Aspire Health Plan

“Aspire health plan has one class of members. The members are montage health ("mh") and salinas valley memorial healthcare system ("svmhs").”

“Mh and svmhs have the power to designate the directors as follows: (1) six directors, two of whom shall be concurrently serving in the position of senior management for mh, or an affiliate of mh, two of whom shall be community directors, and two of whom shall be physicians concurrently providing professional medical services to enrollees assigned to one or more ipas or physician groups contracting with the corporation, shall be designated by mh; (2) six directors, two of whom shall be concurrently serving in a position of senior management for svmhs, or an affiliate of svmhs, two of whom shall be community directors, and two of whom shall be physicians concurrently providing professional medical services to enrollees assigned to one or more ipas or physician groups contracting with the corporation, shall be designated by svmhs; and (3) the chief executive officer initially retained by the corporation and serving in such position as of september 1, 2016, and designated thereafter by mh and svmhs, as provided in these bylaws, shall be a voting member on the board of directors of the corporation during the period of time he or she holds office as the chief executive officer.”

“The following matters and actions shall require the affirmative unanimous approval of mh and svmhs as well as the affirmative determination and approval of the corporation's board of directors: (1) approving a change, modification or amendment to these bylaws, or to the articles, or the bylaws or articles of incorporation of the corporation's subsidiaries; (2) approving a voluntary dissolution and winding up of the corporation or its subsidiaries; (3) approving the merger, conversion, consolidation or other reorganization or business combination involving the corporation or its subsidiaries; (4) approving joint ventures and other like strategic alliances and affiliations involving the corporation or its subsidiaries; and (5) approving the creation of a new class of membership of the corporation or other equity interests of its subsidiaries. Mh and svmhs shall have the sole authority to approve, by unanimous vote, the following matters and actions: (1) following the resignation, removal or termination of the individuals holding the positions of chief operating officer (operational senior executive) of the corporation and its subsidiaries as of september 1, 2016, the designation, removal or termination of the individuals who shall subsequently hold the positions of chief operating officer of the corporation and its subsidiaries. Mh has the authority to the following actions: (1) approving any sale, exchange or other disposition of all or substantially all of the assets of the corporation or its subsidiaries; (2) approving the admission of any additional member or equity interest holder of the corporation or its subsidiaries, and determination of any terms and conditions attendant thereto; and (3) approving a substantial expansion, reduction or change in the services provided or the population served by the corporation or its subsidiaries. (4) approving any transfer of membership interests or shares by mh in this corporation (or any of its subsidiaries) to a wholly owned or controlled affiliate of mh; (5) designating, removing or terminating (after consultation with svh) the individuals holding, as of september 1, 2016, the positions of chief operating officer (operational senior executive) of the corporation and its subsidiaries; (6) approving (or modifying) any reasonable and fiscally sound long-range financial plan for the corporation or its subsidiaries; (7) approving (or modifying) any reasonable and fiscally sound annual operating budget for the corporation or its subsidiaries; (8) approving (or modifying) any reasonable and fiscally sound annual capital budget for the corporation or its subsidiaries; and (9) approving (or modifying) any capital budget item of the corporation or its subsidiaries in excess of five hundred thousand dollars ($500,000).”

“The audit committee reviews form 990 and electronic copies are sent to all board of trustees prior to filing.”

“The conflict of interest policy requires that all directors, executive officers, or any other key employee with a material financial interest in a transaction must disclose such material financial interest or potential for an excess benefit transaction to the board of trustees. The board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable. If a conflict is deemed to exist, the interested person must recuse themselves from participating in any consideration or decision related to the transaction. Such disclosure and abstention from a vote will be made part of the record of the board's meetings. The decision of the board on these matters will rest in their sole discretion, and their concern must be the welfare of the organization and the advancement of its purpose.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. It also makes its financial statements available to the public on its own website.”