Crisp Shared Services Inc.

“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.”

“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, a salary survey was first conducted to understand compensation for positions of similar responsibility at organizations in the health care and health it industry. Base compensation and a percentage of potential variable compensation were set to be consistent with the survey findings. At the end of each year, the board of directors compares organizational accomplishments to stated goals, and determines if any of the potential variable compensation will be awarded. An annual cola adjustment is applied to the ceo compensation, using the cola of a large hospital system in the baltimore area as the standard. The board will authorize salary surveys in future years as appropriate. When determining the compensation of officers and key employees, an independent consultant is engaged to provide a suggested salary range based on market research. The results are presented to the board of directors for their final approval.”

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