Arizona Health-E Connection

“There shall be an executive committee of the board of directors which shall consist of the board-appointed officers of the corporation who are also directors, including the ex officio non-voting members of the board who shall be non-voting members of the executive committee, and up to two at-large directors, as appointed by the board of directors. The executive committee shall have the power to transact all regular business of the corporation during the period between board meetings, subject to any limitations imposed by the board of directors, by the bylaws, or by the law.”

“In september 2020, two entities (colorado regional health information organization (corhio) and health current) with health information exchanges entered into a letter of intent regarding a proposed affiliation agreement. The affiliation agreement improves each organizations' ability to serve their respective communities by leveraging the combined expertise, creating a larger regional data utility to improve public and population health, and opening broader revenue opportunities for deeper community-level services and sustainability. Both organizations' boards of directors approved the affiliation agreement to be effective as of july 1, 2021, establishing contexture. Both entities have maintained their separate tax-exempt status. Effective july 1, 2021, the parent organization contexture was established and became the sole member of health current and corhio. Effective january 1, 2022, contexture established contexture, llc as an administrative hub housing the financial administration and employees of the two entities. The activities of contexture llc, colorado regional health information organization and health current have been consolidated within contexture, as contexture exercises control over these entities.”

“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.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board of directors regarding the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board of directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining members of the board of directors shall decide if a conflict of interest exists. The minutes of the board of directors shall contain the names of the persons, the nature of the financial interest and decision as to whether a conflict of interest in fact existed. To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include a review of whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or an excess benefit transaction.”

“The organization's officers and employees are compensated by the sole member, contexture. Ceo compensation is determined by the executive committee and approved by the entire board. An outside consultant provided a benchmark survey for all executive positions which was used to determine if salaries are in proper ranges. This was then documented in the ceo's personnel file. New or reclassified positions are reviewed by the manager and director of human resources to evaluate the duties and see if adjustments are necessary. An outside consultant prepared a comprehensive salary analysis of all positions within the organization (except executive leadership) and assigned a pay grade to each job title. Compa ratios are used to determine individual salaries and any increases are determined through annual performance evaluations. Evaluations are documented and kept in the employee's personnel file. The process described here was last completed in 2022.”

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

“The education and outreach program was discontinued for the current year.”

“The organization does not have any employees beginning in calendar 2022. All employees as represented on the compensation expense line items on the functional expense schedule (part ix) are employed by the sole member, contexture as of january 1, 2022. Therefore, the organization does not issue w-2's for these employees.”

“Capital transfer to parent -20,055,171.”

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