Background info:
Lin Yee Chung Association (LYCA) is a Hawaii Domestic Non-Profit Corporation since June 7, 1889. LYCA is required to file an Annual Filing to State of Hawaii Department of Commerce and Consumer Affairs (DCCA), as well as updates to articles of incorporation/bylaws which are publicly available. (Ref: A) LYCA is also registered as a 501(c)(13) non-profit cemetery company with the U.S. Internal Revenue Service (EIN: 99-0046605). LYCA is required to file annual Form 990 tax returns which are publicly available (Ref: B). Some Observations: 1. MANOA BANYAN COURT WINDFALL? Not long after he became LYCA President in 2017, Charles Wong submitted on 13 July 2018 an Amendment to LYCA’s Articles of Incorporation (Ref: C, D). In LYCA’s 2018 amended articles of incorporation, Charles Wong added new language as follows: “The Corporation may, however, pay compensation in a reasonable amount to its members, directors, or officers for services rendered." For the first-time possibly since its founding in 1852, the LYCA Board of Directors may authorize themselves compensation “for services rendered” as they deem “reasonable”. (Ref: D) On 21 Oct 2022, LYCA President Charles Wong submitted Articles of Incorporation for a new 501C(3) called "Manoa Banyan Court Development Corporation (MBCDC)" whose members include all the LYCA Officers/Trustees, and whose MBCDC officers are Patricia Chinn MD (President), Weiland Tang (Treasurer), Nancy Lam (Secretary). In the Oct 2022 MBCDC Articles of Incorporation submitted by Charles Wong, it states: “Unless the bylaws provide otherwise, the Corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered.” Sound familiar? (Ref: E) Draft Manoa Banyan Court Phase 1 Pro Forma Operating Budget and Rental Income (Phase 1 consists of just the first 72 units of a 288 unit complex) appear to indicate significant operating income is anticipated by the developer. (Ref: F, G) 2. LYCA GOVERNANCE: WHO DO THE LYCA TRUSTEE SERVE, AND TO WHOM ARE THEY ACCOUNTABLE? In the 2018 amendment of LYCA articles of incorporation, Charles Wong reduced the minimum required number of LYCA voting members to conduct business from 15 voting members to three (3). Furthermore, the 2018 amendment seems to have done away with LYCA members entirely, stating in Article VII: “The Corporation has no members.” However, Article VII seems to be at odds with the 1964 LYCA bylaws which established a member-based governance structure, with guidelines for several classes of LYCA membership, and how to become an LYCA member, including electing “regular members from among those in the community at large who are interested in public service and who are sympathetic to the purposes of the corporation.” Are the LYCA Trustees now beholden only to themselves? (Ref: D, H). 3. ABANDON SHIP? There have been a growing number of departures from LYCA’s Board of Directors since Charles Wong became LYCA President in 2017. According to their 2017-2022 Annual Filings with DCCA, the number of LYCA Trustees shrank from 18 Trustees in 2017 to possibly as few as 9 Trustees currently. (Ref: C, I, J, K, L, M, N) LYCA Officers/Trustees listed in LYCA’s 2022 Annual Filing to DCCA include (Ref: L): President, Charles T.Y. Wong, 46-107 Lilipuna Rd., Kaneohe, HI 96744 1st Vice President, Glenn M.A. Pang MD, 1428 Alewa Dr., Honolulu, HI 96817 Treasurer, Weiland Tang, 3332 Hayden St., Honolulu, HI 96815 Secretary, Carol Mun Suzuki, 1806 B Palolo Ave., Honolulu, HI 96816 Superintendent, Robert W.C. Wong, 252A Kalama St., Kailua, HI 96734 Trustee, Patricia Chinn MD, 2228 Liliha St. #403, Honolulu, HI 96817 Trustee, Kevin S.K. Ching, 3401 Maunaloa Ave., Honolulu, HI 96816 Trustee, Leslie G.T. Young, 1506 Ala Mahamoe St., Honolulu, HI 96819 Trustee, Howman Lam MD, 1838 Kihi St., Honolulu, HI 96821 Trustee, Nancy Lam, 1838 Kihi St., Honolulu, HI 96821 Note: we understand long-time LYCA 1st Vice President/Trustee Glenn Pang, MD recently resigned from LYCA. 4. FAILING TO MAKE ENDS MEET SINCE CHARLES WONG BECAME LYCA PRESIDENT. LYCA’s 501(c)(13) annual tax filings to the Internal Revenue Service (Form 990) show LYCA was financially "in the black" from 2004-2017. Then, Charles Wong became LYCA President in 2017. From 2018-2020, LYCA reported mounting operating losses (and for some reason, more legal expenses), no longer “in the black” but now “in the red.” See graphs: https://www.causeiq.com/organizations/lin-yee-chung-association,990046605/ (Ref: B, C, O, P, V) LYCA’s 2018 Amended Articles of Incorporation state “the Corporation shall not carry on any activities or engage in any business not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(13) of the Internal Revenue Code of 1986 (or any future corresponding provision).” (Ref: D) Would any LYCA expenditures related to its pursuit of the Manoa Banyan Court development be compliant with IRS Guidelines for 501(c)(13) Cemetery Companies? If (hypothetically) LYCA Trustees authorized use of LYCA 501(c)(13) funds/reserves to pay for (say) legal fees/expenses related to Manoa Banyan Court, would this possibly jeopardize LYCA’s IRS 501(c)(13) non-profit status and/or its non-profit status with State DCCA? Would this be considered “good stewardship” of Manoa Chinese Cemetery? Link to IRS guidelines: https://www.irs.gov/publications/p557#en_US_202201_publink1000200383 (Ref: Q) 5. FOLLOW THE MONEY? Councilmember Calvin Say ran for City Council District 5 seat (which includes Manoa) in 2020, and was elected to office in the 08 Aug 2020 primary. Calvin Say assumed his City Council seat on 02 Jan 2021. (Ref: R) According to the searchable Hawaii State Campaign Spending Commission's database for all campaign contributions from Nov 2006 to July 2022 (https://hicscdata.hawaii.gov/dataset/Campaign-Contributions-Received-By-Hawaii-State-an/jexd-xbcg/data), the following LYCA trustees made campaign contributions to Calvin Say on the following dates (Ref: K, S, T, U): Leslie GY Young, $250, 18 Aug 2020 Patricia Chinn MD, $500, 03 Aug 2020 Glenn Pang MD, $1000, 02 Jul 2020 Glenn Pang MD, $1000, 01 May 2015 Glenn Pang MD, $500, 20 Nov 2006 LYCA’s 2018 Amended Articles of Incorporation state: “The Corporation shall not participate in or intervene (including publication or distribution of statements) in any political campaign on behalf of any candidate for public office.” (Ref: D) In a letter dated 21 Oct 2021 from LYCA President Charles Wong to Councilmember Calvin Say, Mr. Wong spells out LYCA's game plan to develop Manoa Banyan Court under Section 201H-38, and furnishes an advance preliminary copy of the Manoa Banyan Court Draft Environmental Assessment: https://drive.google.com/file/d/1EsYl_enqwxB_Ghgs887r8A_Jve5nOu6r/view?usp=sharing (Ref: W) =============== REFERENCES: (A) State Dept of Commerce and Consumer Affairs website where LYCA filings are publicly available for download: https://hbe.ehawaii.gov/documents/business.html?fileNumber=112D2 (B) LYCA’s Annual Form 990 tax filings to the IRS can be downloaded from websites like ProPublica: https://projects.propublica.org/nonprofits/organizations/990046605#:~:text=LIN%20YEE%20CHUNG%20ASSOCIATION%20HONOLULU%2C%20HI%2096813-2214,%7C%20Tax-exempt%20since%20June%201945%20EIN%3A%2099-0046605 (C) LYCA’s 2017 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1dZVGxkrFsMDG6uqWSX2ZkwPRPn8bzciu/view?usp=share_link (D) Amended Articles of Incorporation dated 13 July 2018 submitted by Charles Wong for Lin Yee Chung Association, 501C(13): https://drive.google.com/file/d/1eKDK8Scm8L_Z7FmPG5vCOhco-oagv3sm/view?usp=share_link (E) Articles of Incorporation submitted by Charles Wong on 21 Oct 2022 for a new 501C(3) called "Manoa Banyan Court Development Corporation (MBCDC)”: https://drive.google.com/file/d/1lmdTtRKOQvu2E4WhCFkB7E1ymbVAIZPS/view?usp=share_link (F) Draft Manoa Banyan Court Phase 1 Pro Forma Operating Budget: https://drive.google.com/file/d/1qM8irkzc-5t5dfrp1bEjZblpi97vqX4L/view?usp=sharing (G) Draft Manoa Banyan Court Phase 1 Pro Forma Rental Income: https://drive.google.com/file/d/1jdC-liq1dztTTGKKPg6CTLaq6KWM5Ir9/view?usp=sharing (H) Bylaws of LYCA dated 1964 (https://drive.google.com/file/d/1KCeM2xmW6pNX8qfUeD7GOGRQI2LIXCNJ/view?usp=sharing ) and LYCA amendment of Charter dated 1964 (https://drive.google.com/file/d/1qHZq864rIIZp0FnXZPuJnsP77JwzLAL-/view?usp=share_link ). (I) LYCA’s 2018 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1Hjqp9PjVEZq4MoD9FqVIilXxr00lQybz/view?usp=share_link (J) LYCA’s 2019 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1ZiDWQpsboFcVOqsViqI6EvpUq6iaM0qy/view?usp=share_link (K) LYCA’s 2020 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1vk1uJ2FoDQTbGryNX0NxW8vhG_GcDP7h/view?usp=share_link (L) LYCA’s 2021 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/19fEjlvznNXq-2-XyGLsUJZ_my-zOy_Sv/view?usp=sharing (M) LYCA’s 2022 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/16pQtgsixCS8RhuzwH90P6hZFdkKyTvjm/view?usp=share_link (N) Spreadsheet list of LYCA Trustees from 2016-2022 (https://docs.google.com/spreadsheets/d/1d7jUxR1rxkZgy1RezZyy4QmkbCei28E0/edit?usp=share_link&ouid=114108623129176669460&rtpof=true&sd=true ) (O) A summary spreadsheet of LYCA’s IRS Form 990 501(c)(13) tax filings from 2004 thru 2020: (https://drive.google.com/file/d/1K-wvcfPnB7kuVnEy4B6jF3fInAlBeGn9/view?usp=share_link). (P) Causeiq.com website: https://www.causeiq.com/organizations/lin-yee-chung-association,990046605/ (Q) Internal Revenue Service guidelines for 501(c)(13) cemetery companies: https://www.irs.gov/publications/p557#en_US_202201_publink1000200383 (R) Ballotpedia article on Calvin Say: https://ballotpedia.org/Calvin_Say (S) Hawaii State Campaign Spending Commission's database for all campaign contributions from Nov 2006 to July 2022: https://hicscdata.hawaii.gov/dataset/Campaign-Contributions-Received-By-Hawaii-State-an/jexd-xbcg/data (T) LYCA’s 2006 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1Klg5u7F9UrQoC0LsnOGuS8rqEV3TJiXF/view?usp=share_link (U) LYCA’s 2015 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1XT3RGx2ECRnXJu0TJcyOADE-Fuk9uL4f/view?usp=share_link (V) LYCA’s 2016 Annual Filing with DCCA (Trustees listed): https://drive.google.com/file/d/1Z7afs86PlVyBqsmGDLqmV60R-uJ7q8c_/view?usp=share_link (W) 25 OCT 2021 letter from LYCA President Charles Wong to Councilmember Calvin Say, Subject: “201H Project - Manoa Banyan Court - Preliminary Draft Environmental Assessment”: https://drive.google.com/file/d/1EsYl_enqwxB_Ghgs887r8A_Jve5nOu6r/view?usp=sharing
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