Civica Inc

“Civica, inc. Has three classes of members and each class has distinct rights and privileges. The three classes of members are governing members, founding members, and partnering members.”

“Each governing member has the right to nominate one individual to serve on civica's board of directors. Governing members also have the right to designate one individual to serve on the drug selection advisory committee and one to serve on the medical trends advisory committee. Founding members have no voting rights as a member as those rights are only conferred upon the governing members. However, founding members have the right to designate individuals to serve on the two advisory committees described above.”

“The governing documents require the approval of two-thirds of the governing members for the: i) formation of and delegation of any power by the board of directors to an executive committee or any similar committee; ii) amendment or restatement of the articles of incorporations except in certain limited circumstances where approval of 100% of the governing members is required, and iii) amendment or restatement of the bylaws. The governing documents also require approval by 90% of all of the governing members for i) changing the strategic lines of business of the organization; ii) disposing of all or substantially all of the organization's assets; iii) winding up, dissolving or liquidating the organization; iv) merging with one or more other entities; or v) consolidating with one or more other entities. In addition, the governing documents also require approval by 100% of all of the governing members for certain actions including: i) changing certain terms of credit agreements; and ii) altering certain terms of master minimum viable volume agreements to benefit one member.”

“There is no committee with authority to act on behalf of the governing body.”

“The audit and compliance committee of the board of directors reviews the form 990 prior to filing. Civica inc. Also sends a copy of form 990 to other members of the board of directors.”

“Directors and officers have been provided training on the conflict of interest policy and process, are surveyed for possible conflicts of interest, and required to disclose annually.”

“Civica inc conducted an independent compensation benchmarking study in december 2021 to assess its current compensation structure and levels against the industry peers. The results were presented to the compensation committee of the board of directors.”

“The organization's governing documents, conflict of interest policy and financial statements are made available upon request. The form 990 is available through the irs and other public disclosure websites.”

“Civica inc contracted a peo company to report all the organization's w-2's to the irs.”