Everwell Inc

“Form 990, Part VI, Section A, Line 2 Everwell is part of the Dartmouth-Hitchcock Health System, which owns for-profit subsidiaries that provide services and support the mission of the organizations. AS A RESULT, SOME OFFICERS OF Everwell MAY ALSO BE OFFICERS OF RELATED FOR-PROFITS AND NON-PROFIT ENTITIES. Members of the Organization Form 990, Part VI, Line 6 & 7a The organization is made up of member organizations supported by Everwell. There is a single class of members who shall have such rights as stated within the articles of agreement and bylaws. The members consist of Dartmouth Hitchcock-Health and Elliot Health System, both 501(c)(3) organizations. No other persons or entities are entitled to membership. Each member organization elects representatives to the board of Everwell. Members have the reserved powers to appoint trustees, appoint/discharge the CEO of the corporation, appoint administrator of joint services, change or repeal amendments to the Bylaws that are Board approved, approve Everwell's requests for any contributions from member organizations, and to fulfill obligations under state or federal licensing of the members or affiliates with respect to joint services. IRS Form 990 Review Process Form 990 Part VI, Line 11B The IRS form 990 is prepared internally and reviewed by the Board Treasurer. A copy is provided to the board for review and comments prior to filing. Conflict of Interest Policy Form 990 Part VI, Section B, Line 12C THE EVERWELL BOARD OF TRUSTEES APPROVED A POLICY CONCERNING A VOLUNTARY SELF-DISCLOSURE OF ANY POTENTIAL CONFLICT OF INTEREST. The Dartmouth-Hitchcock Compliance and Audit Services Department conducts an annual survey of all officers and trustees and performs other procedures as considered necessary to report on compliance with the conflict of interest policy. The Department then reports to each board any potential conflicts for their review. Per the policy, any conflicts or otherwise perceived conflicts are required to be addressed by the Board of Trustees on an ongoing basis. In the event a conflict arises, the individual may be removed from participating in any decision making regarding the identified conflict and/or its corresponding transactions. If the board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform such person on the basis for such belief and afford him/her an opportunity to explain the alleged failure to disclose. If, after hearing the response of the interested person and making such further investigation as may be warranted in the circumstances, the board or committee determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Form 990 Part VI, Section B, Line 15a and 15b, and Form 990, Part VII, Section A, Line 1 The compensation paid by related organizations was for services provided to those related organizations and not the filing organization. Although the individuals worked the time listed as part of their board of trustee duties, they were not compensated with respect to those hours. The time/hours at the related organization varies by individual and organization, and would be the hours necessary to total to their respective full hours per week. Availability of Documents Form 990, Part VI, Section C Line 19 The Organization makes its financial statements, governing documents, and policies available upon request in hardcopy form.”

“In February 2018, the Board of trustees approved a plan of liquidation and the cessation of the operations of the Organization. As a result of the approval of the plan of liquidation, the Organization adopted the liquidation basis of accounting effective from February 28, 2018. The liquidation basis of accounting is required when liquidation is deemed imminent. Under the liquidation basis of accounting assets are valued at their net realizable values and liabilities are stated at their estimated settlement accounts. Debt due to members was forgiven in the amount of $5,075,076 and payments were made to members totaling $500,000, resulting in a net change at liquidation of $4,575,076.”