E Health Initiative

“The board of directors shall establish an executive committee of the board of directors. The members of the executive committee shall consist of at least three (3) members of the board of directors, but may consist of such larger number of directors as the board may designate from time to time. Except as otherwise required by law and by these bylaws, the executive committee shall have such authority as the board of directors shall grant to it for the management of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers that may require it. Notwithstanding the foregoing, the executive committee shall not be authorized to take any of the following actions: authorize distributions; approve or propose to the voting members actions that requires approval of the voting members under the act; elect, appoint or remove directors or fill vacancies on the board of directors or on any of its committees; adopt, amend or repeal the articles of incorporation or bylaws of the corporation; amend or repeal any policies of the corporation adopted by the board of directors; and approve any expenditures of corporation funds in excess of amounts contemplated by the annual budget approved by the board of directors.”

“The organization has members with voting rights. The board of directors occassionally designates additional classes of membership but such board-created classes have no voting rights.”

“The board of directors are elected annually by majority vote of the voting membership present at the annual meeting. All members in good standing are voting members and entitled to one vote.”

“The 990 is reviewed by the ceo and vp of finance. A copy of the 990 is then provided to the members of the board of directors for their review and approval. Once the return has been reviewed and approved, it is filed with the irs.”

“The organization's officers and directors are required to submit a conflict of interest compliance certification on an annual basis. It is the responsibility of the board chair to ensure that all forms are completed and submitted.”

“The executive committee of the board of directors uses comparable compensation data for similar organizations in addition to a performance evaluation, board approved goals, and a salary history of the position in order to determine the salary for the chief executive officer. The deliberations are documented in the executive committee's meeting minutes. The last compensation review was performed at the end of 2015.”

“The organization's governing documents and financial statements are available to the public upon request.”

“The organization has not changed its audit oversight process or its selection process of an independent accountant during the year.”