North Carolina Pace Association

“North Carolina PACE Association Board of Directors member Tim Clontz is a Senior Vice President of Cone Health. Cone Health is a partner in three PACE programs in North Carolina: PACE of the Triad, PACE of the Southern Piedmont and StayWell Senior Care. North Carolina PACE Association Board Members Ursula Robinson, Renee Rizzuti and Karen Martin are, respectively, the Executive Directors of PACE of the Triad, PACE of the Southern Piedmont and StayWell Senior Care.”

“The Association has members, as described in its bylaws (founding members, or those with operational PACE programs or market allocation as of April, 2011; provider members, or those with operational PACE programs or executed contract with the State of North Carolina; developing members, or those with an assigned service area; and exploring members, or those considering a PACE program, vendors who serve PACE organizations, or other parties as those the Board of Directors may determine in its sole discretion from time to time).”

“As outlined in the Association's bylaws, Founding and Provider member organizations have voting privileges in accordance with the North Carolina Corporation Act ("NCA") and are entitled to representation on the Board of Directors. Developing members have representation on the Board of Directors, but do not have voting privileges. Exploring members do not have voting privileges and are not entitled to representation on the Corporation's Board of Directors.”

“The annual meeting of members shall be held on the date fixed by the Board of Directors, or if the Board of Directors shall fail to act, then as shall be fixed by the Chair, for the purpose of electing the members of the Board of Directors and for the additional purpose of voting on such other matters which the Board of Directors may elect to submit to the members for vote or such other matters on which the members are entitled to vote by law.”

“The Form 990 was provided to each member of the Board of Directors for review, comment, input and oversight. Based on feedback received from Board members, the Executive Committee voted to approve the submission of the 990. The Executive Committee includes the officers of the Board (Chair, Vice Chair, Secretary and Treasurer), Immediate Past Chair and the Chair of the Governance Committee.”

“If any contract or transaction arises before the Board of Directors, any director, officer or key employee must make a full and prompt disclosure of his/her interest before Board action is taken. The disclosure includes any relevant and materials facts which may be adverse to the Association. The Board, by 75% of the vote, determines if a conflict exists or could be reasonably construed to exist. The conflicted person is then restrained from participating in Board deliberations and in voting on such matters.”

“In adopting the annual budget for the organization, the governing body (the Board of Directors) approved compensation for the Association's Executive Director. The Executive Director is a non-voting member of the Board, and the only member with a conflict of interest in the decision. Members of the Board of Directors have knowledge of comparable compensation for similar positions. The decision was contemporaneously recorded in the minutes of the Board of Directors. There are no other compensated officers, officials, or key employees in the organization.”

“The Association's governing documents and conflict of interest policy are available to the public upon request. The Form 990 is available on the organization's website.”

“Contractors providing educational, bookkeeping, public policy and research services.”