California Integrated Data Exchange

“Classification of Members: A. Founding Members. Except as otherwise provided herein, this corporation shall have two classes of members with voting rights, as follows: (i) BSC Member Class. The BSC Member Class shall consist solely of BSC; provided, however, that if BSC transfers its membership in the BSC Member Class pursuant to Section 7 of this Article, this member class shall consist solely of the transferee. (ii) Anthem Member Class. The Anthem Member Class shall consist solely of Anthem; provided, however, that if Anthem transfers its membership in the Anthem Member Class pursuant to Section 7 of this Article, this member class shall consist solely of the transferee.”

“Voting Rights. Subject to these Bylaws and as provided by law, members of this corporation shall have the right to vote, as set forth in these Bylaws, on the following matters, provided that any action by the members with respect to subsections (b), (e), (f), (g), and (h) of this Section shall take effect only upon written consent of all Founding Members [BSC and Anthem] then in good standing: (a) the election of directors; (b) changing the number of directors if fixed in the Bylaws, changing the maximum or minimum number of directors if a range is stated in the Bylaws, or changing the Bylaws from a fixed number of directors to a range or vice versa; (c) the removal of directors without cause; (d) filling any vacancy caused by the removal of a director; (e) any amendment to these Bylaws that materially and adversely affects member rights, as further provided under the California Nonprofit Mutual Benefit Corporation Law; and all amendments to the Articles of Incorporation of this corporation, except for amendments permitted to be adopted by the Board alone under Section 7812(b) of the California Nonprofit Mutual Benefit Corporation Law; (f) the disposition of all or substantially all of the assets of this corporation; (g) any merger of this corporation; (h) any voluntary dissolution of this corporation; and (i) any other matters that may properly be presented to members for a vote, pursuant to this corporation's Articles of Incorporation, Bylaws, or action of the Board, or by operation of law.”

“MANAGEMENT OF THE ORGANIZATION REVIEWS THE COMPLETED FORM 990 AND FOLLOWS UP WITH THE accounting FIRM TO ANSWER ANY QUESTIONS PRIOR TO FILING.”

“Cal INDEX's conflict of interest policy for insiders (e.g. directors and offices) required its insiders to submit annual disclosure and compliance statements.”

“To the extent and so long as this corporation holds any property for charitable purposes, the Board (or a Board Committee) shall review any compensation packages (including all benefits) of the President or the chief executive officer and the Treasurer or chief financial officer, regardless of job title, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this corporation.”

“The governing documents, conflict of interest policy, and financial statements were not available to the public during the year.”

“California Integrated Data Exchange filed as a taxable c-corporation for the year ended 7/31/15. A notice from the IRS (Notice No. CP211A), dated February 27, 2017, was sent to California Integrated Data Exchange saying their Form 8868 had been approved and a new date for their tax-exempt tax return filing was March 15, 2017. A second extension was filed to extend the tax-exempt filings to June 15, 2017. California Integrated Data Exchange was not aware they filed an application of tax-exempt status. The IRS is unable to locate at this time a copy of the application for exemption, so for the year ended 7/31/16, California Integrated Data Exchange is filing as a taxable c-corporation and a tax-exempt organization until the IRS notifies them further and provides additional guidance.”