Healthix Inc.

“The organization uses an outside professional employer organization ("peo"), paychex business solutions, inc., as a co-employer. The peo leases employees to the organization, and is responsible for the processing and payment of all payroll. The peo was paid $18,038 during 2014 for services provided.”

“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.”

“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 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.”

“All directors, officers, committee members and key employees will, at least annually, file a written conflict of interest disclosure statement with healthix general counsel. Healthix general counsel will advise the chair of the board that all such statements have been received. For directors, the conflict of interest disclosure statement will specifically include, among other disclosable conflicts of interest, a statement identifying, to the best of the director's knowledge, any entity of which he or she is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which healthix has a relationship, and any transaction in which healthix is a participant and in which the director might have a disclosable conflict of interest. All completed conflict of interest disclosure statements that raise an actual or potential conflict of interest, or that create the appearance of an actual or potential conflict of interest, will be forwarded by the chair of the board to the independent directors on the board for their consideration. The independent directors on the board will conduct a full review of all matters (e.g., contracts, transactions or arrangements) for which an actual or potential conflict of interest has been identified. In so doing, the independent directors on the board will: 1. Consider all relevant facts and circumstances involved in the matter, and in particular, what is fair, reasonable and in the best interests of healthix; 2. Exclude the affected individual(s) from being present at or participating in, or being counted in the quorum for, the deliberations or voting on the matter; 3. Prohibit the affected individual(s) from any attempt to influence improperly the deliberations or voting on the matter; 4. Permit the affected individual(s), upon request of the independent directors on the board, to present information concerning the matter at a meeting prior to commencement of deliberations or voting on the matter. The independent directors on the board will make a final and binding determination as to whether a conflict of interest exists or may exist on any matter in which there is a disclosable conflict of interest, and what course healthix will take in connection with the matter. The independent directors on the board will contemporaneously document in writing in appropriate minutes of any meeting at which the matter is deliberated or voted upon all deliberations and determinations relating thereto, including, at a minimum: 1. The names and positions of persons who disclosed that they were related parties or otherwise were found to be related parties or to have a conflict of interest, a description of the nature of the relationship and/or substantial financial interest which gave rise to such disclosure or identification, and a description of the contract, transaction or arrangement at issue; 2. The names of the independent directors who were present during the taking of the action to determine whether a conflict of interests was present, and the basis for there being a quorum for the taking of such action without including any related parties or affected parties; 3. The steps taken by the independent directors on the board to determine whether a conflict of interest was present; 4. The board's decision as to whether a conflict of interests was present and the basis for such decision; 5. The board's or committee's decision as to whether to proceed with the matters (including, but not necessarily limited to, whether the matter is as fair and reasonable to healthix as would otherwise then be obtainable by healthix) and the names of the persons who voted to approve the matter.”

“Ceo compensation and that of the svp of member services (i.e., sales) are set by employment agreements. In 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 2014. Goals were set for all employees at the beginning of 2014, and their performance was measured against goals after 2014 concluded. Bonuses, which were accrued at 12/31/13 (based on 2013 performance), were paid in 2014, and those which accrued at 12/31/14 (based on 2014 performance) were paid out in 2015. The incentive compensation (i.e, bonus) programs were approved by the executive committee for both 2013 and 2014, 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 and always reviews and determines officer and key employee compensation. For purposes of their review the committee considers the recommendations of the ceo for all persons other than the ceo. This process was last undertaken in 2014. The board's approval for the compensation of officers and other key employees is documented via email.”

“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 684,414. Management and general expenses 77,021. Fundraising expenses 0. Total expenses 761,435. Payroll processing fees: program service expenses 14,611. Management and general expenses 3,427. Fundraising expenses 0. Total expenses 18,038. Recruiting fees: program service expenses 179,242. Management and general expenses 42,045. Fundraising expenses 0. Total expenses 221,287. Nyec basic service fees: program service expenses 5,195,844. Management and general expenses 1,218,778. Fundraising expenses 0. Total expenses 6,414,622.”

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