Bylaws

Bylaws Of Makali`i KRC Charitable Foundation

Article 1

Agent and Offices

Section 1.1 Registered Agent. The Corporation shall continuously maintain in the State of Hawaii a registered agent as required by law.

Section 1.2 Principal and Other Offices. The principal office of the Corporation, being the office designated from time to time in the annual report where the principal office of the Corporation is located, and other offices of the Corporation, if any, may be located at any place in or out of the State of Hawaii as the board of directors may designate or as the purposes of the Corporation may require.

Article 2

Directors

Section 2.1 Authority of Board of Directors. All corporate powers shall be exercised by or under the authority of the board of directors including management of the Corporation’s affairs.

Section 2.2 Qualifications and Number of Directors. All directors shall be individuals. The board of directors shall consist of three (3) or more individuals. The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by the board of directors.

Section 2.3 Election. Except for the initial directors, all the directors shall be elected at the annual meeting of the board of directors or at any regular or special meeting of the board of directors held for that purpose.

Section 2.4 Term of Office. The term of each director shall be three years. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected or until there is a decrease in the number of directors. A decrease in the number of directors or term of office does not shorten an incumbent director’s term. The term of a director filling a vacancy in the office of a director expires at the end of the unexpired term that the director is filling. Terms may be staggered.

Section 2.5 Resignation of Directors. A director may resign at any time by delivering written notice to the board of directors, the chair of the board, the president, or the secretary. Unless the notice specifies a later effective date, the resignation is effective at the earliest of the following: when the notice is received; five (5) days after its deposit with the U.S. Postal Service as evidenced by the postmark, provided the notice is correctly addressed with first class postage; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee; or thirty (30) days after its deposit with the U.S. Postal Service as evidenced by the postmark, if correctly addressed but with other than first class, registered, or certified postage. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 2.6 Removal of Directors. A director may be removed with or without cause by the vote of two-thirds of the directors then in office.

Section 2.7 Vacancy on Board. If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the board of directors may fill the vacancy. If the directors remaining in office constitute fewer than a quorum, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

Section 2.8 Compensation of Directors. Directors shall serve without remuneration. The board of directors may provide for reimbursement of all or part of directors’ reasonable expenses incurred in the performance of corporate duties. For the purpose of this section 2.8, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as a director.

Section 2.9 Meetings of the Board of Directors. A regular meeting of the board of directors shall be held without notice other than this bylaw for the purpose of electing directors, appointing officers and transacting such other business as may come before the meeting. The board of directors may hold other regular meetings or special meetings in or out of the State of Hawaii. The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 2.10 Action Without a Meeting. Action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken by unanimous written consent of the directors is effective when the last director signs the consent, unless the consent specifies a different effective date. An unanimous written consent as described above has the effect of a meeting vote and may be described as such in any document.

Section 2.11 Call and Notice of Meetings. Regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. Special meetings of the board of directors must be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting. Any board action to remove a director; approve a sale, pledge or transfer of all or substantially all of the assets of the Corporation; or approve a plan of merger, conversion, or dissolution shall not be valid, unless each director is given at least seven (7) days written notice that the matter will be voted upon at a board of directors’ meeting, unless notice is waived pursuant to section 2.12. The chair of the board, the president, or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board of directors.

Section 2.12 Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records; except that a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with the law or the bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

Section 2.13 Quorum and Voting. A quorum of the board of directors consists of a majority of the directors in office immediately before a meeting begins, provided that a quorum is not fewer than two (2) directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the Hawaii Nonprofit Corporations Act, the articles of incorporation, these bylaws, or other applicable law requires the vote of a greater number of directors.

Section 2.14 Committees of the Board. The board of directors may create one or more committees and appoint directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors. The creation of a committee and appointment of members to it must be approved by the greater of: (a) a majority of all the directors in office when the action is taken, or (b) the number of directors required to take action under section 2.13. Sections 2.9 to 2.13 which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. Any committee may adopt other rules for its own governance not inconsistent with these bylaws or with rules adopted by the board of directors. To the extent specified by the board of directors, each committee may exercise the authority of the board of directors, provided, however, a committee may not:

(a) Authorize distributions;

(b) Approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the Corporation’s assets;

(d) Adopt, amend, or repeal the articles of incorporation or bylaws.

Article 3

Officers

Section 3.1 Required Officers. The Corporation shall have such officers as shall be appointed from time to time by the board of directors. The same individual may simultaneously hold more than one office in the Corporation. One of the officers shall have responsibility for preparation and custody of minutes of the directors’ meetings and for authenticating records of the Corporation. Each officer shall hold office for one (1) year and until a successor shall have been duly elected and shall have qualified. Each officer shall have the authority and shall perform the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. The officers may include one or more of the following:

Section 3.1.1 Chair of the Board. The chair of the board shall preside at all meetings of the board of directors and shall perform other duties as are required of the chair of the board by the board of directors.

Section 3.1.2 President. The president (in the absence of a chair of the board) shall preside at all meetings of the board of directors. Unless the board of directors shall decide otherwise, the president shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation. The president shall perform other duties as are incident to the president’s office or are required of the president by the board of directors.

Section 3.1.3 Vice Presidents. In the absence of the president, the vice president or vice presidents shall, in order designated by the president or the board of directors, perform all of the duties of the president. When so acting a vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice president or vice presidents shall have powers and perform other duties as may be prescribed by the chair of the board, the president, the board of directors or these bylaws.

Section 3.1.4 Secretary. The secretary shall keep the minutes of all meetings of the board of directors and committees of the board of directors (if any). The secretary shall give notice in conformity with these bylaws of all meetings of the board of directors. In the absence of the chair of the board and of the president and any vice president, the secretary shall have the power to call meetings of the board of directors and committees of the board of directors. The secretary shall also perform all other duties assigned to the secretary by the president or the board of directors. The assistant secretary or assistant secretaries shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the secretary during the secretary’s absence or disability or whenever the office is vacant. An assistant secretary shall perform all the duties assigned to the assistant secretary or assistant secretaries by the president or the board of directors.

Section 3.1.5 Treasurer. The treasurer shall be the chief financial and accounting officer of the Corporation. The treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds and the keeping of corporate financial records. The treasurer shall perform all other duties assigned to the treasurer by the president or the board of directors. The assistant treasurer or assistant treasurers, shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the treasurer during the treasurer’s absence or disability or whenever the office is vacant. An assistant treasurer shall perform all the duties assigned to the assistant treasurer or assistant treasurers by the president or the board of directors.

Section 3.2 Compensation of Officers. Officers shall serve without remuneration.

Section 3.3 Resignation of Officers. An officer may resign at any time by delivering notice to the Corporation. Unless a written notice specifies a future effective date, the written notice is effective at the earliest of the following: when the notice is received; five (5) days after its deposit with the U.S. Postal Service as evidenced by the postmark, provided the notice is correctly addressed with first class postage; on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee; or thirty (30) days after its deposit with the U.S. Postal Service as evidenced by the postmark, if correctly addressed but with other than first class, registered or certified postage. Unless an oral notice specifies a future effective date, an oral notice is effective when communicated if communicated in a comprehensible manner. If a resignation is made effective at a future date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 3.4 Removal of Officers. The board of directors may remove any officer at any time with or without cause.

Article 4

Conflict of Interest Policy

Section 4.1 Conflict of Interest Transactions, Generally. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in this section 4.1. A transaction in which a director has a conflict of interest may be approved if the material facts of the transaction and the director’s interest were disclosed or known to the board of directors or a committee of the board of directors and the transaction was authorized, approved, or ratified by the board of directors or committee of the board of directors. A director of the corporation has an indirect interest in a transaction if: (1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or (2) another entity of which the director is a director, officer, or trustee is a party to the transaction. A conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors either on the board or on the committee, who have no direct or indirect interest in the transaction; provided that a transaction may not be authorized, approved, or ratified under this section 4.1 by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section 4.1. The presence of or a vote cast by a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section 4.1; provided the transaction is otherwise approved as provided in this section 4.1.

Section 4.2 Interested Person. Any director, officer, or committee member who has a direct or indirect financial interest, as defined in section 4.3, is an interested person.

Section 4.3 Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation has a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under section 4.5, a person who has a financial interest may have a conflict of interest only if the board or the appropriate committee decides that a conflict of interest exists.

Section 4.4 Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board or committee considering the proposed transaction or arrangement.

Section 4.5 Determining whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the conflicted person shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining directors or committee members shall decide if a conflict of interest exists.

Section 4.6 Procedures for Addressing the Conflict of Interest. The following procedures will be followed to address the possible conflict of interest:

(a) An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b) The chair of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c) After exercising due diligence, the board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4.7 Violations of the Conflicts of Interest Policy. The following procedures shall be taken, if a possible conflict of interest has not been disclosed.

(a) If the board or committee has reasonable cause to believe a director, officer or committee member has failed to disclose actual or possible conflicts of interest, it shall inform that person of the basis for such belief and afford that person an opportunity to explain the alleged failure to disclose.

(b) If, after hearing that person’s response and after making further investigation as warranted by the circumstances, the board or committee determines that person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4.8 Proceedings. The minutes of the board and all committees shall contain:

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 4.9 Compensation. The following provisions concern compensation:

(a) A director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that director’s compensation.

(b) A voting committee member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that committee member’s compensation.

(c) A director or a voting committee member whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is not prohibited from providing information to the board or any committee regarding compensation.

Section 4.10 Annual Statements. Each director, officer and committee member shall annually sign a statement which affirms such person:

(a) Has received a copy of the conflict of interest policy,

(b) Has read and understands the policy,

(d) Understands the Corporation is tax-exempt and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 4.11 Use of Outside Experts. When conducting the periodic reviews as provided for in section 4.11, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.

Article 5

Contracts, Checks, Deposits and Funds

Section 5.1 Contracts. The board of directors may by general or special resolution authorize one or more officers, employees, or agents of the Corporation or any agent or employee of the Corporation to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of the Corporation. In the absence of such authorization by the board of directors, such instruments shall be signed by: any two officers.

Section 5.2 Checks, etc. All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidence of indebtedness shall be signed by such persons (including, but not limited to, an officer, agent or employee of the Corporation) as shall be authorized by a general or special resolution of the board of directors. In the absence of such a determination by the board of directors, such instruments shall be signed by: (a) the president and chief executive officer, the chief financial officer, or any vice president and (b) the secretary, the treasurer, an assistant secretary or assistant treasurer.

Section 5.3 Facsimile Signatures. The board of directors may from time to time by resolution provide for the execution of any corporate instrument or document, including, but not limited to checks, letters of credit, drafts, and other orders for the payment of money, by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in any such resolution.

Article 6

Miscellaneous Provisions

Section 6.1 Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of the board of directors, a record of all actions taken by the directors without a meeting, and a record of all actions taken by committees of the board of directors. The Corporation shall maintain appropriate accounting records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep a copy of the following records at its principal office:

(a) articles of incorporation and all amendments to them and restatements of them currently in effect;

(b) bylaws and all amendments to them and restatements of them currently in effect;

(d) a list of the names, email addresses, and business or home addresses of its current directors and officers;

(e) the most recent annual report delivered to the Hawaii Department of Commerce and Consumer Affairs;

(f) a copy of the Corporation’s three (3) most recent annual tax returns; and

(g) a copy of the Corporation’s application for recognition of tax exemption filed with the Internal Revenue Service with all supporting documents and any letter issued by the Internal Revenue Service in response.

Section 6.2 Tax Year. The tax year of the Corporation shall be the calendar year.

Article 7

Amendment of Articles and Bylaws

Section 7.1 Amendment of Articles of Incorporation. The Corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles by a vote of a majority of the directors in office.

Section 7.2 Amendment of the Bylaws. The board of directors may alter, amend, repeal, or adopt new bylaws.

Certificate

The undersigned Secretary of MAKALI`I KRC CHARITABLE FOUNDATION (the “Corporation”) hereby certifies that the foregoing Bylaws were duly adopted by the board of directors of the Corporation through unanimous written consent dated April 15, 2025, and that the same remain in full force and effect.