Priority Health Choice Inc

“Elif oker md, kimberly thomas, michael jasperson, nicholas gates, and praveen thadani have a business relationship as they serve as an officer or director of php holding company, a related taxable entity. Elif oker md, kimberly thomas, michael jasperson, nicholas gates, and praveen thadani have a business relationship as they serve as an officer or director of priority health insurance company, a related taxable entity. Kimberly thomas, nicholas gates, praveen thadani have a business relationship as they serve as an officer or director of priority health managed benefits, inc., a related taxable entity.”

“The filing organization entered into an agreement with priority health managed benefits, inc., a wholly owned subsidiary of corewell health, to provide personnel, office space, and supplies necessary to carry out business operations. Priority health managed benefits, inc. Facilitates payment of most management, operational, and administrative expenses on behalf of the filing organization.”

“The parent organization is priority health, a tax-exempt 501(c)(4) organization. Priority health controls 100% of the organization. Priority health has two shareholders as follows: corewell health, class a shareholder - 94.44% munson healthcare, class b shareholder - 5.56% all shareholders of priority health are tax-exempt internal revenue code section 501(c)(3) organizations.”

“Election of members and their rights from priority health choice, inc. Bylaws: article v section 2. Number and class of directors. The board of directors will be comprised of no less than three (3) and no more than nine (9) directors.”

“Decisions requiring approval by members or stockholders from priority health choice, inc. Bylaws: section 1. Votes. Each shareholder of record as determined in accordance with section 2 of this article will, at every meeting of shareholders, be entitled to one (1) vote in person or by proxy for each share of capital voting stock of the corporation held by the shareholder. A vote may be cast either verbally or in writing. Unless the articles of incorporation or bylaws state otherwise, all matters will be determined by the vote of the holders of a majority of the issued and outstanding stock in the corporation. Section 2. Record date for determination of shareholders. For the purpose of determining shareholders entitled to notice of, and to vote at, a meeting of shareholders, or any adjourned meeting, or to express consent to or dissent from a proposal without a meeting, or for the purpose of any other action, the board of directors may fix in advance a date, not more than sixty (60) days nor less than twenty-one (21) days before the date of the meeting or other action, as the record date for the determination of shareholders. Section 3. Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. No proxy will be deemed operative unless and until signed by the shareholder or the shareholder's authorized agent or representative and filed with the corporation. Unless otherwise provided in the proxy, a proxy is valid only for three (3) years from its date. Section 4. Annual budget and strategic plan. The shareholders will approve the annual budget and strategic plan for the corporation. Section 5. Power to elect president. The shareholders will select the president of the corporation who may be someone who is not a member of the board of directors. Section 6. Removal of officers and agents. Any officer or agent may be removed by the shareholders whenever, in their judgment, the business interests of the corporation will be served by the removal. Section 7. Delegation of powers. For any reason they deem sufficient, whether occasioned by absence or otherwise, the shareholders may delegate all or any of the powers and duties of any officer to any other officer or director. Section 8. Power to require bonds. The shareholders may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of the officer's or agent's duties.”

“The form 990 is prepared by corewell health corporate tax. It is reviewed by the corporate tax manager and the director of tax. It is then reviewed by the organization's finance and legal departments. A copy of the form 990 is then provided to each member of the governing body. All questions are addressed prior to filing the form 990.”

“1. Conflicts of interest must be disclosed, via an annual electronic disclosure process and verbally at each board and board committee meeting as part of the declaration of conflict of interest prior to discussion of any agenda items. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board or committee which is considering that transaction or arrangement, but after that presentation he/she shall leave the meeting before discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board or the committee chair shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to aconflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board ofdirectors or committee. 7. There is an ongoing requirement that members of the board and board committees update their annual disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. Management 1. Upon acceptance of an employment offer, each member of management (directors and above) completes a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's system compliance department. A copy of the member of management's disclosure is reviewed by the organization's compliance operations analyst and escalated to the appropriate executive leadership team, if necessary. 2. Annually, each member of management (directors and above) completes an annual conflict of interest disclosure questionnaire electronically. If there is an affirmative disclosure, the questionnaire is reviewed by the appropriate executive leadership team. 3. There is an ongoing requirement to update the disclosure questionnaire when a new potential conflict of interest arises. Updated disclosures follow the same process as initial disclosures described above. 4. The compliance officer, in consultation with executive management, determines how reported conflicts should be managed. Management of a conflict may take a variety of different forms from implementation of a management plan to requiring that the member of management cease the activity creating the conflict or, in extreme cases, leave the organi”

“The organization's articles of incorporation and statutory financial statements are on file with the state of michigan and available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public.”

“Change in nonadmitted assets -461,625. Transfer from affiliate -45,000,000.”

“The organization's financial statements are audited annually by an independent accounting firm. The parent organization issues gaap basis financial statements which are prepared on a consolidated basis. The organization is included in the consolidated financial statements. The organization is audited annually on a stand alone basis and issues financial statements which are prepared in accordance with sap (statutory accounting principles), as required by regulatory authorities. The amounts in this form 990 reconcile to the financial statements prepared under statutory accounting principles as submitted to the state of michigan and the national association of insurance commissioners (naic).”

“No change in oversight from prior year.”