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HomeMy WebLinkAboutCOM 0667.034 1998-2000 J. t 41 " Sa wn* asnaw..cQ, FOrtre/ ✓ cam ore &.3 yin crP -2.0 0 0) , {,F - • : o� ., • � 50rne 5k"- Stephen K. Yamashiro \Il Mayor Harry A. Takahashi - t2 • Director +, si a, =a S. K. Schutte . .. • .�^ of s ts • Deputy €ountp of 3amaii DEPARTMENT OF FINANCE 25 Aupunl Street. Room 118 • Hilo. Hawaii 96720 -4252 (808) 961-8234 • Fax (808) 961 -8248 HAWAII COUNTY NONPROFIT GRANTS (FY 2000 -01) HUMAN SERVICES NONPROFIT GRANTS REVIEW COMMITTEE (HSNPGRC) FISCAL YEAR ENDING:June DATE OF APPLICATION: 1/25/00 GRANT APPLICATION FOR: Sex Abuse Resource and Advocacy Services (Program Tide) Legal Name of Organization: Kapi'olani Medical Center for Women and Children Mailing Address: 1319 Punahou Street, Honolulu, Hawaii 96826 Facility/Site Address: 375 Ululani Street, Hilo, Hawaii 96720 Director /Site Manager Martha Ah Yee Phone: (808) 935 -7787 Organization President: Frances A. Hallonquist Phone: (808) 983 -6010 ContactPerson(GrantWriter) Adriana Ramelli Phone: (808) 535 -7600 Amount of request for County funds: $ 54,435.00 Total annual budget of organization: $ 2,280,878.00 Has the applicant applied for any other funds from the County of Hawaii this fiscal year? 0 Yes Source /Department: 4(No • Agency /Program(s): 44 Social Services 5 Youth Programs Elderly Programs Check Category (ies) 0 Culture and Arts CS Education (5 Other • Briefly, define the program for which funding is being requested: i Sex Abuse Resource and Advocacy Services (SARAS) is requesting funding from the County of Hawaii to provide 1) Crisis Intervention Services, which include: on -call coverage, crisis phone intake and crisis stabilization /crisis counseling 24 hours a day, 365 days a year; 2) Case management and legal advocacy services; and 3) Coordination with OtL T r7 community agencies and systems advocacy on behalf of victims. Comm: No. ( , o � I 1 File No. M Rd. To: l4sebci Ref. Date FEB 23 2000 QUALIFYING STANDARDS FOR APPLICANTS An applicant must meet all of the following standards: 0. _ _ Be chartered or otherwise authorized to do business in the State for charitable purposes and exempted from the Federal income tax by the Internal revenue Service. (5 Have a governing board whose members serve without compensation and have no conflict of interest between their regular occupations and the services provided. (5 Have bylaws or policies which describe the manner in which business is conducted, including management, audit, fiscal policies and procedures, policies on nepotism, and policies on management of potential conflict of interest. 0 Have at least one year's experience with the service or activity for which the appropriation is sought or can otherwise demonstrate to the satisfaction of the County sufficient expertise to successfully carry out the service or activity. 0 Be licensed and accredited in accordance with applicable requirements of Federal, State and County laws. II. GRANT CONDITIONS The applicant agrees to comply with the following terms & conditions prior to receiving a grant award. A. Comply with applicable Federal and State laws prohibiting discrimination against any person on the basis of race, color, national origin, religion, creed, sex, age, or handicap. B. Agree not to use any public funds for purposes of entertainment or perquisites. C. Comply with such other requirements as the Director of Finance may prescribe to ensure adherence by the nonprofit organization with Federal, State, and County laws, and established standards for fiscal and program management. D. Allow the Director of Finance, the committees of the council and their staffs, and the Legislative Auditor access to records, reports, files, and other related documents in order that the program, management, and fiscal practices of the nonprofit organization may be monitored and evaluated to assure the proper and effective expenditure of public funds. III. RECORDS AND REPORTS A. The applicant shall follow generally accepted accounting procedures and practices and shall maintain books, records, documents, and other evidence, which sufficiently and properly account for the expenditure of County funds. The books, records and documents shall be subject at all reasonable times to inspection, reviews, or audits by the County expending agency, the Director of Finance, and the Legislative Auditor, or by their representatives. B. The County expending agency, Director of Finance, or County Council may request periodic written reports on the use of County funds. C. The nonprofit organization shall submit a final written report to the Legislative Auditor within sixty (60) days after June 30 of the fiscal year. The report shall include an explanation of the public benefits derived from the awarding of the grant and a listing of other funding sources and amounts obtained during the award period. IV. QUARTERLY ALLOCATION Under no circumstances shall grant funds be disbursed in a lump sum payment. Grant funds will be disbursed to Grantees_only through a.quarterly allocation process. The disbursement of grant funds can be formulated on an equal quarterly apportionment basis. V. GRIEVANCE PROCEDURE The applicant will adopt and maintain a grievance procedure to assure proper accounting for any concerns and complaints about its programs or services that may arise from its members, employees, clients or from other members of the public. VI. DISCLOSURE OF INFORMATION All information, data, or any other material provided to the County by virtue of this application shall be subject to the Uniform Information Practices Act (UIPA), ch. 92F, Hawaii Revised Statutes. All such material is deemed government record and shall be open to the public and may be provided to other public and/or private funding sources. VII. CONTINUED ELIGIBILITY Any applicant or recipient who withholds or omits any material facts or deliberately misrepresents such facts to the County of Hawaii shall: 1) Immediately be disqualified from consideration for Nonprofit Grant funding; OR 2) be in violation of the terms of the Grant Agreement of County funds in which case a grant agreement can be terminated by the County and the recipient or provider may be liable to reimburse all or a portion of any funds received therein. VIII. ACKNOWLEDGMENT Kapi'olani Medical Center for Women and Children (Legal Name of Organization) hereby agrees to administer the Sex Abuse Resource and Advocacy Services (Program Title) in accordance with the regulations, policies and procedures prescribed by the Hawaii County Finance Department. Distribution of grant funds is limited to grantees, which are in compliance with County regulations, policies and procedures. The County reserves the right to withhold grant distributions at any time the grantee is not in compliance. It is the policy of the County of Hawaii and for those who do business with the County to provide equal employment opportunities to all persons regardless of race, physical disabilities, color, religion, sex, age, or national origin as mandated by the Federal Civil Rights Acts, as amended, and any other federal or state laws relating to equal employment opportunities. IX. AMENDMENTS TO THE APPLICATION/EVALUATION The applicant assures that it will submit to the HSNPGRC for prior review and approval, a written request and justification for any changes, additions, or deletions to any portion(s) of the grant application or a duly executed Grant Agreement of County Funds. The applicant will cooperate and assist in any effort undertaken by the HSNPGRC to evaluate, inspect or otherwise monitor the effectiveness, feasibility, and/or cost efficiency of any and all practices, policies and procedures or activities pursuant to this application or any grant designation or allocation received as a result of this application. 3 • • • X. AUTHORITY AND CAPACITY OF APPLICANT The applicant certifies that it has the authority and capacity to develop and submit this application, and to fully administer the program(s) pursuant to this application. UNSIGNED PROPOSALS WILL NOT 13E ACCEPTED! / 1% 4 NV , , Y //t /rio ignature of Executive Vice I -:dent and CE i)ate / Kapi'olani Medical Center f. Wrnen and Children ]l thh int{J I�(G L // 11/,/0 Si of Executive Director/Manager Date Kapi'olani Mediral Center for Wcnen and Children /Sex Abuse Treatment Center 4 } • • PROGRAM /SERVICE DESCRIPTION A. Overview: The Sex Abuse Resource and Advocacy Services (SARAS), a community benefit program of the Kapi`olani Medical Center for Women and Children (KMCWC), began offering direct services to victims of sexual assault, their families and the Hawaii community at large October 1, 1999. The KMCWC on Oahu is a private, non - profit teaching hospital affiliated with the University of Hawaii's Schools of Medicine, Nursing and Social Work. As the Regional Perinatal Center for Hawaii and the Pacific Basic, KMCWC provides tertiary care for infants, children, adolescents and women. In addition, its community benefit programs provide comprehensive health education and psychosocial services to the community. The Sex Abuse Treatment Center (SATC), KMCWC, provides comprehensive services to sexual assault victims, their families, and the community on Oahu, is the Mastercontractor for statewide sexual assault funded through the Department of Health (DOH), and is the entity providing management of SARAS. SARAS is requesting funding from the County of Hawaii to provide 1) Crisis Intervention Services, which include: on -call coverage, crisis phone intake and crisis stabilization /crisis counseling 24 hours a day, 365 days a year; 2) Case Management and legal advocacy services; and 3) Coordination with community agencies and systems advocacy on behalf of victims. Immediate access to victim - centered crisis services is essential in promoting the emotional healing process of those whose lives are affected by sexual assault. Such services are designed to assist victims and their significant others in coping effectively with the traumatic consequences of a sexual assault and in regaining a lost sense of power and control over their lives. On -going supportive services, including case management and legal systems advocacy, can help victims and their significant others better cope with their situation and feel better about themselves. They can also facilitate a victim's entry into the criminal justice system and participation in criminal prosecution. To increase the County's awareness and support of sexual assault and the needs and concerns of victims, SARAS will serve as a resource to others, collaborating with public and private agencies and community organizations to enhance the welfare of sexual assault survivors. B. Problem /Need: "Sexual violence is part of the everyday fabric of American life" (Johnson 1980:146). An estimated 120 out of every 100,000 women in the United States were /are victims of rape or attempted rape (us Bureau of Justice Statistics 1983). Private researchers conclude that the magnitude is far greater, with one in four women found likely to be victims of sexual assault (Russell 1984). The Hawaii State Attorney General's office found in their study that about 2.2% of women in our State, or about 9,660, said that they had been forced to have sexual intercourse in the past year. This is more than 24 times the number of forcible rapes reported in 1993 (State of Hawaii Department of the Attorney General 1994). 7 r • • Underreporting of rape not only diminishes the extent of the violence, but is symptomatic of societal attitudes toward the victim of sexual assault and contributes to secondary injury through avoidance of help- seeking (US Bureau of Justice Statistics 1983, Brownmiller 1975, Koss 1988). Sexual assault can lead non - victimized women to change their behavior, restrict their movements, develop a distrust of men, and live under a threat of sexual violation (Koss et al. 1994, Shim 1992, Lapin 1992, Warr 1985). Sexual assault is a lonely and frightening experience. While no two people react to sexual assault in the same way, certain patterns of response are common. This is known as rape trauma syndrome. Immediately following the assault, survivors often experience a sense of disorientation and have feelings of shock, denial, shame, guilt, depression, helplessness, numbness, of being contaminated, fear, and anger. These acute reactions may last anywhere from a few days to a few weeks. More often than not, the reactions in this phase overlap with the reactions of the more long -term period of adjustment or reorganization. Sexual assault comes as an unexpected intrusion in one's life and can cause disruptions at home, with loved ones, at work and in social situations. Long -term consequences may include impaired self - image, unplanned pregnancy, inability to trust, social withdrawal and impaired peer relationships, suicide attempts, and the development of dissociative disorders. For adults molested as children (AMACs), the wounds from suppressed child sexual abuse often follow them into the adult years with similar consequences. These conditions can limit an individual's ability to form intimate relationships, earn a living, reach full potential, and achieve a sense of well being. Target Population and Specific Needs The services of the SARAS will be available to any of the 156,200 residents and visitors (1997 de facto population) present in the County of Hawaii who have been sexually assaulted and who call in need of immediate crisis assistance, sexual assault prevention education information and /or consultation. Available demographic data shows 50.2% of residents are male; 49.8% female. 28.3% were under 18 years of age; 71.7% were adults (1997 resident population of 141,458). Crisis intervention counseling following a sexual assault is critical to assess medical needs the victims may have and help them deal with the intense confusion and shock reaction of the assault experience. Additionally, victims need information about legal options. Many technical questions arise when considering police reporting and often once the victim decides to report the incident to the police, on -going emotional support is needed to help the victim see the process through. Finally, to help create an environment in which victims are believed and supported, awareness about the crime of sexual assault, its outcomes for individuals and society, and the needs and concerns of victims must be increased. Providing such information and advocacy in both public and private sectors is needed. Geographic Area Services will be provided in Hawaii County, which covers 4,028.2 square miles. 92% of the land area is classified as rural, making it the most sparsely populated county in the State, with a 1997 de facto population density of 37.3 individuals per square mile. The 2 • • SARAS office in Hilo is located at 375 Ululani Street and open Monday through Friday, from 8 a.m. to 4:30 p.m. The Kona office is located in Suite 103C of the Kona Village Professional Plaza, at 75 -5759 Kuakini Highway, and is open Monday through Friday, from 10 a.m. to 4:30 p.m. C. Collaboration /Coordination: SARAS serves on Interagency Advisory Boards and Committees including the Children's Advocacy Centers and Sexual Assault Nurse Examiner /Sexual Assault Response Teams (SANE /SART) county wide. Through collaboration with public agencies including the Prosecuting Attorney's Office, the Hawaii County Police Department (HPD), and Child Welfare Services of the Department of Human Services, SARAS is able to maximize and use its resources more efficiently. Community networking and service utilization is an important part of SARAS. Referrals that benefit the client are made to professionals within the community. Trainings and presentations are provided to agencies and personnel in human service settings who find sexual assault survivors among their clientele. Prevention education is also provided to the community at large through schools, churches and community service organizations. Currently, SARAS is coordinating with HPD and SANE /SART on a victim service medical legal protocol to expedite activation of the team which provides crisis and medical legal services to victims of sexual assault in an efficient and standardized manner. Through collaboration on victim services, each community agency /participant provides their expertise on behalf of the victim, creating well- rounded and coordinated services and service delivery. By this collaboration, duplication of services are minimized or eliminated completely and the services which are offered have a greater potential to be reflective of and responsive to the needs of victims, their significant others, and the community at large. D. Goals and Obiectives: Goals Recognizing the importance and need for immediate intervention when dealing with sexual victimization, the first goal of the SARAS's program is to have a 24 -hour, island - wide crisis response system designed to meet the needs of sexual assault victims, their families, significant individuals and the community at large. To assist sexual assault survivors in coping with the traumatic consequences of a sexual assault, the second goal of the program is to provide ongoing case management support services and legal systems advocacy to victims of sexual assault, their families, and significant individuals. The third goal is to increase community awareness of the needs and concerns of sexual assault survivors. 3 J • • • Objectives / Action Steps / Timeline From July 1, 2000 through June 30, 2001 crisis intervention services including on -call coverage, crisis phone intakes, crisis stabilization /crisis counseling, and legal systems advocacy will be provided twenty -four hours per day, 365 days per year. From July 1, 2000 through June 30, 2001 case management services and legal systems advocacy will be provided to victims of sexual assault, their families, and significant individuals during office hours. From July 1, 2000 through June 30, 2001 SARAS staff will participate in structured community and /or government activities, meetings, coalitions and /or task force groups that seek to coordinate and improve services for sexual assault survivors, advocating for public policy and legal system reform which recognizes the needs and concerns of victims. Program and Client- Centered Outcomes Crisis Intervention Services: Outcomes of these services will be measured by the: • Percent of victims receiving crisis counseling /crisis stabilization services who file a police report (estimate 75 %) • Percent of completed client satisfaction surveys indicating service helped to better cope with the crisis situation (estimate 80 %) Output will be measured by the: • Number of crisis intervention phone calls received (estimate 228) • Number of victims receiving crisis stabilization /crisis counseling (estimate 120) • Number of victims receiving legal advocacy services (estimate 96) Case Management/Legal Advocacy Outcomes will be measured by the: • Percent of completed client satisfaction surveys indicating service helped me to feel better about myself (estimate 80 %) • Percent of completed client satisfaction surveys indicating service provided the support needed for the legal process (estimate 80 %) Output will be measured by the: • Number of victims receiving case management and legal advocacy services (estimate 80) • Coordination with Community Agencies and System Advocacy Output will be measured by the: • Record of activities E. Service Delivery: 1. Crisis Intervention Services These services will be provided twenty -four hours a day 365 days a year. A 24 -hour countywide hotline number will be provided for individuals to access services. Services include crisis phone coverage, crisis phone intakes, crisis stabilization /counseling and legal advocacy. 4 • a) On -Call Coverage Personnel trained in crisis intervention strategies will be available to assess and respond to crises twenty -four hours a day, 365 days a year. During office hours, coverage will be provided by two outreach crisis intervention specialists; one located in Hilo and the other in Kona. After hours and on weekends and holidays, crisis workers will be scheduled to respond to those in need. The 24 -hour hotline, managed by an answering service during this time, will contact the scheduled worker and patch the crisis call through for follow up and assistance. b) Crisis Phone Intakes A systematic procedure is utilized to identify and assess the caller's needs and concerns. The goal of phone intakes is to establish a connection, a relationship in which the caller can explore his /her problem, sort out his /her thoughts and feelings, and arrive at an action plan. The crisis phone intake may include: listening and validation of feelings, normalization of trauma symptoms and resultant feelings, assistance with problem solving including coping strategies, safety issues, information on legal options, educational information on sexual assault and - related issues, referral to community resources and /or information on program services. The need for an immediate forensic examination or general medical care is also determined and caller is provided with the appropriate information to access an examination. Most callers desire information and assistance concerning a sexual assault experience. Some callers have experienced a recent sexual assault and are seeking assistance with medical care, police reporting, and how to cope with the immediate psychological impact of the sexual assault. Often friends and /or a significant other of the victim calls seeking assistance on behalf of victims. Family members who have obtained a disclosure of sexual assault or have reason to suspect something inappropriate has happened to his /her child call for assistance. Crisis workers are trained to identify the immediate needs of the caller and explore the various solutions available and develop a plan of action with the caller. c) Crisis Stabilization /Crisis Counseling As any individual who survives a sexual assault has been through an unforgettable crisis that has the potential of producing profound emotional consequences, it is imperative that the psychological impact of an assault is addressed during the course of the crisis contact. The role of the crisis worker to this end is diverse and requires them to act in various capacities; as counselor, educator, facilitator, and advocate. A number of victims are in need of a medical -legal examination following a sexual assault. This examination has two main objectives, the medical well being of the victim and the collection of forensic evidence. In Hawaii County, the medical protocol guiding such exams operates as a comprehensive system of care provided by a team of professionals including the SANE, the Crisis Workers of the SARAS program and law enforcement personnel. It can also include Child Welfare Services and the victim's personal physician or therapist. The roles of each professional are different, though complementary. 5 • • When a victim is at a hospital requesting support during the medical -legal examination, the on -call crisis worker is contacted by hospital staff or police to provide crisis counseling and emotional support. The crisis worker meets the victim at the hospital and is the person who interacts with the victim, any of their significant others; the police, hospital and medical personnel; and any child protective worker and other individual involved with the survivor or concerned or responsible for their welfare. They explain the medical examination procedures, clarify misconceptions, provide information about the legal system and reassure the victim and others that the physical and emotional well being of the survivor is of the utmost importance. Crisis stabilization /counseling can also be provided to victims of sexual assault in need of immediate emotional support but not appropriate for medical care. The crisis worker is available to meet with a survivor at the office location or in another safe location if preferred by the victim, to provide the supportive assistance. The presence of a crisis worker may also be requested by the police or a victim to act as an advocate and support person during the police interview. Prior to ending the contact with the survivor during this phase, the crisis worker will also assess the need for continuing care and support offered through case management and legal advocacy services also provided by SARAS, and the need for psychotherapeutic support. At this time SARAS offers referrals to private therapists and counseling centers for psychotherapeutic care. The SARAS program does plan to hire staff to provide psychotherapeutic services at both the Hilo and Kona offices. The service will be funded through the Department of Health and is not be part of this request. 2. Case Management Services and Legal Advocacy To ensure that the needs of survivors continue to be met, the daytime crisis staff of the SARAS program will provide clients with ongoing support and legal advocacy services. Vital to the care and treatment of the survivor is the coordination of services needed by the victim. These services include on -going assessment of the client's needs, monitoring of client's adjustment and the provision of comprehensive care. Professionals, such as therapist, school counselors, family physician, are contacted on behalf of clients to discuss service plans, referral for services, and community resources available. Case management and collateral contacts with professionals are delivered to reduce the fragmentation and /or duplication of services. Legal systems advocacy ensures that survivors understand the legal system and their role in it. It seeks to ensure survivors are treated with dignity, sensitivity and respect, and that their rights are upheld, and to ensure that the services and participation within the justice system is coordinated. Legal advocacy entails on -going contact by the SARAS worker with the various professionals pertinent to the client's case so that the legal status can be tracked and further needs can be identified. Advocacy services also include accompaniment to legal interview, criminal and /or civil court hearings, Crime Victims Compensation Commission hearings, and /or regulatory/ethical hearings. Survivors are educated about the legal system and their role in legal proceedings. Other services may include reporting to court in the role as the custodian of record, and consultation with legal counsel to protect client confidentiality. 6 ' • • 3. Coordination with other Community Agencies and Systems Advocacy The SARAS staff will work with individuals, groups and agencies by attending meetings, community activities, coalitions and task force groups that enhance the welfare of sexual assault survivors and concentrate on the prevention of sexual assault through community coalition building, legal system reform and public policy. F. Evaluation: Process used to evaluate program /services Crisis Interventions Services Crisis Phone Intakes: Every phone call that comes into the SARAS is documented on a phone report completed by the worker who responded to the call. For quality assurance purposes, the Branch Administrator will review each phone report on a daily basis so any identified problem area can be addressed and rectified in a timely fashion. Phone reports completed on calls that are received after office hours will be sent to the office within 48 hours. Any situation requiring follow -up action will be called into the office by the crisis worker at the start of the following day and will be handled by the Branch Administrator. Crisis Stabilization /Crisis Counseling. Every face to face contact for crisis counseling provided by the SARAS worker will be documented on a counseling /crisis stabilization report. In addition, every survivor that accepts the crisis services is informed on the confidentially of client information and is requested to complete the program's consent for services which includes the consent for treatment, legal advocacy and consent to use data from client's record. A satisfaction survey and postage paid (by SARAS) addressed envelope will be provided to each individual receiving services to provide an opportunity for them to comment on services they have received. All documents will be maintained in files that are secured within the SARAS's offices. For quality assurance purposes, the Branch Administrator will review every counseling /crisis stabilization report, monitoring for the completion of all consents as well as client satisfaction with services. Case Management and Legal Advocacy To track the client's progress and to ensure the provision of quality care, every on -going contact with a client will be documented on a progress note, which is a progressive document that reflects the date, type of contact or activity provided, and a summary of the contact or activity. The worker involved in the contact is responsible for the documentation and signs his /her name below the entry. Additionally, a satisfaction survey and postage paid (by SARAS) addressed envelope will be provided to each individual at the time of termination of services. This survey will include questions about whether the services clients received helped them to feel better about themselves and supported their participation in the criminal justice system. Coordination with other Community Agencies and Systems Advocacy Program files containing records of meeting minutes, correspondence, notes, and any other relevant documentation on these activities will be maintained. Finally, the Director of the SATC, KMCWC will conduct a detailed monitoring of the Crisis Intervention, Case Management/Legal Advocacy and Coordination with Community Agencies and System Advocacy services and activities provided through this grant on a quarterly basis to assure compliance with program goals and objectives. How this process will measure outcomes Crisis Intervention Services: Counseling /crisis stabilization report form collects a variety of information including demographics about the victim, information about the assault, and police reporting. The contents of this information in entered into a computer and will be used to report the number and percent of victims reporting to the police. The data base also stores information to report on the number of phone calls received, number of victims receiving crisis counseling and number of victims receiving legal advocacy. The satisfaction survey will provide answers to questions about services, including whether they helped the survivor to better cope with their situation. Case Management/Legal Advocacy Services: The progress note documents contacts and activities provided on behalf of and with the client. Information on the number of victims receiving case management/legal advocacy services will be collected, stored and analyzed. Coordination with Community Agencies and System Advocacy: A review of the documentation pertaining to coalition building, legal system reform and /or public policy as it relates to the delivery of sexual assault services will inform and instruct future efforts in this area, in terms of action needed and priorities. G. Program Fees The SARAS program does not charge a membership fee nor are participants charged a fee for any of the services detailed in this proposal. H. Viability Sexual assault effects everyone; the victim, their significant others, their employers, and the entire county in terms of community safety. Victim Costs and Consequences: A New Look (National Institute of Justice, Office of Justice Programs, U.S. Dept. of Justice, Feb. '96) reported that "rape" has the highest annual victim cost to the victim and society followed by assault, murder and drunk driving. It was also found to be the most "expensive" crime per criminal victimization when compared to other types of crimes; at $99,000 per child sexual assault and $87,000 per adult sexual assault, in 1993 dollars. Applying the more conservative adult cost of sexual assault of $87,000 to the 46 rapes which were reported to police in Hawaii county in 1997 (Crime in Hawaii 1997, Dept. of the Attorney General), shows approximately $4 million in losses due to the effects of this crime was potentially experienced by Hawaii county and the State in 1997. As such, public as well as private investments the area of sexual assault treatment and prevention yield an exceptionally high 'rate of return.' Funding for services in Hawaii County has been secured from the DOH for FY00 - 01. Compensation from the Crime Victim's Compensation Commission will also be pursued 8 • for clinical services for those clients reporting their assault to the police. The SATC is also planning to establish a partnership with the Hawaii County Prosecutor's Office for Victims of Crimes Act (VOCA) funding to support the SARAS services. Any additional sources of public funding will eventually be pursued through private sources including foundations, businesses and individuals. I. Budget See attached Budget tables. ORGANIZATION /AGENCY INFORMATION A. Board of Directors In 1996 Kapi'olani Health developed an extensive Board Book for board member orientation purposes. In addition to this book new members are also oriented by Roger Drue, President and CEO of KH, Frances Hallonquist, Executive Vice President and CEO of Kapi'olani Medical Centers and Charles Sted, Executive Vice President and Chief Financial Officer of KH. Board members are also encouraged to attend governing board orientations outside of KH. Additionally, there is always an educational /orientation item on all board meeting agendas. B. Past Performance The SATC, KMCWC has provided a comprehensive range of services to victims of sexual assault, their significant others and the community since 1976. In 1977, SATC became the statewide contractor for sexual assault services funded by the State Department of Health. The SATC in August, 1998 was awarded a grant through the Office of The Attorney General to develop and implement statewide standards for forensic evidence collection. In FY98, a total of 11,100 individuals on Oahu received services from SATC. In FY99, 15,474 individuals received services from SATC on Oahu. In both fiscal years, the SATC met or exceeded target outcomes for Crisis Intervention and Clinical /Legal Advocacy /Case Management services. Outcomes are measured by percent of victims police reporting to law enforcement and client satisfaction with crisis services. C. Financial: In regards to financial operations for current programs, there were no changes in the past year, nor are there any planned changes for the next. Organization major contracts for the FY00 (July 1 — June 30) are either ongoing, or in the review and finalization stages with external funding sources. SATC has an established 24 year history with Kapi'olani Medical Center for Women and Children. As with many of our community -based programs SATC is considered an integral component of the continuum of care to our community. 9 • • D. Monitoring: The SATC was monitored by personnel from the School Health Services Branch, Family Health Services Division (FHSD) of the DOH on June 20, 1997. The Maternal and Child Health Branch of FHSD is now the monitor for the Department's contract with SATC, KMCWC. Contact person is Mildred Lum; 808 - 733 -9038. On December 17, 1999 the SATC was monitored by Nancy Ralston from the Department of the Attorney General for project 97- WF -11, Sexual Assault Victim's Services. Contact person is Nancy A. Ralston, Criminal Justice Planning Specialist; 808 - 586 -1157. E. Alcohol, Tobacco and Drug -Free Workplace Policies and Information: It is the policy of Kapi'olani Medical Centers to be smoke free. This is in keeping with the responsibility to maintain the rights of patients, staff and visitors to a healthy and safe environment. Kapi'olani Health has established a Drug -Free Workplace policy pursuant to the mandate and requirements of the Drug Free Workplace Act of 1988. All employees of Kapi'olani are prohibited from engaging in any activity relating to the unlawful manufacture, distribution, dispensation, possession, or use of controlled substance(s) in the workplace, anywhere on company property or while outside of the workplace. 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U y O. d 't/1 ' 0> y) l0 W 0I N 7 d U C c o O C V (O U C O t t 3 M a) 0 a) L `) - M 0 N N ` C W L ..._ is = C to C > CD Q O ca M J N C U N U tO O 0. CO F N O Q N a) N O t0 U N 'O O r o_ l U N C o N N t0 U D t0 N t0 y z.. a) Z U C Q C >. E U ct W N U j W C O) N c C V O D_ U 2 I C z. Q n 0 a 1- i— a to M M (0 co 1 EH EA 63 N 2 N a) 1 u ' 0) u > e E d 'r_ N a) a) N E 8 c d L E ' v O w E co w • • 0 0 0 d °0 00 N 0 0 w CC CD _ W 3 J C m • a Z C d W 0 2 N z CO ✓ 0 f H a Q z o O a3 LL g 0 `O U m • m a x 6: 1 • ��VV OF N74� • Stephen K. Yamashiro °' :,�. % '.' : Harry A. Takahashi Mayor ;�' � \ � li � Uvr.hn \ rr -- a .p S. K. Schutte rE Oi MP ' Deputy (County of Jaivaii DEPARTMENT OF FINANCE 25 Aupuni Street. Room 113 • Hilo, Hawaii 96720 -4252 (808) 961 -3234 • Fax (8031961 -8248 - HAWAII COUNTY NONPROFIT GRANTS (FY 2000 -01) FINANCIAL QUESTIONNAIRE Please include as an attachment an explanation - for all "NO" answers to questions #1 thru 11 below: Yes No 0 1. Has the agency operated continuously for the past three (3) years? 0 2. Has the agency operated with a positive cash flow for the past (3) years? 3. Does your Board of Directors approve a detailed cash flow budget before the beginning of each fiscal year? 0 ( 4, Do your Board meeting minutes show that quarterly financial statements are approved? Financial statements are reviewed and discussed at the board meetings. CAS CS 5. Is your equity balance at least 20% of your Total Liability balance? 0 6. Is your Total Current Asset balance larger than your Total Current Liability balance? 0 7. Are bank reconciliations and accounting performed by someone other than the check signatory? 0 8. Are you fully insured for the agency's vehicle(s) and building(s)? 0 @ 9. Is your Workers' Compensation at least 2% of payroll? Self- insured 0 10. Are you current (not delinquent) on all payroll and payroll tax payments? • 11. Is the agency free of any pending litigation, liens or judgments? CS 12. Within the past 12 months, has the agency applied for vendor or bank credit and was denied credit? If yes, please explain. As the grant applicant, / certi that the agency has satisfactorily responded to each of the above questions and explained as needed. 1 hereby certify that this information is true and correct to the best of my knowledge. Agency: Kapi'olani Medical Center for Women Phone: (808) 535 -7350 and Nasudr -n L /24 o2 Prepared by: Donna Masda -Kam, Director of Accounting GCrk* Print Name/Title Signature • • Date Certified by: Frances A. Hallonquist, Executive Vice ..._ 7 �/' , ✓a._ 4 _ Print Print Name of Executive Director President & CEO Signature / Sep ,1 • f"`w 1 . • Combined Financial Statements Kapi`olani Health Years ended June 30, 1999 and 1998 A • • Kapi`olani Health Combined Financial Statements Years ended June 30, 1999 and 1998 Contents Report of Independent Auditors 1 Financial Statements Combined Balance Sheets 2 Combined Statements of Operations 4 Combined Statements of Changes in Net Assets 5 Combined Statements of Cash Flows 6 Notes to Combined Financial Statements 8 JERNST & YOUNG L. ■ 2400 Pauahi Tower • ■ Phone: 808 531 2037 1001 Bishop Street Honolulu, Hawaii 96813 -3429 • • Report of Independent Auditors • Board of Trustees • Kapi`olani Health We have audited the accompanying combined balance sheets of Kapi`olani Health as of June 30, 1999 and 1998, and the related combined statements of operations, changes in net assets and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Kapi`olani Health at June 30, 1999 and 1998, and the combined results of its operations and changes in net assets, and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Foil/wit if yoweriP October 7, 1999 except for Note 10, as to which the date is October 18, 1999 • Ernst &Young LLP is a member of Ernst &Young International, Ltd. 1 � f • • Kapi `olani Health Combined Balance Sheets June 30 1999 1998 Assets Current assets: Cash and cash equivalents $ 40,834,714 $ 15,489,629 Net patient accounts receivable, less allowance for doubtful accounts (1999- $14,603,000; 1998 - $11,888,000) 43,395,316 53,999,437 Other receivables 3,490,544 5,762,048 Inventories 1,659,892 1,662,519 Funds held by trustee under bond indenture agreement (Notes 2 and 5) 8,448,618 7,565,723 Prepaid expenses and other current assets 1,762,747 1,823,253 Total current assets 99,591,831 86,302,609 Assets whose use is limited or restricted: Designated by Board for expansion: Cash and cash equivalents 5,084,272 6,424,938 Accrued interest receivable 700,050 598,078 Investments (Note 2) 116,426,434 123,043,302 Rental property 497,430 497,430 122,708,186 130,563,748 Project funds held by trustee under bond indenture agreement (Notes 2 and 5) 105,959 10,736,642 Restricted by donor or grantor: Cash and cash equivalents 1,624,913 1,938,379 Grants and other receivables 1,366,585 826,411 Rental property 959,276 1,084,735 Investments (Note 2) 4,464,844 3,296,487 8,415,618 7,146,012 Total assets whose use is limited or restricted 131,229,763 148,446,402 Property and equipment, net (Notes 3, 5 and 7) 165,756,684 162,228,215 Other assets: Investment in joint venture partnerships (Note 8) 1,797,226 2,606,747 Deposits and other noncurrent assets 7,706,636 5,361,452 9,503,862 7,968,199 Total assets $406,082,140 $404,945,425 2 1 • June 30 1999 1998 Liabilities and net assets Current liabilities: Accounts payable $ 20,483,796 $ 20,394,752 Payroll and related liabilities 10,643,866 11,612,453 Accrued expenses 15,837,430 12,012,813 Medical claims payable 9,886,514 10,815,807 Due to governmental agencies 5,617,614 3,967,027 Agency funds held for others 405,863 38,457 Note payable to bank — 3,000,000 Current portion of long -term debt (Note 5) 3,620,794 2,652,740 Total current liabilities 66,495,877 64,494,049 Accrued benefit cost (Note 4) 2,841,316 2,631,847 Long -term debt, less current portion (Note 5) 158,454,287 162,056,574 Unearned income 1,604,885 1,535,107 Other long -term liabilities 4,780,671 2,633,062 Net assets: Unrestricted 160,488,483 161,489,768 Temporarily restricted: Specific purposes 6,909,321 6,064,446 Plant replacement and expansion 656,258 651,223 7,565,579 6,715,669 Permanently restricted 3,851,042 3,389,349 171,905,104 171,594,786 Total liabilities and net assets $406,082,140 $404,945,425 See accompanying notes. 3 I • • Kapi`olani Health Combined Statements of Cash Flows Year ended June 30 1999 1998 Operating activities Change in net assets $ 310,318 $ 11,625,703 Adjustments to reconcile the change in net assets to net cash provided by operating activities: Depreciation 16,403,011 14,583,586 Amortization of bond discount 76,929 113,368 (Income) loss on disposal of equipment (149,277) 1,894,701 Joint venture investment loss 278,860 440,309 Net unrealized gains on investments, other than trading securities (811,271) (3,558,285) Decrease in restricted rental property 125,459 131,834 Restricted investment income (461,693) (443,647) Changes in operating assets and liabilities: Decrease (increase) in patient accounts receivable 10,604,121 (15,601,203) Decrease (increase) in other receivables 2,271,504 (1,881,421) Increase in inventories and other assets (2,282,051) (3,309,038) Increase in funds held by trustee under bond indenture agreement (882,895) (805,484) Increase in accounts payable and accrued expenses 2,917,585 9,542,746 (Decrease) increase in medical claims payable (929,293) 9,036,897 Increase (decrease) in net amounts due to third - party payors 1,650,587 (241,921) Increase (decrease) in liability for estimated malpractice costs 27,489 (77,047) Increase (decrease) in agency funds held for others 367,406 (31,010) Increase in other long -term liabilities 2,217,387 2,633,062 Net cash provided by operating activities 31,734,176 24,053,150 6 1 • Kapi`olani Health Notes to Combined Financial Statements June 30, 1999 1. Organization and Summary of Accounting Policies Kapi`olani Health ( "KH ") controls Kapi`olani Medical Center for Women and Children ( "KMCWC "), Kapi`olani Medical Center at Pali Momi ( "KMCPM "), Kapi`olani Hea]thHawai'i ( "KHH "), Kapi`olani Health Foundation and other heath care related entities located in Hawaii. KH has also organized other corporations and health care related entities to accomplish its objectives. It controls all subsidiaries through stock ownership (taxable corporations) and affiliates through board membership and management (nontaxable corporations). All interorganizational transactions and balances have been eliminated in combination. KH is a not - for - profit support organization as described in sections 501(c)(3) and 509(a)(3) of the Internal Revenue Code ( "IRC "). KH and all other significant combined affiliates are not - for - profit corporations exempt from federal and state taxes on related income pursuant to IRC Section 501(a) and the related Hawaii Revised Statutes, respectively. The accounting principles followed by KH, its subsidiaries and affiliates, and the methods of applying those principles comply with generally accepted accounting principles and general practice within the health care industry. The significant policies are summarized below. Inventories Inventories are valued at the lower of cost (first -in, first -out method) or market. Property and Equipment Property and equipment acquisitions are recorded at cost. Depreciation is computed using the straight -line method over the estimated useful lives of the assets, ranging from 5 to 40 years for buildings and improvements and 3 to 20 years for equipment. Equipment under capital lease obligations is amortized on the straight -line method over the shorter period of the lease term or the estimated useful life of the equipment. Such amortization is included in depreciation and amortization in the financial statements. Interest cost incurred on borrowed funds during the period of construction of capital assets is capitalized as a component of the cost of acquiring those assets. 8 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 1. Organization and Summary of Accounting Policies (continued) Property and Equipment (continued) Gifts of long -lived assets such as land, buildings, or equipment are reported as unrestricted support, and are excluded from the excess of revenues over expenses, unless explicit donor stipulations specify how the donated assets must be used. Gifts of' long - lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long -lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long -lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long -lived assets are placed in service. Investments Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair value in the balance sheet. Investment income or loss (including realized gains and losses on investments, interest and dividends) is included in the excess of revenues over expenses and reported as other revenues unless the income or loss is restricted by donor or law. Unrealized gains and losses on investments are excluded from the excess of revenues over expenses unless the investments are trading securities. Income on investments of donor - restricted funds and endowment funds is recorded as an increase in unrestricted net assets, unless restricted by the donor. Realized gains and losses are computed using the specific identification method. KH utilizes several investment managers to diversify the investment portfolios. Investments in joint venture partnerships which are 50% or less owned are reported on the equity method of accounting which approximates KH's equity in their underlying net book values. Board- Designated Assets Board - designated assets consist of assets held by trustees under indenture agreements and unrestricted donations and accumulated income which have been designated by the Board of Trustees for expansion. The Board can redesignate these assets at its discretion. 9 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 1. Organization and Summary of Accounting Policies (continued) Pledges Pledges (unconditional promises to give), Less an allowance for uncollectible amounts, are recorded as receivables in the year made. Restricted pledges are reported as additions to the appropriate temporarily or permanently restricted net asset balance. Temporarily and Permanently Restricted Net Assets Restricted net assets consist of donations and other funds where restrictions have been imposed as to their use by the donor for specific operating purposes. Temporarily restricted net assets consist of those net assets whose use by ICH has been limited by donors to a specific purpose or time period. Permanently restricted net assets consist of the principal amount of net assets whose use by donors has been restricted in perpetuity. Deferred Financing Costs Costs of issuing long -term debt have been capitalized and are being amortized over the terms of the obligations using an interest method. The amortization is included in depreciation and amortization expense. Statement of Cash Flows Highly liquid investments with a maturity of three months or less when purchased are considered cash equivalents. Net Patient Service Revenue and Accounts Receivable Net patient service revenue is reported at the estimated net realizable amounts from patients, third -party payors, and others for services rendered. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. Significant concentrations of gross patient accounts receivable include the Hawaii Medical Service Association - 17 %, State of Hawaii's QUEST program - 17 %, Medicaid - 25 %, and Medicare - 13% as of June 30, 1999. 10 1 I • • Kapi`olani Health Notes to Combined Financial Statements (continued) 1. Organization and Summary of Accounting Policies (continued) Charity Care KH will treat patients regardless of their ability to pay. An established charity care policy sets guidelines to determine which patients qualify for care given at no charge. Since KH does not pursue collection from qualified charity care patients, they are not reported as revenue. Recorded charity care provided in both 1999 and 1998 comprised less than 1% of total revenue. Revenues KH's purpose is to provide diversified health care services primarily in the State of Hawaii and secondarily in the Pacific Basin. Hence, operating revenues include those generated from direct patient care, rentals from medical office buildings, grants, fundraising activities, investing activities, and other revenues, all of which are either directly related to or used in support of the operation of KH's facilities. Conversely, unrestricted donations and disposal of equipment are reported as nonoperating gains and losses. HMO Premium Revenue Premiums are billed in advance of the respective coverage period and are recorded as revenue in the month services are provided. Group contracts are generally twelve months in duration, subject to cancellation, and are subject to rating, benefit and other changes negotiated on an annual basis. HMO Medical Claims Expense KHH contracts with various health care providers for the provision of certain medical care services to its members. The cost of health care services provided or contracted for is accrued in the period in which it is provided to a member based in part on estimates, including an accrual for medical services provided but not reported to the HMO. Reinsurance premiums are included in health care costs, and reinsurance recoveries are reported as a reduction of related health care costs. 12 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 1. Organization and Summary of Accounting Policies (continued) Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, receivables, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. Fair values for long -term debt are estimated using quoted market prices of similar types of borrowings. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Pension Disclosures In February 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132, "Employers' Disclosure about Pensions and Other Postretirement Benefits" (SFAS 132). SFAS 132 revises the disclosure requirements of Statements of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions ", No. 88, "Accounting for Settlements and Curtailments of Defined Benefit Pensions Plans and for Termination Benefits" and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS 132 does not change the recognition or measurement of pension or postretirement benefit plans, but standardizes disclosure requirements for pensions and other postretirement benefits. 1(1I adopted the provisions of SFAS 132 effective July 1, 1998. Reclassifications Certain 1998 balances have been reclassified to conform with 1999 presentation. 13 4 Kapi`olani Health Notes to Combined Financial Statements (continued) 1. Organization and Summary of Accounting Policies (continued) Functional Classification of Expenses The functional classification of expenses by major classes of program services and supporting activities are summarized as follows: 1999 1998 Acute hospital care $ 147,124,083 $ 144,722,390 Managed care 55,371,761 29,835,324 Other health care related activities — 2,374,327 Management and general 83,890,202 82,862,577 $ 286,386,046 $ 259,794,618 2. Investments Investments stated at fair value as of June 30 are as follows: 1999 1998 Designated by Board for expansion: Equity securities $ 67,845,913 $ 82,859,192 U.S. Treasury and agency obligations 10,676,259 17,336,123 Corporate debt securities - 37,904,262 22,847,987 116,426,434 123,043,302 14 . • Kapi`olani Health Notes to Combined Financial Statements (continued) 2. Investments (continued) 1999 1998 Project funds held by trustee under bond indenture agreement: Cash and short -term investments $ 599,130 $ 30,607 U.S. Treasury and agency obligations 7,955,447 18,271,758 8,554,577 18,302,365 Restricted by donor or grantor: Cash 676 1,019 Equity securities 2,808,724 1,764,163 Real estate 53,178 53,178 U.S. Treasury and agency obligations 1,181,779 1,258,053 Corporate debt securities 420,487 220,074 4,464,844 3,296,487 Less current portion of project funds held by trustee under bond indenture agreement 8,448,618 7,565,723 $ 120,997,237 $ 137,076,431 Investment income and gains for assets limited as to use, cash equivalents, and other investments are comprised of the following for the years ended June 30, 1999 and 1998: 1999 1998 Income: Interest income $ 6,215,919 $ 6,774,307 Realized gains on sales of securities 6,812,579 7,227,649 $ 13,028,498 $ 14,001,956 Other changes in unrestricted net assets: Unrealized gains on other than trading securities $ 811,271 $ 3,558,285 15 . • Kapi`olani Health Notes to Combined Financial Statements (continued) 3. Property and Equipment Property and equipment is summarized as follows: 1999 1998 Land $ 15,900,255 $ 15,900,255 Land improvements 1,183,852 1,166,424 Buildings and improvements 164,577,657 154,070,505 Fixed equipment 10,272,632 9,927,156 Major movable equipment 91,329,311 82,480,478 Minor equipment 1,954,860 1,825,434 Capitalized leases 2,988,956 2,988,956 Construction in progress 4,877,616 5,386,087 293,085,139 273,745,295 Less accumulated depreciation and amortization (127,328,455) (111,517,080) Property and equipment, net $ 165,756,684 $ 162,228,215 4. Pension Plans June 30 1999 1998 Benefit obligation $ 40,800,000 $ 36,438,000 Fair value of plan assets (primarily marketable equity securities) 41,971,000 39,468,000 Funded status $ 1,171,000 $ 3,030,000 Accrued benefit cost recognized in the Combined Balanced Sheets $ 2,841,316 $ 2,631,847 Weighted Average Assumptions: Discount rate 7.50% 7.50% Expected return on plan assets 8.00% 8.00% Rate of compensation increase 5.00% 5.00% Benefit cost $ 1,988,000 $ 2,207,000 Employer contributions $ 1,778,000 $ 2,665,000 Benefits paid $ 1,315,000 $ 2,259,000 16 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 5. Long-Tenn Debt and Note Payable to Bank 1999 1998 Series 1996 Special Pcrpre Revenue Bonds (face value of $55,000,000 less unamortized discount of $394,731 based on effective interest rates ranging from approximately 4.75% to 5.60 %), interest payable semi- annually at rates ranging from 4.95% to 6.25 %, principal payments in varying annual amounts ranging from $805,000 to $2,475,000 due July 1999 through 2019; $11,780,000 due July 2020, $12,520,000 due July 2021 $ 54,605,269 $ 54,587,120 Series 1993 Special Purpose Revenue Bonds (face value of $103,695,000 less unamortized discount of $1,863,736 based on effective interest rates ranging from approximately 4.00% to 7.00 %), interest payable semi - annually at rates ranging from 5.20% to 6.40 %, principal payments in varying annual amounts ranging from $1,770,000 to $3,300,000 due July 1999 through 2003; $19,780,000 due July 2008; $26,890,000 due July 2013; and $45,015,000 due July 2019 101,831,264 103,421,045 Series 1991 Special Purpose Revenue Bonds, interest payable semi - annually at rates ranging from 6.80% to 7.00 %, principal payments in varying annual amounts ranging from $860,000 to $990,000 due July 1999 through 2001 2,775,000 3,585,000 Carry forward 159,211,533 161,593,165 17 1 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 5. Long -Term Debt and Note Payable to Bank (continued) 1999 1998 Carry forward $ 159,211,533 $ 161,593,165 Note payable with interest at 12 %; principal and interest payable in monthly installments ranging from $34,367 to $55,612 through July 2003 and the balance due on August 1, 2003 with the option to extend the maturity date to August 1, 2006; collateralized by all leasehold improvements, furniture, fixtures and equipment of KB's corporate offices with a carrying value of approximately $4,294,000 1,990,130 2,188,982 Other 873,418 927,167 162,075,081 164,709,314 Less current portion (3,620,794) (2,652,740) $ 158,454,287 $ 162,056,574 The 1996, 1993, and 1991 Series Special Purpose Revenue Bonds are secured by a security interest in the gross receipts and pledged assets of the Obligated Group (KH - parent company only, KMCWC, and KMCPM) as defined in the Master Indenture. The 1993 Bonds are subject to redemption on or after July 1, 2003, at redemption prices ranging from 100% to 102% of the principal amount of the bonds being redeemed. Series 1993 term bonds have mandatory sinking fund requirements effective July 1, 2004, payable in annual amounts ranging from $3,490,000 to $8,635,000. In January 1993, the Obligated Group made an advance refunding of $65,665,000 of the Series 1991 Special Purpose Revenue Bonds, by issuing Series 1993 Special Purpose Revenue Bonds and purchasing Government Obligations deposited with an escrow agent under an Escrow Agreement. The principal and interest on such Government Obligations provides sufficient funds to pay the principal and interest on the Series 1991 refunded Bonds. The outstanding principal balance on the refunded Bonds which were not included in the accompanying financial statements amounted to $65,665,000 as of both June 30, 1999 and 1998. 18 • Kapi`olani Health Notes to Combined Financial Statements (continued) 5. Long -Term Debt and Note Payable to Bank (continued) Approximately $15,800,000 of the Series 1993 bonds (net of discount and issuance costs) were issued to finance renovation of and construction at KMCWC and purchase additional equipment (the "1993 KMCWC Project ") as described in the Indenture. KMCWC completed this project in August 1995. In April 1996, the Series 1996 Special Purpose Revenue Bonds of $55,000,000 were issued to assist the Obligated Group in financing or refinancing, or both, new construction and renovation and equipment purchases (the "1996 Kapi`olani Project ") as described in the Indenture and Loan Agreement. KH completed this project in April 1999. As of June 30, 1999 the Obligated Group had an outstanding irrevocable standby letter of • credit in the principal amount of $1,059,300, expiring July 1, 2001, to fund its Bond Reserve Fund. An annual commitment fee is payable ranging from $8,000 to $18,600 based upon the Obligated Group's long -term debt service coverage ratio. In addition, $8,448,618, included in current assets, is held by the Bond Trustee to fund current principal maturities and accrued interest payable. Long -term debt maturities for the years succeeding June 30, 1999 are: 2000 $ 3,620,794 2001 3,824,735 2002 3,925,336 2003 4,273,399 2004 4,536,548 Thereafter 141,894,269 $162,075,081 Interest paid during the years ended June 30, 1999 and 1998 was approximately $10,232,738 and $12,877,902, respectively. The fair value of long -term debt as of June 30, 1999 and 1998 was approximately $171,775,070 and $181,891,332, respectively. 19 • Kapi`olani Health Notes to Combined Financial Statements (continued) 5. Long -Term Debt and Note Payable to Bank (continued) KH also has available a $10,000,000 unsecured revolving line of credit, expiring April 17, 2000. The interest rate on the line is a floating rate based on the bank's base rate. KH also has available a $1,000,000 irrevocable standby letter of credit to support the obligations of KHH as a State of Hawaii QUEST provider. The letter of credit is automatically renewable annually at the discretion of the bank. 6. Leases Leases on various types of office and storage space, office equipment and furniture are classified as operating leases. Future minimum lease payments under noncancelable operating leases are as follows: Year ending June 30 2000 $ 1,806,332 2001 1,389,621 2002 1,399,966 2003 1,501,779 2004 948,165 • Thereafter 2,025,507 Total minimum lease payments $ 9,071,370 Rental expense paid during the years ended June 30, 1999 and 1998 was approximately $1,728,000 and $1,939,000, respectively. 7. Commitments and Contingencies Unemployment Claims KH is self - insured for substantially all of its unemployment claims. Claims for unemployment are insignificant and expensed when incurred. 20 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 7. Commitments and Contingencies (continued) Workers' Compensation Claims KH is self - insured for workers' compensation claims (effective March 1994, KMCPM began self - insuring its workers compensation claims under KH's program).. In lieu of a bond, the System has an outstanding letter of credit in favor of the State of Hawaii in the principal amount of $1,000,000, as required by self - insurance regulations of the State. The letter of credit is automatically renewable annually, but not beyond February 1, 2000. Claims administration is performed by a claims adjusting company. The claims adjusting company provides KH with estimated claims payments which KH accrues as its workers' compensation expense. In the opinion of management, adequate accruals have been provided for known and incurred but not reported workers' compensation claims. Medical Malpractice Insurance KH is insured for medical malpractice claims. Generally, medical malpractice insurance policies have included a shared deductible provision, which is currently 50% of the indemnity loss, up to a $25,000 maximum deductible per claim. Primary coverage is $1,000,000 (occurrence basis) with excess coverage of $19,000,000 for KMCWC and $9,000,000 for KMCPM (claims -made basis, with a seven year prepaid discovery period). Medical malpractice expense, including estimated accruals for amounts below the deductible provisions, totaled $2,263,000 and $2,056,000 for the years ended June 30, 1999 and 1998, respectively. Debt Service Forward Delivery Agreement KB has executed a debt service forward delivery agreement with a financial institution related to the semi - annual payments on the Series 1993 Special Purpose Revenue Bonds in which it received a payment of $1,727,000 in exchange for the potential interest earnings on the semi - annual payments placed in escrow prior to payment to the bond holders. If KB terminates the agreement, it will be obligated to reimburse the financial institution for its economic losses incurred as the result of the termination. Such losses will be determined at the date of termination. The financial institution has the right to terminate the agreement commencing in 2004. If it elects to do so, KH would be obligated to reimburse it up to a maximum of $2,650,000. Management has no present intention to terminate the agreement. 21 1 1 • • Kapi`olani Health Notes to Combined Financial Statements (continued) 7. Commitments and Contingencies (continued) Health Systems Affiliation Agreement In March 1996, KH, Wilcox Ica System ( "Wilcox ") and The Queen's Health Systems ( "QHS ") entered into a Health Systems Affiliation Agreement ( "Agreement ") where KH and QHS agreed to make grants of $5,750,000 to Wilcox ($3,500,000 from KH and $2,250,000 from QHS) over the next four years provided that Wilcox satisfy certain financial and operational conditions. In November 1997, the agreement was amended where KH and QHS agreed to make additional grants of $1,000,000 to Wilcox ($500,000 from KH and $500,000 from QHS) in equal installments over the next four years beginning January 10, 1998 provided that Wilcox continues to satisfy the certain financial and operational conditions. The agreement was further amended in February 1999 to provide for a change in the timing of cash payments, but not the total amount to Wilcox. Under the amendments, KH will pay $63,079 per month through February 2002, provided that Wilcox satisfies certain financial and operational conditions. As of June 30, 1999, KH recorded an accrual of $949,000 for its obligation under the Agreement. Additionally, KH and QHS purchased the land under the Kauai Medical Group facilities from Wilcox for $1,085,000, which is included in the grant payments and split equally between KB and QHS. KH and QHS were each allowed to appoint one member to Wilcox's Board of Directors and one member to the Wilcox physician group's board of directors. Other During 1998, management became aware that certain billing errors had occurred in the Kapiolani Home Health Services and Kapiolani Extended Care subsidiaries. Settlement of approximately $4 million was made in August 1999 and has been accrued as a charge in the accompanying statement of operations. An affiliate of KH filed an initial application for tax exemption which was denied. As of June 30, 1999, the denial was on appeal. In July 1999, the tax exemption was granted by the Internal Revenue Service subject to agreed upon changes which include the closure of Partner's Health Hawaii in which one of Kap`iolani Health's affiliates is a partner. 22 Kapi`olani Health Notes to Combined Financial Statements (continued) 8. Related Party Transactions A joint venture investment of KH provides laundry services to KH. Charges for services totaled $964,000 and $944,000 in 1999 and 1998, respectively. Premiums paid to Pacific Health Care, a 20% owned affiliate totaled $349,000 in 1998. No premiums were paid to Pacific Health Care in 1999. KH paid approximately $6,634,000 and $6,422,000 for laboratory services provided by a joint venture in 1999 and 1998, respectively. Payments made to Partners Health Hawaii for management fees totaled $709,000 and $829,000 in 1999 and 1998, respectively. Notes receivable from an affiliate totaled $375,000 as of June 30, 1999 and 1998. 9. Restructuring Charges In view of current operating trends and future projections, KH has decided to focus on its primary lines of business, operating hospitals and operating a health plan. Accordingly, management decided to dispose of or discontinue certain operations which it deemed outside of the focus of operating KMCWC, KMCPM and KITH. Management implemented a plan to exit the Home Health/Extended Care businesses, the physicians' practice management business and the development of a new physician's office and clinic site in Leeward Oahu. This plan was approved by management and the Board of Directors in the fourth quarter of the year ended June 30, 1998. In addition, a program to increase operating efficiency and reduce expenses was approved in the fourth quarter of the year ended June 30, 1998. Costs for termination benefits, lease obligations and fixed assets related to the restructuring amounted to approximately $3,000,000 in 1998. 23 Kapi`olani Health Notes to Combined Financial Statements (continued) 10. Subsequent Event - Reorganization of Health Insurance Business In October 1999, KH and KHH entered into a Reorganization Agreement with Hawaii Medical Services Association, ( "HMSA "). Under the Agreement, effective November 1, 1999 substantially till of IUIH's commercial health insurance contracts - kill Lc. assigned to HMSA. The assigned contracts expire at various dates through January 2001, the majority expiring in mid -2000. KH and KHH remain contingently liable for aggregate losses on the assigned contracts. No consideration will be exchanged in connection with the assignment. KHH will retain its Medicaid (QUEST) business, which will be operated under a third party administration agreement with HMSA. The QUEST contract between KHH and the State of Hawaii expires June 30, 2002. KHH will continue to operate the State Health Fund contract, which expires in June 2001. Management's assessment of the costs of the reorganization through January 2001 is approximately $2.4 million, which will be accrued as a charge in the fiscal year ending June 30, 2000. 11. Impact of Year 2000 (Unaudited) General Description of the Year 2000 Issue and the Nature and Effects of the Year 2000 on Information Technology (IT) and Non -IT Systems The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. In any of KH's computer programs, date - sensitive software or embedded chips may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, bill for services, provide patient care, or engage in similar normal activities. KH determined that it will be required to modify or replace significant portions of its software and certain hardware so that those systems will properly utilize dates beyond December 31, 1999. KH presently believes that with modifications or replacements of existing software and certain hardware, the Year 2000 Issue has been mitigated. 24 • Kapi`olani Health Notes to Combined Financial Statements (continued) 11. Impact of Year 2000 (Unaudited) (continued) General Description of the Year 2000 Issue and the Nature and Effects of the Year 2000 on Information Technology (IT) and Non -IT Systems (continued) KH's plan to resolve the Year 2000 Issue involves the following four phases: assessment, remediation, testing, and implementation. To date, KH has fully completed its assessment of all systems that could be significantly affected by the Year 2000. The completed assessment indicated that most of KH's significant information technology systems could be affected, including the general ledger, patient accounting, clinical, medical records, and internal communication systems. That assessment also indicated that software and hardware (embedded chips) used in medical equipment also are at risk. In addition, KH has gathered information about the Year 2000 compliance status of its significant suppliers and subcontractors and continues to monitor their compliance. Status of Progress in Becoming Year 2000 Compliant Overall, KH is approximately 92% complete with all activities to remediate, test and implement compliant versions of its IT dependent systems, including the preparation and testing of contingency plans. Nature and Level of Importance of Third Parties and their Exposure to the Year 2000 KI1 is 100% complete with the identification of non -IT dependent business partners. KH has identified approximately 60 mission critical business partners whose Year 2000 compliance or non - compliance could materially impact KH's ability to operate. These range from patient care affecting clinical partners to public utilities, insurance payers, financial institutions, and providers of governmental services. KH is monitoring the efforts of these partners to achieve Year 2000 compliance which in nearly all cases, appear to be substantial. In cases where certain partners do not appear to be making substantial progress, KH has developed contingency plans so that the other party's failure to comply will not disrupt KH's operations. The process of completing and testing the contingency plans will continue through the remainder of 1999. 25 ' • • Kapi`olani Health Notes to Combined Financial Statements (continued) 11. Impact of Year 2000 (Unaudited) (continued) Costs of the Year 2000 Effort KIH ,s LLil :ig Uuih internal and external resources to reproci a.s :it _ test, and implement the software and operating equipment for Year 2000 modifications and to work with mission critical business partners to assess and if necessary mitigate their compliance. The total cost of the Year 2000 project is estimated at $6,500,000 and is being funded through operating cash flows. To date, KH has incurred approximately $5,250,000 ($4,900,000 expensed and $350,000 capitalized for new systems and equipment), related to all phases of the Year 2000 project. Of the total remaining project costs, - virtually all will be expensed, approximately half the remaining amount being budgeted for retention incentive to be earned in the fiscal year ending June 30, 2000. 26 t • • April 11, 2000 Item being returned: Form 990, marked Confidential Returned to; Ms. Adrianna Ramelli 55 Merchant St 22nd Floor Honolulu, HI 96813 (808) 535-7600 via US Post (first class mail) From: County Clerk's Office County of Hawaii 25 Aupuni St Hilo, HI 96720 (808) 961-8255 (ask for Joycelyn Haswell should you have any questions) 4 ! Adorns any reo:) c.= : -> :35:.:cs :.•.Y+'es i 90352 - - e. CC 7- -N• Lis ! : EO:i8 32 • "J' ilLr•S%2 internal Revenue Service On• . In na± fur to: J . Jones FEB 1 7 1978 , 1 -178, Code EZIEOG -2:8;: Determination Section (213) 688 -4553 fzapiolani- Children's Medina' Center 1319 Funahou Street • Ronolulu, Hawaii. 96826 Purpose: Cnaritable Accounting Period Ending: June 30 Based on information supplied. and assuming your operations will • be as stated in your application -for recognition of exemption. we have determined you are exempt from Federal income tax under section 501(t)(3) of the Internal Revenue Code. We have further determined you are not a private foundation within the meaning of section 509(a) of the Code. because you are an organization described in,section 170(b)(1)(A)(iii) and 509(a)(1). You are not liable Tor social security (FICA) taxes unless you file a waiver of exemption certificate as provided in the Federal Insurance Contributions Act. You are not liable for the taxes imposed . under the Federal Unemployment Tax Act (FUTA). Since you are not a private foundation, you are not subject to • the excise taxes under Chapter 42 of the Code. However. you are not automatically exempt from other Federal excise taxes. If you have any questions about excise, employment. or other Federal taxes. please ; t ':a:: know. . Donors may deduct contributions to you as provided in section • 170 of the Code. Bequests. legacies, devises. transfers. or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055. 2106. and 2522 of the Code. If your purposes. character. or method of operation is changed. please let us know so we can consider the effect of the change on our exempt status. Also. you should inform us of all changes in your name or address. tOverl Form 1 -178 (Rev. E-73) ( ► 4 fl °o if your s receipts each year F.re no by more that mt are requir to f=ie Fc = 99:. Return of "aiization Exempt 1 _ c Indorse Tax. by the 15::: day of the fifth month after the end of your annual accounting period. The law imposes a penalty of 510 a day, up to a maximum of 55.000, for failure to file a return on time. You are not required to file Federal income tax returns unless you are subject tc the tax on unrelated business income under section 5_1 of the Code. If you are subject to•this tax. you must file an income :ax return on Fore: 990 —T. In this letter we are not determining whether any of your present or proposed activities are unrelated trade or business as defined in section 513 of the Code. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your a ;pllcatiof. ' a number will be assigned to you and you will be advised of it. Please use that number on all returns you file and in . all correspondence with the Internal Revenue Service. Please keep this determination letter in your permanent records. Sincerely yours. District Director ee: William A. McDonald el • • • • Form L -i78 (Rev. E -fl l r • CERTIFICATE OF INSURANCE Issued By: Truck Insurance Exchange, Los Angeles, CA Named Kapiolani Medical Center for Women and Children Insured Address 1319 Punahou Street Honolulu, Hawaii 96826 1170 -1066 Policy Number This certificate or verification of Insurance is not an insurance policy and does not amend, extend, or alter the coverage afforded by the policy referred to above. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policy is subject to all the terms, exclusions, and conditions of such policy. Insured has a Single Limit as indicated below. SINGLE LIMIT $5 million Each Occurrence * Comprehensive Healthcare Professional Liability, General Liability, Bodily Injury & Property Damage Liability Claims Made ❑ •Modified Occurrence ID *Occurrence 0 DESCRIPTION OF OPERATIONSNEHICLES /SPECIAL ITEMS /REMARKS: Evidence of Healthcare General and Professional Liability coverage relating to Sex Abuse Treatment Center. Notice of cancellation of the coverage automatically terminates coverage. After cancellation this certificate becomes void and without effect. A breakdown of the limits will be provided upon demand. Effective October 1, 1999 Continuous until canceled . —. Date Place Los Angeles, CA Other County of Hawaii, Department of Finance Interest 45 Aupuni Street, Room 118 Hilo, Hawaii 96720 January 20, 2000 SA" 1,7 4a DATE TYPED Authorized Representative FARMERS INSURANCE GROUP OF COMPANIES Attach to •olicy with the same policy number shown s endorsement ENDORSEMENT End. #I55 90- 03 -002 -H1 Effective Date July 1, 2000 1170-1066 Policy Number of the Company designated in the Declarations KAPIOLANI MEDICAL CENTER FOR WOMEN AND CHILDREN ADDITIONAL INSURED ENDORSEMENT In consideration of the premium, it is agreed that such insurance as is afforded by policy #1170 -1066 is hereby extended to apply to: County of Hawaii, Department of Finance 45 Aupuni Street, Room 118 Hilo, Hawaii 96720 as an Additional Insured, but only for legal liability arising out of the acts or omissions of the Named Insured, as respects to Sex Abuse Treatment Center. This endorsement does not extend coverage to the acts or omissions of County of 1- lawaii, Department of Finance. • • Effective not prior to time applied for on the effective date shown above this endorsement, when countersigned, becomes part of the above numbered policy issued by the Company designated in the Declarations. and supersedes and controls anything in the policy contrary hereto but is otherwise subject to the Declarations. • Insuring Agreements, Exclusions and Conditions thereof. FAR eitiA j �� GROUP �,�A Countersigned AUTHORIZED SIGNATURE 1/20/00 wy • 56 -0002 (ACT -ET -2) 11-ft7 12001 C /1200 PRINTED IN U.S.A. D -92 150 scene n wrs minomm • • KAPTOLANI MEDICAL CENTER FOR WOMEN AND CHILDREN Certification of Assistant Secretary I, Betty Kaneshiro, Assistant Secretary of KAPI'OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN, a nonprofit corporation duly organized and existing under and by virtue of the laws of the State of Hawaii, do hereby certify that the Charter of Incorporation attached hereto is a full, true and correct copy of the Charter of Incorporation of this Corporation as amended through July 7, 1995, and that since that date said Charter of Incorporation has not been modified, amended or rescinded and continues in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said KAPI'OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN this 20 day of January, 2000. Betty eshiro Assistant Secretary ' t • • KAPFOLANI t t MEDICAL CENTER $ for Women & Children i`i,� CHARTER OF INCORPORATION ARTICLE I Corporate Name The name of the Corporation is KAPI`OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN. ARTICLE II Location of the Corporation The location of the Corporation and the address of its initial office is 1319 Punahou Street, Honolulu, Hawaii 96826. ARTICLE III Corporate Purposes Section 3.1 Purposes. The corporation is organized exclusively to operate and maintain a hospital and medical center primarily to provide comprehensive health care services and resources to women and children and to operate exclusively for charitable, educational and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as tax- exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or any future corresponding provisions). Section 3.2 Restrictions. No part of the assets or earnings of the Corporation shall inure to the benefit of any individual. The Corporation shall not participate in or intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this Charter, the Corporation shall not carry on any activities not permitted to be carried on: • As Adopted May 18, 1976 and amended through July 7, 1995. • • (i) By a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provi- sion of any future United States Internal Revenue Law); or (ii) By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE IV Corporate Powers The Corporation shall have and possess all the powers permitted to nonprofit corpora- tions under the laws of the State of Hawaii. ARTICLE V Corporate Life The duration of the Corporation shall be perpetual. ARTICLE VI Trustees and Officers Section 6.1 Board of Trustees. There shall be a Board of Trustees elected as provided in the Bylaws who shall number 20 at the formation of the Corporation and within three years thereafter shall be reduced to a number not less than eleven nor more than seven- teen persons. The Board of Trustees shall have and may exercise all the powers of the Corpo- ration except as otherwise provided by law, this Charter or the Bylaws. Section 6.2 Officers. The officers of the Corporation shall be a chairman of the board, a president, a secretary and a treasurer. The Corporation may have such additional officers as determined in accordance with the Bylaws. The officers shall have the powers, perform the duties and be appointed in the manner set forth in the Bylaws. Any person may hold two or more offices of the Corporation unless such practice is prohibited by the Bylaws. ARTICLE VII Liability and Indemnification of Officers, Directors. Employees and Agents Section 7.1 No Liability to Corporation. No trustee, officer, employee or other agent of the Corporation and no person serving at the request of the Corporation as a trustee, officer, employee or other agent of another corporation, partnership, joint venture, trust or KMCWC Chaney of Incorporation Page 2 • • other enterprise and no heir, or personal representative of any such person shall be liable to the Corporation for any loss or damage suffered by it on account of an action or omission by such person as a trustee, officer, employee or other agent if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this Corporation, unless with respect to an action or suit by or in the right of the Corporation to procure a judgment in its favor such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to this Corporation. Section 7.2 indemnity. (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a trustee, officer, employee or other agent of the Corporation or is or was serving at the request of the Corporation as a trustee, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of this Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful. (2) The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a trustee, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of this Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to this Corporation unless and KMCWC Charter of Inoorponaon Page 3 • . only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (3) To the extent that a trustee, officer, employee or other agent of the Corporation or of any division of the Corporation, or a person serving at the request of the Corporation as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other entity, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2) of this section, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith. (4) Any indemnification under paragraphs (1) and (2) of this section (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case upon a determination that indemnification of the trustee, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (1) and (2). Such determination may be made: (i) by the Board of Trustees by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings; (ii) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion to the Corporation; (iii) if a quorum of disinterested trustees so directs, by a majority vote of the members; or (iv) by the court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation. (5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in a particular case upon receipt of an undertaking by or on behalf of the trustee, officer, employee or agent to repay such amount unless it shall ultimately be KMCWC Charter of Incorporation Page 4 • • • determined that he/she is entitled to be indemnified by the Corporation as authorized in this article. (6) The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a trustee, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of any such person. (7) The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or other agent of the Corporation or is or was serving at the request of the Corporation as a trustee, officer, employee or other agent of another corporation, partnership, joint venture, host or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this Article. ARTICLE VIII Membership The sole voting member of the Corporation shall be Kapiblani Health [formerly known as Kapiolani Health Care System], a Hawaii nonprofit corporation. The sole voting member of the Corporation shall have such rights and powers as are provided in the Charter of Incorporation, the Bylaws and the laws of the State of Hawaii including, without limitation of the generality of the foregoing, the exclusive power: (a) to elect the trustees of the Corporation and to remove any of the trustees of the Corporation from office; and (b) to vote on all matters where the vote of members with voting rights is required under the Charter of Incorporation, the Bylaws, or the laws of the State of Hawaii. The Corporation may provide in the Bylaws for one or more classes of supporting, life, honorary, or other non - voting members, who shall have the rights set forth in the Bylaws but who shall not be entitled to vote or to have any voice in the management of corporate affairs. KMCWC Charter of Incorporation Page 5 t • • ARTICLE IX plvisions The Corporation may provide in the Bylaws for special articles of governance for one or more divisions, such as the Auxiliary and the Medical Staff; and the Bylaws may authorize such divisions to adopt their own. bylaws, rules and regulations, subject to approval of the Board of Trustees. ARTICLE X Non_Profit The Corporation is not organized for profit and it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its trustees or officers, except for services actually rendered to the Corporation, except that the Corporation shall be empowered to make payments and distributions in furtherance of the exempt purposes for which it was formed. ARTICLE XI Corporate Liability The property of the Corporation shall alone be liable in law for the payment of the debts and liabilities of the Corporation. ARTICLE XU Corporate Dissolution If the Corporation shall cease to exist or shall be dissolved, all property and assets of the Corporation of every kind, after payment of its just debts, shall be distributed to Kapi`olani Health [formerly known as Kapiolani Health Care System], Kapi`olani Health Foundation [formerly known as Kapiolani Medical Center Foundation for Women and Children] or either of them, or to any other health care organization which is then affiliated with either of them, provided the recipient is then a tax- exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), but if Kapi`olani Health [formerly known as Kapiolani Health Care System] or Kapi`olani Health Foundation [formerly known as Kapiolani Medical Center Foundation for Women and Children] at that time is no longer such a tax- exempt organization, then the remaining assets shall be distributed, for the specific purposes of prenatal and postnatal health care for women and children, only to one or more public agencies, organizations, corporations, trusts or foundations organized and operated exclusively for charitable, scientific, educational or literary purposes, no part of whose assets, income or earnings may be used for dividends or otherwise withdrawn or distributed to or inure to the benefit of any private shareholder or individual and the activities of which do not KMCWC Charter of Incorporation Page 6 include participation or intervention (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office. In no event shall any distribution be made to any organization unless it qualifies as a tax- exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) with purposes similar or related to those of the Corporation. To the extent economically and socially feasible, any such distributions shall be allocated equally between medical care for women and medical care for children; and to the extent that any restricted funds are distributed for one of such purposes, an equivalent amount of unrestricted funds shall be distributed for the other purposes, so that the total distribution shall be approximately equivalent. ARTICLE XIII Bylaws The power to adopt, alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Trustees subject to repeal or change by the action of the members. ARTICLE XIV Charter of Incorporation This Charter shall be subject to amendment from time to time in the manner set forth by law, and the Corporation shall be subject to all general laws now in force or hereafter enacted with regard to corporations of this nature. NNN KMCWC Garter of Incorporator Page 7 • KAPI'OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN Certification of Assistant Secretary I, Betty Kaneshiro, Assistant Secretary of KAPI' OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN, a nonprofit corporation duly organized and existing under and by virtue of the laws of the State of Hawaii, do hereby certify that the Bylaws attached hereto are a full, true and correct copy of the Bylaws as amended through October 15, 1997, and that since that date said Bylaws have not been modified, amended or rescinded and continue in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said KAPI' OLANI MEDICAL CENTER FOR WOMEN AND CHILDREN this 20'" day of January, 2000. Betty Keshiro Assistant Secretary • • KAPI at 4* \ • MEDICAL CENTER ' 1 yak for Women & Children BYLAWS ARTICLE I Activities The activities of Kapi`olani Medical Center for Women and Children (the "Corporation ") shall be those necessary and appropriate to accomplish the purposes of the Corporation as stated in the Charter of Incorporation of the Corporation (the "Charter "). ARTICLE II Membership and Voting • Section 2.1 Voting Member. The sole voting member of the Corporation shall be Kapi`olani Health [formerly known as Kapiolani Health Care System], a Hawaii nonprofit corporation. Section 2.2 Supporting. Life and Honorary Members. Any individual or corporation may be a supporting, life or honorary member of the Corporation by vote of the Trustees at any regular, special or annual meeting, and who pays such fees and dues as may be prescribed by the Board of Trustees, Supporting, life and honorary members shall be entitled to the privileges prescribed by the Board of Trustees but shall not be entitled to vote or to have any voice in the management of corporate affairs. ARTICLE III Meeting of Members Section 3.1 Annual Meeting. The annual meeting of the members shall be held each year at such time and place as the Board of Trustees determines for the purposes of electing trustees and transacting such other business as may come before the meeting. The voting members may dispense with the annual meeting by unanimous written consent. Section 3.2 Special Meetings. Special meetings of the members for any purpose or purposes may be held at any time upon the call of the President or any three trustees or upon the written request of the majority of the voting power of the membership of the Corporation, As Adopted May 18, 1976 and amended through October 15, 1997. • • Section 3.3 place of Meeting. The Board of Trustees may designate any place for any annual or special meeting of the members. If no designation is made, the place of meeting shall be the principal office of the Corporation. Section 3.4 Notice of Meetings. Notice of all meetings, annual or special, stating the place, day and hour of the meeting and whether it is annual or special, and in case of a special meeting stating the purpose or purposes thereof, shall be given personally or by mail. If by mail, such notice shall be postage prepaid to each member at his address as it appears on the membership roll of the Corporation at least ten days before the meeting. Section 3.5 Adjourned Meetings and Notice Thereof. Any meeting of the members, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the voting members present, but in the absence of a quorum no other business may be transacted at any such meeting. When any members' meeting, either annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; otherwise it shall not be necessary to give any notice of an adjourned meeting other than by announcement at the meeting at which the adjournment is taken. Section 3.6 Voting. At all meetings of members, every voting member entitled to vote shall have the to vote in person or by written proxy, Section 3.7 Ouorum. A majority of the voting members constitutes a quorum for the transaction of business and any decision of a majority of the quorum of voting members shall be valid and binding except as otherwise specifically provided with respect to particular matters by the Charter, these Bylaws or by applicable provisions of law. ARTICLE IV Board of Trustees Section 4.1 Number and Qualification of Trustees. There shall be not less than eleven nor more than seventeen trustees. The number of trustees for any following year shall be determined by the voting membership at the annual meeting. The President of the Corporation and the Chief of Staff shall be trustees. The remaining trustees shall be elected by the membership at the annual meeting to hold office for the term elected and thereafter until their successors are duly elected and qualified, provided that additional trustees may be elected at any special meeting of the membership called for that purpose during the year to fill any unfilled positions. Section 4.2 Term of Membership. The initial term of each Trustee shall be for a period of one year and thereafter the time shall be three years, except that shorter terms may be set so that terms of approximately one -third of the total number constituting the Board shall expire each year. The term of each President and Chief of Staff as Trustees shall continue so long as each occupies that position. Any member of the Board may be removed KMCWC Bylaws Page 2 • from office upon the affirmative vote of not less than three- fourths of the Board. No trustee may serve for more than three consecutive terms. Section 4.3. Schedule and Notice of Meetings, (a) Organization Meeting of Board. A meeting of the Board elected at an annual meeting of the members shall be held at the place of such annual meeting and immediately thereafter and no notice thereof shall be necessary. In the event that such meeting of the Board shall not be held, a special meeting shall be called to be held as soon as practicable thereafter. The purpose of this meeting is to elect officers of the Corporation for the coming year. (b) Regular Meetings. Regular meetings of the Board may be held at least quarter annually at the place and time established by the trustees and when any such meeting or meetings is established no further notice thereof shall be necessary. At regular meetings, the Board, subject to any requirements of law and of the Charter and these Bylaws, may transact any general business brought before the meeting and take any corporate action. (c) Special Meetings. Special meetings of the Board may be called at any time by the Chairman of the Board, the President or by any three trustees. (d) Notice of Meetings of the Board. Except as otherwise provided herein, the Secretary shall give notice of each meeting of the Board, either orally or in writing by mail or delivery not less than one day before the meeting unless otherwise prescribed by the Board. The failure of the Secretary to give notice or the non - receipt of notice by any trustee shall not invalidate the proceedings of any meeting of the Board at which a quorum of the trustees is present. Section 4.4 Ouorum for the Board. A majority of the Board constitutes a quorum for transaction of business. Section 4.5 Vacancies on the Board. Should a vacancy occur on the Board, the remaining members of the Board may, by a majority vote, elect a successor to fill the vacancy to serve for the unexpired term. Section 4.6 Attendance at Meetings of the Board. If any member of the Board is absent from three consecutive meetings or four or more meetings per annum, without leave of the Board for due cause, his office may be declared vacant and his removal from the Board and from his office shall be completed when such fact is noted in the minutes of the Board by order of the Trustees. In any such case or procedure, the Board shall fill such vacancy until the next annual meeting. KMCWC Bylaws Page 3 le • • Section 4.7 powers of the Board. All powers and authority of the Corporation shall be vested in and be exercised by the Board except as limited by law, the Charter or these Bylaws: such powers including the following: (a) To acquire and dispose of property; (b) To elect officers and appoint agents or employees of the Corporation and to confer upon and to delegate to them by power of attorney or otherwise such power and authority as it determines; (c) To determine all matters affecting finances; to fix the salaries or compensation of the agents and employees of the Corporation, and in its discretion require security of any of them for the faithful performance of any of their duties; (d) To make rules and regulations not inconsistent with law or the Charter of Incorporation or these Bylaws for the operation of the medical center; (e) To create committees of the Board and to designate as members such persons as it determines and to confer upon such committees such powers and authority as by resolution set forth for carrying on or exercising the powers of the Corporation; (f) To remove or suspend any officers. Any officer elected by the Trustees may be removed with or without cause by the vote of a majority of the Trustees. (g) To incur indebtedness as necessary, and as security for the payment of obligations of the Corporation, to assign, set over, transfer, mortgage, pledge or hypothecate any and all of its real, personal, or other property, and to execute or endorse in the name and on behalf of the Corporation such note or notes or other obligations as the Board deems advisable. (h) Generally, to do any lawful act necessary or proper to carry into effect the powers and purposes of the Corporation. ARTICLE V Officers Section 5.1 Principal Officers. The principal officers of the Corporation shall be a Chairman of the Board, a Vice - Chairman, a President, a Secretary and a Treasurer. The officers shall be elected annually by the Board at the organization meeting or the first meeting thereof after the annual or special meetings of the members at which the Board is elected, and KMCWC Bylaws Page 4 f • • shall hold office for one year and thereafter until their successors are duly elected and qualified. The offices of the Secretary and Treasurer may be held by the same person. The Treasurer may be a corporation. The Chairman of the Board and any Vice Chairman or Vice Chairmen, if elected, and the President shall be Trustees. No other officer need be a Trustee. Section 5.2 Chairman of the Board. The Chairman of the Board shall have general supervision over the Corporation's business and affairs and see to the proper observance and enforcement of the Charter and these Bylaws and the rules and regulations, actions and orders of the Board. The Chairman shall call such meetings of the members of the Corporation and of the Board as are herein provided for and such other meetings as shall seem proper to the Chairman. Section 5.3 Vice Chairman of the Board. The Board at any meeting, may elect one or more Vice Chairmen of the Board. In the absence or disability of the Chairman of the Board, the Vice Chairmen in order of their rank as fixed by the Board, shall preside at any meeting of the members or the Board. Section 5.4 President. The President shall have such duties and responsibilities as the Board shall prescribe from time to time. Section 5.5 Vice President. The Board at any meeting, may elect one or more Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board of Directors, shall perform all duties of the President, and when so acting shall have all power of, and be subject to all restrictions upon, the President; the Vice Presidents shall have such other powers and perform such other duties from time to time prescribed for them respectively by the Board or the Bylaws. Section 5.6 Secretary. The Secretary shall give the notices of all meetings of the members of the Corporation and the Board and shall keep the minutes of such meetings. The Secretary shall furnish the Treasurer with the names of all persons elected to membership in the Corporation, keep the membership roll of the Corporation. The Secretary shall perform all other duties assigned by the Board. Section 5.7 Treasurer and Assistant Treasurer. The treasurer shall review the financial status of the Corporation and recommend fiscal policies to the President, chairman of the board and the Board of Trustees. The treasurer may be a corporation. The treasurer shall perform all other duties assigned by the chairman of the board or the Board of Trustees. The assistant treasurer or assistant treasurers, if elected, shall, in the order designated by the chairman of the board of the Board of Trustees, perform all the duties and exercise all the powers of the treasurer during the absence or disability of the treasurer or whenever the office is vacant and shall perform all the duties assigned by the chairman of the board or the Board of Trustees. Section 5.8 Subordinate Officers. The Board may appoint subordinate officers who shall hold their positions at the pleasure of the Board, and who shall have the powers and KMCWC Bylaws Page 5 • duties determined by the Board. The number and title of subordinate officers may be changed from time to time and subordinate officers may be appointed from time to time at any meeting or meetings of the Board. The authority to fix the powers and duties of subordinate officers may be delegated by the Board to any officer or officers of the Corporation. Any officer of the Corporation may also be a subordinate officer. Subordinate officers need not be Trustees. ARTICLE VI Chief Executive Officer The Board shall appoint a Chief Executive Officer, who need not be an officer of the Corporation, and who shall have such duties and responsibilities as the Board shall prescribe from time to time. ARTICLE VII Execution of Instruments All checks and other orders for payment of money, drafts, notes, bonds, acceptances, contracts, and all other instruments shall be signed by such person or persons designated by general or special resolution of the Board, and, in the absence of any such general or special resolution applicable to any such instrument, then the instrument shall be signed by the Chairman of the Board, any Vice Chairman or the President and by the Treasurer or the Secretary. ARTICLE VIII Committees of the Board Section 8.1 Standing Committees. The Corporation shall have the following standing committees: Executive, Finance, Nominating and Corporate Bylaws, and such other standing committees as the Board may authorize. The Chairman and members of the standing committees of the Board shall be appointed by the Chairman of the Board and shall serve for at least a one -year term, which may be extended by the Chairman of the Board. There shall be such special committees as may be appointed by the Chairman of the Board from time to time. At a committee meeting, a quorum shall be a majority of committee members. Activities of the committees may be recorded in minutes. Section 8.2 Executive Committee. The Executive Committee shall consist of the Chairman, the President, and at least one additional trustee appointed by the Board. The Executive Committee shall have the power to transact all regular business of the Corporation during the period between the meetings of the Board, subject to any limitations imposed by the Board. Section 8.3 Finance Committee. The Finance Committee shall consist of at least three Trustees, The duties of the committee include the following: KMCWC Bylaws Page 6 (a) Responsibility for supervising the management of all endowment and trust funds of the medical center; (b) Review of and approval of the capital and annual operating budgets of the Corporation. (c) Review of the financial feasibility of corporate projects, acts and undertakings referred to it by the Board and making recommendations thereon; (d) Review and evaluate the findings and final reports of the auditors and based thereon making recommendations to the Board concerning financial operation of, and services required by and provided to the Corporation; (e) Performing such other duties related to fiscal matters as maybe assigned to it by the Board or the Chairman. Section 8.4 Nominating Committee. The Nominating Committee shall be appointed each year by the Chairman of the Board. This committee shall be composed of at least three members of the Board. The Nominating Committee shall have the duty of nominating at the annual meeting of the Corporation, and at other meetings when vacancies are to be filled, candidates to be elected officers and members of the Board. Section 8.5 Corporate Bylaws Committee. The Corporate Bylaws Committee shall be appointed each year by the Chairman of the Board. The Committee shall review annually the Bylaws, organization and general policies of the Corporation and shall submit to the Board a report based on its review, including any recommendations for changes. ARTICLE IX Auxiliary There shall be an auxiliary of the Corporation, to be known as the Kapi`olani Medical Center for Women and Children Auxiliary. The purpose of the auxiliary shall be to assist the medical center by voluntary services, promotion of projects and solicitation of donations and funds for the benefit of the medical center. The Auxiliary shall adopt bylaws to govern its activities and such bylaws shall be submitted to the Board for approval. ARTICLE X Medical Staff Section 10.1 Organization and Bylaws. There shall be an organized medical staff that has overall responsibility for the quality of all medical care provided to patients, and for the ethical conduct and professional practices of its members as well as for accounting KMCWC Bylaws Page 7 • • therefor to the Board. The medical staff shall develop and adopt bylaws, Hiles and regulations to establish a framework for self - government and a means of accountability to the Board. These bylaws, rules and regulations shall be submitted to the Board for approval and shall contain procedures for satisfying the requirements of due process in conducting hearings and appeals. Section 10.2 Medical Executive Committee. (a) The Medical Executive Committee shall be the executive comrnittee of the medical staff. The chairman of the Medical Executive Committee is the Chief of Staff and is an ex -officio member of the Board. (b) The Medical Executive Committee shall act in an advisory capacity to the Board when called upon, approve or disapprove the character of medical work done in the medical center, and if necessary, limit the activities of the members of the active and visiting staff, provided no such member's activities shall be limited unless and until said member has had the privilege of appearing before and being heard by the Medical Executive Committee. (c) The Medical Executive Committee shall advise the Board and make such recommendations with respect to all grievances, complaints, suggestions and criticisms regarding medical practice and ethics that are brought to its attention. Section 10.3 Appointments. (a) The Board shall approve, upon the advice of the Chief of Staff of the Medical Executive Committee of the medical staff, the persons entitled to Medical or Dental Staff membership as evidenced by their individual qualifications and licensed by the State of Hawaii subsequently to engage in medical practice within the medical center and the conditions and standards under which such practice shall be conducted. (b) All initial appointments to the medical staff shall be for a period of one year pursuant to formal reapplication procedures. Reappointments shall be for two years each. (c) When an appointment is not to be renewed, or when privileges have been or are proposed to be reduced, altered, suspended, or terminated, the staff member shall be afforded the opportunity of due process as outlined in the medical staff bylaws. KMCWC Bylaws Page 8 t: • ■ • • Section 10.4 Physicians and Dentists Employed by the Medical Center. (a) Physicians and dentists employed by the Corporation in a purely administrative capacity with no clinical duties are subject to the regular personnel policies of the hospital and their contract or other terms of employment, and need not be members of the medical staff. (b) Physicians and dentists employed by the Corporation, either full or part -time, whose duties are medico - administrative in nature and include clinical responsibilities or functions with the medical staff involving their professional capability as physicians or dentists, must be members of the medical staff, achieving this status by the same procedure provided for other medical staff members. Medical staff membership and clinical privileges may or may not be made contingent on continued employment. (c) Termination of employment of a physician or dentist in a medico - administrative position shall be subject to review, and a hearing, if requested, by a joint conference of Board members and representatives elected by the voting members of the medical staff. (d) When the reason for the action is determined to involve the individual's medical competence, which includes competence to supervise the professional activities of' practitioners under his or her direction, the medical staff shall provide for a review of the decision, including the right to a hearing if requested by the individual, and a recommendation to the Board on the action proposed. (e) When the reason for the action is determined by the joint conference to be purely administrative in nature and does not involve the individual's medical competence, the Board shall follow its usual personnel policies, or the terms of the contract, if there be one. Section 10.5 Responsibilities of the Medical Staff. The medical staff shall have the authority and responsibility to establish and maintain the following: (a) To be a member of the medical staff a doctor shall qualify for the medical privileges, and exercise the privileges granted, consistent with the requirements of these bylaws and the bylaws, rules and regulation of the medical staff. (b) The medical staff shall be organized to provide a framework for effective performance by the members of their duties and functions. The organization shall be in categories set forth in the medical staff bylaws, which shall provide for the election of officers, executive committee and service chiefs. The service chiefs may serve for a period of two years and may be re- elected subject to the directives of the medical staff and its bylaws. KMCWC Bylaws Page 9 i . • • (c) The medical staff shall strive to create and maintain an optimal level of professional performance by its members through the appointment procedure, delineation of medical staff privileges and the continual review and evaluation of each member's clinical activities. (d) The medical staff shall provide procedures by committee or otherwise for regular review, evaluation and monitoring of practices and functions of members for the purpose of maintaining high professional standards of care; (e) There shall be regular medical staff and departmental meetings to review the clinical work of members and to complete medical staff administrative duties; (f) The medical staff shall provide a continuing program of medical education; and the members shall submit or give evidence of participation in the program or comparable programs to the medical staff. ARTICLE XI Conflict of Interest (a) Trustees, officers and employees shall exercise utmost good faith in all transactions involving the Corporation and its property, and they shall comply with the strictest rules of honesty and fair dealing. They shall not use their positions or information gained from such positions in any way to create or participate in a conflict between their interest and the interest of the Corporation. (b) No trustee, officer or employee shall act in any manner which affects the Corporation adversely. (c) No trustee, officer or employee of the corporation shall accept any favor which might influence his actions concerning the Corporation. (d) All trustees, officers and employees of the Corporation shall use their best efforts to avoid any new employment, activity, investment or other interest which would compete with or be in conflict with the interest of the Corporation and in the event any such activity, investment or other interest becomes apparent, the trustee, officer or employee shall disclose the same to the Board of Trustees of the Corporation. (e) If any trustee, officer or employee prepares to undertake any transaction for which there can be any doubt about the existence of a conflict of interest, the trustee, officer or employee shall file a written disclosure with KMCWC Bylaws Page 10 • i A 4 • • the Executive Committee of the Corporation before consummating the transaction. (f) The President of the Corporation shall prepare an appropriate questionnaire to ascertain if any trustee, officer or employee is involved in any transaction which may be deemed a conflict of interest with that of the Corporation. Each trustee, officer and selected employee who receives a copy of the questionnaire shall complete and return it to the President. The President shall report to the Executive Committee all transactions about which there appears to be any question of a conflict of interest. The questionnaire procedure shall be performed at least annually. ARTICLE XII Auditor The Auditor shall be elected annually by the Board. The Auditor shall audit the books and accounts of the Corporation and shall certify its findings and report thereon, in writing, to the members at least annually; and shall make other audits and reports as the Board shall determine from time to time. The Auditor may be a person, copartnership, or a corporation. No member, trustee of a corporate member, or trustee shall be eligible to serve as Auditor of the Corporation. The Auditor may be removed from office either with or without cause at any time at any meeting of the Board. ARTICLE XIII Amendments These Bylaws may be altered, amended or repealed at any meeting of the Board provided that written notice of the meeting shall be given in accordance with section 4.3(d) of these Bylaws, which notice shall state that one of the purposes of the meeting is the consideration of the amendment of these Bylaws and shall set forth the proposed amendments. NNN NNN KMCWC Bylaws Page 11