Contexture

“There shall be an executive committee of the board of directors which shall consist of the board-appointed officers of the corporation who are also directors, including the ex officio non-voting members of the board who shall be non-voting members of the executive committee, and up to two at-large directors, as appointed by the board of directors. The executive committee shall have the power to transact all regular business of the corporation during the period between board meetings, subject to any limitations imposed by the board of directors, by the bylaws (including in sections 1.4(b) and 1.6 (a)(iv), or by the law.”

“The form 990 is prepared by the organization's public accounting firm based on information provided by management. Once the draft is available, it is reviewed by management and any changes incorporated into the filing. Once this detailed review is complete, the draft of the form 990 is presented to the board of directors for their review and comments prior to filing with the irs.”

“In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board of directors regarding the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the board of directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining members of the board of directors shall decide if a conflict of interest exists. The minutes of the board of directors shall contain the names of the persons, the nature of the financial interest and decision as to whether a conflict of interest in fact existed. To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include a review of whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or an excess benefit transaction.”

“Ceo compensation is determined by the executive committee and approved by the entire board. An outside consultant provided a benchmark survey for all executive positions which was used to determine if salaries are in proper ranges. This was then documented in the ceo's personnel file. New or reclassified positions are reviewed by the manager and director of human resources to evaluate the duties and see if adjustments are necessary. An outside consultant prepared a comprehensive salary analysis of all positions within the organization (except executive leadership) and assigned a pay grade to each job title. Compa ratios are used to determine individual salaries and any increases are determined through annual performance evaluations. Evaluations are documented and kept in the employee's personnel file. The process described here was last completed in 2022.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“The hie services for health care organizations and state agency health information technology & exchange (hit/hie) support programs started in the current year.”

“Capital transfer to parent 32,997,382.”

“There has been no change in either the oversight process or the selection process during the year.”