Healthix Inc.

“The organization amended its bylaws to make the following changes: - the two classes of membership were removed and replaced with participants. The participants have no power to appoint or remove board members nor do they have power to approve governing body decisions. - the following corporate actions require two-thirds vote cast by the entire board: - any amendment of these by-laws; - incurring debt obligations in excess of $1,000,000; - amendments to the certificate of incorporation of the corporation; - the sale or other transfer of assets of the corporation with a fair market value exceeding $1,000,000; and - the liquidation, merger, consolidation, dissolution - the officers of the board now include a treasurer and secretary. - an additional corporate officer position was created, executive vice president and general counsel.”

“Membership: in order for an organization or individual to qualify to be a participant in the regional health information organization ("rhio") operated by the corporation ("participant"), he/she or it must enter into a rhio services, participation or similar agreement with the corporation (each, a "rhio services agreement"), the form of which has been approved by the board of directors of the corporation ("board"), to participate in a clinical information data exchange program with the corporation and to act as a data source and/or data user with respect to the corporation's data exchange. A participant's participation in the corporation will terminate if the rhio services agreement is terminated for any reason.”

“Beginning as of january 1, 2013, each initial hospital member shall be entitled to such number of votes which is deemed to be substantially proportionate to its membership which is set forth as follows, provided the organization has entered into a participant agreement with healthix,inc.: north shore-long island jewish health system shall have eight (8) votes, catholic health services of long island shall have eight (8) votes, south nassau communities hospital shall have two (2) votes and nassau university medical center shall have two (2) votes, brookhaven memorial hospital medical center shall have one (1) vote,huntington hospital shall have one (1) vote, long beach medical center shall have one (1) vote, john t. Mather hospital shall have one (1) vote, new island hospital shall have one (1) vote, peninsula hospital shall have one (1) vote, st. John's episcopal hospital shall have one (1) vote. Each health professional organization member shall be entitled to one (1) vote. The future hospital members and long term care members shall have no right to vote. Voting at any meeting of the members of the corporation may be in person or by proxy authorized in accordance with law. As of december 1, 2013, the two classes of membership were removed and replaced with participants. The participants have no power to appoint or remove board members.”

“Beginning as of january 1, 2013: section 1. Powers and duties. The board of directors (the "board") of the corporation will have the power to act on, and will be responsible for the management, property, activities and affairs of the corporation, including the determination of appropriate policy and the necessary supporting programs and activities. In particular, the board shall be responsible for, but not limited to the following: (i) approving the strategic direction of the corporation. (ii) approving the annual budget. (iii) approving changes to the membership fee structure. (iv) approving appointments to board committees. (v) approving the scope of responsibilities of the board and the board committees. (vi) deciding issues and approving policies that would significantly change or affect the strategic direction of the corporation. Section 2. Composition. 2.1 there shall be a maximum of twenty-six seats or directors on the board of directors. Sixteen (16) seats shall be appointed positions, seven (7) seats shall be elected positions or "director at large" positions and three seats shall be ex-officio. The chair of the board, president-ceo and the immediate past chairperson shall each hold one (1) seat. The initial hospital class shall each have 1 seat per class member for a maximum total of eleven (11) appointed seats; the health provider organization class shall have 1 seat per class member for a maximum total of five (5) (appointed) seats; the future hospital class shall collectively have a maximum of three (3) elected seats; the long term care class shall collectively have a maximum of one (1) elected seat. Additionally, there shall be representation on the board by a business/not-for-profit expert, patient advocate and public health representative, collectively referred to and representing "non health care provider organizations or nhpos", which shall have a maximum total of three (3) elected seats. 2.2 the directors of the board shall be comprised of elected positions and appointed positions, based upon class or by virtue of office held. The following director positions shall be appointed to the board by virtue of his/her office or appointment by a member of the initial hospital or hpo class: (i) president & ceo of healthix, inc.(ex-officio and voting); (ii) chair of the board (ex-officio and voting)(or vice chair in his/her absence) (iii) immediate past chairperson (ex-officio and non-voting); (iii) north shore-lij health system member (appointed and voting); (iv) catholic health system of long island (appointed and voting); (v) nassau university medical center (appointed and voting); (vi) south nassau communities hospital (appointed and voting); (vii) brookhaven memorial hospital medical center (appointed and voting); (viii)john t. Mather hospital (appointed and voting); (ix) peninsula hospital (appointed and voting); (x) new island hospital (appointed and voting); (xi) huntington hospital (appointed and voting); (xii) long beach medical center (appointed and voting) (xiii)st. John's episcopal hospital (appointed and voting) (xiv) new york medical staff leadership council (appointed and voting) (xv) medical society of the state of new york (appointed and voting) (xvi) american college of physicians (appointed and voting) (xvii)nassau county medical society (appointed and voting) (xviii)suffolk county medical society (appointed and voting) 2.3 the following director positions shall be elected to the board of directors and shall be nominated by the board nominating committee. Elected seats to the board of directors shall be representative of the following classes or groups: (i) long term care class (elected and voting) (ii) future hospital class (elected and voting) (iii) non-health care provider organizations (elected and voting as of december 1, 2013, the two classes of membership were removed and replaced with participants. The participants have no power to appoint or remove board members nor do they have power to a”

“After the form is prepared by outside accountants, it will first be reviewed by the svp of finance & administration. If there are any suggested changes or modifications, he will communicate directly with the outside accountants. Once the svp of finance is satisfied with the 990, he will pass it on to the ceo for his review. Once the ceo is satisfied with the 990, the next step is to pass it on to the treasurer, who is also the chairman of the finance committee and a member of the executive committee and the board of directors, for his review. Once the treasurer is satisfied with the 990, it will be passed on to the full executive committee. This committee is a subset of the full healthix, inc. Board and is charged with making many key decisions affecting the company. It is this group of individuals that will authorize the filing of the 990. Once the executive committee is satisfied with the 990 and has authorized its filing, the svp of finance or the ceo will provide an electronic copy to the full board of directors prior to the extended due date of the return. The board will be informed that the executive committee has reviewed and approved the 990. If any board member has any questions or concerns they will be instructed to contact the svp of finance, who will resolve their inquiries promptly.”

“No contract or other transaction between healthix and one or more of its directors or officers, or between healthix and any other corporation, firm, association or other entity in which one or more of its directors or officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director or directors or officer or officers are present at the meeting of the board, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such director's or officer's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or officer, or if the votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or the material facts as to such director's or officer's interest in such contractor transaction and as to any such common directorship, officership or financial interest are disclosed in good faith, or known to the membership of the corporation entitled to vote thereon, if any, and such contract or transaction is authorized by vote of the membership.”

“Ceo compensation and that of the svp of member services (i.e., sales) are set by employment agreements. In the prior year, 2012, the company engaged an independent compensation consulting company, the "hay group", which performed a formal market study and provided ranges for salaries, bonuses & commission plans for the entire company. It was not necessary to perform this analysis again in 2013. Goals were set for all employees at the beginning of 2013, and their performance was measured against goals after 2013 concluded. In addition, due to the merger with bhix on 12/01/2013, certain salaries were adjusted due to the increase in responsibilities resulting from the merger. Bonuses, which were accrued at 12/31/12 (based on 2012 performance), were paid in 2013, and those which accrued at 12/31/13 (based on 2013 performance) were paid out in 2014. The incentive compensation (i.e, bonus) programs were approved by the executive committee for both 2012 and 2013, and were also distributed to all employees. The by-laws create a committee of the board with full powers of the board to review and approve the compensation of officers and other key employees. The committee, which is healthix's executive committee, consists of trustees who have no connection to healthix except as trustees and they have no conflicts as to matters they consider. The committee meets several times a year as needed but always meets in november/december to review and determine officer and key employee compensation for the following year. For purposes of their review the committee considers the recommendations of the ceo for all persons other than the ceo. There is no documentation of the board's approval for the compensation of officers and other key employees. All discussions are held verbally.”

“The organization makes its form 990 and form 1023 available for public inspection as required under section 6104 of the internal revenue code by posting it on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly.”

“Consulting fees: program service expenses 4,234,997. Management and general expenses 181,334. Fundraising expenses 0. Total expenses 4,416,331. Payroll processing fees: program service expenses 759. Management and general expenses 13,006. Fundraising expenses 0. Total expenses 13,765. Recruiting fees: program service expenses 57,280. Management and general expenses 0. Fundraising expenses 0. Total expenses 57,280. Other contract services: program service expenses 7,324. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,324. Bhix professional fee: program service expenses 8,514. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,514.”

“Increase in net assets due to merger of bhix 642,600.”

“The organization's finance committee assumes responsibility for the oversight of the audit of its financial statements and selection of its independent auditor. The policy for selection and oversight of the independent auditors has not changed since last year.”