Chesapeake Regional Information

“The board of directors may designate from among its members one or more committees ("board committees"). The board may also from time-to-time appoint one or more persons as consulting members of a board committee, without a vote, to serve at the pleasure of the board and such persons need not be directors. The board may also appoint from time-to-time advisory committees ("advisory committees") which may be comprised of or include voting members who are not members of the board of directors. The board of directors shall establish procedures for meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements for each board committee and the number of members and their qualifications for advisory board committees and may also establish such procedures or provide other guidance on operations for advisory committees. Each board committee shall exercise the authority of the board of directors to the extent authorized by resolution or other express delegation of authority by the board of directors. However, a committee may not: (a) approve action that requires member approval; (b) fill vacancies on the board of directors or any of its committees; or (c) approve major decisions set forth in section 6.16 of these bylaws. There shall at all times be, at a minimum, an audit committee.”

“Chesapeake regional information system for our patients, inc. Has two classes of members, class a members and class b members. Class a members can 1) vote on any matters before the members, 2) appoint and remove two directors, 3) select one or more representatives who may attend and speak at the meetings of the members and receive a copy of any materials made available to the members but who shall not have the right to vote as a member, and 4) by a majority of the class a members, to approve any action of the board of directors or a board committee concerning the exercise of the corporation's authority as a class a member of crisp shared services, inc. Class b members can 1) vote on any matters before the members, 2) appoint and remove one director, and 3) select one or more representatives who may attend and speak at the meetings of the members and receive a copy of any materials made available to the members but who shall not have the right to vote as a member.”

“The admission of new members must have the affirmative vote of at least one director appointed by each class a member and at least one director appointed by either the class b or the class c member.”

“A copy of the form 990 is provided to the board of directors before it is filed with the irs.”

“Board members are required to disclose any firm or suspected conflicts of interest at the beginning of the board year, and to disclose via phone or writing of any material changes in circumstance or role that impact or influence their ability to serve the board in an impartial manner.”

“To determine compensation for the organization ceo and officers, an independent executive compensation firm was engaged to conduct an executive compensation analysis. The study benchmarked compensation for similar positions in organizations comparable in size and industries, which were weighted according to relevance: high-tech it, health care, general, and not-for-profit. The analysis included base salary, total cash (variable incentive) and direct compensation, and deferred compensation benefits. The analysis was presented to the adhoc executive compensation committee of the board of directors. At the end of the fiscal year, this committee reviews organizational accomplishments against stated goals and recommends variable incentive pay amounts as well as base salary for the next fiscal year to the executive committee of the board for approval. The board authorizes executive compensation studies periodically as appropriate. For key and other highly compensated employees, independent consulting firms and benchmark sources were used to determine salary ranges based on market benchmarks. The process described here was last completed in 2024.”

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

“Contract services: program service expenses 26,383,850. Management and general expenses 1,526,708. Fundraising expenses 0. Total expenses 27,910,558.”

“The process has not changed from prior year.”