Usta Hawaii Pacific Inc.

“Membership shall consist of the Board of Directors.”

“The Nominating Committee shall consist of five (5) current members, each of whom shall serve for a term of two (2) years. One (1) member shall be appointed by the Executive Committee, and shall serve as Chair of the Nominating Committee. Two (2) members shall be appointed by the Board of Directors, each of whom may or may not be a member of the Board of Directors. Two (2) members shall be appointed by the Board of Directors, each of whom shall not be a member of the Board of Directors. The Board of Directors shall make reasonable best efforts to select one of the Nominating Committee members from one of the neighbor islands. Selection of members of the Nominating Committee should be finalized no later than July 31 of the year the committee resumes their responsibilities. No member of the Nominating Committee may be nominated for election as an Officer or Director during the individual's term on the Nominating Committee or any unexpired portion thereof. No member of the Nominating Committee may serve more than three (3) consecutive terms. A former member of the Nominating Committee shall be eligible for re-election to the Nominating Committee after an absence from the Nominating Committee for at least two (2) years. The Nominating Committee shall determine the nominees for Officers and Directors, except for those Directors who are appointed by the Districts. No meeting of the Nominating Committee shall be open to the public. The nominees shall be determined by an affirmative vote of a majority of the members of the Nominating Committee. The Nominating Committee shall obtain the consent of each nominee to serve in the position for which that person is nominated.”

“Distributed to the full Board of Directors for its review prior to filing the income tax return form 990 with the IRS.”

“If the governing board of committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after the hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“All compensation decisions will be made by the Board of Directors. Further, all compensation paid will be reasonable and will be based on the following factors: a) the type and amount of compensation received by others in similar positions, b) the compensation levels paid in our particular geographic community, c) the amount of time the individual spends in their position, d) the expertise and other pertinent background of the individual, e) the size and complexity of our organization, and f) the need of our organization for the services of the particular individual.”

“Documents provided upon request.”

“The Organization is organized for exclusively, charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3) of the Internal Revenue Code of 1986. Specifically, the Organization will provide educational programs and opportunities to participate in amateur sporting events, in addition to charitable giving to those in need.”