Care Wisconsin Health Plan Inc

“My choice wisconsin, inc. A wisconsin nonprofit 501(c)(3) corporation is the sole member of the organization.”

“Each year at its annual meeting, my choice wisconsin, inc., as the sole member of the organization, shall elect the directors according to the organization's bylaws.”

“The following actions require the prior authorization or approval of my choice wisconsin, inc. As its sole member: a. Merger, conversion into a stock or mutual corporation, or voluntary dissolution of the corporation; b. Amendment or restatement of the articles of incorporation of the corporation or of the bylaws, except as provided in article xiii; c. A transfer or other disposition of all, or substantially all, the property and assets of the corporation; or, d. The establishment, formation, acquisition, merger, consolidation or dissolution of any subsidiary corporation of the corporation. E. Any action that would affect the tax-exempt status of either the corporation or the voting member. F. Action on any matter that is determined to be under the control of the voting member under the articles of incorporation, the bylaws, or chapter 613 of the wisconsin statutes.”

“The chief financial officer performs a review prior to filing the form 990 with the internal revenue service. The form is made available to the members of the board after filing with the irs.”

“The organization has a conflict of interest policy for interested persons that addresses transactions between the organization and any current or former officers, directors, committee members, key employee, staff members, any person in a position to exercise substantial influence over the affairs of the organization, family members, and other related entities. Conflicts disclosed are addressed in accordance with policy summarized below. If an interested person has any actual or potential conflicts of interest, that interested person shall notify the board chair of such conflict in writing, or in the case of a committee member, the committee chair. The interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors or members of a committee with board delegated powers, who are considering the proposed matter that presents the potential conflict. If any staff member has any actual or possible conflicts of interest, he/she shall notify the chief executive officer of such conflict in the context of her/his supervisory role or shall have the discretion to refer the matter to the board. If the board or committee decides a conflict of interest exists, the following procedures shall apply: 1. An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. 2. If the conflict is not resolved by recusal of the interested person, the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement, if applicable. After exercising due diligence, the board or committee shall determine whether the corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 3. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board of committee shall determine by a majority vote of the disinterested whether the transaction or arrangement is in the corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. All conflict of interest determinations will be reflected in the minutes of the board of directors.”

“Compensation reported in form 990, part vii, section a, column (e) were paid by related organization, my choice wisconsin, inc., for services provided to my choice wisconsin health plan, inc. And my choice wisconsin, inc. Compensation reported on the 2024 990 is not for services provided in 2024 but rather separation payments resulting from the sale of my choice health plan, inc. And my choice wisconsin, inc to molina health. Historically, for compensation paid by my choice wisconsin, inc. The finance committee (the committee) of the board of directors of my choice wisconsin, inc was responsible for the annual review of the compensation of the president/ceo of the organization. All members of the committee were independent in determining the compensation of the president/ceo. The committee evaluated the ceo's performance against previously agreed upon criteria, considered comparable market data, then debatedand documented its recommendation of reasonable compensation. The process for determining compensation of officers included a market analysis of comparable positions from similar organizations for benchmarking purposes. This information was reviewed by internal human resources professionals and the ceo. The ceo evaluated the officers performance against previously agreed upon criteria and a decision is made on the officers' salary. 2024 was the final year in which reportable compensation would be paid and reported by my choice wisconsin, inc.”

“Governing documents, conflict of interest policy, and financial statements are not made available to the public.”

“Related party asset transfers -61,722,341.”