Community Partners Inc.

“The articles of incorporation and bylaws of community partners, inc. (cpi) were amended in june 2016. The significant changes to the articles and bylaws are as follows: * cpi no longer has members. * the minimum and maximum number of persons to serve on the board of directors has changed from a minimum of 4 and a maximum of 12 to a minimum of 3 and a maximum of 7. * previously, upon dissolution, assets were to be distributed to the members. Now, any remaining assets upon dissolution must be distributed to a u.s. Tax-exempt organization that engages in activities substantially similar to those of the corporation or instrumentalities of the state of arizona. * previously, amendments to the articles and bylaws could be made by a unanimous vote of the members. Now, amendments to the articles and bylaws can be made only by a majority vote of sitting directors.”

“Prior to the amendment of the organization's articles and bylaws in june 2016, the organization had members. Membership was composed of banner health arizona (banner), tmc healthcare (tmc), and the behavioral health coalition of arizona, inc. (bhc).”

“Prior to the amendment of the organization's articles and bylaws in june 2016, the organization's three members appointed the board of directors.”

“Prior to the amendment of the organization's articles and bylaws in june 2016, the articles of incorporation and bylaws could be amended only by a unanimous vote of the members.”

“Form 990 is prepared by an independent cpa using information provided by the director of accounting. The form 990 is reviewed by the board treasurer and the cfo after filing and is then presented to the entire board.”

“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 dissolution 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 partners, inc. (cpi) are available upon request. Governing documents and the organization's conflict of interest policy are not made directly available by the organization. Organizational documents are available through the arizona corporation commission.”

“Capital contribution from cpsa 200,000.”