Hawaii Transportation Association

“Line 2 hawaii transportation association, inc. Is a trade association whose members are from a common industry, namely the motor carrier industry. For hire motor carriers will often work together, especially when an extraordinarily large movement of freight or passengers is required in a short period of time. They will aggregate fleet assets to get the job done.”

“SEE SCHEDULE O”

“Each organization who chooses to be a member of hawaii transportation association, inc. Is a member with one vote.”

“The board of directors is voted on by the general membership at our annual meeting.”

“The board of directors nominates a slate of directors for the next year, which members vote on at the annual meeting. The board also proposes changes to the by-laws which must be approved by a majority of members at a meeting which includes the by-laws change on the agenda.”

“The executive committee first reviews the intended form 990 filing, and when approved, advances it to the board for final approval. Each question is reviewed by each of the bodies for applicability and accuracy.”

“1. All covered officials will sign the annual statement of disclosure every year. The statement gives the covered official the option of either acknowledging no conflicts of interest, or noting any areas of concern. The statement affirms: a) receipt-has received a copy of the conflict of interest policy; b) reads and understands. Has read and understands the policy; c) agrees to comply. Has agreed to comply with the policy; and d) tax exemption. Understands that the corporation is a tax exempt organization and that, in order to maintain its federal tax exemption, it must engage in activities which are consistent with its tax-exempt purposes. 2. At each board of directors' meeting, the chair will ask if there are any conflicts the association should be aware of. The outcome will be included in the board minutes. 3. In connection with any actual or possible conflicts of interest, a covered official must disclose the existence of his or her financial interest and all material facts relating to the issue to the board and members of any committees considering the proposed transaction or arrangement. 4. After disclosure of the financial interest and all material facts relating to the case, and after any discussion, the director of interest shall leave the board of directors or committee meeting while the financial interest is discussed and voted upon. The remaining directors or committee members shall decide if a conflict of interest exists. 5. If it is determined that a conflict of interest exists, the director of interest may make a presentation at the board of directors or committee meeting. After such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 6. The board president or chairman of the committee shall, if appropriate, appoint other directors or a committee to investigate alternatives to the proposed transaction or arrangement. 7. After exercising due diligence, the board of directors or committee shall determine whether hawaii transportation association, inc. Can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 8. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board of directors or committee shall determine by a majority vote of the disinterested directors present whether the transaction or arrangement is in hawaii transportation association, inc.'s best interest and whether the transaction is fair and reasonable to hawaii transportation association, inc. 9. To ensure that hawaii transportation association, inc. Operates in a manner consistent with its mutual benefit purposes and that does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, hawaii transportation association, inc. May conduct periodic reviews.”

“1. The hawaii transportation association, inc. Executive committee must be composed entirely of individuals who do not have a conflict of interest with respect to the compensation arrangement (example: neither the managing director nor any of his/her family members may be present during the discussion/debate or participate in the vote). The committee must rely on comparability data, from the reference materials identified, that demonstrate the fair market value of the compensation. Other data from expert compensation studies, written job offers for positions at similiar organizations, documented telephone calls about similar positions at both nonprofit and for-profit organizations; information obtained from the irs form 990 filings of similar organizations, etc. May be utilized. 2. The executive committee must document how it reached its decisions, including the data on which it relied. The committee's meeting minutes must note: a. The terms of the compensation and the date it was approved; b. The members of the executive committee present during the debate on the compensation that was approved and those who voted on it; c. The comparability data relied upon and how the data was obtained; and d. Any actions taken with respect to consideration of the compensation by anyone who is otherwise a member of the approval body but who had a conflict of interest with respect to the decision on the compensation. 3. The executive committee must approve the compensation in advance of any remittance or payment.”

“See compensation process for line 15a”

“No documents available to the public.”

“To foster and promote the commercial ground transportation industry in hawaii, to foster and advance safety on the public roads and highways of the state of hawaii, and do such things as may be proper to create and stimulate a fair and intelligent attitude on the part of the public and to encourage the passage of wise and just laws beneficial to the ground transportation industry.”

“Total program service expenses.”