Arizona Health-E Connection

“The board, by resolution, shall appoint an executive committee of up to six (6) members which shall have full authority to act in place of the board between meetings of the board in all matters except for those specific matters reserved to the entire board by section 6.2 of the bylaws. The members of the executive committee all must be directors and must be in good standing. The board chair shall serve as the chair of the executive committee, either ex officio without a vote unless appointed by the board as one of the committee members, and then with a vote. The executive committee, by a two-thirds vote, may designate any action as immediately effective and such immediately-effective action shall not require or be subject to board ratification or modification, except as a separate subsequent action of the board. Minutes of proceedings of the executive committee shall be prepared and distributed to all directors. During a local emergency, a state of emergency, or a state of war emergency, as defined in a.r.s. 26-301, then notwithstanding section 6.2 of these bylaws, the executive committee may exercise the authority of the board regarding board and committee vacancies and membership, adoption of emergency bylaws as provided in a.r.s. 10-3207, and compensation if a quorum of board cannot readily be assembled.”

“Board of directors are engaged in businesses related to and compatible with the healthcare industry. As such they are frequently in the position to procure goods and services from each other in the daily operation of their businesses.”

“The articles of incorporation and bylaws were updated to reflect that the organization has one sole member, contexture, a colorado nonprofit recognized as tax-exempt under section 501(c)(3) of the code.”

“The corporation shall have one member. The sole member of the corporation is contexture, a colorado nonprofit recognized as tax-exempt under section 501(c)(3) of the code.”

“The sole member, contexture, has the power and authority to appoint the members of the board.”

“The sole member, contexture, has the power to amend and restate the articles of incorporation and bylaws.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the finance committee and board of directors for their review and comments prior to filing with the irs.”

“Annually each director, key employee, council member and workgroup member fills out and submits a new conflict of interest disclosure form. The form is reviewed by executive management/leadership to denote any stated conflicts and then is kept on file for the duration of the year and if any changes in circumstances occur, an updated form must be submitted. Board reviews/approves as part of consent agenda. The ceo reviews information submitted quarterly to ensure that any potential conflicts are addressed and that all paperwork is up-to-date.”

“Ceo compensation is determined by the executive committee and approved by the entire board. Towers watson has provided a benchmark survey for all executive positions which is used to determine if salaries are in proper ranges. This is then documented in the ceo's personnel file. This process was completed during 2021. New or reclassified positions are reviewed by the supervisor of the human resources department to evaluate the duties. The compensation is determined after comparing to similar positions using a variety of corporate, non profit and governmental information. In early 2021, the employers council prepared a comprehensive salary analysis of all positions within the organization. Pay ranges were established an adjustments were made as necessary. This is then documented in the employee's personnel file.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“As a 501(c)(3) organization, health current is comprised of a variety of stakeholders of the healthcare industry (hospitals, insurance firms, providers, associations). Directors are required to be in key decision-making positions of their companies (ceo, cio, etc.). As such, health current is frequently in the position to procure goods and services from directors whose businesses are directly related to the purpose and mission of health current. These transactions are conducted at arms-length and properly documented.”

“Capital transfer to parent -5,000,200.”

“There has been no change in either the oversight process or the selection process during the tax year.”