Crisp Shared Services Inc

“Class c members have no voting rights.”

“Board committees: the board of directors may designate from among its members one or more committees ("board committees"). The board may also from time-to-time appoint one or more persons as consulting members of a board committee, without a vote, to serve at the pleasure of the board and such persons need not be directors. The board may also appoint from time-to-time advisory committees ("advisory committees") which may be comprised of or include voting members who are not members of the board of directors. The board of directors shall establish procedures for meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements for each board committee and the number of members and their qualifications for advisory board committees and may also establish such procedures or provide other guidance on operations for advisory committees. Each board committee shall exercise the authority of the board of directors to the extent authorized by resolution or other express delegation of authority by the board of directors. However, a committee may not: (a) approve action that requires member approval; (b) fill vacancies on the board of directors or any of its committees; or (c) approve major decisions set forth in section 6.16 of these bylaws. There shall at all times be, at a minimum, an audit and compliance committee.”

“The corporation shall have three (3) classes of members, "class a members," "class b members, and "class c members" (collectively, the "members"). Each class a member and class b member must be either (i) recognized by the internal revenue service as a tax-exempt entity described in sections 501(c)(3) and 509(a)(2) of the internal revenue code of 1986, as amended the "code") or (ii) a wholly-owned limited liability company of a class a member or class b member that operates a state or regional health information exchange. The institutions comprising the members shall have the authority and sole discretion to select the individuals who will represent such members in attending meetings, taking action, or otherwise participating in the affairs of the corporation. Each member represents and warrants that any such individual duly selected by them shall have the requisite corporate authority to act on their behalf.”

“Class a member and class b member rights: in addition to those rights granted by law, the articles of incorporation, and the provisions of these bylaws, each class a member and class b member shall have the following rights with regard to the corporation: (a) to vote on any matters before the members; (b) to appoint and remove directors (each class a member shall be entitled to appoint three (3) directors and each class b member shall be entitled to appoint one (1) director.); (c) to select one or more representatives who may attend and speak at meetings of the members and receive a copy of any materials made available to the members, but who shall not have the right to vote as a member.”

“A copy of the form 990 is provided to the board of directors before it is filed with the irs.”

“In connection with any actual or possible financial conflicts of interest, an interested person must disclose the existence of his or her financial interest and all material facts to the board of directors or members of committees considering the proposed transaction or arrangement. The disclosure required by this section shall be in writing, on a form prescribed by the board, and shall be submitted no less frequently than annually. Disclosure forms shall be updated on an interim basis by the interested person whenever there has been a material change in the underlying facts and circumstances. After disclosure of the financial interest and all material facts, and after any discussion with the interested person desired by the board or committee, he or 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. If a conflict of interest is found to exist, it shall be addressed as set forth below. If no conflict of interest is found to exist, the transaction or arrangement may be approved by the board if it fair and reasonable and in the best interests of the organization. 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 chairperson of the board or committee shall conduct a discussion of the conflict and its effect on the organization. The chairperson may, if the board or committee deems it appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After discussion and exercising any due diligence that may be necessary or appropriate, the board or committee shall determine whether the conflict is sufficiently insubstantial that it may be waived. If the board or committee determines that further inquiry is appropriate, it may proceed to determine whether the organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is fair and reasonable and in the organization's best interests and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. The minutes of the board and all committees shall contain-- 1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. 2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.”

“To determine compensation for the organization ceo and officers, an independent executive compensation firm was engaged to conduct an executive compensation analysis. The study benchmarked compensation for similar positions in organizations comparable in size and industries, which were weighted according to relevance: high-tech it, health care, general, and not-for-profit. The analysis included base salary, total cash (variable incentive) and direct compensation, and deferred compensation benefits. The analysis was presented to the ad hoc executive compensation committee of the board of directors. At the end of the fiscal year, this committee reviews organizational accomplishments against stated goals and recommends variable incentive pay amounts as well as base salary for the next fiscal year to the executive committee of the board for approval. The board authorizes executive compensation studies periodically as appropriate. For key and other highly compensated employees, independent consulting firms and benchmark sources were used to determine salary ranges based on market research. The process described here was last completed in 2024.”

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

“Contract services: program service expenses 18,109,802. Management and general expenses 1,047,928. Fundraising expenses 0. Total expenses 19,157,730. Purchased services cost transfer: program service expenses 158,559. Management and general expenses 9,175. Fundraising expenses 0. Total expenses 167,734.”

“The process has not changed from prior year.”