from restriction were for ]999 ]998 Capital improvements $69,979 $ 91,540 Equipment purchase 17,638 24,600 $87.617 $1 6140 Temporarily restricted net assets of S156,363 at December 31, 1999, are for capital improvements and production equipment acqursition. 11. Employee Benefit Plans During 1999, the Organization adopted a 401(k) plan that covers all employees who have met certain eligibility requirements Annual contributions to the Plan aze based on a percentage of each eligible participant's earned compensation, which rs determined annually by the Board of Directors. Contributions of 518,943 in 1999, are included in "payroll taxes and employee benefits" in the accompanying statement of functional expenses A Simplified Employee Pfan (SEP) was also available until ]991, when the Plan was suspended 12 COODW7LL INDUSTRIES OF HONOLULU, INC. Notes to Ftnanc~al Statements December 31, 1999 and 1998 12. Transactions with Affiliate As a member of Goodwill Industnes ]ntemat~onal, Inc , the Organtzatton paid the national organization $58,163 and $58.329 to membership dues for 1999 and 1998, respectively 13. Concentration of Credit Risk The Organization places its cash and cash equivalents with financial institutions located in Honolulu, Hawaii and vanous national brokerage (inns. Cash balances at each institution are insured by the Federal Deposit Insurance Corporation (up to $100,000 per account holder) or the Securities Investors Protection Corporation (up to $500,000 per account, rncluding up to $100,000 on cash accounts) At December 31, 1999 and 1998. $1,697,741 and $1,579,920, respectively, was not insured by the FDIC and $230,519 and $196.857, respectively was not insured by the S1PC $700,000 of the funds held in a certificate of deposit is also required to be deposited by the donor with a selected financial institution The Organrzation has not expenenced any losses in such accounts and believes it is not exposed to any significant credit nsks on cash and cash egmvalents. 14. Income Taxes As a nonprofit organizatron qualifying under Internal Revenue Code Section 501(c)(3), the Organization is exempt from Federal and State income taxes and has been determined not to be a private foundation within the meaning of ]ntemal Revenue Code Section 509(a). I5. Economic Dependency/Financial Support Approximately 54°/. and 51 % of the Organization's support for 1999 and 1998, respectively, was earned from contracts with governmental agencies A significant reduction in the level of this support, if this were to occur, would have an adverse effect on the Organization's programs The contracts for rehabilitation services require the fulfillment of certain conditions as set forth in the contract. Failure to fulfill the conditions could result in the return of funds to the govemmenta] agencies 13 . OMB No 1545 0047 Form 990 Return of Organization Exempt From Income Tax ~g99 Under section 501(c) of We Internal Revenue Code (except black lung benelil trust or private foundation) or section 4947(a)(1) nonexempt charitable trust TMs Form is [x!partrri«n M inn Tieawry Open to Pubbc Rle,nai wvenv. se.•ce Note The organrzahon may have to use a copy u/ Ihis return to satrsly state reposing regwrements inspection A Fw the 7999 calendar year, OR tax year penod beginning , 1999, arW endrn B Chalk A Aea» C Name of organizairon D Employer rtlenUOCatron number 1°•'^s Goodv4i11 Industries of Honolulu, Inc. 99 6001264 ? Onange d adtlres5 raMl w ? In~IW retrxn p+m or Number and street (d P O box 4 mad is not deLveretl to sheet address! RooMSU4e E Telephone number tYM ?F,nal return se. 2610 Kilihau Street (808) 836-0313 ? AmerVed return sNFaeRrK City or sown, state w country, and ZIP.4 F CnecR ? ? (requred also for Horn. Honolulu HI 96819-2020 ii exemptxm appla:atron slate reponng) , ~s pendng Q Typa of orgamzatan- rjQ Exempt under section 501(cH 3 1 ~ Insert rxxnber) OR ? ? section 49471aN 1) nonexempt chantatNe trust Note. Sectitxl sof(cN31 exempt organl:sbons and 4947(aN1J nonexempt ehantable Irusfs MUST attach a completed Schedule A (Form 99pN !i(al h IMS a group return riled Ip aiil0les~ . ? Yes ®No ! II e4her boa xl H rs checked "Yes,' enter fou-tllgit group tbl N "Yes" enter IM number of ai0hales for which IMS velum is riled ? exemplwn number (GE N) ? rry,r, J Accounting meltgtl ? Cash L'] Accnral-- - (c) bNis a separate return fled by an organaaliori corned by a group rulogT ? Yes ®No ? Other (specry) ? K CIMCR Here ? ? d the orgaraxalgn s gross rscelpis Ls normally trot mare than (25,000 The organ¢ahon need not tits a return wlh IM IR9, DW d d received a Fgm 990 PacRaga m the mod, rl strouW fie a velum without firwrcial wta Soma stNes rpWre a complete return Note: Form 990-EZ may be used by organ¢atrons wrtn gross receipts less than 5100.000 and total assets less than E250,000 at end of year Revenue Fit ses and C stn Net Assets w Fund Balances See S ecliic Instructions /Jn a 15 1 Contributions, gifts, grants, and similar amounts received a Direct public support _ 198, 938 b Indirectpublicsupport lb 102,492 c Government contributions (grants) 1t d Total (add Imes 1a through tc) (attach schedule of contributors) statement 1 (cash S _301,430 noncash S ) td 301,430 2 Program service revenue inclulLrg government lees and contracts (from Part VII, line 93) 2 4, 897 , 8l 7 3 Membership dues and assessmems 3 4 Irnerest on savings and temporary cash investments 4 36, 354 5 Dividends and interest Irom securities 5 206,253 6a Gross rents 8a b Less rental expenses . ~ c Net rental Income or (bss) (subtract Ilse 6b from tine 6a) ~ 7 Other Investmern income (descnbe ? 7 W $ecurdies I1s1 ODUr ea Gross amourn Tram sales of assets outer a tf7anlnverntxy 66,21 ~ b Less cost or other bases and sales expenses 58, 652 8b c Gam or (bss) (attach schedule) . 7 , 564 ~ d Net gam or pons) (combine vine Bc, colurms (/y and (B)) ,statement ltd 7 , 564 9 Special everns and aafvdles (attach schedule) a Gross revenue (not indl7dirg S 14, 880 of contributions reported on Iir7e ta) 9a 3, 720 b Less died expenses other than fundraising expenses 9b 3, 720 c Net income or (loss) from special events (subtract tine 8b from Gna 9 ~ 0 10a Gross sales of inventory, less returns and allowances t0a L r 885, 649 b Less cost of goods sold , statement 3 1gb 96,533 e Gross prold a poss) tram sales d menlay (attach schedule) (subVact Nne ! Ob from Nile 1 Oa) , tOe 2 , 7 89 ,116 11 Other revenue (from Part VII, Ilse 103) 11 2, 337 12 Total revenue (add lines 1d, 2, 3, 4, 5, tic, 7, (Id, 9c, 10c, and 71) . 12 .2 , 71 73 Program services (from Ilse 44, column (B)) 13 7 ,127 , 303 14 Management aril general (Irom line 44, column (C)) : 14 6 8,160 15 Fundraising (from Ilse 44, coumn (D)) 15 32, 026 18 Payments to affiliates (attach schedule) . Statement 4 18 58>163 17 Total expenses add lines 18 and 44, column (A) 17 7 , 8 5 , 52 78 Excess or (deficit) for the year (subtract lira 17 Irom Ilse 12) . 18 355.219 _ 19 Net assets or fund balances at beginning of year (from line 73, column (A)) . 19 3,6 5>585 ~ 20 Other changes in net assets or fund balances (attach explanation) Statement 5 20 1 3, = 21 Net assets or fund balances at end of ar comfJine fines 78, 18, aril 2 21 •1 For Pawrwork Reduction Act Notice, ses Dage t of LM separate rnstructlona. Cat No t ;2e2Y F^"- F«m 990 (1999) Page 2 Statement o1 Ad «gan¢atAns must c«npiele coMm yA). CoMms ley, ICy, and ID) era iequred t« seciron 501(cJp) and la) «gan¢alions Functional Expenses and seabn 19n1eNt1 rxaie..enot hush but opbnal 1« others (Sea Speaec tnsbutigns on Page 19 ) Dio not include amounts reported on hne py rotel lel Rogram Ic) Mrregement tD) F~ndra~srng 6b, 8b, 9b, 10b, or 76 0l Part I ss~~e: era 9a~eral 22 Grants and allocations (attach schedule) . (cash S noncash S ) 22 23 Specilie assistance to titdrvtduals (attach schedule) 23 24 Benelits paid to or for members (anach schedule). 24 25 Compensation of officers, directors, etc 25 148 1 8 14 1 28 Other salanes and wages 26 27 Pension Plan comnbutioru - 2T 4 28 Omer employee benerits ~ 4 29 PayroNtaxes ~ 2 30 Professional hmdrawing fees . ~ 31 Accounting fees 31 2 12 2 32 Legal fees 32 5 0 33 Supplies 33 361 78 34 Telephone 34 58 278 35 Postage and shipgng ~ 10 528 38 Occupancy 36 1 168 37 Egtnpment rental and malmenance . 37 58 8 38 PnmMg and pudicalions ~ tl 39 Travel - 39 144 4 40 Conferences, conventions, and meetings . 40 8 212 41 Interest 41 42 peprecialxm, depletion, etc. (attach schedule) 42 133 074 1 43 Other expenses (itemizek aAdveztising• 43e 45 317 4 General Hxcise Tax _ 43b 217 850 2 7 b . o Fees and Cotimisaions 43e 239 927 2 8 d Dues--••---•- • 43d 8 8 9 e Client Services 43e 298 241 44 7oulMc4oiiale~eiwsla00ine+221htu~KfOrpriOfsa • cFleae MweUmYr~iwu-tS. 44 7,827,489 7,127 303 668 160 32 026 Reporting of Joint Cosb. Dld you report in cdtam (Program sernces) arty )Dint costs hom a combined educahonal campaign and hxidraiskg sdkrtetton7 . ? ? Yes ~ No n -yea.' enter (q the aggregate artiaait d ntsss )oiit costs s : (fi) uta amount alocated to Program servkes f the amoutt allocated to and S ,and tM amoutt albcatM to Fundr ' f Statement of Seevfce sttmertts See illc Insttucttons on 22. What is the organization's primary exempt purpose9 Vocational. training.S_ job;R7.dCRWeAk..- Prograrii s'^'ke All arganu:alfons must dearnbe their exempt DtaPoae acNevertterds in a clew and cOnC6e nwxier Stets the number OMerfrN r~a ri( d tbnts served, pub6cati«is issued, ate. Dlsaua achiaverrisrita that are rwt rr>wuable. (Section 501(c)(3) and (4) ~ ~~1 organtzatbrie and 4947(aMt) rtonaxampt eMrNabN tnnb must dso enter the amount of grants and albealgrts to others) w.s ) ocat one eve uat on_ tra n ng; jo p a_ceaient services, supported--__..--.. a employment, personal social adjuetteeaE and community outreach programs . ~ 1? -serve a tote of 7 --arsons with disabilities and barriers to • eiployment (GrarMS and aAocations i ) 2 281- 552 o>toaun ty an ac ty seed contracts, NISH, ro rams served 71 b - - - ........••---.-...-...---....-...-...F....B....-.....-...--•--...--...-... indlv3d'uals vitli disabi~i.ties (Grams and aNOptions S- ~ ~ - ) 2 068 195 o eta store opera[ one program provided employment trainin8 and job . . opportun i es £o ••5•s6eltered~vorkers and 400 persona from the -Oot®unity•Sentence Servicing Program Grants and allocations f ) 2 777 556 d Cate o avai_ cont_ri u_tes the main faci__lity at 2610 Kilihau Street-on ~a•lessed basis ~to -allow the •oiganiiation to_ -serve the 65 shelt_e__r_ed___ _ worlieis •a__nd' offers •i}ieu employment •trainin •~and~ o ~ortunities ..---•--....---.-?..--....--RP...- . - - A`MV• ierit ;lbb;906 -(Grants and altocalions f ) e Other am sernces attach scheduN GrarHs and allocations f f Total of Progrrrt Serriee Expenses (should equal line 44 cdtxtn Program services) ? 7 127 303 Fnnn ~ 114001 Fain 99011999) Page 3 Balance Sheets (See Specific Instructions on page 22 ) Note: Where required, attached schedules and amounts within the descnphon IA) Ig) column should ba for end-ol-year amounts only Beginning of year End of year 45 Cash-non-interest-bearing 2 0 45 46 Savings and temporary cazh investments 1 590 424 48 47a Accounts receivable 47a 743 523 b Less allowance for doubtful accounts , 47b -0- 7 4 1 47c 4(Sa Pledges receivable 48a 1 , 200, 000 b Less. allowance for doubtful accounts . 48b 46c 49 GraMS receivable . - 49 50 Receivables from officers, directors, trustees, and key empbyees (attach schedule) . 50 51a Other notes and loans receivable (attach is schedule), 51a » b Less allowance iw doubtful accounts . Stb 51c 52 Inventories for sale w use . 4 0 52 53 Prepaid expenses and deferred charges 26 1 53 54 Investments-securrlies (attach schedule) ~ 55a Investments-land, buBdngs, and equipment bass SSa ~4 b Less accumulated deprecation (attach schedule) 55b 55c 58 InvestmeMS-other (attach schedule) 800 000 56 57a Land, bWldings, and equipment basis . 57a 1 574 351 b Less• acctxrwlated depreciation (attach schedule). 57b 843 823 66 4 57c 58 Other assets (descnt9a ? DeDOSi[s ) 58 59 ToW asaeb add Imes 45 tlrro 58 must cal line 74 5 1 0 59 ti0 Accounts payable and accrued expenses . 567 410 fi0 7 61 Grants payable 61 n 62 Deferred revenue . 867 472 62 a° ti3 Loans from officers, directors, trustees, and key employees (attach D schedule). ~ j 84a Tax-exempt bond Gadlrlbs (attach schedub) 64a b Mortgages and other notes payable (attach schedule) 64b fi5 Other IiabdAies (describe ? ) 65 6s Tobl xabiNttas add fxtes 60 t 65 . 4 86 Organizalbrq Iltst falbw SFAS 117, cheek ham ? ®and complete hoes » 67 through 69 and lines 73 and 74 67 Unrestricted. 3 409 526 67 7 3 fib Temporarily restricted 226 059r fib 1 6 m 69 Permanently restricted 60 000 69 0 Organizations that do not lollow SFAS 117, check Item ? ~ and ~ complete lines 70 through 74- 0 70 Captal stock tout principal, w current turrds 70 `.f 71 Paid-in w capMal surplus, w land, bsldirg, and equipment fund 77 72 Retained earnings, endowment, accixnulated income, w other funds 72 73 Total net assets or Lund balances (add lines 67 1Mough 69 OR tines Z 70 through 72; column (ly must equal line 19 and cdumn (B) must equal line 2t) 3 695 585 73 4 174 2 74 Total liabrlitias and oat asseb! futd Wlsrtces add Ones fib and 73 5 130 467 74 7 I Form 990 is available tw puDl'ic irupet.•tion and, for some people, serves as the primary w sob source of information about a particular organrzatron How the pubFc perceives an organization m such cases may be determined by the mlwmauon presenr= - on its return Therefore, please make sure the return is complete and accurate and hilly describes, in Part III, the organize+• programs and accomplishments r9mr 990 (1999) Pag„ 4 Reconciliation of Revenue per Audited Reconcrliatlon of Expenses per Audited Financial Statements with Revenue per Financial Statements wrlh Expenses per Retum (See Specific Instructions, p e 24.) Retum a Total revenue, gams, and other support 8, 831 , 489 a Total expenses and losses per per audited financial statements. . ? a audited financial statements ? a 8 352 805 b Amounts included on hne a but not on b Amounts included on hne a but not line 12, Form 990' on line 17, Form 990 (t) Net unrealued guns 123 465 (t) Donated services on investments S ~ and use of fecildies S 366, 900 (2) Donated services 366,900 (2) Fnoryearadrystments and use of facilities S reported on fine 20, (3) Recoveries of prior S Fonn 990. S year grants (3) Losses reported on (4) Other (specify) line 20, Form 990. S - 14) Other (specify): S Cost, of .Sales 96,533 Add amounts on Imes (1) through (4)? b 490 365 Spec, Eventcost S 3.720 Add amounts on Imes (1) though (4)? b c Line a minus Ime b, . ? t: 8 341 124 c Line a minus I{ne b R c 7 885 6 2 d Amounts Included on hne 12, d Amounts included on hne 17, Form 990 bul not on has a: Form 990 but not on hne a: (t) Irnestment expenses (t) trn experses not included on fine noted on hne 6D, Form 990. S fib, Form 990. S (2) olr,er ( dvf: (2) Otr,er tspec~ty)• Cost of Sales Inv-(96,533) Spec_.Event.(3.72fj1 3 Add arraunts dN Rnes (1) and ? d 100, 253) Add amounts on Rites (q and (2) ? d • TotY rwanus per Rns 12, Form 990 • Total sxpsrtsss per Rns 17, Form 990 o w Iine , ? 8, 240, 871 Ina o Rrte . ? 7 885 652 List of ONIc•n, DNraetvrs, 7FtNNes, tMTd Key Empbysss (l.lst each one wen K not compensated; see SpecHlc Instruetlorm on pope 24.) W nerr• rid eddrees (N Tqe end evwWa noun DM ~j not~gM, s~~r w/q~Eeir sr+s iwwri~ea ~ neNi tlwoUO b pWelon Laura__Hp12a;1~oR,,,,,,,,,,,,,,,,,,,,,,,,,, , President/CEO 2610 Kilihau 80,825 3,817 1,655 aro Taira Dir of finance Kilihau St. ,Hon. ,HI 96 19 40+ hrs er wk 67,333 2,165 -0- August Yee _ Chairman, Board 2b1'0''iCiTfiau'S't.,Hon:';Hf"'9b81"9" 2+ hrs per vk -0- -0- -0- c ore Cut e_r _ _ _ st V ce Chair "2816"tCilifiau'$t., })on:,'}iI" 4b91~3" 2+ hrs per vk -0- -0- -D- ay on ey _ _ _ _ n V ce Chair '2816"KiYifiau'$'t:;Hon: ,111"'" 9b81'9"" 2+ hrs per vk -0- -0- -0- ary ems reasurer "2616"iifYifiau'"$t:;i3ori:';NI"""Ib~T9"""""' 2+ hrs per vk -0- -0- -D- oug as m t Secretary -2616'"it"iYifiau""St.;ilori:';ilf""'96~T9"""'""'" 2+ hrs per wk -0- -0- -0- eorge umner a coe® D r '2616- R"iTiltau' St ~ ;11ori: ;Hf'---96BT9-'"-'-"-- ~ ~irs pet v~i -0- -0- -D- erry on a one ec come, D r "Z6I6-'ICiTiTiau""S't~;Hon:'; NI"-'9'6BI9'-"-'--- 2+ hrs per vk -0- -0- -0- ovrar aria a ec comet, D r -76111'Kililiau $"t:;lion:,Hl "98814 2+ hrs per wk -0- -0- -0- 75 Dd any officer, dbectar, bastes, a key e^iptoyee recent aggiegsta compensation d more then 5100,000 Irom your orgari¢atiori and all relalad orgairraROfis, d which more ann S10,000 was proridad by the ratHed arganratloris7 ? ? Yes ~ No M "Yes," attach schedule-see'' cAfc Instructions on page 25 Fpm ~ (7999) fain 99009991 Page $ Other InttNmatlon See S ific Instructions on a e 25 Yes No 78 Dd the organrzatan ergags m arty actmty rot prevgiisly reported ro 1M HST H "Yes,' attach a detailed destrptan of each actNiy 76 77 Were any changes made in the organizing or governing documents but not reported to the IRS 77 It "Yes," attach a conformed copy of the changes 78a Did the organizalwn have unrelated business gross income of 51,000 or more durng the year covered by this returnT 78a b I1 "Yes," has it filed a tax return on Form 990-7 for this year't - - 78b ~ 79 Was there a Ipudatan, dissolution, termination, or subslaMial caMractron durng the years If "Yes,' attach a statement 79 BOa Is the organaatan related (other than by associatron with a statewide or natanwxle organization) tluough common membership, governing bodies, trustees, officers, etc , to any other exempt ar nonexempt organizationT BOa b If "Yes," enter the name of the organization ? - - - - - - - - - - - - - - - - and check whether d a ? exempt OR ? nonexempt Bt a Enter the amount of pordlcal expendAures, direct or indirect, as descnbed in the N/ A ~ instructions for Inns Bt. 81a / ~ b Did the organization file Form 1120-POL for this yearT. - 816 82a Did the organaatan receive donated services or the use of matenals, equipment, or facilities at no charge or at substaMialy less than fair rental valtre~ - 82a X b If'Yes; you may indicate the value of these items here Do not nnclude this amount as revenue in Pan I or as an expense in Part II (See instructors for reporting in 366, 900 Part III 82b 83a Did the organization comply with the public inspection regwremeMS for returns and exemption applications 83a D Did the organization comply with the disclosure requirements relating to quad pro quo contritxnrons'+ 83b 84a Did the organizaton solicit any contnbutans or gifts that were not tax dedtrctrble~ - 84a b If "Yes," did the organzation include with every solicitation an exp~ss statement that such contributions ~ or gibs were not tax deductibles - 84b 85 501(cX4J, (5/, a (6) orgarvzarrons a Were substantially a6 dues nondeductible by members - 85a b Did the organization make only in-house lobbying expenditures of 52,000 or less? ~'`b It "Yes' was answered to either BSa or 85b, do not complete BSc through 85h below unless the organization received a waiver for proxy tax owed for the prior year c Dues, assessments, and similar amounts from members - 85c N/A d Section 162(e) lobbying and polmcal expenditures - BSd s Aggregate nondedtrctibb amaxM of sedan G033(e)11)(A) dues notices BSe 1 Taxable amount of lobbying and poGtkal expenditures (line 85d lass BSe) ~ g Does the orgaruzatlon elect to pay the sedan 6033(e) tax on the annownt in 8517, ~ h H sectxnn 6033(extX/y dues notices were sent, does the organzatan agree to add the amount m 857 to its reasonable /A estmale of dues abcabk to nondedretible kbb'yin9 and poFtical axpanddwas for the tollowng ta~r~ar1. 85h 88 501(cX7) org= Enter. a hibatan fees and capda! contributaris iicArded an Fite 12 86a b Gross receipts, included on Irma 12, fa public use of club faciFties. 86b 87 501(cX12) ags Eller a Gross income from members or shareltoklsrs. - 87a b Gross income from other sources. (Do not net amounts due or paid to other N/A sources agarrnst amamts due or received horn them ? - - 87b 88 At any time during the year, did the orgarizahon own a 50% o? greater interest in a taxable corporetion or partnership, ar an entdy disregarded as separate Iron the orgernizatkn under Regulatans sections % 301 7701-2 and 301.7701-3T H "Yes,' complete Part IX - ~ 89a 501(cX3) orgarraaNa~~nter. Amownt of tax imposed on~ orgaraxatan during the year urndR~A sectnon 4911 ? ,section 4912 ? ; sectnon 4955 ? b 501(cX3) and 501(c)(4) orgs Did the agarezauon engage m any section 4958 excess benefit trarnsaction durng the year a did a become aware of an excess benefA traruaction Irom a prior yeaR If 'Yes; attach X a statement explaining each transaction. B9b c Enter Amount of tax imposed on the organizatan managers or disqualified persore dwirng IM year under N/A sections 4912, 4955, and 4956. ? dEnter Amount of tax on line 89c, above, reimbursed by the~[garuzatnon. - ? 90a List the states with whaA a copy of this retwn rs filed ? ----31b- - - - - b Number of employees emplo ed i th p red tea Intl es M 12, 1999 (See inst) 90b ~aronl ~~fra, U~rec~or o~~inance 836_-0313 91 The books are m care of ? Telephone no ) - - - Located at ? -_2610 ltilihau Street, Honolulu, HI 96$19-202b - ZIP ~ 4 ? - - 92 Section 4947(aX1) nonexempt charrfade trusts Fling Form 990 rn heu of Forth 7041-Check here . _ and enter the amount of lax-exempt interest received or accrued dunnC the tax year ? 192 I Fain 990 i+?9O1 Fain 990 (x9991 Page g Analysts of Income-Producing Activities (See Spectflc Instructions on page 29 ) Enter gross amounts unless otherwise Unrelated business xlcoma faesrded M section st2, StJ, a SiC pc) mdtcated W (al (p Related a Busness code Amount Fathsron code Mrrount exempt lunch 93 Pr ram service revenue income a Skills Training ti Placement 2 226 331 b Contracts Program 2 671 486 c d e f Medicare/Medreatd payments . g Fees and contrails hom government agertcles 94 Membership dues and assessments 95 Interest on savings and temporary cash Imestmerrts 14 36 354 96 Dividends and interest from secuntres 14 206 253 97 Net rental income or (loss) from real estale- a debt-financed property . b not debt-financed property . - 9B Nei rental income or (loss) Irom personal property 99 Other investment Income 100 Gam a (loss) Irom sales of assets other than Inventory 18 7 564 101 Net income or pons) Irom spetral events 102 Gross profit or (loss) from sales of Inventory 2 789 116 103 Other revenue a Miscellaneous Inc 2 337 b c d e 704 Subtotal (add columns (e), and (E7) 250 171 7 689 270 tOtS 1bW (add tNte too, coksms (q, and (EN 7,939,441 Note:1.lrra 1015 s tins id Part should equal the amount on fine 12, Part - RelatlOnship of AC to 1111 Ac of Exempt Pu as (See Specific Irtstructions on 30 ) Lkls 110. Explrn how each actMty for rrlYdr Irtcorna is reported m edunn pa d Part Vt caM~tAed snfwrtarrlly to the accompbdsnerrt ~ of the orgarezatbn's exs+npt tturposaa (otMr tltan M provrtlkp herds for ouch purposes). 93a These funds are received from a varlet of vocatinal trainin ro rams for ersons With disabilities and other disadvanta in conditions 93b These funds are received from co®unit and facilit contracts utllizin a workforce co risin of ersons with disabilities 102 These funds are received from the sale of donated merchandise that has been collected, rocessed and routed to stores utllizin ersons with disabilities and other barriers to em to nt as art of their vocational trainin . Inttlrmatitln R Subsidtrlat and Entitles (Sae Spaeilic ttn pa'~gle 30.) Name, address, and EIN d earpaaton, PerCarMape W NaNe ~aellvNles Told Income End-d year art , a ilia riled eM etereu assets N A 96 lArdar penaaiasd ixxtuy. I dxlra a+st 1 here axanensd e+s,ea.n,.cwlrq.cwmp.ylrgsa,eaW.s rw swenwNa and ro ur t»s1 a ny Iuwwledye Please and tRtaM, d a mle. constr. and conglele necrrelbrr a preys (osier men oakw) b Auad an Y niamallon a wMCn waverer nn ary ercwletlya (erpatane sea nerrral ee:truonon U, peas la Sign ' ~ ~ IPtay 15,2000 1Laura Robertson, President/CEO Here a oleos title Typ. a pore erne and ua. Paid Prap81°r~e' o... Cneck s Raprar'a SSN a PTIN sgMlve ~d ~ PrtPattl't Firm's name la EM Ust 9nq yorrs a see-arryroyed) ` end adaeu ZP ~ ~ ? Fain 990 (1999) SCHEDULER Organization Exempt Under Section 5t)i(c)(3) on,e Np 15E50047 (Form 990) (Except PrNata Foundatbn) and Seaton 5011e), SOtIQ, 5011k?, 5011n), or Sactlon 19471a)It) Nonsaempt Charttabb Trusl 0 Supplementary IMormatia~---(See separate instructions) ~~J99 o•p««,.m a m• n.cu7 an«nr w..~u. s«.c• ~ MUST be completed by 1M above o Msationa and attached to thnr Form 990 or 990-E2 Name d the a9anaaoon Emplorer ndenldkabon number GOODWILL INDUSTRIES OF HONOLULU, INC. 99 6001264 Compensatbn of the Five Highest Pafd Employees Other Than Officers, Directors, and Trustees See pa e 1 of the nnslructnons List each one. It there are none, enter "None la) Name and address d each ertpbyee paid more pl TiIN and avsra9a hoes U) Conlnbuuons ,o lei E.txnse than (50000 per reef Bawled Io posdbn k) Compenaa,gn mployee eenehl Dtarrs 6 accourn and doer defnwd com maUpn allovzances Roy Hung Director of - ~ ~ - ~ ~ ~ ~ Operations $ 67,000 ; 1,264 -0- 2610 Kilihau Street 40+ hrs per week Lavra Kay Rand Director of ~ g~ ~ Public Relations ; 53,337 ; 2,715 1,692 2610 Kilihau 9 eet ~ Honolulu, HI 9619 40f hrs per week Total number of other employees paid oni T50,000 . ? Compensation of the Five Highest Paid hxfependsnt Corttrectors for Protessfortel Services (See 1 of the instructbtts. Ust each one (whether individuals or fans). K there are none, enter "None' pl Name and aRaaas of each Ytdepwdwa cpnaacna pftl nton Ihn f50,00D WI Typs of seeks Icl Copgensa,bn None Tolat rwrr,ber d others receNtrg over 550,000 tar prolesstonal services . ? Far Paperwork Raduetbn Act Notke, fee M9e 1 0l eta hrhtetiona M Form 990 and Font 119o-Q. Car. reu t tYesc seMeuna ~ !Form O°" hrtlixe A iFOrm 990) 1999 Page 2 Statements About Activities Yes No 1 During the year, has the organrzatron attempted to rn0uence national, state, « kcal kgrsla6on, including any atlempl to influence Dublic opinion on a legislative matter « reterendumT 1 X M 'Yes,' enter the trial expenses pad a incurred m connection wxh the ktbbying actrvdies ? f Organizations that made an electron under sectron 501(h) by filing Fam 5768 must complete Part VI-A Other aganzatrons checking 'Yes: must complete Part VI-B AND attach a statement gmrg a detailed description of the lobbying aclrvrlies 2 During Itro year, has the «gan¢atron, either dnectty or indirectly, engaged rn any of the tolbwing acts with any of rls trustees, dnactors, officers, creat«s, key empbyees, « members of Cher tamilgs, « with any taxable «garezatron wdh vfiith any such person a affiliated as an officer, direct«, trustee, maprrry owner, « principal benefx;iary- / a Sale, exchange, « leasing of propertyT ?a X b Lending of money « other exteruion of cr~lT 2b X e Fyrnrshmg of goods, services, or lacilities7 2e X See Form 990 X d Payment of compensatron payment « reimbtrsement o1 expenses if more than 51,000)7 part V 2d X s Transfer of any part of its income « asselsT - 2e M the answer to any questron rs 'Yes,' attach a detaied statement explavng the trarssactioru. 3 Does the organization make grants scholarships, lelbwships, student bans, etc 7 . 9 X b Do you have a sectron 4031b) annuity plan la yo« empbyeesT . 4a b Adach a statement to explain how the «ganrzatbn detamwies That vrOMduals « aganaatbns receivkg gents «bans from e m lurtherence of ns charilabb pr ems to receive ts. 2 of the trrstrirctrorrs ) Reasbn for Non-Privets Foundation Status (See pages 2 through 4 tN the instructions-) TM agarezatron rs rrot a privets foundatron because d is: (Please check ony INiE applicable box ) S ? A church, cornsmbn d ctxwches, « association of chvches Sedbn 170(bxt)(l1)(f). 6 ? A school Sectbn 170(bHt)IA)QI). (Afro complete Pert V, page 4 ) 7 ? A hospXal « a cooperative hospdd service «garilzelbn. Sectlon 170(b)(1)(A)(ii). 6 ? A Federal, state, a loca{ 9ovemmem « govertwtierMal unA. Sectron 170(D)11xP.xv} 9 ? A medical research «gan@atron operated m coryirx.Ybn with a hospilal Section 17gbM1J(A)(iri} Eller the lrospNel'e nsrne, c'rry, end stale ? 10 ? An «ganizatron operated f« the benefit d a college a university owned «operated by a gwemnrenlal unit. Sectlon 170(bxt)1,A)(iv). (Atso complete the Support SeheduN m Part N-A) lla An «genizatron that rtormaly receives a substerafal part of ds wpport from a govemmmtal urxl « kom the general public. Batten 170(b)(1)IAJIv). (Also complete the support SeheduM in Part N-A) lib ~ A cammiriiry tnW. Section 1701bx1)IA)(vi) (Also complete the Support Schedule N Part N-A) 12 ? An orgariizalron that normally recervex (1) mac then yttXa% of fls support from contribuliorts. rtierttberslrip less. and Boss receyts from acbvilres related to ils chardeble, etc., lunctiori~sub)ect Io certain exeeptbm, and (2) ra mac then 33M,% of ils support from goes irweStment income end urreleted business taxable income pw sectiai 511 taN Gam biefrresses acquired by the «gariizatron arter June 30. 1975. See section 509(ax2). (Nso complete the Support SeMdrre in Part N-A ) 13 ? An argarr¢abon that a not controlled by arty daquailled persons (other than foundatbn merrsgsrs) and supports organizations described in. {tl lines 5 though 12 above: « ~ section 501(c)[4), (5), « I6), rf iMY meet the test d secton 509(ax2} section 509iai(3)1 Pronde the Idbrvrng ml«ma6on about the wpported arxzatroris. (See page 4 0l the Insbuctb~.) la) Name(s) of supported «ganaatiori(s) ro)~1Q number from above 11 ? An «garxzation organized and operated to )est 1« tzi+b8c ~etY Section 509(axf} (See page 4 of tM i~tructbns.) _ ScMduM A (Form seal le9e Sc1,etlWe A (Form 990) 1999 Pa0e 3 SUppOrt SChedUle (complete only A you checked a twx on hne 10, 11, or 12) Use cash method o/ accountlnp. Note. Yov may use the worksheet rn the mslructrons /w converting Irom the accrual fo the cash method o/ accounting Cdendar year (or liaeal year beginning n) ? (a) 1998 (b) 1997 (e) 1996 (d) 1995 (e) Total 15 Gros, grants, andcartributronsrecerved (Do 279,095 237,612 698,566 1,583,225 not include unusual grants See line 26 367 , 95 18 Membership lees received 17 Gross receipts Iron admissiore, merchandise sold or services pedormed, d 6,932,93 6,026,896 6,017 104 5,703,041 24 , lurrxshing of lacdilies n any activity that is . ,679 974 not a business unrelated to the organization's chardable, etc, purpose. 18 Gross ncarria hom interest, dmdends, amounts retched hom payments an securdies bare (sectxxt 512(a)(5)), rents, royalties, and 104,087 100,827 74,372 55,120 334,406 unelated txrsrness taxable ncome (less sedion 517 loxes) Irom busnesses acquxed Uy the organ¢auon after June 30, 1975 19 Net ncome from unrelated business adndip not mduded m line 16 , 20 Tax revenues leveed Id the dganizatron's beriefd and eithn pad to d w expended on its Deha6. 21 The value of services d facilities furnished to the organizatron by a governmental unit without charge- Do not uk:lude the value d 366 , 900 5~0, 000 500, 000 500 , 000 1 , 866 , 900 services or lacdnies generally furnished to the pufNic without charge 22 Other ncome Attach a schedule Do rot 17 , 435 7 , 062 9 , 792 1 , 441 35 , 7 30 ncfude ar (bss) Iron sale of cap4d assets 23 TddMlinplSthroughz2 7 6,913,880 6,838,880 6,958,168 , 24 Lme23mnuylmel7- 85 ,37 886,984 821,776 1,255,127 2s Enter 1 % d iris 23 7 , 89 69,139 68, 389 69, 582 28 Organf:•tiona described on hoes 10 a 11: a Enter 2% of amount in cowmn (e), Gne 24. ? 2~ b Atlacfi a lial (which is not open to puDllc uispettiai) showing the name d and amount contributed by each parson (other Than a governmentd urxt d publicly wpponed orgamzatron) whose told gMs iw 1995 through 1998 exceeded the amount shown m Ime 26a. Eller the sum of all These excess anrounts. ? 2~ c Totd support Id section 509(aHt) lest. Enter Ina 24, cohxnn (e) . ? 2k , d Add Amounts hom coumn (e) Id Ines: 18 334 , 406 19 -0- 2Y 35,130 26b 3~- ? tad , e Pubix: support (fine 26c moos fns 26d totaQ . ? 2W f PufrBc percent (Brie 2f1e b•irne?ator) diNded by Boa 2!M ldsnorMntlor} ? 201 8 % 27 Org•rixatfori• described on Nrie 12: • For amounts irickrded n hop 15, 16, and 17 that were received Irom a 'disqudihed person; aUach a 1st Io slaw Ilis name of, end told amants received in each year hom, each 'duquehlled person' Enter the sum of such smounts for each year: pppLICABLE (1998) 1171 111 (1995) b For arty amount aicluded tin Ina /7 that wp received Irom a nondequdified person, attach s 1st to show IM name of, and amount received Iw each year, that wp rtrore Owi the Niger of (1) the amount on kie 25 for tM yyes••rr ar 55,000. (Include in the 1st wgari¢atrore descnbed in hop 5 1MOUgh 11, p ws6 as ndmduab.) After comgAing the dBNrence between the amount received and the Niger amarM descrbed m 17) or 121, enter the sum of these diHersicp (f/ie excess amounts) fw each year: (1998) (1997) (1996) (1995) c Add: Arndxils from cdumn (e) tar Imp: 15 16 17 20 21 ? 27e d Add line 27a Idol and hne 27b told . . ? 27d e Public support (line 27c told minus hne 27d total). ? 27e f Totd support for section 509(a)(2) test EMS artiouM on hne 23, cohlrm (e) ? 2Tf g Publk support percentage Qine 27e (iwmeralw) ~vided by Bii• 2711d•nanMiMOrN, , ? 27 h ImesUnent income percentage pin• 18, column (e) (numerator) dNWed Ihie 27f (denomMator)J. ? 27h `M 26 Unusual O•rantx For an organization described b iris 10, 11, ar 12 that received airy teaDUel grants durag 1995 through 1998 attach a list (which a nd open to pubic nspeetbn) Id each yes sfrovnng the rrrris d the coritribulw, the date and amount of grant, and a brie) desuiptron of the nature of the yraM. Do not include these grants n fine 15. 1Sp page 4 0l the iretruclrons__ ScheOult A (Form X501 b A (Form 99~ 7999 vage 4 Private School Questionnaire (See page 4 of the instructions.) (To be completed ONLY schools that checked the box on line 8 in Part 1 NOT APPLICABLE Yes No 29 Dces the organrzatron have a racraey nondrscrrmrnatory policy toward students by statement rn ds charter, bylaws, other governing instrument, or in a resdutron of its governing body? ~ 30 Does the organrzatron rntlude a statement d ds racraly rrorMiscriminatory poBry toward students in aN ds brochures, catalogues, and other wMten corrrrwnicatbns with Ms public deaArg wdh student admrssrons, programs, and scMlarshrps7 ~ 31 Has the agan¢ahon pubNclzed ds rectally r7ondrsarminatory poky though newspaper or Woadtast media dunng the period of solrGtabon far students, or dtwg tits ragtsiratbn period d d has no sdtcdabon program, m away That makes the policy krgwn to aN parts d the generM conxrnuaty d serves?. 31 N 'Yes,' please desartx, d 'No,' please explain (N you need more space, attach a separate statement ) 32 Does the orgarxzation n7arMain the IoNowerg: / a Retads rrrdtcatrr7g the racial camposdron d the student body, laculty, and adndrYshethro staHT 32a b Retards documenlrrg ltwt scttolarshPa end other financial asst7danca ere awarded on a racially norMiscnnxnalory e Copies of aN catalogues, Gochures, annour7cements, and other wntten armxrracalioro to the public dealing wdh student admasxxu, programs, and schdarshrps?. ~ . 32e d Copies d all material used by the orgarszatbn ar on ds DeAaN to sdred cor7trrbutbns? 32d N you answered 'No' to any d the above, please explain. (H you need more specs, attach a separate statement ) 33 Does the orgar7izallon discrirninats by race n airy way wM respect to: a Shxfents' rights ar pmrlegasT. 33• b Admrssior7s po8cies7 33b c Empbymerd d tacuNy or adrMnrstrative stall? 33e d ScMlarshipa ar other financial assistants? 33d e Educalror7al poRCiesT 33• g AtMetlt programs? . h Other extrac7sricular ac11vN1ss1 33h If you answered 'Yes' ro any d the above, please sxpgkr. (N you need more space, attach • 7ceparets statement ) 34a Does the orgarvzatron reserve airy finantral and or assistance korrr a govemnieMal agencyl 3w b Has the organization's rgM to such aid ever been revoked or suspended? 3~ ll you ar7swared 'Yes' to edtiv 34a a D. please explin iakg m astachsd statement. 35 Does the orgarrzation terbfy Mal d ties ton7pNsd with the applicable requirerrisrds d setHoro 4 01 though 4 OS d Rev Prot 7550, 19752 C B 587, racal nondsaYrariatlorYt N 'NO,' attach an ton 36 leaW/r~ A Mawr seat 79e9 ' Sctxidub A (Form 990) 1999 7 5 Lobbying Expenditures by Electing Publfe ChazRles (See page 6 01 the instructions ) (fo be completed ONLY by an ellgtble organization that filed Form 5768) Check here ? a ? it the Organ¢allon bebngs to an aflillated group NSA Check here ? b ? it you checked "a" above and 'limited mntrd- provisions apply la/ limits on Lobbying Expenditures Atritiated group To be compktrrtl totals for ALL Nectxq (The term 'expenditures' means amounts paid or Incurred) agen:atxxu 36 Total lobbying expenditures to influence public opinion (grassroots lobbying) ~ 37 Total lobbying expenditures to InOUence a legislative body (direct bbbyirog) - 37 38 Total lobbying expenditures (add Imes 36 and 37) ~ 39 Other exempt purpose expenditures ~ 40 Total exempt purpose expenditures (add Imes 38 and 39), ~ 41 Lobbying nontaxable amount Enter the amount Irom the lolbwing table- 11 the amount on Tine 40 ts- TM bbbymg nontaxable amount itti- Not over 5500,000 20% of the amount on fine 40, Over 5500,000 but not over 57,000,000 , 5700,000 plus 15% d the excess over 5500,000 Over 51,000000 but not over 51,500,000 5775,000 pNs 10% d the excess over 51,000,000 4t Over 57,500,000 but not over 517,000,000 5225,000 plus SX d the excess over 57,500,000 Over 517000 000 - 51.000,000. 42 Grassroots nontaxable amount (enter 25% of line 41) . - 42 43 Subtract Ime 42 Irom line 36 Enter -0- d line 42 is more than line 36 u 40 Subtract line 41 from tine 38 Enter -0- it line 41 is more Than lne 38 u Caution I/ there rs an amount on either Ime 43 or line 44, you must fi'IR Form 4720 4-Year Averag-"ing Period Under Secifon 501(h) (Some organizations that made a section 501(h) election do not have to caripMte a0 o(11M five cdumns bebw See the inslrvctroris for lines 45 tMOUgh 50 on 7 0l IM aoshtrctions ) Lobbying Expendittab Durirg 4-Year Averaging Period Calendar year (or (a) (b) (cJ (e) Irseal year Deginnng in) ? 1999 1998 1997 1996 Total 45 Lobbying nontaxable amount. - 48 lobbying ceiling amount (150% d line 45(e)). 47 Total lobbying expenditures . 48 Grassroots nontaxable amount . 49 Grassroots ceihrg amount (150% d Fria 48(eJJ 50 Grassroots bbbymg experiddures Lobbying A1:Wity CY Notlleleetkq Publfe Chsritfes (For reporting ony by organizations that did not complete Part VI-A) (See page 8 of the instructions ) Dunng the year, did the organization attempt to in0uerics national, slats or local bgfsls6on, triclidriq arty yM Na Am«~ attempt to m0uence public opinion on a legislative matler a referendum, Ilrotgh the use of a Volunteers. X b Pad stall or management (Include compensation m expenses reported on firias c IMough h) X / X e Media advertisements . d Mailings to members, legislators, or the public X e Publications, a published a broadcast statements X 7 Grants to other organizatrons la bbbymg purposes - X g Dxect contact with legislators, their stalls, government officials, a a IegralatHe body . X h Rashes, demonstrations, seminars, conventions, speeches, lectures, or any oMer means . X i Total bbbymg expenditures (add lines a through h). 11 'Yes' to any of the above, also attach a statement giving a detailed descriptiixt d the bbbymg activities. _ ScMdda A tFOmi 9?~'~ SUiMub A IFam 990) 1999 P s Information Regarding iFansfers To and Transactions and Relationships With Noncharitable Exempt Organizations (See page 8 of the instructions ) 51 Did the reponirg organizatan deectly ar indrecity engage in arty of the following wdh any other organaalion described in sacra 501(c) of the Code (other Than section SOt(cx~ organizalaris) or m st:ction 527, relabrg to pofilical orgamzabons7 a Transfers from the reporting organizatan to a rancharitable exempt orgarozatan of Yes No p) Cash 51a i X fl 01her assets e 11 b Other transactions Sales or exchanges of assets with a ranchardabls exempt organlzatron b t X n Purchases of assets from a nonchantaDle exempt orgarxzauon a X (Itl) Rental of faaldies, equpnlenl, or other assets t X {n) Rt:+mMxsement arrangements X (v) Loans a loan guarantees . X (v) Performance d services or membership or haldraiselg sdk:datiorts X c Sharing of lacddies, eglapnerM, mai4ng Ibis, other as,4atA a pad employees . c X d n itie answer to arty d the above o •Yas,' carrtpl.te Cts ~'aig scltedds. Cokem sharrd ehvsys show rite far market value of the goods. other assets. or services gMen by ttta roporbrg orgWZahon q the orgerlatdwt received bsa than tae market vakte n any transactan a shenng srartg:rrievil, show n coharn the value of Ifis goods, odler assets, ar services recetverk NI (sl Icl lei lne no Amour xrvoNetl Name a mitclxvitatxa sxsmq orgariRaixin Dmcrlplbn of trmters, liarisactbns, are shykg anariaeironts 52a Is IM orgartizatan dlrecty a sidirettly aflnleted vrAh, tx related to, one a more tax-exempt orgarazatioro descrdted m section 501(c) of the Cods (other Than sedan 501(c)(3)) or n Becton 5277 ? ? Yea ? No b If •Yes; a the sdtadtrlc ly Ibl kl ran.. a orar+4aeon Typa a txgriCallon DatiatDSCn a tartWraJilp Sc11eWN A 4iorm t/re) t999 Goodwill Industries of ~,,,nolulu, Inc. Fed I.D. No.: 99-6001264, State I.D. No.: 10001864 Attachment to Form 990, Calendar Year 1999 Form 990 - Part I -Revenues, Expenses and Changes to Net Assets Line 1d -Contributions greater than $5,000 Statement 1 Name and address of contributor Type of Contribution Amount Mclnerny Foundation Cash 578,000 c/o Pacific Century Trust, P. O. Box 3170, Hon., HI 96802 Sophie Russell Trust Cash 55,700 clo Pacific Century Trust, P. O. Box 3170, Hon., HI 96802 George N. Wilcox General Trust Cash f7,500 clo Pacific Century Trust, P. O. Box 3170, Hon., HI 96802 Freer Eleemosynary Trust Cash 55,000 c/o Pacific Century Trust, P. O. Box 3170, Hon., HI 96802 Castle b Cooke InstHute Cash 57,500 P. O. Box 5132, Westlake Village, CA 91359132 Grace Lebrecht Trust Cash 520,475 clo Taylor, Leong, Chee,737 Bishop Street,Honolulu,Hl 96814 Hawaii Community Foundation C~h 510,000 Jessie Ann Chalmers Trust Cash $10,000 clo Pacific Century Trust, P. O. Box 3170, Hon., HI 96802 Kmart Corporation 55,000 Contributions < 55,000 5212,255 Total Cash 5301,430 Line 8d -Net gain gloss) Investments -Statement 2 Capital gain from sale of mutual funds and stock Invesments 57,564 Line 10b -Cost of Sales -Statement 3 Cost of merchandlsNrood purchased for resale 596,533 Line 16 - Payments to Affiliates -Statement 4 Goodwill IndusUfes Intematlonal, Inc. 1998 Dues 558,163 9200 Wisconsin Avenue Bethesda, Maryland 20814-3896 Line 20 -Other Changes in net assets or fund balance -Statement 5 Un?ealized gain from Increase In market valve of Mvestments S 123,465 Goodwill Industries of honolulu, Inc. Fed I.D. No.: 99-6001264, State I.D. No.: 10001864 Attachment to Form 990, Calendar Year 1999 Part II -Statement of Functional Expenses Line 42 -Depreciation Depreciation Methodl Type of Fixed Asset Depreciation Useful Life Custodial Equipment 7,229 SU 3 to 5 years Administrative Equipment 53,302 SU 3 to 5 years Store Fixtures 2,376 SU 3 to 5 years Plant Equipment 10,764 SU 3 to 5 years Transportation Equipment 34,847 SU 3 to 5 years Cafeteria Equipment 110 SU 3 to 5 years Leasehold Improvements 24,444 SU Lease term Line 42 (A) -Depreciation ;133,074 Part IV -Balance Sheets t! Line 56 -Investments Time Certificates of Deposit ;900,000 Mutual Fu~dslStock Investments ;1,541,616 Grand Total -Line 56 ;2,441,616 Line 57a and 57b -Land, buildings and equipment Accumulated Type of Fixed Asset Cost or Basis Depreciation Custodial Equipment 49,029 38,006 Administrative Equipment 262,771 146,072 Store Fixtures 33,622 25,752 Plant Equipment 152,745 103,232 Transportation Equipment 344,015 232,788 Cafeteria Equipment 146,056 144,761 Leasehold Improvements 500,113 153,212 Building 54,600 0 Land 31,400 0 Line 57a -Total 1,574,351 Line 57b -Accumulated depreciation ;843,823 Goodwill Industries or Honolulu, Inc. Fed I.D. No.: 99-6001264, State I.D. No.: 10001864 Attachment to Form 990, Calendar Year 1999 Part V -List of Officers, Directors, Trustees and Key Employees(continuation) (A) Name and address (B)Tttle and Hours (C)COmpensatton (D) Contnb (E) Ezp Acct Martin Jaskot Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Barbara Ctpowski-Silvey Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Bob Bassett Director - 0 - - 0 - _ p _ 2610 Kilihau St,Honolulu,H1968i9 2+ hours per week Eddie Flores, Jr. Duector - 0 - - 0 - _ p _ 2610 Kilihau St,Honolulu,H196819 2+ hours per week Admiral Ronald Hays Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolutu,H196819 2+ hours per week Dr. Tyrie Jenkins Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H196819 2+ hours per week Quentin Kawananakoa Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,Hi 96819 2+ hours per week Roy Ktng, Jr. Director r - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,Hl 96819 2+ hours per week Rene Mansho Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H196819 2+ hours per week Suanne Morikuni Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolutu,H196819 2+ hours per week Jack Takeda Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Jerry Tokars Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H196819 2+ hours per week LIII Hatlett Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Gloria Huber Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H198819 2+ hours week Jan Berman Dlrector,Executiv~ Comm - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H196819 2+ hours psi week Robert Horwath Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,H196819 2+ hours week John MacDonald Director - 0 - - 0 - - 0 - 2610 Klllhau St,Honolulu,H196819 2+ hours per week Thomas Mendes Director - 0 - - 0 - - 0 - 2610 Kilihau Sf,Horalulu,H196819 2+ hours per week Mary Pat Waterhouse Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolufu,H196819 2+ hours per week Mel Mortkaml Director - 0 - - 0 - - 0 - 2610 KiNhau St,Honolulu,H196819 2+ hours per week James Wayman Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Jody Schucart Director - 0 - - 0 - - 0 - 2610 Kilihau St,Honolulu,Hl 96819 2+ hours per week Peter Zarimba Director - 0 - - 0 - - 0 - 2610 Ktlihau St,Honolulu,H196819 2+ hours per week Goodwill Industries of Honolulu, Inc. Fed I.D. No.: 99-6001264, State I.D. No.: 10001864 Attachment to Form 990, Calendar Year 1999 Schedule A, Part IV-A Line 26b -Name of contributor , Amount Harry and Jeanette Weinberg Foundation, Inc. 1994 150,000 Harry and Jeanette Weinberg Foundation, Inc. 1996 150,000 Theo Davies 8 Company, Ltd. 1999 86,000 Total 386,000 Less: Line 26a (77,633) Line 26b Net 5308,367 L' r r U. S. 'i ri~ASURY DEPARTMENT ~h ~~~1r,• INTERNAL REVENUE SERVICE i l DIR111C+r DIN[RO/I M• ~ 25, 1962 1`0:7-1TA-62-6 itC~. 'J7 Coda 414.2.009 CooGtia411 Irdaotslioa oY Sooululu, Iac. 11L7 r-.......... I,vo~iDO ruw?ora ro-.allslu 17, ilcvaii CQarita'rlo rover r¦e¦ ncournxo 1C] res Q wo ¦ccovrrrre ?cnroo cro- r"o Jrcoo 90th C4otiecaot Bard upon the evldenn tubrNtted, Il Is held that you tae exempt Imm Fairtral income lox os an opanlxutron descnlxd In stctlon S01(e1(3) of the Intemd Revenue Code, e¦ rt Is shown the you sae oruonrxed and opeMed excluslvelY la the pumnse shown above. Any fur nrons eonceminq taxes isrred under other subtltlea of the Code should ty submitted to us. You ve not requlre.i to file Federal Inroms fox returns ao tarp ns you relarn on exempt status, un- Icr.¦ you iue suhre• t to the lox on wreloted business Inenrrr Imposed by xctron 511 0l tin Code anti ae requlrrtrl to Illrt horsy 990•T lot the purpose of repr,nrrrp •rnrelur,•d brrslneas taxable locator. Any chongc~ In y.wr r•haoeter, purposrl or mellwd of operation rrMud be reported rmmrdlately to II,1¦ attics for : rnr :rdemlron of their ! Ilect upon your exempt alalus. You should also report unr clronge in your n,¦rr• or odrtens. Your Ireblllty for IUlnq the annual Inlrxmutlon return, Form 990A, Is set lorlh ahcve. That velum, II reported, mrnl be I/led alter the close of your annual aernwtlnq period Irdlcatrd rrDOn. Contrlburtons mode to you are dedurtlF,le Ivy donors os provided In aectlon 170 0l lln Code. Flr• quests, logocres, devises, Ironalers nr ~rfls tb or for your vets are dedurtlble for Federal crisis arri pill lax purposes under the Ixovriwns of soctlon 2(155, 2101r and 1522 0l tlxr Code. You ore nut ll~bla for the taxes Imporvd order the Prrlernl Insrrranre Conlrlbutlons Ar 1 (social security loxerrl ru.irtis you Ills o wMver of exemption crrtllrrotw ns provldad In such Act. You ore not Ileble la fire me Impor~d ursler, the Federal Unemploymrnt T.rx An. Inuurrres about the waiver of exsmt•Iron rettl(Ienae Inv rrnclal security foxes rdrrul,l a oddrvsxoJ t0lhtn cities. Thb le a delsrmrnnUOn Ie11H. Yery r.ttuly yours, r• • V. 1:vune DSecrLec DLreet~r EMPLOYER t9ENTIFICATION N0. 99-001264 wwr 295 1¦r? ••+4 ~ ~ FORM DNP-2 1!2000 STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS 0 ~ ~ ~ B Business Registration Division ~s n 1010 Richards Street U Mailing Address P O Box 40, Honolulu, Hawan 96810 ~ z ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAM 01 TTA Ef ~a ~taaarAl6ks (S.c,a.~363a H,~~R,w,.~sbluYq H1lWAlt PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK The undersgned, duy aulhor¢ed officers of the corporabon submiOmg these Articles of Amendment, terbfy as lo0ows fry 1 The present name of the corporaton is D ~ ~ tp ~ n~ ~ r Goodwill Industries of Honolulu, Inc. LL 1S ` L 2Mn 2 The name of Ox corporauon rs changed to Goodwill Industries of Hawaii, Inc. QOODwtIIIMDUSir.rea na a~urur 3 The amendment to charge the corporation name was adopted (check one) al a meeteg of Ore members held on ra.w ow nrt A quorum was presets at the meetarg, and al least Mvtfwds d the members presets of the meeting voh!d to adopt the amendment. OR by the wnHen consent of all d the members of the corporation entrlled to vote, OR ® al a meeting d the Board of Dlractors held on June 3 2000 Ia e.r rM A quorum was presets at the meeting, and a rnapnly d the drredors m office voted to adopt the amendment, OR by the vmtlen consent d aN d the Board o1 Dlractors 4 The amendment was adopted by the Boats of Dlnctors because (click Doer ® Ne corporation has no members; OR ~ there era no members enlNkd to vde We certrfy under the penalties of Sedan 4158-15B. Hawan Rewsed Statutes, That we have read the above staternents and Thal tlx same are Irue and coned Signed the 3rd day of June 2000 August Yee, Chairman of the Board Laura Robertson. President/f. F.O (T,n~++¦... a rrt Ir/M~+~. a raq ism.. rt tsyr.• r aasup SEE INSTRUCTIONS ON REVERSE SIDE The articles must be signed by hvo rndrvrduals who are officers of Ore corporaton ACORD_ CERTIFICi4. E OF LIABILITY INSUBd'1NC~ °"'~'""'°°"Y' RON 1 01/OS/Ol PRODUCER THIS CERTIFCATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Heffernan Zaeuraaca Brokers HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1350 Carlback Ave, Suite 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW nut Crank G 94596 ~ne:925-934-8500 Fax:925-934-8278 INSURERS AFFORDING COVERAGE 1NwRED INSUREAA 9afaco Iasaraau /BN WSURER0. National IIaioa Yire insurance Goodniiill Ind. o! Hawaii u16URERC BaTraii 1 era ltutusl 8onolului8Iu96819 t INwRERo- WSUREA E COVERAGES 711E POLICIES OF INSURANCE L13TED BELOW IMVE SEEN LRSUED TO 711! BNURED HAYED ABOVE F011 THE POLICT PERDD WDR711ED NOTYADLRTANDINO ANY REOUIRDIENT TERM 011 CONDITION 0 ANY LONTIMCT OR OTIEII DOCWEIff NTIII RESPECT TO Yellf9l TIRS CERTIFIGTE AMY SE YSUED OR YAY IRFTAW TIIE NYMANCE AFFORDED BY TIE POLICEB OESCRa[O IIEREW g B7AJER TO ALL iNE TE11A16, E%CLUSIONS ANO CONORgN6 OF SUCH POUCEb AGGREGII7E LB/TB SNOMM MAY NAVE SEEN REDUCED SY PAD CLAM{. L TYP[ OP BeeeIAMC[ POLICY MUeeR DA Y DA Y UIYIi GENDIAI. LUUmmr EACH OCCURIENCE B 1DDDDBD A z feBeEAL111LGEMERALL1ABl7TY cP7777072 of/ol/ol 0l/01/02 FplOAYAP,E(MryaNSe) B2ooaoo CIAMS MADE ?Z ocCUR APED DaIARra. Peel 810000 i Loployea Beaelit PEIAaowuAACVn1ASn s1000000 oDEIW.AGOREDATE B 2000000 GEITt AOGREOATE LBB/APPlE3 PER RIORICIS•COI~IOP AGG B2BDDCDD POUR PA° LOC AUTOeOBRl 11A~1T' COAlBED SBIQE LMR ANY AUTO IEr. RRlere S ALL ONWED AUTOS soDRrB/Amr B SCHEDULED AUTOS (P~ NRED AUT09 BODILY BLAINT' S MON-OVRED AUTOS ~ PROPERTY OA1M/TE B O~ AedO"q bMAOB UABBTTY AlRO OAIY•FA ACCDEM t ANY AUTO OTNEJI THAN EA ACC i ALrro alar Aco B DTC[SS LTASBITY FACII OCCURRENC! BS, 000, 000 B Z occuR ~CLAM6YADE BE7398750 01/01/01 01/01/02 AocREaATE ',5,000,000 f DEDIIRABIE S Z RETEIIIIOII Bail B ' TAORRDO WIlBIMTION AND Z C D~DY~~Y NC10000061232000A 06/01/00 06/01/01 aL.EAfJ1AOCD0IT B 1000000 e~DYEA!•ue~l +1000000 eLDePASE•racrLaer .1000000 oT11De DeeovrloN a aPMAATDNatounDAwMDSaltIDDLUaaNeABDm YY DIDORYIADRAPICML rRwYADYB Re: Haraii County HLman Bernice Eon-profit 6raat. 'the Grtificate Holder is included as additional ianared ae respects General Liability. CERTIFICATE HOLDER Y ABg110NA1 BIBIIR~ IIYIIIIQ IiTTR CANCELLATKIN CODl1T-6 a1D1ADAYYDP THE ABwenooB®Fwco Be culra~^xroRE THE mIRA TMTY TNWOP, 7NY BB1m10 B1aSY9lMl16pAY011roYAa 30 TMYB TMRIEN County of Hawii NoneEronleeeRlsuTe"aaelYRYmroTNELesr.wrrPAwRET000eoawu.l Department of 1lnanc• IwoacwoawlaATnwoRLwwirYyANrRWOwoNTNeWwRa.mnoe,Nnp. 25 Aupuai 9traet, Rm. 118 Hilo HZ 96720-4252 "°~A 4CORD 25S )7NT) OACORD CORPORATION 7933 - V ~ 1,~ ~~~`t#ul`~ :11M111tttt ~rrttsurl~ ~r~pttr#mpn# ~nnnwn ~7# itt l~erphp rrr#if~ri~ ~r the ~ a ~e w.nd enact ~o~s ~ A.°PLICATION FOR C}iARTIIt dF INCORPORATION filed in this office on Yay 29, 1999 end CHi+RT~t OF INCORPORATION of GOOD1fILI. INDiSTRIFS OF RONOIALII, INC. anted on Jame 4, 1959. .~II 1QII11tB8 Of(JtftAf J /~raro~ !o set mks died and a~sed t/ce deal o~ the ,1~ ~yFwrGrne,.t, .°1.~~ q~,~aieaii, t/es 29th ~ ~ Jtms >9 59, Act sag ,°l! ~ ,.,,~to,~sAn' y~'~:,~ TEERITO[Y O1 N?NAII OFFICE OP F1fE TRTdSUD>Z In thn !fatter of the Applicatton ) o! ) ) COOD4ILL I16fUSTRI6S OT BONOWIA, IIiC. ) ) Por a Cluztar o! Lneorporattoo ) ' CHARTEI O1 INCORPORATION TO ALL IO f810!! TN656 1pES1aYS MAY COlLs I, RAM 7AI 126, Ttaaausar o! the Tarrttgy of Navati, aasW Gteettsqu WllZtL18, LEDLIi SAYD6, NA1lOlD C. SCMt1ALT, MILT. 8NIO60 TANAD6, RODEBY A, ODROCR, ROL1D SACUN, and D.[. Mstphy Nava Dada appllcattoa to rsa as ouch Staaauror o! the Terrttory of 14vatt aforasatd to 6rmt to then and Clots aaaoe Ltaa a Charter o! Incorporation as a non-prottt eozporatLm ussdar ehe Haar o! '1000ffYltt ]~IDUSTRIES OT IIONOLUW, IIiC." for the pus- . poses and with the pons haratnaidr atacad, NON, TIRRE10R6, RNOY Y6, that I, the aafd RAM TAI 12E a weh Trnuurar doraasid, Fry assd vlth the conaaot o! the Cwernor of said • Terrttory and !n the nzareL• and asmcutton o! wary povar and w[horlty Lo aoyvLa anabltog N to tbU bahalt, haroby conatituta the aatd 72SLIE SAYR6, HAROLD C. SCIRIACR, IBS. 8RIO60 7ANAD6, IiODERT A. ORAOCR, ROIJ1Im ~ SACIIN, astd D.R. MU6TBt and Chair asaocLtaa a eorporatlov under the lava o! the Terrttory of i4vatt. _ I. The name of the eorporatlon shall be "GOODWILL INDUSTRIES OF HONOLULU, INC. It 1¦ affllfated with Goodwill Industries of America, Inc. II. The location of the principal offlee of the corporation shall be at Honolulu, Ctty and County o[ Honolulu, Territory of Hawaii. III. The obJaet• and pitrposa• of the corporation are: To provide • employment, training, rehabilitation, and opportunities for personal ' growth for the handaeappad, the disabled, and the disadvantaged. By the inspiration of religion, through oeeupationaltraining, and useful employment, and by the skillful use of Lha taehdque• of rehabilitation, •oeial work and life guidance, this corporation shall seek to asst st the handicapped, the disabled, and the disadvantaged to attain the fullest derelopmaat of which they are capable, IV. 'The duration of said corporation shall be perpetual. - Y. Tha offleers of the eosposation shall be eteeted or appointed ae the by-lar¦ shall provide, and any ad¢itfonal offices may ba created , , in the manner provided Dy said by-laws; provided that until their eue- cessors shall be elected os appointed the officers shall be: Reddanc• Addresr President Leslie Sayre 162 Kuuhala St. , Kallua, Oahu Vita President Harold C. Schnack 119 Merchant St. , Honolulu , ' Secretary Mrs, Shigeo Tanabe 3146 Oahu Ave., Honolulu t ~ Treasurer Robert A. Obrock 1350 Ala Moans Ad., Honolulu ' -1- The offices of the Secretary and Treasurer may be held by the came person. The ;orerament of this corporation shall be vested fa a Board of Directors o! not lane thaw flEean members, os of such larger number as may from time to time ba flzad or authorised by the by- laws, who shall serve for a period of three years or until their sue- cessors are elected ezcept that siz of the Srst Board of Directors shall serve for one year, fire for two years, sad five for three years. Tbs Board of Directors, azcept the first, shall be eonstltutad sad its members elected or appalated as shaII be prescribed by the by-lave , consistently with law. Tn addltlon to the powers sad airthoritlto herein or by statute ezprassly conferred upon them, the Hoard of Directors may axee- ties all such powers and do all such acts and thia~s as may be azar- clsad or done by the corporation, subject, nevertheless, to the ezprsss provisions of the Lws of the Territory of Hawaii and of this Wurter of Iaeorporation and of the b7-laws of this corporation. Th6 following named persons shall eaastltute the first Board of Directors to sere for the terms speeifled: • Nuae Addsass Term td Greaney Haaolulu Advertiser, Hamlulu three years ` 8. K. 3(psphy 9S 3le:cheat St. , Hemlala three yore ` bland aaNs 300 B htakini Hooolalu three year¦ ~ Harold C. Sehaset 11! Llerebant St., Hooolala three years >1[rs. Sobert Eeisaer 44-757 Kaneob Bay Dr., Kaneohe three year¦ • lire. Wm. Alezas~der 20{t UaLitaa Dr. , Honalala two years John L Hadley 1N NiaBci Circle, Haswlula two years • Hesnard Kea SiS )illllaai , Hoaolaht twe years Harry S. Komara 1000 So. Heretasda St. , Hooolala two years ~ Robert A. flbroet 1350 AL Hoaaa )Rd. , Haaolala twe years t t ` -2- Arthur Jackson 401 Atkinson Dr. , Honolulu one year Bet~j! Lee 716 Cooke St. , Honolulu one year Vincent Prior• Hal Lewis, Inc. , Aoyal Hawaiian one year Hotel, Honolulu Leslie Sayre 162 Kuuhals St. , Kailua, Oahu one year A. F. Shepherd 226 No. Kuakim St.. Honolulu one year >tlrs. Shigeo Tanabe 3146 Oahu Avenue, Honolulu one yeas VI. My charitable or benevolent •xiety, institution, church, organ- isation, or agegey, os any individual, firm or corporation requesting to became affiliated wyth ttis eosporatioa in the furtherance of i[• purpwe• may, by cameplylag with the requirements for membership as •etablished by the Hwrd of Dlractore, ba made a member hereof. My member who became• such before the aspizatlao of twelve months after thf incorporatlon of the corporation, shall be deemed • charter member. VII. ?he power to admit or expel members of this corporatlon stall 1» vested is tte Board of D[raetor• under the terms and condi- • Hone prescribed is the by-laws. No member shall be expelled except for cause upon reasonable notice and after having been afforded an opportunity for a lair and impartial hearing before a special commit- s tee el the Board o! Directors, and except upon the approval at a ~ regular or special meeting of the members of the Hoard of Dlrector• ~ by a vote of not less tine a majority of the members of the Board. , V lll. 'Che by-laws sluff ba approved by all the iacorposators prior to the effective date of such by-laws, and the by-laws may be amended therealte= from time to time by both (1) a majority vote of ~ tie members of the Soard of Directors of the corporation, and (2) a -3- maJority vote o! the mambar• of the corporation present at a member- ship meetia~ ddy ealied sad held for the purpose. ix. ?he time within which said corporation i• to complete its cos- poste or~atdsation is within ninety days from the date hereol, X. The corporation shall have power, in and by said corporate . name, to for aadie sued; to make sad use a corporate seal and to alter the same at ifs pleasure; to make sad adopt sad from time to ' time amend Or rspaal by-law• not inconsistent with law or with the charter, ~oreredn~ the qualification, admission, suspension and a:- puldea of its members, sad sovernia{ the procedure, election and removal o! She-Hoard o! Irireetor• and officers, sad the management o! it• property sad affairs; to acquire by purchase or otherwise, and hold, say personal property and such real property a• may ba neees- ' easy or convenient to carry oa the work of this corporation, and to do all thin~• on say property acquired which may ba deemed naeeesary or adrlsabie for the proper conduct of the affairs of the corporation; also to manage, improve, •all, lease, mortsaQe, encumber and con- ' vey say real sad personal propcsty held by it; to solicit, collect, ra- ceire sad hold doaatioae of money and other property, and to take. ~ ieeeire sad hold by p8, devise or bequest, is fee or is trust, real sad pereosial property o[ any kind or nature wlutsoerar; to borrow mosey, incur ladebtedates, tad to secure the same Dy mort~a~e, g~ed/e or deed o! tract of property, rsal or personal; and !n ;eneral, ; tp do all acts sad thia~s necessary, enpedlsat, sad eoaredent to be ~Ipaa to carry wt the purposes !or whfeh the Corporation is formed, l t t _4- _ , or which may be deemed by its Board of Directors, necessary, exped- seat, eonvenfsa[, incidental to, or proper in the carrying on of [he work oftha corporation, its being expressly provided, 6ownver, that the enumeration herein of specilie purposes, objects and~powers, shall not be held to limit or restrict in any roamer the powers of this eorp- oration as long as the actidtfe• carry out the objects aad purposes a¦ stated !n Article III. XL The property of the corporation alone shall be liable for the payment of its debts and liabilities. Tha corporation is not organised for profit and ao part of its assets, income or earnings shall be used for dlridwds. The corporation !s organised exclusively for religious, charitable, •eientifle aad educational purposes, and upon corporate ~ dissolution, or upon any merger or consolidation, all of its assets and property remaining a8er providing for the claims of its creditors, shall be distributed only !o one or more corporations, trusts, chests, toads or toundatlon¦ organised and operated exelusi~ely for charitable, ' scieatiIIe or educational purposes, at the sole discretion of its Board ~ of Director as Trustees for the members. Gi~aa under my hand aad seal of the Office of the Treasurer this 4th day otJuae, 1959. /s/ IUt>?t TAI L,&E Treasurer, Territory of Iiawaii t t t -5- BY-LAWS OF GOODWILL INDUSTRIES OF HAWAII (Revised December 9, 1999) Contents Page ARTICLE I -NAME, PURPOSE, AFFILIATION, FISCAL YEAR ...............................................1 SECTION 1. Name and Affiliation ............................................................................................1 SECTION 2. Principal OffIce ....................................................................................................1 SECTION 3. Purpose ................................................................................................................1 SECTION 4. Place of Meeting ..................................................................................................2 SECTION 5. Seal ........................................................................................................................2 SECTION 6. Fiscal Year ...........................................................................................................2 SECTION 7. No Members ..........................................................................................................2 ARTICLE II -BOARD OF DIRECTORS .....................................................................................2 SECTION 1. Composition ........................................................................................................2 SECTION 2. Powers .................................................................................................................2 SECTION 3. Annual Meetings ..................................................................................................3 SECTION 4. Regular Meeting ...................................................................................................3 SECTION 5. Special Meetings .................................................................................................4 SECTION 6. Notice of Meetings ...............................................................................................4 SECTION 7. Quorum ................................................................................................................4 SECTION 8. Adjournment ........................................................................................................5 SECTION 9. Notice Unnecessary ............................................................................................5 SECTION 10. Actions Authorized without Meeting .................................................................5 SECTION 11. Regular Partlcipatfon .........................................................................................5 SECTION 12. Removal of Directors .........................................................................................6 SECTION 13. Director Vacancies .............................................................................................6 ARTICLE III -NOMINATIONS AND ELECTIONS OF DIRECTORS AND OFFICERS ...............6 SECTION 1. Election of Directors by Outgoing Board of Directors .......................................6 ACRTICLE N -OFFICERS ........................................................................................................7 SECTION 1. Appointment and Terms .....................................................................................7 SECTION 2. Subordinate and Agents and Employees ..........................................................B SECTION 3. Bonds ...................................................................................................................8 SECTION 4. Chairman of the Board ........................................................................................8 SECTION 5. First Vlee Chairman .............................................................................................9 SECTION 8. Second Vice Chairman ........................................................................................9 SECTION 7. Treasurer ..............................................................................................................9 SECTION 8. Secretary ............................................................................................................10 SECTION 9. President ............................................................................................................10 SECTION 10. Removals ..........................................................................................................11 SECTION 11. Officer Vacancies .............................................................................................12 SECTION 12. Absence of Treasure or Secretary ...................................................................12 ARTICLE V-EXECUTIVE COMMITTEE .................................................................................12 SECTION 1. Term and Members ............................................................................................12 SECTION 2. Powers of the Executive Committee ................................................................12 SECTION 3. Quorum ..........................................................................................................13 SECTION 4. Responsibilities of Members .........................................................................13 SECTION 5. Removal of Members of the Executive Committee ........................................14 ARTICLE VI -COMMITTEES ..................................................................................................14 SECTION 1. Appointment ......................................................................................................14 SECTION 2. Powers, Duties, Limkations .............................................................................14 SECTION 3. Organizatlon ......................................................................................................14 SECTION 4. Finance Committee ...........................................................................................i4 SECTION 5. Operations Committee ......................................................................................15 SECTION 6. Programs 8 Services Committee .....................................................................15 SECTION 7. Community Relations & Fundraising Committee ............................................15 SECTION 8. Human Relations Committee ............................................................................16 SECTION 9. Membership Committee ....................................................................................16 SECTION 10. Special Committees .........................................................................................16 ARTICLE VII -RELATION WITH GOODWILL INDUSTRIES INTERNATIONAL, INC .............17 SECTION 1. Fee ......................................................................................................................17 SECTION 2. Dissolution of Goodwill Industries of Hawaii ..................................................17 SECTION 3. Withdrawal .........................................................................................................17 ARTICLE VIII - LIABLITY OF OFFICERS AND DIRECTORS .................................................17 SECTION 1. Exculpatlon ........................................................................................................17 SECTION 2. indemniflcation ..................................................................................................17 SECTION 3. Other Rights .......................................................................................................19 ARTICLE IX -BOOKS AND RECORDS ..................................................................................19 ARTICLE X -AMENDMENTS TO BY-LAWS ..........................................................................19 SECTION 1. Procedure ..........................................................................................................19 SECTION 2. Review of By-Laws ............................................................................................19 ARTICLE XI -PARLIAMENTARY AUTHORITY ......................................................................20 ARTICLE X11- RECORDING ...................................................................................................20 ARTICLE XIII -CONFLICT OF INTEREST ..............................................................................20 BY-LAW S OF GOODWILL INDUSTRIES OF HONOLULU, INC. ARTICLE I NAME, PURPOSE, AFFILIATION, FISCAL YEAR SECTION 1. Name and Affiliation. This corporation shall be known as GOODWILL INDUSTRIES OF HONOLULU, INC., operating as Goodwill Industries of Hawaii (GIH). It is affiliated with Goodwill Industries International Inc., and by virtue of this affiliation, is entitled to use the term "Goodwill Industries." If for any reason the affiliation should be interrupted or severed, the corporation shall cease and desist from using the term or name "Goodwill Industries." Hereafter the corporation will be referred to throughout these By-Laws as GIH. SECTION 2. Principal Office. The principal office of the corporation shall be maintained at such place in the State of Hawaii, as the Board of Directors shall determine. SECTION 3. Puraose. This corporation is organized and to be operated exclusively for charitable and educational purposes. It Is not organized for profit, nor shall any of its net income inure in whole or part to the benefit of private stockholders, members or Individuals. No substantial part of the activities of this corporation shall include the attempt to influence legislation by propaganda or otherwise, nor to participate in any political campaign on behalf of any candidate for public office. The corporation shall provide rehabilitation services, training, employment and opportunities for personal growth as an interim step in the rehabilitation process for persons with disabilities and other barriers to employment who cannot be readily absorbed in the competitive labor market or during such time as employment opportunities for them in the competitive labor market does not exist. Through the skillful use of recognized techniques of rehabilitation, social t work life guidance, evaluation, training, and useful employment, this corporation shall seek to assist persons with disabilities and other barriers to employment to attain the fullest development of which they are capable. The sale of articles that have been reconditioned, assembled or made by such persons as a part of the vocational training shall be a necessary part of the social and educational services of this corporation. SECTION 4. Place of Meeting. All meetings of the Board of Directors shall be held at the principal office of the corporation or at such other place as is designated by the Chairman of the Board or stated in the call for the meeting. SECTION 5. Seal. The corporation shall have a common circular Seal. SECTION 6. Fiscal Year. The fiscal year of the corporation is January 1 through December 31, or as otherwise established by the Board of Directors. SECTION 7. No Members. The corporation shall be organized without members. ARTICLE II BOARD OF DIRECTORS SECTION 1. Comeosltlon. The governing body of GIH shall be the Board of Directors and will consist of not less than fifteen (15) or more than fifty (50) persons, including the president. The members of said Board, except the President, shall be elected by the outgoing Board of Directors in accordance with the provisions of these By-Laws for a term of three (3) years and shall be representative of the broad community, as well as supportive of the purpose and goals of GIH. SECTION 2. Powers. SubJect to any limitations that may be set forth by law, in the Charter of Incorporation or in these By-Laws, the Board of Directors shall have exclusive responsibility for the governance of the corporation, including full power to establish policies governing the corporation, make decisions, to control and direct the business and affairs of the corporation and to z do and provide for any and every lawful act, whether in the ordinary course of the business of the corporation or otherwise, including, without limiting the generality of the foregoing, the power: a) to adopt rules and regulations for the conduct of the meetings of the Board of Directors; b) to establish such committees as the Board may determine are necessary or appropriate to assist the Board in carrying out its responsibility to govern the corporation; to appoint or approve the appointment of members of such committees, to define the duties of such committees, and to discontinue the same; c) to approve the budgets and policies for the corporation; d) to elect a successor to hold office for the unexpired portion of the term of any officer of the Board of Directors whose place is vacant at any time; e) to purchase, lease, mortgage, encumber, sell or otherwise dispose of all such personal and real property, and to make all contracts and agreements on behalf of said GIH, as it may deem needful or convenient for the successful pursuit of GIH's mission; f) to manage and control the assets of the corporation; and g) to appoint one or more investment managers or firms, and, subject to any limitations imposed by law or set forth in these By-Laws, to delegate to such investment managers or firms the authority to Invest, manage, acquire, dispose, and reinvest part or all of the assets of the corporation as the Board of Directors shall from time to time determine, PROVIDED, HOWEVER, that the Board of Directors must specHically authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation. SECTION 3. Annual Meeting. The Annual Meeting shall be held in the second week of Mayoras the Board of Directors shall designate, but no later than May 31. SECTION 4. Regular Meeting. The Board of Directors may establish regular meetings to be held at such places and at such times as are determined by the Chairman of the Board, but no less than quarterly. When any such regular 3 meeting or meetings shall be so determined, no further notice thereof shall be required, PROVIDED, HOWEVER, that at least five (5) days written notice shall be given for any meeting, regular or special, where consideration of amendment to the Charter of Incorporation or these By-Laws is anticipated. SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board of Directors or by written request of 20 percent of the directors but in no event fewer than six (fi) directors. SECTION 6. Notice of Meeting. Except as otherwise provided by law, or in these By-Laws, notice of each meeting of the directors of the corporation, stating the authority for the calf of the meeting and the place, day and hour thereof, shall be given to each director by the Secretary or by the person or persons calling the meeting: (a) by leaving the notice with the director personally or by leaving the notice at the director's residence or usual place of business at least 24 hours before the time of the meeting; (b) by telephone call, electronic mail or facsimile to the director at least 24 hours before the time of the meeting or (c) by mailing the notice, postage prepaid, addressed to the director at the director's address as it is shown on the records of the corporation, at least five (5) days prior to the time of the meeting. The failure of any director to receive actual notice of the meeting shall in no way invalidate the meeting or any proceedings thereat, if notice shall have been given as required by this. SECTION 6. The presence of any director at any meeting shall be the equivalent of a waiver of the requirement of giving notice of the meeting to such director. SECTION 7. uorum. At any meeting of the Board of Directors of which proper notice has been given, the presence in person of 40'/. percent of the directors shall constitute a quorum. To be valid, any action requiring board approval must receive the approval of a majority of such quorum. Vacancies in the membership of the Board shall not affect the validity of any action of the Board, provided that a quorum is present at the commencement of the meeting, PROVIDED, HOWEVER, that at a duly organized meeting, the directors present 4 can continue to do business until adjournment, notwithstanding the departure of one or more directors that results in less than a quorum. SECTION 8. Adiournment. At any meeting duly convened and held, whether a quorum is present or not, the presiding officer or a majority of the directors present may adjourn the meeting without further notice to a time and place as shall be determined by the presiding officer or the majority of those present. Such adjournment may be to such time and to such place as shall be determined by a majority vote of the directors present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted by a quorum at the original meeting as originally called. SECTION 9. Notice Unnecessary. If at any meeting of the Board of Directors, however called and wherever held, all of the directors shall be present or shall waive notice of such meeting by a writing filed with the records of the Board of Directors, or after any such meeting shall express consent to the holding of the meeting and all actions taken thereat by a writing filed with the records of the Board of Directors, then all actions taken at such meeting shall be legal and validly taken. SECTION 10. Actions Authorized Without Meetinst. Any action that the Board of Directors may lawfully take at any meeting properly called and held may also be taken by action of a majority of the Individual directors by their written assent thereto. Any action so taken shall be valid and effective from and after the filing with the Secretary of a written minute or other instrument, signed by a majority of the directors, evidencing the action. SECTION 11. Reaular Particioatlon. Regular participation in the act(vities of the Board of Directors shall be expected of all directors, including, without limiting the generalHy of the foregoing, regular attendance at meetings of the Board of Directors. Any director failing to attend at least three (3) meetings of the Board of Directors in any calendar year (unless excused by the Chairman of the Board for health or other substantial temporary hardship) may be removed from office in accordance with SECTION 12 hereof. s SECTION 12. Removal of Directors. The Board of Directors may remove from office any director or directors by vote of a majority of the directors present at any annual, regular or special meeting duly called and held for such purpose. SECTION 13. Director Vacancies. Any vacancies, including temporary vacancies, which may exist in the Board of Directors, whether caused by resignations, removals or otherwise, and any directorship to be filled by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors in attendance at a regular or special meeting of the Board of Directors, even if the majority is less than a quorum. Such directors shall serve for the remainder of the tens of the vacant directorship filled by such director. In order to maintain balanced overlapping terms of office among the directors, new directors elected to fill newly created directorships on the Board shall serve for such term as is determined by majority vote of the Board of Directors at the time of election of such new directors. There shall be a temporary vacancy only when a director is ill or away from the State of Hawaii. Any temporary vacancy shall be filled only for the period ending upon termination of the director's illness or the return of the director to the State of Hawaii. ARTICLE III NOMINATIONS AND ELECTIONS OF DIRECTORS AND OFFICERS SECTION 1. Election of Directors by Outgoing Board of Directors. (a) The outgoing Board of Directors shall elect Directors at Large to the Board of Directors at the Annual Meeting of the Board of Directors. Directors so elected shall hold office for a term of three (3) years, or until their successors are elected and qualified. (b) At least fifteen (15) days before the election, the Membership Committee shall mail to each member of the Board of Directors a Ifst of the names of the persons they nominate. Five (5) or more of the directors may propose the name of other persons by mail, electronic mail or facsimile of their 6 list to each member of the Board not later than ten (10) days before the annual election. (c) The Membership Committee shall inform each nominee, previous to acceptance, of the duties pertaining to the office and shall obtain the nominee's consent to serve. (d) Directors who serve on the Membership Committee shall also prepare the slate of officers and directors who will comprise the Executive Committee to be submitted to the Board of Directors for election at the annual meeting of the Board of Directors. Additional nominations for candidates may be made from the floor at the annual meeting. (e) The Membership Committee shall publish its slate of elective directors and officers in "The Call" to the Annual Meeting and publish the qualifications of each nominee, and shall report to the Executive Committee prior to the Annual Meeting. (f) The Board of Directors shall at the annual meeting of the Board of Directors elect the number of directors and officers, as determined by these By- Laws. Directors may vote in person or by proxy ballot due prior to commencement of the meeting. Any director substituting a proxy vote may rescind their vote by attending the meeting. The Chairman may designate any person(s) to have charge of the election, count the ballots and certify the return to the Board of Directors. ARTICLE N OFFICERS SECTION 1. Aoaolntment and Term. The officers of GIH shall be the Chairman of the Board, First Vice Chairman, Second Vice Chairman, Treasurer, Secretary and President. All officers, except the President, shall be elected by the Board of Directors, and from its membership in accordance with ARTICLE III hereof, at the annual meeting of the Board of Directors and shall hold office for a term of one (1) year until the next annual meeting or until a successor shall be duly elected and qualified. SECTION 2. Subordinate and Agents and Emolovees. The President may appoint or employ such subordinate agents and employees as may be necessary and proper for the successful pursuit of the corporation's purpose and operation, who shall hold their position at the pleasure of the President and who shall have such powers and duties as may be assigned to them by the President. SECTION 3. Bonds. Any officer may be required by the Board of Directors to glue a surety company bond, at the corporation's cost and expense, for the faithful discharge of the officer's duties in such sum as the Board of Directors may require and such bond shall be deposited as the board may direct. SECTION 4. Chairman of the Board. The Chairman of the Board shall: (a) preside at all meetings of the Board of Directors and Executive Committee, and shall have other powers and perform other duties as assigned to the Chairman by the Board of Directors; (b) represent GIH at appropriate meetings of other organizations; (c) be subject to the limitations imposed by law, the Charter of Incorporation and these By-Laws, appoint chairman and members of all standing committees and special committees not otherwise provided for, and may appoint a corresponding secretary and parliamentarian. All appointments shall be approved by the Executive Committee and may be approved by mail, electronic mail or facsimile; PROVIDED, HOWEVER, that any committee appointed to have the authority of the Board of Directors may only be designated and appointed by resolution adopted by a majority of the directors in office, and PROVIDED, FURTHER, that no committee shall have the authority of the Board of Directors In reference to: (i) amend, alter or repeal the By-Laws; (it) elect, appoint or remove any member of any such committee or any member of any director or officer of the corporation; 8 (iii) amend the Charter of Incorporation; restate the Charter of Incorporation, adopt a plan of merger, or adopt a plan of consolidation with another corporation; (iv) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; PROVIDED, HOWEVER, that any committee, if properly authorized by the Board of Directors, may engage in any sale, lease, exchange, mortgage, pledge or distribution of assets in the normal course of the corporation's business; (v) authorize the voluntary dissolution of the corporation or revoke proceed therefor; (vi) adopt a plan for the distribution of the assets of the corporation; or (vii)amend, alter, or repeal any resolution of the Board of Directors that by its terms provides it shall not be amended, altered or repealed by the committee. (d) perform such other duties as may be assigned by resolution adopted by a majority of the directors at a duly noticed and organized meeting of the Board of Directors. (e) the designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility Imposed upon it or him by law, by the Charter of Incorporation, or by these By-Laws. SECTION 5. First Vice Chalnnan. The First Vice Chairman shall assume and perform the duties of the Chairman in the absence or disability of the Chairman or whenever the office of Chairman is vacant, and shall have such other powers and duties as may be given to the First Vice Chairman by law or by these By-Laws and as may be assigned from time to time by the Chatnnan or the Board of Directors. SECTION 6. Second Vice Chairman. The Second Vice Chairman shall, in the absence of the Chairman and First Vice Chairman, perform the duties of the 9 office of Chairman. The Second Vice Chairman shall also perform such other duties as assigned by the Chairman or the Board of Directors. SECTION 7. Treasurer. The Treasurer or his authorized deputy shall in general have such powers and pertorm such duties as are customary to the office of Treasurer in anon-profit corporation. The Treasurer shall oversee all such duties as assigned by the Chairman of the Board or the Board of Directors. The Treasurer shalt be the chairperson of the Finance Committee and shall present a written report at meetings of the Executive Committee and the Board of Directors and shall submit the records and accounts for an annual audit to a firm of independent certified public accountants elected at the Annual Meeting of the Board of Directors, or at such other time as the Board of Directors may determine. SECTION 8. Secretary. The Secretary shall have custody and care of the corporate seal and minutes of the corporation. The Secretary shall attend and keep the minutes of all meetings of the Board of Directors and, when requested, of any committee, in books provided for that purpose. The Secretary shall give all notices provided by these By-Laws and shall have such other powers and duties as may be incidental to the office of Secretary or may be elsewhere given by law or in these By-Laws and as may be assigned from time to time by the Board of Directors. If the Secretary shall not be present at any meeting, the presiding officer shall appoint a Secretary pro tempore who shall keep the minutes of such meeting and record them In the books provided for that purpose. SECTION 9. President. The President shall be nominated and elected by the Board of Directors of GIH. He/she shall be the Chief Executive Officer and a member of the Board of Directors of GIH and be an ex-officio member of all committees. He/she shall have active direction and management of the business and affairs of the corporation and shall perform such duties as may be adopted by resolution of the Board of Directors. He/she shall countersign all drafts and checks in excess of amounts established by the Board. He/she shall be responsible to the Board of Directors and shall report to them at regular intervals upon their request. io (a) He/she shall establish and maintain effective liaison with the Board of Directors. (b) He/she shall be present at all meetings of the Board of Directors and standing committees, except when his/her personal status is under consideration. (c) The President shall orient new members of the Board of Directors to the operations of the facility. (d) Helshe shall assist the Board of Directors in the formulation of policy by presenting and interpreting operating reports, including reports reflecting the efftciency and effectiveness of the facility and by presenting and interpreting financial statements, short-term and long-term plans, changing concepts, needs and related information. (e) He/she shall assist the Board of Directors as required in such functions as fund raising, community relations and related duties. (f) He/she shall coordinate and direct activities of the facility in accordance with the policies of the Board of Directors. (g) He/she shall maintain personnel policies. (h) He/she shall control the operation of the facility through day-today decisions and authorization of expenditures as established by the Board of Directors from time to time without the prior approval of the Executive Committee or the Board of Directors, and other procedures in accordance with the policies established by the Board of Directors; PROVIDED, HOWEVER, that he/she may be empowered by the Executive Committee or the Board of Directors to make specific expenditures in excess of the limit established by the Board of Directors. (i) He/she shall upgrade the operation of the facility by analyzing reports of various services, comparing the performances against budgetary, administrative and professional standards and to the extent to which facility goals and objectives are being attained, by taking appropriate corrective measures. Q) He/she shall keep abreast of any developments, locally and nationally, as may affect the corporation's operations. u (k) He/she shall be currently informed on applicable safety laws and regulations affecting the work environment. SECTION 10. Removals. The Board of Directors may, by majority vote at any meeting duly called and held for such purpose, whenever in their judgment the best interest of the corporation will thereby be served, remove from office or discharge from employment, any officer, except so far as such removal would be contrary to law. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights. SECTION 11. Officer Vacancies. If the office of any officer shall become vacant by reason of death, resignation, removal, disqualification or otherwise, the Board of Directors may appoint a successor who shall hold office for the unexpired term. SECTION 12. Absence of Treasurer or Secretary. In the absence or inability to act of the Treasurer, or if that office is vacant, the duties thereof shall be performed by such Assistant Treasurer as may have been designated by the Board of Directors, otherwise by the Secretary. In the absence or inability to act of the Secretary, or if that office is vacant, the duties thereof shall be performed by such Assistant Secretary as may have been designated by the Board of Directors, otherwise by the Treasurer. ARTICLE V EXECUTIVE COMMITTEE SECTION 1. Term and Members. The Executive Committee shall consist of the Chairman of the Board, First Vice Chairman, Second Vice Chairman, Secretary, Treasurer, President, and five (5) other directors to be elected to membership on this committee for a term of one (1) year by the Board of Directors following its election at the annual meeting of the Board of Directors. The Executive Committee shall meet bi-monthly between Board meetings and ~z shall carry out the decisions of the Board of Directors and perform the work authorized by the Board of Directors. SECTION 2. Powers of the Executive Committee. Except as limited by: (a) State law limiting the power of committees to exercise the authority of the Board of Directors; (b) the resolution creating it; or (c) by other resolutions of the Board of Directors; or (d) by these By-Laws, the Executive Committee shall have, and may exercise all of the power of the Board of Directors in the management of the business and affairs of the corporation in the intervals between meetings of the Board of Directors; PROVIDED, HOWEVER, any actions concerning the employment or termination of the President and the purchase, sale or lease of real estate, must be ratified by the Board before they become effective; and PROVIDED, FURTHER, that the Executive Committee may act in the areas listed in (i) through (vii) of ARTICLE IV, Section 4(c), "Chairman of the Board" but such actions must be ratified by the Board of Directors before they become effective. The Executive Committee may also from time to time formulate and recommend to the Board of Directors for approval, general polices regarding the management and affairs of the corporation. Subject to the limitations imposed by law and set forth in these By-Laws, specific responsibilities of the Executive Committee shall include, but shall not necessarily be limited to: • Long-Range Planning • Organizational Design • Compensation of the Paid Of/icers • United Way Relationship • By-Law Recommendations • Corporate Financing and Capital Appropriation • GII Relationship • Monitoring government affairs on the federal, state and county levels in areas of direct impact to GIH SECTION 3. Quorum. Six (6) members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business. 13 SECTION 4. Responsibilities of Members. Regular participation in the activities of the Executive Committee shall be expected of all members, including, without limiting the generality of the foregoing, regular attendance at meetings of the committee. Any member failing to attend a least three (3) meetings of the Executive Committee in any calendar year (unless excused by the Chairman of the Board for health or other substantial temporary hardship) may be removed from office in accordance with SECTION 5 of this ARTICLE V. SECTION 5. Removal of Members of the Executive Committee. The Board of Directors may remove from office any member or members of the Executive Committee by vote of a majority of the Directors present at an annual, regular or special meeting duly called and held for such purpose. ARTICLE VI COMMITTEES SECTION 1. Appointment. The Board of Directors shall be constituted into such committees as shall be necessary to carry out the duties and responsibilities under the Charter of Incorporation and these By-Laws. As soon as possible after the annual meeting, the Chairman of the Board shall make appointments to each of the standing committees established by the Board of Directors. SECTION 2. Powers. Duties. Limitations. Each of these committees shall keep minutes of its meetimgs and shall file the same in the office of the corporation. It shall submit to the Board of Directors a quarterly report of its work. Minutes of meetings may serve as a quarterly report. No committee, except the Executive Committee, as speciftcally provided otherwise herein, shall enter into any contract or Incur indebtedness or financial obligations. Each committee shall have the power to appoint subcommittees for carrying on its work, as it deems necessary. SECTION 3.Organization. Each committee shall have the power to adopt rules as necessary for the conduct of the work entrusted to it, provided always that these rules shall be approved by the Board of Directors. w The Committees shall include, but not be limited to: SECTION 4. Finance Committee. The Finance Committee shall: (a) consist of the Treasurer as chairman and up to five (5) other members appointed by the Chairman of the Board; (b) oversee the finance and accounting functions of the corporation; (c) review and approve the corporation's annual budget and present it to the Executive Committee and Board of Directors for approval; and (d) function as the corporation's audit committee, and shall, among other duties, recommend a firm of independent certified public accountants to be elected annually by the Board of Directors. SECTION 5. Operations Committee. The Operations Committee shall: (a) consist of a chairman and up to flue (5) other members appointed by the Chairman of the Board; and (b) make policy recommendations to the Board and counsel with staff regarding all property owned or leased by GIH, its retail operations, contract activities and such other activities assigned by the Board of Directors. SECTION 6. Programs and Services Committee. The Programs and Services Committee shall: (a) consist of a chairman and up to five (5) other members appointed by the Chairman of the Board; (b) give special attention to the effectiveness of the corporation's employment and training programs; (c) make policy recommendations to the Board, counsel with staff regarding staffing and utilization of existing professional rehabilitation programs, development of new services and funding for same in cooperation with funding sources and other community planning efforts; and (d) receive an annual Program and Services review and report the findings to the Board of Directors. SECTION T. Community Relations and Fundraising Committee. The Community Relations and Fundraising Committee shall: is (a) consist of a chairman and up to five (5) members appointed by the Chairman of the Board; (b) make policy recommendations to the board, counsel with staff regarding promotional activities designed to improve GIH's public image as a professional organization servicing the disabled; (c) develop and implement plans for annual fundraising events; and (d) make recommendations to the board regarding long range plans for future fundraising efforts. SECTION 8. Human Resources Committee. The Human Resources Committee shall: (a) consist of a chairman and five (5) other members appointed by the Chairman of the Board; and (b) be responsible for the oversight of Human Resources policies, procedures and practices, including assuring compliance with applicable labor laws. SECTION 10. Membership Committee. The Membership Committee shall: (a) consist of a chairman and up to five (5) members appointed by the Chairman of the Board; (b) be responsible for recruitment of candidates for positions on the Board of Directors; (c) contact and interview candidates for membership on the Board of Directors and make recommendations to the Board of Directors regarding such candidates; (d) arrange for potential directors to visit the GIH main office and be instructed in the purpose of GIH and the responsibilities of directors; (e) maintain and update a Board of Director Manual for use by the directors; (f) maintain records of directors' terms, attendance and participation in GIH activities; and (g) no member of the Membership Committee shall serve for more than two (2) consecutive years without an interim term Intervening. 16 SECTION 14. Special Committee. There will be such special committees as the needs of the organization require and at the direction of the Chairman of the Board. ARTICLE VII RELATIONS TO GOODWILL INDUSTRIES INTERNATIONAL, INC. SECTION 1. Fee. In return for the benefit of membership afforded by Goodwill Industries International, Inc., GIH shall pay Goodwill Industries International, Inc. a fee mutually agreed to. SECTION 2. Dissolution of Goodwill Industries of Hawaii. In the event this corporation shall be involuntarily dissolved, all title to real and personal property of this corporation remaining after debts of this corporation have been paid, except those assets held on condition requiring return, specific transferor conveyance upon dissolution (which shall be returned, transferred or conveyed in accordance with such condition), shall for good cause shown be vested in Goodwill Industries International, Inc. for the purpose of reestablishing GIH or similar work in the State of Hawaii. SECTION 3. Withdrawal. In the event this corporation shall vote to withdraw from GoodwiN Industries International, Inc., all loans made to this corporation by said Goodwill Industries International Inc., shall immediately be returnable in full. ARTICLE VIII LIABILITY OF OFFICERS AND DIRECTORS SECTION 1. Exculpation. Each director or officer shall be free from all personal liability for any acts done on behalf of the corporetion or for t~ any losses incurred or sustained by the corporation unless the same have occurred through the gross negligence or willful misconduct of such director or officer. SECTION 2. Indemnification. The corporation shall defend, indemnify and hold harmless its past and present officers and directors from any damages, losses or claims in connection with work or service pertormed or provided by them in the course and scope of their duties unless and until such time as they are adjudged to have acted in willful disregard to the best interests of the corporation and all appeals are exhausted. These protections and rights are intended to be construed broadly and to provide protection to the fullest extent permitted by law; a) provided that this provision, SECTION 2, shall not apply with respect to any claims by the corporation against the officer or director, and b) provided further that in the event the corporation prosecutes claims against the officer or director and the officer or director prevails against such claims to corporation shall indemnify the officer or director for all cost and attorney fees reasonably incurred in an amount not to exceed 525,000. SECTION 3. Other Rights. The right of indemniftcation shall be to addition to any other right or remedy to which such pen;on may have. Nothing herein shall be deemed to limit or restrict any right of indemnlftcation that such person may be entitled to assert under the provisions of any applicable law of the State of Hawaii now or hereaRer in force. ARTICLE IX BOOKS AND RECORDS SECTION 1. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of ~a the proceedings and shall keep at its registered or principal office a record giving the names and addresses of its Board of Directors. ARTICLE X AMENDMENT TO BY-LAWS SECTION 1. Procedure. These By-Laws may be altered, amended, added to or repealed by an affirmative vote of not less than atwo-thirds (213) majority of the directors present at any meeting of the Board of Directors duly called and held, if notice of the proposed amendments shall have been given in the cafl for such meeting. SECTION 2. Review of By-Laws. A review of these By-Laws shall be conducted periodically by the Executive Committee, but in no event less than once every five (5) years. ARTICLE XI PARLIAMENTARY AUTHORITY Robert's Rules of Order, as periodically revised, shall govern the proceedings of GIH In all cases not provided for in these By-Laws. ARTICLE XII RECORDING A copy of these By-Laws, and any subsequent revision of them, shall be filed with Goodwill Industries International, Inc. and otherwise as required by law, by the Secretary of the corporation. 19 ARTICLE X111 CONFLICT OF INTEREST The Board of Directors shall adopt and maintain a conflict of interest policy that officers and directors shall be required to annually review, agree to and sign. Individuals, excluding officers of the corporation, who receh?e compensation for services rendered or commissions of any kind from GIH shall be Ineligible to serve on GIH's Board of Directors unless a majority of the Executive Committee, excluding any panties receiving such compensation, approves the proposed contract. Approved by: " ~ 7 r~>, Date: I - ~j 1- Zx~pp August Yee, Chairman of the Board zo