Vermont Information Technology Leaders Inc.

“On december 18, 2018 the vitl board voted to update the vitl by-laws as follows: 1. Added wording to specify that an unvoluntarily removed director "will not be eligible for an additional term". 2. Section on board of director vacancies was updated to remove language related to a previous vermont statute regarding the composition of the vitl board and to specify the term of a director elected to fill a vacancy prior to the annual meeting. 3. Wording was added to address cooperation with state of vermont committees. 4. The executive committee's responsibilities were clarified to include the review of the corporation's by-laws, organizational structure and nomination of candidates for the board. 5. The finance committee's responsibilities were clarified to add the review and recommendation for adoption of vitl's annual budget and tax return. 6. The following committees were removed from the by-laws: governance & nominating committee, provider advisory committee, and consumer advisory committee. 7. Technology committee responsibilities were further clarified and streamlined. 8. Additional wording was added to clarify the section on financially disinterested majority. 9. Modified the conflict of interest section to remove language linking it to make it subject to conflict of interest policies established by the secretary of administration of the state of vermont. 10. By-laws were modified to include wording identifying the vitl's president/ceo as an ex officio member of vitl's board of directors. 11. Removed "vice president" position from the by-laws. 12. Additional wording was added to clarify role of the "secretary".”

“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.”

“Vitl makes its by-laws, conflict of interest policy and audited financial statements available to the public on its website.”