Health Share of Oregon

“The member director board is the final approval for specific items as listed in the organization's bylaws (article iii, section 8). There are also five subcommittees - quality and health outcomes, finance and audit, community impact, and governance and operation excellence, and the executive committees - all of which are comprised of member and elected directors. The five committees make recommendations to the board of directors for approval.”

“Health share contracts with careoregon inc to provide certain management services, including human resources, financial services and information technology services. Health share also leases certain management employees from careoregon, including the officers below listed in part vii. Health share paid careoregon $5,405,789 for management services in 2024. The following health share officers received the following reportable compensation from careoregon for 2024: michelle l. Stadtlander, chief executive officer, $427,627 margaret bennington-davis, chief medical officer, $430,319 mark d. Lewis, chief financial officer, $292,242 elizabeth a. Spinning, chief operations officer, $272,364 phyusin m. Myint, chief equity, diversity and inclusion officer, $222,831 graham s. Bouldin, chief quality officer, $211,543”

“The organization has two classes of members: founding members and admitted members. All members have the same rights and obligations with respect to voting, dissolution, redemption and transfer.”

“All classes of members may vote in elections for members of the governing body. The member board has final approval for all elections.”

“Approval of non-budgeted expenditures over set limits and corporate indebtedness not included in the operating budget; decisions affecting compensation; distributions, if any, from the corporation to the members; significant restructuring of the corporation or filing of voluntary bankruptcy; change to geographic area served; removal of elected director; amendments to articles and bylaws; admission, expulsion, suspension or termination of members; and the setting of membership assessments.”

“The organization utilizes the management services of careoregon for financial and accounting purposes as well as baker tilly, the organization's independent accounting firm, to assist in the preparation of form 990. The organization's chief financial officer and chief executive officer review and approve the form, which is presented to and reviewed by the finance and audit committee chair prior to filing and the full board after filing.”

“The conflict of interest policy applies to "covered persons" defined as (i) any director or officer of the corporation, (ii) members of any corporation committee, council, workgroup, or task force designated by the corporation's chair, and (iii) those employees and independent contractors of the corporation who are designated by the corporation's chair. Every covered person shall complete an annual conflict of interest questionnaire. Duties of covered persons: every covered person (a) shall perform his or her duties for the corporation in good faith and with the degree of care that an ordinarily prudent person would exercise under similar circumstances; (b) must act with loyalty to the corporation; and (c) may not engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest. Every covered person shall (i) disclose all actual and potential conflicts; and (ii) recuse himself/herself from voting on any transaction or arrangement in which he/she has a potential or actual conflict of interest, and, if so requested by the corporation's chair, not be present when any such vote is taken. Disclosure: each covered person shall promptly and fully disclose all material facts of every actual or potential conflict of interest: (a) existing at the time when he/she becomes a covered person; (b) that arises while he/she is a covered person, at the time such actual or potential conflict arises; and (c) annually through the annual conflict of interest questionnaire. All disclosures involving a transaction or arrangement being considered at a meeting of the board or a committee thereof shall be made to all members present at such meeting. All other disclosures shall be made to the chair (who shall disclose his or her conflicts to the board of directors or a board committee). Evaluation: on a quarterly basis (or more frequently if necessary under the circumstances), the chair shall disclose to the board of directors, or a board committee, all conflicts of interest reported to him or her under policy. The board of directors, or a board committee, will evaluate the disclosures to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the situation. Enforcement: each covered person shall sign a statement acknowledging that he or she has received a copy of the policy, has read and understands it, and agrees to comply with it. If the board of directors has reasonable cause to believe that a covered person has failed to comply with the policy, the board may counsel the covered person regarding such failure and, if the issue is not resolved to the board's satisfaction, may consider additional corrective action as appropriate.”

“Compensation for the organization's top management and key employees is reviewed by an independent third party. The executives are leased from another company but their compensation is approved by health share's executive committee, which is delegated such duty by the health share board of directors. The company obtains services from the third party to obtain, analyze and verify relevant market data. This market data collection process is completed approximately every other year for all executive positions.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request at the organization's place of business. We have supplied these documents upon written request sent to our mailing address attn: finance.”

“Basis of accounting adjustment- gaap to stat 883,233.”