Caresource West Virginia Co

“CareSource West Virginia Co. filed amended ByLaws effective January 1, 2019. The amended ByLaws include the following changes: (1) The independence requirement for Directors was removed; (2) Term Limits for any Director who holds the Director position by virtue of his/her employment with CareSource were removed; (3) The difference between Board Officers and Corporate Officers was explained; (4) The term of Board officers was changed from 1 year to 2 years; (5) Corporate Officers titles, terms, and duties were identified; (6) It was established that the Corporation's Committees operate at the holding company level through CareSource Management Group Co., the sole member of the Corporation; and (7) The recipient of proceeds upon dissolution was changed from The CareSource Foundation to the CareSource Management Group Foundation, provided CareSource Management Group Foundation is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code at the time of any such distribution.”

“CareSource Management Group Co ("CSMG") is the sole member of CareSource West Virginia Co. CSMG is recognized as exempt from federal income taxation under Internal Revenue Code ("IRC") Section 501(c)(3).”

“The Form 990 was provided to the organization's Finance committee for their review of the return prior to the time of filing Form 990. The Form 990 was made available to each voting member of the governing body of the organization for their review prior to the time of filing Form 990. The Form 990 was reviewed by the CEO, CFO, VP Treasury, Director Tax, an outside CPA firm, outside legal counsel, and by general counsel prior to filing Form 990 with the IRS.”

“Annually, each director, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person has reviewed the Statement of Ethical Behavior and Conflict of Interest and Conflicts of Interest Corporate Governance Principles. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or conflict of interest and must be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The conflicted director has no vote on the matter involved with the conflict of interest.”

“The company's Form 1023 is available for public inspection upon request, and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company's statutory financial statements are available on the SNL Financial LC website at www.snl.com for a nominal fee. The company's articles of incorporation are available on the West Virginia Secretary of State's website at www.sos.wv.gov/.”