North Carolina Community Care Networks Inc.

“North carolina community care networks has independent contractors that served in the roles of president, chief financial officer and assistant treasurer, chief of staff, and chief information officer during part of the year.”

“The following represent significant changes made to governing documents: the board of directors shall consist of not less that five nor more than thirteen persons. Directors need not be members of the corporation, but shall be composed of individuals with experience in health care including: (i) an individual with health care finance or health actuarial expertise; (ii) an individual with expertise in health information technology; (iii) representatives of the provider community; (iv) an individual with knowledge of and experience working in the health insurance industry, and (v) individuals that broadly represent participants in the community care of north carolina program. Processes for terms, nomination, approval, election, and removal shall be set by and are reserved to the corporate member. The president of the corporation, ex officio, shall be a member of the board of directors. A majority of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business. See schedule o responses to form 990, part vi, questions 6 and 7 for additional changes to governing documents.”

“The sole corporate member shall be community care of north carolina, inc. The corporate member shall act through its board of directors and shall be entitled to vote on all matters reserved to the corporate member, unless otherwise specified in the bylaws. The term of the corporate member shall be perpetual.”

“The corporate member shall have the right to approve the appointment of a director of the corporation.”

“The following represent governance decisions subject to approval of the corporate member: 1) operating and capital budgets of the corporation, 2) incurrence of indebtedness, 3) proposed sale, lease, exchange, or other disposition of substantially all of the organization's property, 4) appointment or removal of the president or director of the corporation, 5) voluntary dissolution of the corporation, 6) vendor agreements involving 20% or more of the corporation's operating expense, and 6) establishment of long range plans and strategies.”

“Form 990 is reviewed by management and provided to each voting member of the board in full before filing with the internal revenue service.”

“Each director, principal officer and employee signs a statement annually. The corporation shall conduct periodic reviews of its activities to ensure that it is operating in a manner consistent with its charitable purposes and that it is not engaging in activities that could jeopardize its status as an organization exempt from federal income tax. In addition, if the board of directors or president/ceo has reasonable cause to believe that a director, officer, or employee failed to disclose actual or possible conflicts of interest, it shall inform such member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the reponse and after making such further investigation as may be warranted under the circumstance, the board of directors determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The evaluation and compensation committee recommended, and the board approved, a corporate compensation philosophy on june 3, 2013. The philosophy includes: paying at a level to attract and retain qualified and talented executives; compensation based on benchmarks and similarly sized non-profits with similar executive structures; compensation at or slightly above median; base salary increases linked to performance and skills. Executive compensation is evaluated and approved by the evaluation and compensation committee and ratified by the board of directors. Ceo compensation is approved by the board of directors.”

“All governing documents, conflict of interest policy and financial statements are available upon written request at the office of the organization.”

“Michelle brooks - 4207 dunhagan road, greenville, nc 27858. Marci miles - 3000 aerial center parkway ste. 101, morrisville, nc 27560. John morrow, md - 201 government circle, greenville, nc 27834. Gary salamido - 701 corporate center drive, ste 400, raleigh, nc 27607. Tom sibert, md - 760 scott road, lewisville, nc 27023. Paul cunningham, md - 600 moye blvd, ad52, greenville, nc 27834. Pam shipman - 4855 milestone ave, kannapolis, nc 28081. William pully - 2400 weston pkwy, cary, nc 27513. Daniel a. Edelson - 8104 fallston court, raleigh, nc 27613. Michael s. Lancaster - 2320 honeysuckle court, chapel hill, nc 27514. Michael rhoades - 5100 northcreek drive, wilmington, nc 28409. Elizabeth tilson, md - 2500 blue ridge road, ste 330, raleigh, nc 27607. Brian toomey - 299 lloyd street, carrboro, nc 27510. Richard hudspeth, md - 53 south french blvd, suite 306, asheville, nc 28801. Lydia newman - 1209 culbreth drive, suite 200, wilmington, nc 28405.”

“North carolina community care networks has not changed their oversight process of the audit nor their selection process for their independent accountant from prior years. The finance committee serves as the overseeing committee for the audit process.”