Community Partners Inc.

“Cpi is a nonprofit organization with members. Cpi's members have the right to participate indirectly in the corporation's governance through appointment of the members of the board of directors.”

“Cpi has three members who appoint the board of directors. Membership is composed of banner health arizona (banner), tmc healthcare (tmc), and the behavioral health coalition of arizona, inc. (bhc). The board of directors is divided into two classes, each of which consists of 1/2 of the total number of directors. Banner/tmc healthcare directors (appointed by banner/tmc healthcare), and bhc directors (appointed by bhc). Tmc/banner have 1/2 vote each and bhc has 1 vote.”

“Some of the decisions of the board are subject to member approval.”

“The chief financial officer annually presents the form 990 to the audit committee for review prior to filing. After review by the audit committee, the board is provided with a copy of the form 990 prior to filing.”

“The organization has a conflict of interest policy as part of its human resources policies and procedures handbook that covers all employees. Employees are responsible for filing a written disclosure of any interests and for abiding by the decision of the ceo or designee regarding the existence of any conflict of interest. A potential conflict of interest involving the ceo will be referred to the board of directors for resolution. The bylaws also contain a conflict of interest policy that covers all directors and personnel. Upon learning that the board of directors is involved in a matter in which a director is not a disinterested director because such director or a relative of that director has an interest in such matter, the director shall notify the board of directors chairperson and shall immediately withdraw from any further consideration or discussion with the directors or other officers or employees of the corporation with respect thereto. Each director shall submit an annual disclosure statement that contains accurate and complete information regarding any direct or indirect transactions or relationships between the director and the corporation and any provider that provides services to the corporation. No director shall participate in any deliberation or vote of the board of directors regarding a transaction or issue in which the director has a conflict of interest.”

“The organization conducts a general compensation study every 3 or 4 years. If a new position is created between studies, or if duties change within an existing position, a special study will be conducted for that position. In respect to the position of ceo, a study was last conducted january, 2015 by a certified compensation professional. The study included a review of comparable compensation and benefits data from 8 published survey sources. Factors considered include experience, employment site, industry, organization size and budget.”

“The annual audited consolidated financial statements of community partnership inc. (cpi), which includes mental health resources, inc. (mhri) and community partners in integrated health, inc. (cpih), are posted on community partnership of southern arizona inc. (cpsa's) website for public inspection. Governing documents and the organization's conflict of interest policy are not made directly available by the organization. However, the organization's governing documents are available through the arizona corporation commission.”

“Integrated health care system structure the formation of community partners, inc. (cpi), and other related entities, provides an expanded corporate structure in which cpsa will have continuity of management, while cpi is prepared to promote a complement of behavioral health services in southern arizona with broader scope and impact than cpsa's focus on rbha services whose contract expired on 9/30/2015. Historically, cpsa has not been a behavioral health service provider instead coordinating and administering the state public behavioral health system in this region. Cpsa has institutional expertise and resources to expand into providing behavioral health services and has established a multiple-entity corporate structure in which it can deliver prevention, intervention, treatment, rehabilitative, and or behavioral health training services. The members of cpi are behavioral health coalition of southern arizona, inc., banner health, and tmc healthcare. All three organizations are exempt under section 501(c)(3) and were formerly the only members of community partnership of southern arizona (cpsa). The members transferred and assigned their membership interests in cpsa to cpi, effective october 1, 2013, making cpi the sole member of cpsa. This restructuring was intended to enable the cpi system to take advantage of new opportunities and meet new challenges in the healthcare industry. Cpi was formed to be the tax exempt "parent organization to related health 501(c)(3) organizations, including cpsa. Cpi's specific purpose is to provide corporate services and management to related tax exempt entities. The supported entities are named in the articles of incorporation: community partnership of southern arizona inc. (cpsa), mental health resources, inc. (mhri), and community partners in integrated health, inc. (cpih). The corporate services and management which cpi provides are all services that the related exempt organizations would otherwise have to perform themselves in carrying out their exempt functions. To that end the broadly stated purpose for which cpi was formed is to promote, support, and coordinate an integrated system for the delivery of quality health care services to indigent and other persons who are seriously mentally ill, children who are at risk of or experiencing behavioral health problems, and individuals who are at risk of or suffering from drug abuse, alcohol abuse, mental health disorder, or domestic violence.”

“Professional/consulting (emphasis it/is): program service expenses 359,099. Management and general expenses 233,572. Fundraising expenses 0. Total expenses 592,671. It 3rd party hosting: program service expenses 64,854. Management and general expenses 5,183. Fundraising expenses 0. Total expenses 70,037. Temp help/recruitment (emphasis it/is): program service expenses 130,063. Management and general expenses 616,608. Fundraising expenses 0. Total expenses 746,671.”

“There has been no change in either the oversight process or the selection process for the consolidated group.”