Healthlinc Incorporated

“Line 7A: The Board of Directors shall consist of a minimum of seven (7) directors, in addition to the Executive Director. The number of directors may be changed from time to time by resolution of the Board of Directors. No later than four weeks before the Corporations annual meeting, the Board Nominating Committee shall nominate a slate of qualified candidates to be presented to Indiana University Health Bloomington, Inc. ("IU Health Bloomington") for approval as Directors of the Corporation. If IU Health Bloomington approves the slate of candidates, then the slate shall be presented to the Board of Directors for election at the Corporations annual meeting. If IU Health Bloomington does not approve the slate of candidates, then the Board of Directors (or its duly authorized committee) shall reconvene to provide a new or revised slate of qualified candidates to again be present to IU Health Bloomington for approval. In all instances, the slate of qualified candidates shall be comprised of individuals such that the Board of Directors is composed of members from the following organizations or individuals who serve the identified capacities: 1 Director the Executive Director of HealthLINC (ex officio, non-voting) 3 Directors affiliated with IU Health Bloomington 3 Directors affiliated with the medical community (at least one must be a physician) 2 Directors representatives from the Community (at least one must reside outside of Monroe County) Line 7B: From the date of incorporation until a date ending upon the later of: (i) two years from the date of incorporation, or (ii) the date upon which the Corporations revenues for services provided by the Corporation to Network Access Subscribers is sufficient to pay for all expenses of the Corporation, IU Health Bloomington reserves the right to: - Approve the appointment to the Board of Directors of any person; - Approve any contracts for any entity to participate as a Content Provider or a Network Access Subscriber to the Health Information Exchanges ("HIE"); - Approve the strategy and annual budget of the Corporation; - Approval of any loans to the Corporation and approval of an issuance of indebtedness by the Corporation; - Approval of any grant applications submitted on behalf of the Corporation; - Approve the execution of any contract to which the Corporation is a party; and, - Approve the selection and retention of the Corporations Executive Director At any dates that are at least two years from the date of incorporation, IU Health Bloomington may review the financial position of the Corporation to determine whether the Corporation is financially self-supportive, or if not, whether the corporation may become financially self-supportive in the reasonably foreseeable future. If upon any of these review dates IU Health Bloomington determines, in its sole discretion, that the Corporation is not financially self-supporting and will not be financially self-supporting in the reasonably foreseeable future, IU Health Bloomington may withdraw its financial support of the Corporation only after the passing of a sixty (60) day period commencing on the date that IU Health Bloomington provides notice to the Corporations Board of Directors. If this results in the dissolution and winding up of the Corporation, the net assets of the Corporation shall be distributed to IU Health Bloomington. Only upon the date that IU Health Bloomington determines, in its sole discretion, that the Corporation is financially self-supportive will the reserved rights provided to IU Health Bloomington lapse.”

“The Executive Director reviewed and approved the Form 990 prior to its filing.”

“HealthLINC is part of the IU Health system. As the sole member and controlling parent of IU Health Bloomington, the controlling parent of HealthLINC, IU Health and its Board of Directors have mandated that certain policies be followed to ensure greater standardization throughout the system. Thus, HealthLINC's Board of Directors was not required to separately adopt a conflict of interest, whistleblower, document retention and destruction and joint venture policies because IU Health's Board of Directors had already adopted and required these policies to be followed by its subsidiaries.”

“HealthLINC follows IU Healths Conflict of Interest Policy. IU Healths Conflict of Interest Policy includes the following provisions: All IU Health employees, associates, colleagues and contracted personnel, including employed physicians and paid medical directors ("IU Health Representatives") are covered by and subject to its Conflict of Interest Policy. IU Health regularly and consistently monitors and enforces compliance with the policy through the following procedures: (a) On an annual basis, each IU Health Representative at the level of Manager or above, together with every other person designated by the Corporate Compliance Department ("Department"), must complete, sign and submit a Conflict of Interest Questionnaire ("Questionnaire") to the Department. Governing board members, committee members, corporate officers, medical staff and researchers must comply with the administrative requirements noted in the respective policies and procedures relative to those areas. (b) An IU Health Representative must supplement a Questionnaire in writing, if after completion of the original Questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original Questionnaire if the situation had existed or been anticipated at the time of completion of the original Questionnaire. (c) If a fully and properly completed Questionnaire reveals facts or other information that might reasonably indicate a Conflict of Interest or violation of the policy, the IU Health Representative completing the questionnaire must secure approval by his/her supervisor, evidenced in writing. (d) The Department will review each Questionnaire and determine whether a Conflict of Interest exists and, if so, whether and how it should or may be eliminated, avoided or managed in order to comply with the spirit of the policy and with the best interests of IU Health and its patients. In making the determination, the Corporate Compliance Department may consult with the IU Health Representatives supervisor and other appropriate individuals and groups. (e) The scope of the policy is not limited to those who are required to complete Questionnaires. If an IU Health Representative is involved in a situation or relationship that would constitute a violation of the policy in the absence of disclosure and approval as described above, then the IU Health Representative must disclose the matter to his/her supervisor, secure his/her supervisors approval in writing, and disclose the matter to the Department. Otherwise, the IU Health Representative is in violation of the policy and subject to corrective action, up to and including termination. (f) The Chief Compliance Officer, in consultation with onsite Compliance personnel, may from time to time appoint standing or ad hoc committees to assist in resolving issues that arise under provisions of the policy.”

“HealthLINCs Executive Director is employed by IU Health Bloomington. IU Health Bloomingtons process for determining compensation is as follows: IU Health Bloomington has a formal written policy governing the compensation for its Executive Director, CFO, and all other members of its senior leadership group ("SLG"). The policy provides that the compensation and/or benefits for the SLG are to be reviewed on an annual basis, with any changes approved, by the Compensation Committee. The Compensation Committee is comprised of independent members and members of IU Health Bloomingtons administrative staff shall not be present while discussions are being held. Any proposed changes in compensation and/or benefits for the SLG that come before the Compensation Committee are required to be reasonable and market competitive based upon market comparability data supplied by an independent compensation consulting firm directly hired by the Compensation Committee. Written minutes of the Compensation Committees meetings shall be kept, containing a list of the members involved in the decision-making process, documentation of the independence of such members, and what decisions were made. Following approval by the Compensation Committee, any changes are then disclosed to the Board of Directors at its next regularly scheduled meeting.”

“HealthLINCs Articles of Incorporation are available to the public through the Indiana Secretary of State's web-site. HealthLINCs conflict of interest policy is described on Form 990, Schedule O. HealthLINC is a subsidiary in IU Health's Consolidated Audited Financial Statements. IU Health's Consolidated Audited Financial Statements are available for public inspection through its bond filings and as an attachment to IU Health's Form 990.”

“Description:professional fees/shared svcs total fees:721159”