Logica Inc.

“Benefactor members shall have the right to 1 appoint the individual directors to serve on the board of directors and 2 remove, with or without cause at any time, any and all directors from the board. They shall also have the right to appoint associate and participating members and to remove the same for good cause as well as delegate to the board the authority to appoint and remove associate and participating members. Benefactor members may be removed for cause, or additional benefactor members added, by the consent of at least two-thirds of the current benefactor members provided that healthcare providers or their affiliates shall constitute a majority of the benefactor members at all times. While representatives of associate members may be appointed by the benefactor members to the board, participating members or their representatives are not eligible to serve on the board and have no vote on any matters which may come before consortium members. The consortium members shall exercise their consortium membership rights and where appropriate may exercise their vote on any matter to come before such class of consortium members by presentment of a written action signed by an authorized officer of such consortium member, and the corporation shall be entitled to rely upon such written action. The action by a class of consortium members shall require the affirmative vote of a majority of its members.”

“The ceo of the organization distributes a pdf copy of the form 990 to all board members for review and comment prior to the return being filed.”

“At each board meeting, if there is a discussion of selecting or engaging a vendor or service provider, all in attendance are asked to recuse themselves from this discussion if there could be a perceived conflict. Annually, the organization will begin to review and discuss the conflict of interest policy and request that each board member list and acknowledge any known conflicts.”

“The board may hire and compensate individuals for necessary services rendered to the organization so long as such compensation is reasonable. The board shall determine reasonable compensation amounts based upon compensation paid by similarly situated nonprofits for like services. The board may rely upon salary studies, as well as data regarding compensation paid by peer organizations of similar size to determine reasonable compensation. The terms of such compensation and information relied upon shall be recorded in writing. An individual who is a member of the board who receives compensation, directly or indirectly from the organization for services, is precluded from participating in discussions or votes pertaining to their own compensation. Currently, all directors are volunteers.”

“The organization provides its governing documents and financial statements to the public upon written request.”

“The organization shall have three classes of membership known collectively as the consortium membership - benefactor, associate, and participating. Each benefactor member shall be a leading healthcare enterprise, vendor, a college or university, or a unit of government. Associate members may be nonprofit or for-profit organizations, including but not limited to healthcare organizations of any nature. Participating members may be nonprofit or for-profit organizations, including but not limited to healthcare organizations or any nature, vendors, as well as students and individuals.”

“Consulting fees of 60,000 were to administer membership services.”