Caresource Management Group Co

“CareSource Management Group Co filed an amended Code of Regulations effective May 20, 2019. The amended Code of Regulations includes the following changes: (1) A provision was added stating that the Corporation's corporate headquarters and principal place of business shall be maintained in the Dayton Area and require its Chief Executive Officer and his/her direct reports to maintain a principal residence in the Dayton Area; (2) The number of Directors changed from less than 7 nor more than 11" to "no more than 11added that the CEO must be a member; (3) A provision was added stating that the powers of the Corporation shall be managed under the direction of the Board; (4) The requirement that CareSource elect one of its officers or trustees to serve as a member of the Board was removed, and qualifications of directors was further defined; (5) The process for nomination and election of Directors was established; (6) Term limits were updated; (7) A provision was added stating that Board Compensation would be determined at the Board's discretion and upon recommendation by the Compensation Committee; (8) A section was added which defines presumed assent; (9) A section was added surrounding conduct of meetings; (9) A requirement that the Chairman be an independent Director was added; (10) The office of President was created and duties established, and the President shall be the Chief Executive Officer of the Corporation; (11) A provision was added stating that the Treasurer shall be the Chief Financial Officer and no bond shall be required, and the duties were further delineated; (12) A provision was added stating that the Secretary shall be the Chief Legal Officer, and the duties were further delineated; (13) It was established that only the Chairman and Vice Chairman terms shall be for one year while the President, Treasurer, and Secretary shall serve for as long as each remains in position commensurate with office; (14) The signing authority for the Officers was established; (15) The article entitled "Duty of Board," which set forth the number of CSMG Board members to be appointed to each of the Board Committees, was removed; (16) The article entitled "Powers of Trustees," which contained sections pertaining to Corporate Property, Gifts, Management, and Disbursements, was removed; (17) A requirement was added for the Risk Committee to annually review the Corporation's insurance policies to ensure they provide adequate amounts and types of coverage; (18) The previous wording for Conflicts of Interest was removed and replaced with wording stating that the Board will manage conflicts of interest and potential conflicts of interest in accordance with the Conflict of Interest Policy; (19) The Article on Committees was updated including committee appointments and committee voting; (20) An Article setting forth the recordkeeping requirements, along with inspection of records by Directors was added; (21) The Article which set forth the supported organizations of CareSource Management Group Co was removed; (22) A new article was added establishing certain provisions in the Code of Regulations as permanent principles that are subject to the terms and conditions of the Membership Agreement between CSOH and CSMG.”

“All Directors of the Board of Directors of CareSource Management Group Co are elected by the Board of Directors of CareSource Management Group Co EXCEPT one (1) Director is not elected by the Board of Directors of CareSource Management Group Co. This Director is elected by CareSource, a supported organization of 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 for their review prior to the time of filing Form 990. The Form 990 was reviewed by the CEO, CFO, VP Treasury, Director Tax, an outside CPA firm, outside legal counsel, and by general counsel prior to filing Form 990 with the IRS.”

“Annually, each director, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person has reviewed the Statement of Ethical Behavior and Conflict of Interest and Conflicts of Interest Corporate Governance Principles. 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 director has no vote on the matter involved with the conflict of interest. At the beginning of each regularly scheduled Board Meeting, the Board Members are asked to disclose if they have a Conflict of Interest on any item contained in the agenda. In addition, the Board Members are also asked to inform the Board if a Conflict of Interest arises during the course of the Board Meeting. When such a conflict is disclosed, then the procedure outlined above is implemented.”

“The Compensation Committee consists of Board Members who are Independent. The Compensation Committee establishes the Company's general compensation philosophy and oversees and approves the development, adoption and implementation of compensation plans and programs for the company's officers and executives. The Compensation Committee receives a Report of comparability data prepared by an independent compensation consultant 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 Minutes of each meeting are prepared, distributed and approved at the next regularly scheduled Compensation Committee meeting. The Compensation Consultant does no other business with the CareSource Family of Companies other than determining the reasonableness of compensation. At least annually, the Compensation Committee assesses the work of the compensation consultants.”

“The company's Form 1023 is available for public inspection upon request, and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company does not make its audited financial statements available to the public. The company's articles of incorporation are available on the Ohio Secretary of State's website at www.sos.state.oh.us.”

“Change in Net Assets is inclusive of the following: (1) Change in Investment in Subsidiary $873,082 and (2) partial refund of a past grant to Cuyahoga County $16,508.”

“Description:consulting total fees:xxx-xx-xxxx”