1. NAME: The name of the Fund shall be The Arthur A. Rutledge Endowment in Labor Studies (the "Fund"), a lasting and appropriate memorial to the founder of Unity House and one of Hawai'i's foremost labor leaders, whose grasp of Hawaiian economic and labor policy issues and their application to collective bargaining was legendary.

   
   

2. PURPOSE: The sole purpose of the Fund shall be to create and establish an endowment in support of Labor Studies at the University of Hawai'i which will provide annual income in perpetuity to fund the following:
   1. A named Lectureship in a Labor Studies-related academic discipline. The holder of the Lectureship will serve as a faculty member at the University of Hawai'i - West 0'ahu Center for Labor Education and Research (CLEAR) and shall be known as the Arthur A. Rutledge Lecturer in Labor Studies (the "Lecturer");

   2. Faculty development activities and projects in support of the development and enhancement of labor studies, consonant with the purpose and mission of the Center for Labor Education and Research (CLEAR) as established by Act 202 of the Hawai'i State Legislature in 1976; and

   3. Labor Studies research, education, or training projects throughout the University of Hawai'i system consonant with the purpose and mission of CLEAR.

   
   

3. ADMINISTRATION: The Director of the Center for Labor Education and Research and the Chancellor of the University of Hawai'i - West O'ahu, in consultation with the Labor Education Advisory Council, shall be responsible for:
   1. establishing guidelines and policies for disposition and expenditure of the income from the Fund in accordance with the purposes of the Fund as set forth in Paragraph 2;

   2. establishing the duties and responsibilities of the Arthur A. Rutledge Lectureship; and

   3. selecting the Lecturer shall be the responsibility of the Director of CLEAR and the Chancellor of the University of Hawai'i - West O'ahu.

           The Lecturer will be an outstanding scholar in the field of labor studies, who will serve on the faculty of the University of Hawai'i - West 0'ahu assigned to the Center for Labor Education and Research (CLEAR). The Lecturer shall develop and maintain expertise in a designated field of labor studies focusing on Hawaiian labor policy issues and engage in research and teaching for the benefit of Hawai'i's working men and women.

           A report to Unity House and the President of the University of Hawai'i shall be prepared in consultation with the Center for Labor Education and Research, and submitted annually by the University of Hawai'i - West O'ahu, detailing how the funds have been spent and what has been accomplished.

   
   

4. FUNDING: The Fund is being established with a gift from Unity House of $1 million, of which $250,000 will be presented on or before July 31, 1999, and $750,000 will be presented on or before October 31, 1999.

   
   

5. FUND MANAGEMENT: This endowed Fund shall be invested and managed by the University of Hawai' i Foundation, in accordance with policies and guidelines adopted by the Foundation's Board of Trustees. The Fund shall be an open fund capable of receiving additional contributions. On an annual basis unexpended earnings shall be reinvested in the Fund for future use. At no time shall endowment gift principal of the Fund be expended.

   
   

6. RECOGNITION. PROMOTION AND REPORTING: To express their appreciation for the Fund, to enhance the Fund, and to help attract gifts for similar purposes, the University of Hawai'i and The University of Hawaii Foundation may make appropriate announcements through internal and external media and give other recognition as suitable. Unity House shall be allowed to review and approve any and all such announcements prior to their being made.

   
   

7. CHANGED CONDITIONS: In the event that it becomes impossible to fulfill the requirements of this Memorandum of Understanding, the Board of Trustees of the Foundation, in consultation with the University, will determine an alternate disposition of the funds consistent with Foundation policy. The Foundation shall utilize the fund in a manner consistent with the donor's original intent and in the best interests of the University of Hawai'i. In so far as possible, Unity House will be consulted if the terms of this Memorandum must be changed. In the event Unity House ceases to exist, the Foundation will consult with the Executive boards of Hotel Employees & Restaurant Employees Local 5 AFL-CIO, Cement, Quarry Workers, Ready Mix & Dump Truck Drivers Local 681 and Hawai'i Teamsters and Allied Workers Local 996 if the terms of this Memorandum must be changed. In the event the Center for Labor Education & Research ceases to exist, the Foundation will obtain the approval of Unity House and the University of Hawai'i prior to alternate administration or disposition of the Fund.
           In the event that the Center for Labor Education and Research (CLEAR) transfers to a unit of the University of Hawaii other than West 0'ahu, this Fund shall remain with CLEAR and its purpose shall be as set forth in Paragraph 2.

           Notwithstanding anything herein to the contrary, in no event shall the Fund or its income be used in a manner that would disqualify it as a gift to a charitable organization as defined in the Internal Revenue Code ("IRC"). The University of Hawai'i and the University of Hawaii Foundation will take all steps necessary and proper to ensure that the Fund and its income is treated as a gift to a charitable organization in accordance with the IRC.

   
   

8. FORMAL ACCEPTANCE: The foregoing terms and conditions shall become effective upon the date when each of the parties hereto has executed this instrument.

ACCEPTED FOR THE DONOR:
Anthony Rutledge         Date: 7-12-99
President
Unity House


ACCEPTED FOR THE UNIVERSITY OF HAWAI'I

Kenneth P. Mortimer     Date: 7/12/99 President University of Hawai'i		Joanne E. Clark     Date: 7/12/99 Director of University Relations Former Interim Chancellor, University of Hawai'i - West O'ahu
William A. Pearman     Date: 7/12/99 Chancellor University of Hawai'i - West O'ahu		William J. Puette     Date: 7-12-99 Director, Center for Labor Education & Research University of Hawai'i - West O'ahu

ACCEPTED FOR THE UNIVERSITY OF HAWAII FOUNDATION
Patrick M. McFadden     Date: 7/12/99
Interim President and Chief Financial Officer
University of Hawaii Foundation