Healthcare in Action Inc

“The sole member of the organization is scan group, a california nonprofit public benefit corporation.”

“The sole member of the corporation shall be entitled to vote on the election of directors and other matters.”

“Bylaws article 3.4.3 special actions approved by corporate member. Notwithstanding any other provision contained in these bylaws, this corporation shall not take any of the following "special actions" without the prior consent/approval of the corporate member: (a) a decision to borrow funds; (b) a decision to enter into or amend any contractual arrangement as to which the aggregate of the prospective payments is in excess of $2 million; (c) a decision to expand the scope or nature of the business of this corporation, or into a different geographic area, beyond that currently being conducted; (d) any sale of all or substantially all the assets of this corporation; (e) any merger of this corporation with or into another organization; (f) a decision to cause this corporation to become a corporate member, shareholder or joint venturer with respect to another organization, except with respect to portfolio investments in the ordinary course of the corporation's investment activities; (g) hiring or firing the president/chief executive officer of this corporation; (h) approving dissolution and liquidation of this corporation; (i) a decision to file a petition in bankruptcy, enter into an assignment for the benefit of creditors or other arrangement among creditors or to enter into any transaction constituting a "reorganization" within the meaning of the california corporations code (j) amending the articles of incorporation or bylaws of this corporation; (k) approving the corporation's annual business plan; (l) approving the corporation's annual capital budget and annual operating budget; (m) authorizing distributions/capital transfers to any organization (including an affiliate of this corporation) other than the corporate member, other than charitable contributions that are consistent with an annual business plan already approved by the board of directors of this corporation and/or in the ordinary course of business; (n) approving commencement of or settlement of litigation or a dispute involving this corporation (in excess of $1 million); and (o) approval of direct or indirect investment (whether by way of equity or indebtedness) made by a third party into this corporation.”

“The form 990 is prepared by an outside accounting firm working in conjunction with scan's finance department. Scan health plan's director of accounting has direct responsibility for this effort, subject to supervision by the vice president and controller of scan health plan. After an initial draft of the form 990 is prepared, it is circulated for review and comment by relevant members of the executive team who have responsibility for and/or knowledge regarding the various matters disclosed and/or described in the form. The general counsel, in particular, reviews the form 990 for accuracy and completeness. The form 990 is provided to the healthcare in action, inc board for review after it is prepared, but prior to filing.”

“Healthcare in action, inc (hia) organizational resolutions adopted september 21, 2021 by the board of directors specifically states that hia adopted the scan health plan conflict of interest policy and are required to comply with its terms. Hia follows scan health plan's conflict of interest process. A description of the process is as follows: scan health plan regularly and consistently monitors and enforces compliance with its conflict of interest policy through annual circulation of a conflict of interest policy and disclosure questionnaire which all members of the board of directors, officers and members of executive management of every entity under scan group are required to complete and sign. In addition, there is annual mandatory compliance education and training and scan's compliance department is responsible for enforcement of scan&'s robust compliance program, including scan's code of conduct and compliance-related policies and procedures. Members of all the executive teams also have responsibility for enforcement. The legal department of scan group reviews all contractual relationships entered into by the organization and general counsel is responsible for monitoring the conflict of interest questionnaire. The legal department of scan group monitors and enforces adherence to these policies on an ongoing basis.”

“The process for determining compensation for ceo and president of healthcare in action inc (hia), is conducted by the human resources department of scan group and scan group board compensation committee. In determining the ceo and president's compensation, the human resources department and board rely on the paramaters set by the scan group board in collaboration with the scan group compensation committee. The compensation committee works with and relies upon the counsel and expertise of an outside compensation consultant with well-established experience and expertise in the area of nonprofit health care organizations, executive compensation, and compliance with the intermediate sanctions requirements applicable to such compensation. The hia board of directors approves the ceo compensation proposed by the scan group human resources department. With respect to all other employees at hia, the ceo makes a recommendation to the hia board of directors with respect to each employee's compensation package using the parameters set by the scan group compensation committee from the outside compensation consultant recommendations. The hia board makes a decision regarding the compensation package for such employees for the following year. The minutes of the hia board meeting for this meeting are prepared substantially contemporaneously and substantiate such deliberation and decisions. The outside compensation consultant providing the executive compensation report and guidance related to the executive pay for hia executives was mercer.”

“Healthcare in action, inc's governing documents are not made available to the public. Healthcare in action, inc makes its form 990, which contains financial information, available for public inspection.”