HomeMy WebLinkAboutCOM 0667.034 1998-2000 J. t 41 " Sa wn* asnaw..cQ, FOrtre/
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Stephen K. Yamashiro \Il
Mayor Harry A. Takahashi
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• 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.
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• • •
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
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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).
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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
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• 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.
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• 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.
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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.
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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.
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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
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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.
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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. All new employees are given an employee handbook that addresses the
policies and guidelines of the institution and includes information on smoking and a
Drug Free Workplace.
10
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• ��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
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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
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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
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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
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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
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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
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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
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•
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
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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
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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
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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
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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
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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
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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
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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
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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
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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:
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(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
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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.
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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.
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(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
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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.
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