Straub Foundation

“Members and rights hawai'i pacific health is the sole member who has the right to participate in the organization's governance with the right to elect the members of the governing body and / or approve significant decisions of the governing board.”

“Description of classes of persons and the nature of their rights hawai'i pacific health is the sole member, and has the power to approve the election of members of the governing body. Hawai'i pacific health, as member, also has the power to elect one or more ex officio voting members of the governing body.”

“Descr classes of persons, decisions req approval & type of voting rights hawai'i pacific health, as member, has exclusive power to take and direct the following actions of the corporation: (i) nominate candidates for the following positions: treasurer, secretary, executive vice-president/chief financial officer, all other executive vice-presidents, vice-presidents, assistant secretaries, and assistant treasurers; (ii) after consultation with the board, remove the treasurer, secretary, executive vice-president/chief financial officer, all other executive vice-presidents, vice-presidents, assistant secretaries, and assistant treasurers; (iii) remove a director from the board; (iv) delegate management authorities from the board to officers or committees of the corporation in accordance with a delegated authorities matrix adopted by the member; (v) amend these bylaws; (vi) cause the corporation's participation in all long term financing transactions which are in excess of one (1) year and/or one million dollars ($1,000,000) or more; (vii) select banks, trust companies, or other depositories to which the corporation's funds shall be deposited; (viii) direct, manage and control the custody, advisory service, and asset management of the financial assets of the corporation; (ix) determine and effect inter-corporate fund transfers by and between the corporation and any affiliate. (the term 'affiliate' shall mean with respect to any corporation, partnership, or other entity, an entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity 'control,' 'controlled by,' or 'under common control with' shall mean the power to elect, through membership or ownership, fifty percent (50%) or more of the governing body of a corporation, partnership, or other entity. 'control' shall also include the power to direct or cause the direction of the policies and management of an entity, whether through contract, membership interests, ownership of voting securities, a lease, a management agreement, or other arrangement); (x) develop and implement the general policies regarding the corporation's executive compensation and benefit plans; (xi) form a new corporation, limited liability company, partnership, or other organization that is owned solely by the corporation; and (xii) develop and promulgate overall corporate goals and the long-range and strategic plan of the corporation. Actions requiring approval of member. Notwithstanding any other provision of these bylaws, the corporation shall not take the following actions without first obtaining member approval: (i) elect any director to the board; (ii) amend the articles; (iii) merge the corporation with any entity; (iv) dissolve the corporation (v) enter into any unbudgeted contracts on behalf of the corporation which require annual payments by or on behalf of the corporation exceeding one million dollars ($1,000,000) in value; (vi) acquire assets worth over one million dollars ($1,000,000) except for those assets acquired by gifts, grant, or donation; (vii) acquire shares in another corporation; (viii) sell, lease, exchange, encumber or dispose of twenty-five percent (25%) or more of the property and assets held by the corporation to any entity that is not an affiliate; (ix) develop and implement the annual capital, operating, and cash flow budgets; (x) issue the corporation's membership to anyone other than the member; (xi) form a joint venture or other business relationship (other than the ordinary course of business contracts) between the corporation and any person or entity; and (xii) develop a new line of business.”

“Review of the 990s by the organization's governing body various schedules of the 990s are prepared primarily by staff within the accounting area of the organization working with various other areas of the organization such as management of the operating units, hr, legal, etc. Disclosure narratives are written and compiled internally based on input and discussion with financial analysts and the chief operating officer / executive director of the reporting entity. The chief operating officer / executive director of each reporting entity reviews and approves the disclosure narratives which describes the mission / purpose and program accomplishments of their organization. Senior management of the health care system reviews the 990s of each filing organization within the health care system. Once senior management has completed its review, the 990s are then provided to the governance and nomination committee of the health care system's board of directors for their review. The governance and nominating committee of the parent entity's (hawai'i pacific health 'hph') board provides oversight for the 990 reporting and reviews the 990s for each entity prior to filing. In addition, the 990s for each entity are made available to the board members of each subsidiary unit of hph and the hph board of directors through a board member portal for review prior to the filing of the 990. The 990s will be posted to hph's web site for public access after the filing of the returns with the irs.”

“Monitoring & enforcing conflict of interest policy annually, each director, officer, key employee and member of a committee with board delegated powers shall annually sign a statement which affirms that such person: 1) received a copy of the conflict of interest ('coi') policy; 2) has read and understands the policy; 3) agrees to comply with the policy; and 4) understands that the organization is a charitable organization and that in order to maintain its federal tax exemption, the organization must engage primarily in activities which accomplish one or more of its tax-exempt purposes. The in-house legal department distributes the statement request and reviews the coi statements returned. Identified conflicts of interest are presented to the board for review, deliberation and confirmation / refutation that a conflict of interest exists. If a conflict of interest has been found, the individual may address the board and explain the transaction or arrangement causing the conflict. After the presentation, the individual is excused from the meeting and shall not participate with any discussion or vote on matters pertaining to the transaction or arrangement. In meetings where application of the coi policy occurs, the meeting minutes include nature of the financial interest/conflict, name(s) of the person(s) with the potential or actual conflict, any action taken to assist in the determination of whether a conflict existed, including any discussion of alternative arrangements, the board's decision(s) regarding the conflict and names of person present in the discussion and votes relating to the transaction present in the discussion and votes relating to the transaction or arrangement.”

“Offices and positions which process was used & year process was begun the ceo, officers and key employees of the organization are not compensated by the filing organization, but rather by the tax-exempt, hawai'i pacific health ("hph"). Following is the process that the parent organization undertakes to approve the ceo, officers and key employees' compensation. Compensation for hph executives (vp and above) is set by the independent board members who are members of the hph compensation committee. On an annual basis the hph board chairperson (who is independent) selects a neutral third party executive compensation consultant to review the executive's compensation and benefits. The consultant provides a written report to the compensation committee at its annual meeting. Included in the report is market based data from like organizations. The compensation committee makes final decisions regarding compensation and benefits at the meeting after review and discussion of the consultant's report. Community based directors of the organization are not compensated. Certain employed physicians may be officers or an identified key employee of the reporting or related organization. Physician compensation is also handled in the same manner as executive compensation, with the hph compensation committee receiving a report from a neutral consultant and following the same process as described above on an annual basis. This process was last completed on march 3, 2014 to review physician compensation and on august 22, 2014 to review executive compensation.”

“Disclosure of gov docs, conflict of interest policy & financial stmts the conflict of interest policy and standards of conduct are available on the hawai'i pacific health website. The consolidated audited financial statements are available to the public via the hawai'i pacific health website.”

“Description of program service accomplishments the mission of straub foundation for over two decades, the straub foundation (the foundation) has focused on supporting the charitable mission of its nonprofit hospital affiliate, straub clinic & hospital (straub), by raising funds to provide the people of hawai'i and the pacific region with specialty medical care, life-saving equipment, community outreach and education, and to further local research. Straub was founded in 1921 by german-born dr. George straub, who conceived of forming a group of physicians to provide the finest medical care for hawai'i's patients. Today, straub is a fully integrated health care system with a hospital in honolulu, a network of neighborhood clinics, and a visiting specialist program for the neighbor islands. With more than 350 employed or contracted physicians who are leaders in their fields, straub provides its patients with expert diagnoses and treatments for more than 32 different medical specialties, including orthopedics, cardiac care, neurology, cancer, endocrinology/diabetes, family medicine, gastroenterology, geriatric medicine, internal medicine, women's health, vascular and urology. Straub is home to the pacific region's only multi-disciplinary burn treatment center. It consistently brings new technologies and innovative medical practices to hawaii, such as minimally invasive cardiac surgery, total joint replacement, and vascular surgery. It has received numerous national awards recognizing its excellence in patient experience, patient safety, and cardiac and stroke care. Straub is a not-for-profit hospital and an affiliate of hawai'i pacific health, the state's largest health care provider. In past years, the foundation focused its efforts on unrestricted donor support for medical programs, health education, free community outreach programs, and the clinical research program of the hawai'i pacific health research institute. In 2014, the foundation announced its donor society, the straub partners. The straub partners are a group of leading with a deep commitment to straub's mission and investment in the vision of exceptional health care for their community. The straub burn center straub clinic & hospital is home to the only burn center in hawai'i. Firefighters, electricians and residents across the state rely on this highly specialized lifesaving care. The center's trained, multidisciplinary specialists have treated patients from across the pacific and as far away as okinawa, guam and saipan. Education programs donor-supported education programs at straub are designed to provide the knowledge and skills that patients with chronic conditions need to maintain quality living. For example, the diabetes self-management education program teaches patients how to take control of their condition with proper nutrition, exercise and medication. Certified diabetes educators, who are registered nurses and dieticians, conduct classes and follow-up care. Kokua patient care program the donor-supported kokua patient care program helps patients without medical insurance, or who are waiting to be approved for insurance. Upon discharge, the program provides patients with medication if they are unable to afford the cost. It also assists patients with transportation between medical facilities and to their home. Funds also pay for equipment that patients might need including wheelchairs, walkers and bedside commodes. These services enable patients to move forward quickly with their treatments and recovery and avoid possible reentry into the hospital.”

“Other functional expenses $ 9,424 - consulting expenses $ 251 - fundraising expenses $56,793 - internal service provider expenses website -------- $66,468 - total”

“Other changes in net assets or fund balances $ (141,798) - equity transfers (with hph) $ (24,750) - change in value of split interest agreements $ (2,340) - other changes in tr net assets $ ( 24,540) - transfers ---------- $ (193,428) - total ==========”