North Carolina Health Information Exchange

“The sole corporate member is community care of north carolina, inc. The member acts through its board of directors and is entitled to vote on all matters reserved to the corporate member.”

“The board of directors is elected/appointed by the organization's sole corporate member. Processes for terms, nomination, approval, election and removal are set by and are reserved to the corporate member.”

“The corporate member has the right to approve the following actions, provided those actions have been previously approved by nc hie's board of directors: a) approval of annual operating and capital budgets, and any material variances therefrom, and approval of long-range financial plans b) approval of the incurrence of any indebtedness in excess of the amounts determined from time to time by resolution of this corporation's corporate member c) approval of mergers or consolidations with any domestic or foreign corporation d) the sale, transfer, encumbrance or other disposition of assets with a fair market value in excess of an amount determined from time to time by this corporation's corporate member other than in the ordinary course of business e) appointment or removal of the president f) appointment or removal of a director g) amendments to the articles of incorporation and/or bylaws h) voluntary dissolution i) approval of vendor agreements involving twenty percent or more of the corporation's operating expense j) establishment of long range plans and strategies for this corporation, including issues relating to marketing, strategic direction, and ongoing operations k) development of policies regarding the implementation of any of the reserved powers described above”

“Financial management, the manager of accounting and the cfo, will review and approve the 990 tax return. Once approved, financial management will review the 990 with the acting president of the nchie to obtain his approval.”

“Prior to taking his or her position on the board of directors, and annually thereafter, each director shall complete and submit to the secretary of the board of directors a conflict of interest statement as required by nc hie's conflict of interest policy. The board of directors shall become familiar with the statements of all directors in order to guide the conduct of the board of directors should such a conflict arise at such time as any matter comes before the board of directors which involves or may involve a conflict of interest, the affected director shall make known the potential conflict, whether disclosed by his or her written statement or not. Such director shall answer any questions that might be asked of him or her and shall disclose all material facts. Such director shall withdraw from the meeting for so long as the matter shall continue under discussion.”

“The compensation, if any, of all officers and agents of the corporation shall be fixed by the sole corporate member. President compensation is communicated within a contract and is an at will position.”

“All governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“David welker ii - 12324 canolder street, raleigh, nc 27614. Lydia newman - 1314 regatta drive, wilmington, nc 28405.”

“The challenge grant program service ceased.”

“Consulting services : program service expenses 188,819. Management and general expenses 14,201. Fundraising expenses 0. Total expenses 203,020. Other contracted services : program service expenses 347,942. Management and general expenses 0. Fundraising expenses 0. Total expenses 347,942. Training : program service expenses 72,443. Management and general expenses 0. Fundraising expenses 0. Total expenses 72,443.”

“Nc hie has not changed their oversight process of the audit nor their selection process for their independent auditor from prior years.”