Great Plains Quality Innovation Network C/O Cimro

“Cimro, parent corporation: provided all financial and administrative support”

“Changes were made in the bylaws to reflect changes in the categories of members and other areas that mentioned categories of members which included the distribution of assets at dissolution. At dissolution all assets are distributed to the parent corporation, cimro, a not-for-profit corporation exempt under 501(c)6. The number of bod members decreased from a maximum of 11 to a maximum of 5. As of the date of the merger with the parent corporation, 3 individuals were serving as directors. There was no change in the exempt purpose, etc.”

“Gpqin had two classes of members: voting and non-voting. Gpqin had five categories of members: corporate, subcontractor, designated subcontractor, state and individual members. Changes in the bylaws reduced the categories to corporate and individual members only. Individual members can include healthcare providers, healthcare organizations, organizations representing healthcare consumers, healthcare consumers and individuals or entities with non health care backgrounds who desire to further the purposes of the corporation. Only the corporate member, cimro, has voting rights as a member. Individual members have no voting rights as members but could have voting rights as directors (if on the bod).”

“Corporate member (cimro) is the sole entity with voting rights as a member. As such it approves members of gpqins governing body.”

“By-laws and articles of incorporation may only be approved, adopted, amended or repealed by two-thirds majority vote of the board of directors, subject to approval of such vote or action by cimro, the corporate member. Also gpqin bod compensation and election of the gpqin bod is subject to action and approval of the corporate member. The by-laws provide that the services of the cfo shall be provided to gpqin by the corporate member. All employees, including the ceo, were laid off 11/7/24 when great plains no longer held any contracts. The ceo of the parent corporation assumed the role of ceo for great plains qin effective 11/8/24.”

“The full bod reviews a draft of the form 990 prior to finalizing and filing the return.”

“All board members receive an annual reminder concerning the coi policy indicating the certification and acceptance statement previously signed remains in full force and effect. Additionally, on an annual basis all board members are required to complete the personal coi form. This form notes the responsibility to provide notice of any changes to the disclosure on a timely basis to assure that no coi has been created.”

“Compensation of the ceo and cfo is paid by cimro and the wage determination is made by that entity. Great plains qin bod will provide feedback concerning the performance of the ceo and cfo to the cimro bod. Information is obtained from salary.com and 990s for not-for-profits in same type of business for review and consideration of salary adjustments for both positions. Information is also obtained related to cpi and eci published by bls. The process is completed annually. Great plains qin ceo was terminated 11/7/24 when the 12sow contract ended.”

“The organization makes its forms 8718 and 990 available for public inspection upon request.”

“The organization provided services under contract with the us department of health and human services, centers for medicare & medicaid services until 11/7/24. After this contract ended all employees were laid off and the organization has been winding down operations. The organization merged into its parent company effective 2/28/25.”

“See description below -2,485,156.”

“The company has been winding down operations since november 2024 so there is minimal financial activity after the close of the prior fiscal year (12/31/24). The income and expense reported on this final return is for the final two months of operations prior to the merger with the parent company, "tail" expenses plus minimal investment income are included. The remaining cash balance, after all liabilities had been paid, was transferred to the parent corporation effective with the date of the merger (2/28/25). The external cpa firm that has historically performed a consolidated audit covering great plains qin and its parent company, cimro, has advised that the 2025 consolidated audit (to be performed in march 2026) will not cover the final two months of operations for great plains prior to the merger. Great plains qin was included in a consolidated audit for the fiscal year ending 12/31/24.”

“Great plains qin was merged into its parent corporation 2/28/2025. Great plains qin had paid all its liabilities and the remaining asset (cash) was transferred to its parent corporation in accordance with its bylaws. Articles of merger, approved by both the nebraska and illinois secretary of state are attached. The total amount of asset (cash) remaining that was transferred: $2,485,156.”