Better Health Together

“The bylaws were amended in 2015 affecting the member's ability to appoint board members (resulting in deconsolidation from empire health foundation on 7/31/2016). Amendments include: 1. The number of directors was expanded from "a minimum of five" to a fixed amount of 15. 2. Board members were divided into two classes, each with the same voting rights: class a (appointed by the member) and class b (elected by the board) 3. The number of directors appointed/elected by the member was reduced from 100% to 33.33% of the total of 15. 4. The term of any given director (class a or class b) was revised from one year to 3 years. 5. The provision for the removal of directors was changed from unlimited ability by the memeber to remove any director to unlimited ability to remove only its class a appointees. Removals of a class b director can now only be accomplished by a 2/3rd majority vote of all directors. 6. All other special powers previously held by the member remain intact post-change: ability to amend/repeal bylaws, amend articles of incorporation, contract assignment, merge/consolidate/dissolve/liquidate-all of these still require the consent of the member.”

“Empire health foundation, as member, may appoint one-third of the directors (class "a" directors).”

“The board may not adopt/amend/repeal the bylaws or amend the articles of incorporation in any way that affects the rights or powers of the sole member, including by adding new members. Directors may not, without prior written consent of the sole member, assign contracts to which the organization is a party; authorize the sale, lease, disposition or exchange of the organizations assets other than in the ordinary course of business; adopt a plan of merger or consolidation; authorize the dissolution of the organization or file a petition for bankruptcy.”

“The executive director and a board member will review pre-filing and circulate to the board once filed.”

“Written policy requires the affirmative disclosure of actual and potential conflicts of interest annually--responses reviewed by the executive committee.”

“Financial statements and governing documents are generally not made available for public inspection.”

“Chronic disease self-management: providing tools for self-management of chronic conditions such as heart disease and diabetes. Ach--design and implementation work around accountable communities of health.”

“Various consulting services: program service expenses 152,872. Management and general expenses 2,276. Fundraising expenses 0. Total expenses 155,148. Database and case managment: program service expenses 16,250. Management and general expenses 0. Fundraising expenses 0. Total expenses 16,250. Subcontracts under navigator program: program service expenses 119,051. Management and general expenses 0. Fundraising expenses 0. Total expenses 119,051. Subcontracts under chronic disease management program: program service expenses 205,590. Management and general expenses 0. Fundraising expenses 0. Total expenses 205,590. Subcontract under hotspotters program: program service expenses 44,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 44,000.”

“The processes and methods for determining the independent auditor are determined by empire health foundation and have not changed from prior years.”