Healthix Inc.

“Beginning in 2015, healthix, inc. Began using adp totalsource, a professional employer organization ("peo"). As a professional employer organization, totalsource provides professional employer services to healthix, inc. In the peo relationship totalsource and healthix, inc. Share certain responsibilities and allocate other employer responsibilities between each other. Healthix, inc. Remains an employer of the worksite employees and totalsource is a co-employer of healthix, inc.'s employees. Healthix, inc. Has: direction and control over employees as is necessary to conduct its business, discharge and fiduciary responsibility it may have, or comply with any applicable licensure, regulatory or statutory requirement of healthix, inc. Control over the day to day job duties of employees and over the job sites at which, or from which employees perform services responsibility over the professional and licensed activities of employees including ensuring that employees are supervised by licensed individuals as required by law and for determining whether an applicant or employee meets healthix, inc.'s hiring criteria and is qualified to safely and completely perform his or her job totalsource reserves a right of direction and control over employees as is necessary to fulfill its obligations and provide its services under an agreement between healthix, inc. And totalsource. Totalsource and healthix, inc. Have a right to hire, discipline, and terminate employees as to each one's employment relationship with employees. The peo was paid $23,545 during 2015 for services provided.”

“The amended by-laws were adopted by the board of directors in february 2015 to comply with the state of new york non-profit revitalization act of 2013. Changes made to the amended by-laws, included the following principal revisions, in addition to other smaller changes: 1) added language that exclude the chair or vice chair of the board from any committees if he/she is not deemed to be an independent director 2) added provisions for the audit and compliance committee 3) updated the language for the conflict of interest policy and whistleblower policy”

“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 & cfo. If there are any suggested changes or modifications, he will communicate directly with the outside accountants. Once the svp & cfo 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 & cfo 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 & cfo, who will resolve their inquiries promptly.”

“All directors, officers, and key employees will, at least annually, file a written conflict of interest disclosure statement with healthix senior director of compliance. Healthix senior director of compliance will provide copies of all completed statements to the chair of the audit and compliance committee of the board. 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 is set by an employment agreement. In 2015, the company re-engaged the services of an independent compensation consulting company which it had last used in 2012, the "hay group", which performed a formal market study and provided ranges for salaries and annual incentive compensation for certain executives and key employees of the company. Where an upward salary adjustment was needed to bring an employee to "market compensation", such an adjustment was made in q4 2015 to those affected employees. No downward salary adjustments were made resulting from this study. The same process was used in 2015 as in 2014 for determining annual incentive compensation - no changes. Ceo comp is set by employment agreement. Goals were set for all employees at the beginning of 2015, and their performance was measured against goals after 2015 concluded. Bonuses which were accrued at 12/31/14 (based on 2014 performance) were paid in 2015, and those which accrued at 12/31/15 (based on 2015 performance) were paid out in 2016. The incentive compensation (i.e. Bonus) programs were approved by the executive committee for both 2014 & 2015, 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 2015. 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. It is posted 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.”

“The organization's audit and compliance 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.”