Caresource Management Group Co

“The Form 990 was provided to the organization's Finance committee for their review of the return prior to the time of filing Form 990. The Form 990 was made available to each voting member of the governing body of the organization and was reviewed during the course of a special board meeting prior to the time of filing the Form 990. The Form 990 was reviewed by the CEO, CFO, an outside CPA firm, outside legal counsel, and by general counsel prior to filing with the IRS.”

“Annually, each trustee, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person a) has received a copy of the conflicts of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, and d) understands that the organization is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or conflict of interest and must be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/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. 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. The conflicted trustee has no vote on the matter involved with the conflict of interest. At the beginning of each Board Meeting and Committee Meeting, the Board Members and Committee Members are asked to disclose if they have a Conflict of Interest on any item contained in the agenda. In addition, the Board Members and Committee Members are also asked to inform the board if a Conflict of Interest arises during the course of the Board or Committee Meeting. When such a conflict is disclosed, then the procedure outlined above is implemented. In addition, a Conflict of Interest Schedule is kept with respect to each declared Conflict of Interest during the course of a Board or Committee meeting. On an annual basis, the Nominating and Governance Committee reviews each Conflict of Interest raised by a Board or Committee Member. Also, the Nominating and Governance Committee conducts a bi-annual evaluation of the Board Members' performance during the course of the Board Meetings and Committee Meetings. The review includes but is not limited to the Board Member's engagement, participation, contributions to board business, attendance, and any absence from a meeting due to a conflict of interest. The Conflicts of Interest declared by the Board Members are reviewed on an annual basis by the Nominating and Governance Committee to make sure all policies on Conflict of Interest are adhered to by the Boards, the Committees and the Individual Board or Committee Member.”

“The Executive Compensation Committee consists of Board Members who are Independent. The process used to determine compensation for the individuals listed on Part VII and Schedule J, Part II include a review by the Independent Board Members after they have received a report of comparability data prepared by an independent company surveying data for comparable organizations' reasonable compensation. The comparability data is presented to the Independent Board members in a written document in advance of the meeting and the independent comparability study is presented by the author of the study during the course of the meeting. In addition, the Independent Board members' decision and rationale are captured in minutes that are prepared and signed in a contemporaneous substantiation of the deliberation and decisional process of the Independent Board. This process is followed with respect to all employed corporate officers and the top executives of the CareSource Family of Companies, in order to establish reasonable executive compensation.”

“The company's Form 1023 and Form 990 are available for public inspection upon request. The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The company's articles of incorporation are available on the Ohio Secretary of State's website at www.sos.state.oh.us.”

“All Trustees of the Board of Trustees of CareSource Management Group Co are elected by the Board of Trustees of CareSource Management Group Co EXCEPT one (1) Trustee is not elected by the Board of Trustees of CareSource Management Group Co. This Trustee is elected by CareSource, a supported organization of CareSource Management Group Co.”

“The following listed persons split their time between all the entities of the CareSource family of companies: Pamela Morris, Craig Thiele MD, L Tarlton Thomas III, Bobby Jones, Mark Chilson, Paul Stoddard, Dan McCabe, Dave Mezzanotte, Samuel George, James Gartner, and Christina Turner. The total hours worked by each listed person exceeds 60 hours per week for the combined CareSource family of companies, and as a general practice is allocated among the following entities: CareSource, 75%; CareSource Management Group Co, CareSource Reinsurance LLC and CareSource Insurance LLC, 23%; The CareSource Foundation, CareSource Indiana, Inc., and CareSource Management Services Co, 2%. Listed person Stephen Ringel is devoted primarily to related entity, CareSource.”

“The Articles of Incorporation were Amended to provide that the Corporation is formed to act for the benefit of, and to carry out, as a supporting organization, the purposes of CareSource, CareSource Indiana and any other affiliated not for profit tax exempt organization which operates consistently with section 501 (c) (3) of the Code and which are not a private foundation pursuant to either section 509 (a)(1) or section 509 (a) (2) of the Code. Also the Articles of Incorporation were Amended to provide that the Corporation has the power to receive and administer funds for charitable purposes in any manner not prohibited by section 501 (c)(3) of the Internal Revenue Code of 1986. Also the Articles of Incorporation were amended to provide that the Corporation will be operated in a manner not inconsistent with Section 509 (a) of the Code. Copies of the Amendments were sent to the Internal Revenue Service at the time the Articles were amended in 2013.”

“(1) Capital contribution to subsidiary CareSource Management Services Co in the amount of ($3,200,000); other intercompany transfers of 107,693, for a total adjustment of ($3,007,693).”

“Description:recruiting & temporary svcs total fees:3217692”

“Description:consulting & contracting svcs total fees:35668617”