Chesapeake Regional Information System for Our Patients Inc.

“The fifteen (15) voting directors of the board, whether representing a member organization, the maryland department of health, or an at-large elected seat each contribute one vote, with no reserved powers. Certain duties are delegated to executive, audit & compliance, and nominating committees of the board per the bylaws. 8.2.1 audit and compliance committee. The audit and compliance committee shall consistof four (4) members of the board of directors, and shall include at least one (1) director appointed by the secretary of the department of health. The audit and compliance committee shall be directly responsible for the appointment, compensation, and oversight of the work of any accountant or accounting firm employed by the corporation for the purpose of preparing or issuing an audit report or related work, and each such accountant or accounting firm shall report directly to the committee. The committee shall establish procedures for: (a) the receipt, retention, and treatment of complaints received by the corporation regarding accounting, internal accounting controls, auditing or compliance matters; and (b) the confidential, anonymous submission by employees of the corporation of concerns regarding questionable accounting, auditing or other financial or other compliance matters. 8.2.2. Executive committee. The executive committee shall consist of at least five (5) and no more than seven(7) members of the board of directors (except as provided in the next sentence), selected as follows: one (1) director appointed by each class a member, one (1) director appointed by the class b member and one (1) director appointed by the secretary of the mdh. The chair of the board of directors, who shall also ex officio be a designated director of the executive committee, shall preside at any and all meetings of the executive committee; provided that, in the event that the chair of the board of directors is not a member or a mdh appointee, the executive committee shall consist of six (6) members. The board of directors may, in its sole discretion, appoint at least (1) chief information officer (if any meet the foregoing criteria) and at least one (1) physician (if any meet the foregoing criteria) to serve as directors on the executive committee. Subject to the respective provisions of section 6.3 and section 6.16 hereof (and any other provisions of applicable law), when the board of directors is not in session, the executive committee shall have and may exercise any and all of the powers and authority of the board of directors, except to the extent, if any, that such powers and authority shall be limited by resolution of the entire board of directors. In addition, for the avoidance of doubt, the executive committee shall not have the power or authority to elect or remove directors nor amend the corporation's articles of incorporation and/or these bylaws. The executive committee's ability to exercise any of the aforementioned powers or authority shall remain subject to the direction and control of the board of directors at all times. 8.2.3 nominating committee. The nominating committee shall consist of at least four (4) members of the board of directors, and shall include the chair of the board and the vice chair of the board and at least one (1) member of the board not appointed by a member. The nominating committee shall be responsible for recommending to the board of directors candidates for the board for which it has nominating responsibility under section 6.2 of the bylaws and for recommending non-board members of advisory committees described in section 8.3.”

“In september 2022, the board approved and adopted the following changes to the organization's bylaws (now fifth amended and restated version): technology committee as a substantive change, technology was removed from the list of standing advisory committees noted in the bylaws. Relevant language was removed from page 11 of the document. Health data utility references incorporated new references to the organization as a statewide health data utility' in response to the passage of maryland's hb 1127. This reference appears on pages 1 and 14 of the bylaws document. Administrative changes the organization's resident agent information has been updated. This change appears on page 1 of the document. Other administrative adjustments, such as revised title, date, and version information are reflected at the top of page 1 and within the document headers and footers.”

“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.”

“The purpose of this conflict of interest policy is to protect the chesapeake regional information system for our patients, inc. (the organization's") interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or senior manager of the organization. Any director, officer, member of a board committee, or senior manager who has a direct or indirect financial interest with the organization is an interested person. In connection with any actual or possible financial conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the board of directors or members of committees considering the proposed transaction or arrangement. The disclosure required by this section shall be in writing, on a form prescribed by the board, and shall be submitted no less frequently than annually. Disclosure forms shall be updated on an interim basis by the interested person whenever there has been a material change in the underlying facts and circumstances. After disclosure of the financial interest and all material facts, and after any discussion with the interested person desired by the board or committee, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The minutes of the board and all committees shall contain-- 1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. To ensure the organization 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 the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.”

“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 sources were used to determine salary ranges based on market research. The process described here was last completed in 2023.”

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

“Contract services: program service expenses 25,336,181. Management and general expenses 3,983,511. Fundraising expenses 0. Total expenses 29,319,692. Deap/user fee credits: program service expenses 24,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 24,000.”