First Board of Directors Meeting — Formal Agenda

I — Call to Order

The Incorporator will call the meeting to order and state the date, time, and location for the record.

II — Appointment of Initial Board of Directors

The Incorporator, Patrick Gartside, will appoint the initial Board of Directors pursuant to the Articles of Incorporation.

Statement by the Incorporator:

Pursuant to my authority as Incorporator of Access100, I hereby appoint the following individuals as the initial Board of Directors:

Upon appointment, governance authority transfers immediately to the Board of Directors. The Incorporator’s role in governance is concluded.

— The Board of Directors is now seated and assumes governance authority —

III — Roll Call and Establishment of Quorum

The Chair will call the roll of all newly appointed board members. A quorum will be confirmed per the organization’s bylaws before proceeding with business.

IV — Approval of Agenda

Motion: To approve the agenda as presented (or as amended).

V — Election of Officers

The Board will elect Officers from among its members (or as otherwise permitted by the bylaws).

A. Election of Chair / President

Nomination(s): ___________

Motion: To elect [Name] as Chair/President of the Board.

B. Election of Vice Chair / Vice President

Nomination(s): ___________

Motion: To elect [Name] as Vice Chair/Vice President.

C. Election of Secretary

Nomination(s): ___________

Motion: To elect [Name] as Secretary.

D. Election of Treasurer

Nomination(s): ___________

Motion: To elect [Name] as Treasurer.

The newly elected Chair assumes the role of presiding officer for the remainder of the meeting.

VI — Amendment of Articles of Incorporation

Discussion and vote on any proposed amendments to the Articles of Incorporation.

Motion: To amend the Articles of Incorporation as presented.

Note: Amended articles must be filed with Hawaii DCCA.

VII — Adoption of Bylaws

Presentation and adoption of the organization’s bylaws.

Motion: To adopt the bylaws of Access100 as presented.

VIII — Board Orientation

Presentation by the Incorporator covering:

A. Organization Overview — Mission, Vision, and Values

• Mission: Access100’s purpose and the community it serves
• Vision: The long-term impact Access100 aims to achieve
• Core Values: The principles guiding the organization’s work
• Brief History: How and why Access100 was founded

B. Current State of Access100

• Current programs and initiatives
• Organizational status (incorporation, 501(c)(3) determination)
• Financial position overview
• Key partnerships and community relationships
• Immediate priorities and opportunities

C. Governance Overview

• Bylaws summary — board size, terms, quorum, officer roles, meeting frequency
• Articles of Incorporation overview
• Organizational structure and reporting relationships
• Compliance requirements (IRS Form 990, Hawaii DCCA filings)

D. Board Member Roles and Responsibilities

Fiduciary Obligations:

• Duty of Care: Act in good faith, with the care of a reasonably prudent person
• Duty of Loyalty: Put the organization’s interests ahead of personal interests
• Duty of Obedience: Ensure compliance with applicable laws and mission alignment

Board Member Expectations:

• Attend regular board meetings
• Prepare for meetings by reviewing materials in advance
• Participate in committees as needed
• Support fundraising efforts
• Act as ambassadors for Access100 in the community
• Maintain confidentiality of board discussions
• Disclose any conflicts of interest

Copies of the bylaws and articles of incorporation should be provided to all board members.

IX — Adoption of Board Member Job Descriptions

Presentation and adoption of formal job descriptions for board members and officers.

Motion: To adopt the Board Member Job Descriptions as presented.

X — Adoption of Code of Ethics

Presentation and adoption of the organization’s Code of Ethics.

Motion: To adopt the Code of Ethics as presented.

XI — Adoption of Conflict of Interest Policy

Presentation and adoption of the Conflict of Interest Policy. All board members will be required to review and sign annually.

Motion: To adopt the Conflict of Interest Policy as presented.

Required Action: All board members to sign Conflict of Interest disclosure forms.

XII — Adoption of Document Retention Policy

Presentation and adoption of the Document Retention and Destruction Policy.

Motion: To adopt the Document Retention Policy as presented.

XIII — Adoption of Whistleblower Protection Policy

Presentation and adoption of the Whistleblower Protection Policy.

Motion: To adopt the Whistleblower Protection Policy as presented.

XIV — Appointment of Executive Director

Appointment of Patrick Gartside as Executive Director of Access100 and delegation of authorities.

Motion: To appoint Patrick Gartside as Executive Director of Access100.

Delegation of Authorities

Discussion and vote on specific authorities delegated to the Executive Director, including:

• Day-to-day operational management
• Financial authority (signing authority, spending limits)
• Hiring and personnel decisions
• Contract execution within approved limits
• Representation of the organization to external parties

Motion: To delegate the following authorities to the Executive Director as presented.

XV — Setting Meeting Schedule

Discussion and agreement on:

• Regular meeting frequency (monthly, bi-monthly, quarterly)
• Preferred meeting day/time
• Preferred meeting format (in-person, virtual, hybrid)
• Next meeting date

Motion: To set the regular board meeting schedule as [frequency] on [day/time], with the next meeting on [date].

XVI — Open Discussion / Questions and Answers

The Chair will open the floor for questions, comments, and general discussion from board members.

XVII — Action Items and Next Steps

Summary of all action items arising from this meeting:

XVIII — Adjournment

Motion: To adjourn the meeting.

Meeting adjourned at: ___________