Vermont Information Technology Leaders Inc.

“On june 26, 2018 the vitl board voted to update the following in the by-laws: 1. The principal office of the corporation was changed from montpelier, county of washington to burlington, county of chittenden. 2. The minimum number of directors of the corporation was reduced from 13 to 9. 3. The composition of the directors was changed to "who are representatives of the business community, of health care consumers, of vermont hospitals, of vermont-licensed clinicians, and of health insurers licensed to offer plans in vt, as well as individuals familiar with health information technology, including to the extent practicable, one or more individuals who are or have served as the chief technology officer for a health care facility. The president of the corporation shall serve as a board member". 4. An audit committee was added as a standing committee.”

“Vitl's process to review the form 990 is to provide a copy of the draft to vitl's finance committee for review and approval prior to filing. The approved 990 is provided to the board as an information item prior to filing.”

“Vitl employees and board members are bound by vitl's conflict of interest policy. Per vitl policy, fin-11, "[e]ach interested person shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy, has read and understood the policy, has agreed to comply with the policy and understands that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes." in addition, "[e]ach interested person shall also provide on an annual survey form a list of immediate family members, including spouse, children, grandchildren, parents, siblings and any other person who lives in his/her household, in order that the corporation may have a record of all individuals who may be considered disqualified persons under internal revenue service regulations for the purpose of ensuring compliance with tax exempt status requirements for charitable organizations. Vitl also requires new employees to fill out the survey form as part of our new employee on-boarding process. Vitl's ceo and cfo will review annual staff and new employee survey forms for compliance with this policy. The executive committee of the board shall make periodic reviews of compliance with this policy”

“Per vitl's compensation policy, base compensation rates are recommended for each position by the manager of that position in consultation with human resources and finance. Compensation will be reasonable for the services rendered and when setting compensation consideration will be given to market comparable data, internal equity, formal training, experience, responsibility, and accountability of the candidate/incumbent. Compensation rate changes pursuant to a change in position during the year will be considered and approved by the ceo in their sole discretion. Human resources will recommend the base compensation rates to the ceo for approval. The ceo should ensure that compensation rate ranges are reviewed at least annually, that all individual jobs are market priced at least once every three years, and that pay equity adjustments are administered in a fair and equitable manner. The board of directors or board designated committee shall set the base compensation and performance goals for the ceo. The board of directors or board designated committee shall conduct an annual review of his/her performance and determine the amount of the performance incentive due and merit increase based on market comparable data.”

“On june 26, 2018 the vitl board voted to update the following in the by-laws: 1. The principal office of the corporation was changed from montpelier, county of washington to burlington, county of chittenden. 2. The minimum number of directors of the corporation was reduced from 13 to 9. 3. The composition of the directors was changed to "who are representatives of the business community, of health care consumers, of vermont hospitals, of vermont-licensed clinicians, and of health insurers licensed to offer plans in vt, as well as individuals familiar with health information technology, including to the extent practicable, one or more individuals who are or have served as the chief technology officer for a health care facility. The president of the corporation shall serve as a board member". 4. An audit committee was added as a standing committee.”

“During the fiscal year ended june 30, 2018, vitl's board of directors formed an audit committee whose responbility is to meet with the independent certified public accounting firm that audited the financial statements to review the results of the current year financial statement audit and make a recommendation to the board for acceptance and tak management with corrective actions, if required.”