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
2011
Open to Public Inspection
Name of the organization
Whidden Memorial Hospital
Employer identification number
04-3561265
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)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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
(1)
CAMBRIDGE PUBLIC HEALTH COMMISSION
043320571
06
Yes
0
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
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..
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)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
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).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
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
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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
WHIDDEN MEMORIAL HOSPITAL, INC. (THE "ORGANIZATION") IS WHOLLY-OWNED SUBSIDIARY OF THE CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE (CHA). CHA IS A GOVERNMENT ENTITY CREATED BY, AND CURRENTLY EXISTING PURSUANT TO MASSACHUSETTS STATUTE, CHAPTER 147 OF THE ACTS AND RESOLVES OF 1996. NOTWITHSTANDING THE ORGANIZATION'S NAME, THE ORGANIZATION DOES NOT OPERATE ANY FACILITY THAT IS, OR IS REQUIRED TO BE, LICENSED, REGISTERED, OR SIMILARLY RECOGNIZED BY THE COMMONWEALTH OF MASSACHUSETTS. FACILITIES LOCATED ON REAL PROPERTY OWNED BY THE ORGANIZATION ARE OPERATED BY CHA. THE ORGANIZATION PROVIDES ITS FACILITIES TO CHA AT OR BELOW COST AND LEASES ITS EMPLOYEES TO CHA, SUCH EMPLOYEES BEING UNDER THE DIRECT CONTROL AND SUPERVISION OF CHA. CHA PAYS ALL EXPENSES INCURRED BY THE ORGANIZATION TO OPERATE ITS FACILITIES, INCLUDING THE COSTS OF ALL MAINTENANCE AND CAPITAL IMPROVEMENTS TO THESE FACILITIES. CHA REIMBURSES THE ORGANIZATION FOR LEASED EMPLOYEES AT FAIR MARKET VALUE.
Schedule A (Form 990 or 990-EZ) 2011
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
2011
Open to Public Inspection
Name of the organization
Whidden Memorial Hospital
Employer identification number
04-3561265
Identifier
Return Reference
Explanation
PART I, LINE 1 AND PART III, LINE 1:
Whidden Memorial Hospital, Inc. (The "Organization") is a wholly-owned subsidiary of the Cambridge Public Health Commission D/B/A Cambridge Health Alliance (CHA), a public health system created by and existing pursuant to special act of the Massachusetts legislature. The organization provides management and support personnel to and holds the real estate for its parent CHA, in furtherance of CHA's mission. CHA is the legal entity that is licensed to operate healthcare facilities and provide health related services to the communities it serves. PART III, LINE 4A: The organization is a wholly-owned subsidiary of the Cambridge Public Health Commission ("CPHC"), a regional public health system conducting business under the name Cambridge Health Alliance ("CHA") and serves as a support organization for CHA. CHA operates (a) three hospital campuses, two of which are inpatient facilities and all of which have full-service emergency departments, and (b) a network of ambulatory care clinics in the Massachusetts communities of Cambridge, Somerville, Malden, Revere, and Everett. CHA also provides public health services and programs in its service area. CHA qualifies as a disproportionate share hospital under Medicare and Medicaid, and the majority of its patients are uninsured or under-insured. Whidden Memorial Hospital is a supporting organization of Cambridge Health Alliance. PART VI, LINE 2: Certain officers and TRUSTEEs are also employees at other organizations within the Cambridge Health Alliance system. PART VI, LINE 6: Cambridge Public Health Commission D/B/A Cambridge Health Alliance is the sole corporate member of Whidden Memorial Hospital. PART VI, LINE 7A: THE BOARD OF TRUSTEES OF CAMBRIDGE HEALTH ALLIANCE (CHA) HAS SERVED AS THE GOVERNING BODY OF WHIDDEN MEMORIAL HOSPITAL SINCE MARCH 2012. BEFORE MARCH 2012, CHA'S JOINT HOSPITAL BOARD SERVED AS WHIDDEN MEMORIAL HOSPITAL'S BOARD OF DIRECTORS. PART VI, LINE 7B: THE BOARD OF TRUSTEES OF CHA, WHIDDEN MEMORIAL HOSPITAL'S SOLE CORPORATE MEMBER, AS SET FORTH IN THE BYLAWS, MUST APPROVE ADOPTION OF THE BUDGET, ANY MERGER, CONSOLIDATION, JOINT VENTURE, OR AFFILIATION WITH WHIDDEN MEMORIAL HOSPITAL, ANY CAPITAL TRANSACTION, AND INCURRENCE OF DEBT. PART VI, LINE 11: The organization's Form 990 was prepared with the assistance of its outside tax accountants (PricewaterhouseCoopers). The organization's internal management and CHA employees reviewed the Form 990 and provided comments and changes. Once the return was updated, the Form 990 was presented for review to each voting member of the CHA finance committee. PricewaterhouseCoopers then finalized the Form 990 based on the review and feedback of the CHA finance committee. Copies of the completed Form 990 were distributed in electronic or paper form to members of the organization's governing body prior to filing with the IRS. PART VI, LINE 12C: The organization has a conflict of interest policy for its TRUSTEEs and one for its officers and key employees. The organization regularly and consistently monitors and enforces compliance with these conflict of interest policies by annually surveying each of its TRUSTEEs, officers, and key employees. Officers, TRUSTEEs, and key employees are also given a copy of the applicable conflict of interest policy along with the annual survey and are reminded of their obligation to promptly report any new potential conflicts that arise. The compliance officer reviews the responses. If a conflict of interest is determined, the applicable individual is precluded from participating in deliberation on or decision making regarding the topic giving rise to the conflict. Each conflict policy contains disciplinary provisions to address violations of the policy. PART VI, LINE 14: THE ORGANIZATION HAS AN ACTIVE DOCUMENT RETENTION AND DESTRUCTION POLICY APPROVED BY MANAGEMENT. THIS POLICY HAS NOT BEEN APPROVED BY THE BOARD OR A COMMITTEE OF THE BOARD AS OF JUNE 30, 2012. PART VI, LINE 15A: CAMBRIDGE HEALTH ALLIANCE'S (CHA) COMPENSATION COMMITTEE IS THE AUTHORIZED BODY FOR REVIEWING THE CEO'S COMPENSATION. THE COMMITTEE RELIED UPON COMPARABILITY DATA OBTAINED BY AN INDEPENDENT CONSULTANT WHEN APPROVING THE PRESIDENT'S 2011 COMPENSATION AND DISCUSSED THEIR FINDINGS WITH THE ORGANIZATION'S BOARD AND DOCUMENTED THEIR DECISIONS IN THE BOARD MINUTES. PART VI, LINE 15B: CHA'S COMPENSATION COMMITTEE IS THE "AUTHORIZED BODY" OF THE BOARD FOR REVIEWING COMPENSATION OF CERTAIN OFFICERS AND KEY EMPLOYEES OF CHA AND ITS SUBSIDIARIES, INCLUDING THE ORGANIZATION. THE COMPENSATION COMMITTEE CONSISTS OF INDEPENDENT MEMBERS AND REVIEWS AND RECOMMENDS COMPENSATION BASED ON MARKET DATA AND BENCHMARKS PROVIDED BY INDEPENDENT CONSULTANTS. THE ORGANIZATION HAS TAKEN STEPS TO ENSURE COMPENSATION FOR ALL OFFICERS AND KEY EMPLOYEES IS INCLUDED IN THIS PROCESS GOING FORWARD. PART VI, LINE 19: The governing documents, conflict of interest policy and financial statements are available to the public upon request either by mail or in person at the organization's office, depending on the form of request. PART VII The following individuals served as board TRUSTEEs of Whidden Memorial Hospital through March 2012: Dennis D. Keefe (Terminated July 2011) Allison A. Bayer (Replaced Dennis Keefe effective July 2011) Carol Van Deusen Lukas, Chair Kathy Kosinski, MD John Brusch, MD Richard Defilippi, PHD Renae Gray Bill Hart Heather A. Connolly Timothy Lenicheck Isaac M. Machado Federick E. Cafasso Michael A. Chiu Vincent J. Patalano II, MD Thomas Stella Assaad Sayah, MD The following individuals served as board TRUSTEEs of Whidden Memorial Hospital effective March 2012: Mary Cassesso, Chair Carol Van Deusen Lukas Joshua Posner Moacir Barbosa Isaac M. Machado Ellen Semonoff, Vice-Chair David Bor, MD Steve Manos Maxwell Solet Nancy Busnach Gerald McCue Deborah Klein Walker Louis DePasquale Kathleen McGilvray Patrick R. Wardell Francis H. Duehay Jane Metzger Lucian Leape, MD Paula A. Paris The following individuals work an average of 50 hours per week at Cambridge Health Alliance and its related organizations, and receive compensation from related organizations: Dennis D. KEEFE Gordon H. Boudrow, Jr. Connie Young Paul Allison Allison A. Bayer Judy Klickstein Priscilla Dasse Joan Bennet David Bor, MD Carol Mitchell Lynn Budlong Tenney Gerald Steinberg Elizabeth Cadigan Barry Hilts John Brusch, MD Vincent J Patalano II, MD Assaad Sayah, MD Roberta Collins PART XI, LINE 5 Other changes in net assets or fund balances include the following 1) Release of Restricted Donations to Income ($377) 2) Intercompany Fund Balance Transfer ($1,870,557)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.