Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
THE SOUTHAMPTON HOSPITAL FOUNDATION INC
Employer identification number
11-3466516
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
3,187,519
3,524,557
4,966,342
8,346,378
4,378,445
24,403,241
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
3,187,519
3,524,557
4,966,342
8,346,378
4,378,445
24,403,241
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
5,099,842
6
Public Support. Subtract line 5 from line 4.
19,303,399
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
3,187,519
3,524,557
4,966,342
8,346,378
4,378,445
24,403,241
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
154,712
219,182
70,924
1,081
1,101
447,000
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
24,850,241
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
4,572,656
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
77.680 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
73.530 %
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
THE SOUTHAMPTON HOSPITAL FOUNDATION INC
Employer identification number
11-3466516
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 6
THE SOUTHAMPTON HOSPITAL ASSOCIATION (THE "HOSPITAL") IS THE PARENT COMPANY OF THE SOUTHAMPTON HOSPITAL FOUNDATION (THE "FOUNDATION"). THE FOUNDATION WAS INCORPORATED AS MEMBER CORPORATION WITH THE HOSPITAL AS THEIR SOLE MEMBER. THE HOSPITAL PROVIDES ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE FOUNDATION AS PART OF THIS LEGAL RELATIONSHIP. EXPENSES ARE PAID BY THE PARENT COMPANY FOR THE PROVISION OF THESE FUNCTIONS, INCLUDING ACCOUNTING, FINANCIAL MANAGEMENT, HUMAN RESOURCES, INFORMATION TECHNOLOGY, DEVELOPMENT & FUNDRAISING. SOME OF THESE DUTIES WOULD CUSTOMARILY BE PERFORMED OR SUPERVISED BY THE AFFILIATE PRESIDENT OR KEY EMPLOYEE.
FORM 990, PART VI, SECTION A, LINE 7A
THE SOLE MEMBER OF THE SOUTHAMPTON HOSPITAL FOUNDATION, INC., SHALL BE THE SOUTHAMPTON HOSPITAL ASSOCIATION (THE MEMBER). THE MEMBER SHALL HAVE THE POWER TO: I. ELECT MEMBERS OF THE BOARD OF TRUSTEES OF THE CORPORATION AND HEREBY DELEGATES TO THE BOARD OF TRUSTEES THE AUTHORITY TO ELECT MEMBERS OF THE BOARD OF TRUSTEES: II. APPROVE ANY DISSOLUTION, MERGER OR SALE OF SUBSTANTIALLY ALL THE ASSETS OF THE CORPORATION; III. AUTHORIZE ANY AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION AND AMEND OR REPEAL ANY PROVISION OF THE CORPORATION'S BYLAWS; IV. TAKE ANY OTHER ACTION REQUIRED BY LAW.
FORM 990, PART VI, SECTION A, LINE 7B
THE SOLE MEMBER OF THE SOUTHAMPTON HOSPITAL FOUNDATION, INC., SHALL BE THE SOUTHAMPTON HOSPITAL ASSOCIATION (THE MEMBER). THE MEMBER SHALL HAVE THE POWER TO: I. ELECT MEMBERS OF THE BOARD OF TRUSTEES OF THE CORPORATION AND HEREBY DELEGATES TO THE BOARD OF TRUSTEES THE AUTHORITY TO ELECT MEMBERS OF THE BOARD OF TRUSTEES: II. APPROVE ANY DISSOLUTION, MERGER OR SALE OF SUBSTANTIALLY ALL THE ASSETS OF THE CORPORATION; III. AUTHORIZE ANY AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION AND AMEND OR REPEAL ANY PROVISION OF THE CORPORATION'S BYLAWS; IV. TAKE ANY OTHER ACTION REQUIRED BY LAW.
FORM 990, PART VI, SECTION B, LINE 11
THE SOUTHAMPTON HOSPITAL FOUNDATION HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. UPON COMPLETION, THE FORM 990 IS REVIEWED BY MANAGEMENT AND IS THEN FORWARDED ELECTRONICALLY TO THE MEMBERS OF THE BOARD OF TRUSTEES FOR THEIR REVIEW. ANY QUESTIONS OR ISSUES ARE THEN ADDRESSED BY THE APPROPRIATE PARTIES PRIOR TO THE FILING OF THE RETURN.
FORM 990, PART VI, SECTION B, LINE 12C
THE SOUTHAMPTON HOSPITAL FOUNDATION UTILIZES SOUTHAMPTON HOSPITAL EMPLOYEES TO CARRY OUT ITS MISSION. THEREFORE, THE FOUNDATION FOLLOWS THE HOSPITAL'S CONFLICT OF INTEREST POLICY, AS WELL AS THEIR WHISTLEBLOWER POLICY. BOTH POLICES ARE CURRENTLY IN PLACE. SOUTHAMPTON HOSPITAL'S CONFLICT OF INTEREST POLICY IS MONITORED AND ENFORCED ANNUALLY. THE BOARD CURRENTLY REQUIRES THAT ALL MEMBERS OF THE MANAGEMENT TEAM AND GOVERNING BODY SIGN A CONFLICT OF INTEREST POLICY ANNUALLY. ALL POTENTIAL CONFLICTS OF INTEREST THAT MAY EXIST MUST BE DISCLOSED. THE SIGNED DOCUMENTS ARE THEN SUBMITTED TO THE CORPORATE COMPLIANCE OFFICER FOR REVIEW. IF A POTENTIAL OR ACTUAL CONFLICT OF INTEREST EXISTS, THE AFFECTED MEMBER WILL BE NOTIFIED AND THE CORPORATE COMPLIANCE OFFICER WILL INVESTIGATE THE CONFLICT FURTHER. THE RESULTS OF THE INVESTIGATION WILL THEN BE REPORTED TO THE GOVERNING BODY. IF AN ACTUAL CONFLICT OF INTEREST EXISTS, THE AFFECTED MEMBER WILL BE NOTIFIED IMMEDIATELY AND THEIR VOTING RIGHTS, PERTAINING TO THE AREA OF CONFLICT, WILL BE RELINQUISHED UNTIL IT IS DEEMED THERE IS NO LONGER A CONFLICT OF INTEREST. SIMILARLY, ON AN ANNUAL BASIS, ALL MEMBERS OF THE BOARD OF DIRECTORS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST FORM. ALL POTENTIAL CONFLICTS OF INTEREST THAT MAY EXIST MUST BE DISCLOSED. IF A POTENTIAL OR ACTUAL CONFLICT OF INTEREST EXISTS, THE AFFECTED MEMBER WILL BE NOTIFIED AND THE EXECUTIVE COMMITTEE OF THE BOARD WILL INVESTIGATE AND MAKE THE DETERMINATION AS TO WHAT, IF ANY RECUSAL OR OTHER CORRECTIVE ACTION MAY BE REQUIRED TO AVOID ANY POTENTIAL CONFLICT. THE RESULTS OF THE INVESTIGATION WILL THEN BE REPORTED TO THE GOVERNING BODY. IF AN ACTUAL CONFLICT OF INTEREST EXISTS, THE AFFECTED MEMBER WILL BE NOTIFIED OF THIS DETERMINATION AND THEIR PARTICIPATION IN RELATED MATTERS AND/OR VOTING RIGHTS, PERTAINING TO THE AREA OF CONFLICT, WILL BE RELINQUISHED.
FORM 990, PART VI, SECTION B, LINE 15A
THE SOUTHAMPTON HOSPITAL FOUNDATION UTILIZES SOUTHAMPTON HOSPITAL EMPLOYEES TO CARRY OUT ITS MISSION. THEREFORE, THE FOUNDATION FOLLOWS THE HOSPITAL'S COMPENSATION POLICY. SOUTHAMPTON HOSPITAL HAS ESTABLISHED AN EXECUTIVE COMPENSATION POLICY WHICH SETS FORTH THE TERMS AND CRITERIA FOR THE REVIEW OF THE COMPENSATION OF THE PRESIDENT & CEO, THE CHIEF MEDICAL OFFICER / COO AND THE VICE PRESIDENT OF FINANCE / CFO AS WELL AS OTHER EXECUTIVE LEADERS. THE POLICY OUTLINES THE PROCEDURES AND CRITERIA THE EXECUTIVE COMMITTEE WILL FOLLOW IN EVALUATING THE CEO'S AND THE CMO / COO'S PERFORMANCE AGAINST ESTABLISHED GOALS. IT ALSO OUTLINES THE EXECUTIVE COMMITTEES' ROLE AND RESPONSIBILITY IN DETERMINING ALL ASPECTS OF THE CEO'S AND THE CHIEF MEDICAL OFFICER / COO'S COMPENSATION INCLUDING ANY INCENTIVE OR BONUS COMPENSATION. THE COMMITTEE REVIEWS CONTRACT TERMS WHICH COVER COMPENSATION AND BENEFITS INCLUDING, BUT NOT LIMITED TO, HOUSING ALLOWANCES, AUTOMOBILE ALLOWANCES, SEVERANCE OR CHANGE OF CONTROL PAYMENTS. ON A PERIODIC BASIS, THE EXECUTIVE COMMITTEE MEETS TO REVIEW THE TERMS OF COMPENSATION AND REVIEWS EXTERNAL COMPENSATION DATA AND STUDIES TO ENSURE THAT COMPENSATION DECISIONS ARE REASONABLE AND CONSISTENT WITH FAIR MARKET VALUE. THE COMMITTEE DOCUMENTS THE FULL TERMS OF COMPENSATION APPROVED AND INCLUDES DATE OF THE DECISION, DETAILS OF THE COMPARABILITY DATA OBTAINED AND RELIED UPON, AND HOW THE DATA WAS OBTAINED. MEMBERS OF THE EXECUTIVE COMMITTEE MUST BE FREE FROM ANY CONFLICT OF INTEREST THAT MAY RELATE TO THE ARRANGEMENT. ALL MEMBERS OF THE COMMITTEE WHO WERE PRESENT DURING THE DISCUSSION OF THE ARRANGEMENT WILL BE DOCUMENTED IN THE MEETING MINUTES ALONG WITH THEIR VOTES. THE COMPENSATION REVIEW PROCESS FOR THE PRES. & CEO, CHIEF MEDICAL OFFICER AND TOP MANAGEMENT OFFICIALS WAS LAST UNDERTAKEN OCTOBER 21, 2010.
FORM 990, PART VI, SECTION C, LINE 19
THE FOUNDATION'S FORM 990, AS WELL AS ITS FINANCIAL STATEMENTS AND CONFLICT OF INTEREST POLICY, ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST, AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. INTERESTED PARTIES MAY REQUEST THE DOCUMENTS AT 240 MEETINGHOUSE LANE, SOUTHAMPTON, NY 11968 OR BY CALLING THE ORGANIZATION DIRECTLY AT (631)726-8300.
FORM 990, PART VII, SECTION A, AND COLUMN (A):
THE FOLLOWING ORGANIZATION, INCLUDING THE FILING ORGANIZATION, THE SOUTHAMPTON HOSPITAL FOUNDATION, INC. (THE "FOUNDATION") HAVE SIMILAR INDIVIDUALS, WHO ARE MENTIONED BELOW, SERVING ON THEIR BOARDS: SOUTHAMPTON HOSPITAL ASSOCIATION. HOWARD M. LORBER, CHAIRMAN OF THE FOUNDATION ALSO SERVES ON THE BOARD OF THE HOSPITAL AS TRUSTEE AND SPENDS ON AVERAGE 1.30 HOURS PER WEEK DEVOTED TO THIS POSITION. JEAN REMMEL FITZSIMMONS, SECRETARY OF THE FOUNDATION ALSO SERVES AS TRUSTEE ON THE BOARD OF THE FOUNDATION AND SPENDS ON AVERAGE 1.30 HOURS PER WEEK DEVOTED TO THIS POSITION. ROBERT S. CHALONER, TRUSTEE OF THE FOUNDATION ALSO SERVES AS PRESIDENT AND CEO OF THE HOSPITAL AND SPENDS ON AVERAGE 38.80 HOURS PER WEEK DEVOTED TO THIS POSITION. JOHN E. GRIM III, TRUSTEE OF THE FOUNDATION ALSO SERVES ON THE BOARD OF THE HOSPITAL AS TRUSTEE AND SPENDS ON AVERAGE 1.30 HOURS PER WEEK DEVOTED TO THIS POSITION. MICHAEL B. ISRAEL, MD, TRUSTEE OF THE FOUNDATION ALSO SERVES AS TRUSTEE ON THE BOARD OF THE HOSPITAL AND ALSO IS EMPLOYED AS A HOSPITALIST IN THE HOSPITAL. HE SPENDS ON AVERAGE 38.80 HOURS PER WEEK DEVOTED TO THIS POSITION.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 3,695. N/A RELEASED FROM RESTR. TO SOUTHHAMPTON HOSPITAL FOR OPERATIONS -$5,418 N/A RELEASED FROM RESTR. TO SOUTHMAPTON HOSPITAL FORCAPITAL ACQ -$5,993,547
COMMITTEE OVERSIGHT OF THE AUDIT OF THE AUDITED FINANCIAL STATEMENTS
FORM 990, PART XII, LINE 2C:
THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS AS NOT CHANGED FROM THE PRIOR YEAR.
CONTINUATION OF FOUNDATION'S SIGNIFICANT ACCOMPLISHMENTS IN 2010:
FORM 990, PART 1, LINE 1:
FUND RAISING INITIATIVES RESULTED IN THE PURCHASE OF MEDICAL EQUIPMENT AND TECHNOLOGY, PROGRAM AND SERVICE SUPPORT, AND CARE FOR VULNERABLE AND DISADVANTAGED POPULATIONS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.