Clinical Health Network for Transformation Inc

“The board of directors has an executive committee consisting of 7 to 9 directors, including the board chair and the chairs of each board committee. The executive committee: (a) consults with the board chair on agendas for board meetings; (b) oversees the ceo review process; (c) proposes nominees for member of standing and other committees and the chairs thereof; (d) fulfills other duties delegated to it by the board of directors; and (e) exercises the powers of the board between meetings of the board only in those circumstances where the executive committee determines that the interests of the organization will be materially adversely affected if action is delayed until a meeting of the board is convened. If the executive committee takes any such actions, it provides to the board a report of such circumstances and the action taken. The executive committee does not have the authority to: (a) authorize or amend universal member material contracts and payor contracts; (b) adopt or amend member policies and procedures; (c) change the funds flow policy; (d) require additional contributions from voting members; (e) amend the operating agreement that increases voting members' financial obligations to the organization; (f) modify the terms of financing for the portion of the aggregate start-up budget that the voting members do not contribute; (g) terminate the organization if it has not received the corporation initial contribution (as such term is defined in the operating agreement); (h) dissolve the organization; (i) amend the articles or bylaws; (j) amend the operating agreement; (k) modify any other actions taken by the voting members; (l) fill vacances in any committee of the board; (m) amend or repeal any resolution of the board that by its terms is not amendable or repealable; (n) adopt a resolution recommending to the voting members action on the sale, lease, exchange or other disposition of all or substantially all of the organization's assets; (o) elect or remove officers of the board from office; or (p) appoint to office or remove from office the chair, vice chair or ceo.”

“In 2023, all employees, including executive services, were provided by trinet as a professional employer organization ("peo").”

“The organization's members consist of certain planned parenthood affiliates. As of june 30, 2024, the members are: - planned parenthood arizona - planned parenthood great plains - planned parenthood of greater new york - planned parenthoood league of massachusetts - planned parenthood of northern new england - planned parenthood south, east and north florida - planned parenthood of southern new england - planned parenthood southwest ohio”

“All directors are elected by the voting members.”

“The following actions and decisions are only authorized if they are approved by the requisite vote of the voting members: (a) proposing and approving amendments to the certificate, operating agreement, or bylaws; (b) amending or establishing member policies and procedures; (c) amending the funds flow policy; (d) establishing the membership criteria; (e) until june 30, 2022, approving the admission of new members; (f) electing and removing directors; (g) approving the organization's strategic plan; (h) establishing and amending the strategic funds guidelines; (i) approving strategic initiatives that require funds that exceed the amount available at the applicable time from membership strategic contributions, and approving the financing methodology for such strategic initiatives; (j) electing the governance committee; (k) approving the director nominations policy proposed by the governance committee; and (l) any matter requiring the approval of the voting members pursuant to the operating agreement.”

“Prior to filing, the form 990 was reviewed by the ceo & cfo, then a public inspection copy of the form was reviewed by the finance committee and was provided to the board of directors.”

“The organization's conflict of interest policy covers its board members, committee members, and officers. An individual with a potential or actual conflict of interest is required to promptly and fully disclose the relevant facts to the audit and compliance committee. If it is unclear whether a conflict exists, the audit and compliance committee and/or the organization's general counsel make the determination. Chn may enter a transaction that involves a conflict of interest if the board or relevant committee determines by majority vote that the arrangement is fair and reasonable to the organization and in its best interest, the arrangement furthers chn's mission, and the arrangement does not result in private inurement. Individuals with an actual or potential conflict may not be present for votes or discussions, execpt to answer questions, and are prohibited from exerting influence, directly or indirectly, with respect to the determination of whether a conflict exists and with respect to entering such transactions. If a person fails to disclose an actual or potential conflict, the board of directors may take appropriate disciplinary and corrective action.”

“The ceo's compensation was developed by aggregating salary data from several salary surveys: gallagher market analysis, willis towers watson market analysis, acec ceo survey, and chn affiliate ceo survey. The compensation was reviewed and approved by the chn ceo search committee co-chairs and by the board chair. This process was most recently completed in 2022.”

“The organization's forms 990 are available upon request or on public websites like guidestar, propublica and causeiq. The organization's form 1023 is available upon request.”

“The organization does not make its governing documents, conflict of interest policy and financial statements open to the public.”