Healthix Inc.

“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 chairman of the finance committee, who is a member of the executive committee and the board of directors, for his review. Once this individual 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 persons will, at least annually thereafter, 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 review. A new director must file conflict of interest prior to being elected to become a healthix board member. 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 audit and compliance committee to the audit and compliance committee for their consideration. The audit and compliance committee of 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 or the appearance of an actual or potential conflict of interest has been identified. In so doing, the audit and compliance committee of the board will: a. Consider all relevant facts and circumstances involved in the matter, and in particular, what is fair, reasonable and in the best interests of healthix; b. 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; c. Prohibit the affected individual(s) from any attempt to influence improperly the deliberations or voting on the matter; d. Permit the affected individual(s), upon request of the audit and compliance committee of the board, to present information concerning the matter at a meeting prior to commencement of deliberations or voting on the matter. E. Not permit any director to vote or be counted in determining the quorum for any vote, on any transaction between healthix and another corporation, firm, association or other entity in which the director is an officer or director or has a direct or indirect substantial financial interest. The audit and compliance committee of 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 audit and compliance committee of 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 audit and compliance committee 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 audit and compliance committee members of the board to determine whether a conflict of interest was present; 4. The audit and compliance committee board member's decision as to whether a conflic”

“In 2019, the company engaged the services of an independent compensation consulting company, the "jer hr group, llc,", which performed a formal market study and provided ranges for salaries for executives, key employees and for most positions in the company. This consultants' report was finalized in january 2020 & the report provided a variety of data, including the median market salary for most positions. The consultants' conclusions were that salary adjustment should be made for employees whose salary was 15% or more below their market median. In 2020, the company made salary adjustments using 12% as as opposed to 15%, (within a total % cap for a salary increase) as management felt that this a better criteria. This compensation survey was used again in 2022 to set compensation ranges as the data was still considered relevant. In addition, the company constantly monitors compensation levels for the market in which it operates, to ensure that its employees are compensated within market parameters. Also, in 2022, the company engaged the same independent consulting company to see if the compensation of executive management was in line with current market conditions. No adjustments were needed as it was determined that executive compensation was within the parameters indicated. Goals were set for all employees at the beginning of 2022, and their performance was measured against goals after 2022 concluded. Bonuses which were accrued at 12/31/21 (based on 2021 performance) were paid in 2022, and those which were accrued at 12/31/22 (based on 2022 performance) were paid out in 2023. The incentive compensation (i.e. Bonus) and merit increase programs were approved by the executive committee for both 2022 & 2021, and were also distributed to all employees. The executive committee has served as healthix compensation committee. 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 reviews and determines ceo compensation as well as the overall merit and bonus compensation program for the rest of the company. As a result of the independent surveys indicated above, the committee has let the ceo determine compensation adjustments for other officers and key personnel, based on that survey's results. This process was last undertaken in 2022. The executive committee's approval for ceo compensation is documented in an e-mail from the board chair, who chairs the executive committee.”

“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 contracted with a professional employer organization (peo) for services, including but not limited to, payroll, timekeeping, employee benefits, hr administration and workforce regulatory compliance needs. As the employer of record for tax purposes, forms w-2 and w-3 are issued by the peo and filed under the peo's federal ein. In this co-employment arrangement, the organization is the common law employer and, accordingly, compensation is reported on form 990, part vii, section a and part ix, lines 5-10.”

“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.”