Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HEALTHIX INC
Employer identification number
45-0553664
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2,636,562
4,088,471
4,551,340
5,093,277
8,865,940
25,235,590
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
409,304
221,512
1,781,116
2,930,892
2,251,418
7,594,242
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
3,045,866
4,309,983
6,332,456
8,024,169
11,117,358
32,829,832
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
1,122,754
224,645
1,347,399
c
Add lines 7a and 7b..
1,122,754
224,645
1,347,399
8
Public support (Subtract line 7c from line 6.)
31,482,433
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
3,045,866
4,309,983
6,332,456
8,024,169
11,117,358
32,829,832
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
1,080
5,118
34,170
2,117,729
11,708
2,169,805
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
1,080
5,118
34,170
2,117,729
11,708
2,169,805
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
1,985
2,199
4,184
13
Total support. (Add lines 9, 10c, 11, and 12.)..
3,046,946
4,315,101
6,366,626
10,143,883
11,131,265
35,003,821
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
89.940 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
6.200 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HEALTHIX INC
Employer identification number
45-0553664
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 4
THE ORGANIZATION AMENDED ITS BYLAWS TO MAKE THE FOLLOWING CHANGES: - THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS NOR DO THEY HAVE POWER TO APPROVE GOVERNING BODY DECISIONS. - THE FOLLOWING CORPORATE ACTIONS REQUIRE TWO-THIRDS VOTE CAST BY THE ENTIRE BOARD: - ANY AMENDMENT OF THESE BY-LAWS; - INCURRING DEBT OBLIGATIONS IN EXCESS OF $1,000,000; - AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF THE CORPORATION; - THE SALE OR OTHER TRANSFER OF ASSETS OF THE CORPORATION WITH A FAIR MARKET VALUE EXCEEDING $1,000,000; AND - THE LIQUIDATION, MERGER, CONSOLIDATION, DISSOLUTION - THE OFFICERS OF THE BOARD NOW INCLUDE A TREASURER AND SECRETARY. - AN ADDITIONAL CORPORATE OFFICER POSITION WAS CREATED, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL.
FORM 990, PART VI, SECTION A, LINE 6
MEMBERSHIP: IN ORDER FOR AN ORGANIZATION OR INDIVIDUAL TO QUALIFY TO BE A PARTICIPANT IN THE REGIONAL HEALTH INFORMATION ORGANIZATION ("RHIO") OPERATED BY THE CORPORATION ("PARTICIPANT"), HE/SHE OR IT MUST ENTER INTO A RHIO SERVICES, PARTICIPATION OR SIMILAR AGREEMENT WITH THE CORPORATION (EACH, A "RHIO SERVICES AGREEMENT"), THE FORM OF WHICH HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION ("BOARD"), TO PARTICIPATE IN A CLINICAL INFORMATION DATA EXCHANGE PROGRAM WITH THE CORPORATION AND TO ACT AS A DATA SOURCE AND/OR DATA USER WITH RESPECT TO THE CORPORATION'S DATA EXCHANGE. A PARTICIPANT'S PARTICIPATION IN THE CORPORATION WILL TERMINATE IF THE RHIO SERVICES AGREEMENT IS TERMINATED FOR ANY REASON.
FORM 990, PART VI, SECTION A, LINE 7A
BEGINNING AS OF JANUARY 1, 2013, EACH INITIAL HOSPITAL MEMBER SHALL BE ENTITLED TO SUCH NUMBER OF VOTES WHICH IS DEEMED TO BE SUBSTANTIALLY PROPORTIONATE TO ITS MEMBERSHIP WHICH IS SET FORTH AS FOLLOWS, PROVIDED THE ORGANIZATION HAS ENTERED INTO A PARTICIPANT AGREEMENT WITH HEALTHIX,INC.: NORTH SHORE-LONG ISLAND JEWISH HEALTH SYSTEM SHALL HAVE EIGHT (8) VOTES, CATHOLIC HEALTH SERVICES OF LONG ISLAND SHALL HAVE EIGHT (8) VOTES, SOUTH NASSAU COMMUNITIES HOSPITAL SHALL HAVE TWO (2) VOTES AND NASSAU UNIVERSITY MEDICAL CENTER SHALL HAVE TWO (2) VOTES, BROOKHAVEN MEMORIAL HOSPITAL MEDICAL CENTER SHALL HAVE ONE (1) VOTE,HUNTINGTON HOSPITAL SHALL HAVE ONE (1) VOTE, LONG BEACH MEDICAL CENTER SHALL HAVE ONE (1) VOTE, JOHN T. MATHER HOSPITAL SHALL HAVE ONE (1) VOTE, NEW ISLAND HOSPITAL SHALL HAVE ONE (1) VOTE, PENINSULA HOSPITAL SHALL HAVE ONE (1) VOTE, ST. JOHN'S EPISCOPAL HOSPITAL SHALL HAVE ONE (1) VOTE. EACH HEALTH PROFESSIONAL ORGANIZATION MEMBER SHALL BE ENTITLED TO ONE (1) VOTE. THE FUTURE HOSPITAL MEMBERS AND LONG TERM CARE MEMBERS SHALL HAVE NO RIGHT TO VOTE. VOTING AT ANY MEETING OF THE MEMBERS OF THE CORPORATION MAY BE IN PERSON OR BY PROXY AUTHORIZED IN ACCORDANCE WITH LAW. AS OF DECEMBER 1, 2013, THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7B
BEGINNING AS OF JANUARY 1, 2013: SECTION 1. POWERS AND DUTIES. THE BOARD OF DIRECTORS (THE "BOARD") OF THE CORPORATION WILL HAVE THE POWER TO ACT ON, AND WILL BE RESPONSIBLE FOR THE MANAGEMENT, PROPERTY, ACTIVITIES AND AFFAIRS OF THE CORPORATION, INCLUDING THE DETERMINATION OF APPROPRIATE POLICY AND THE NECESSARY SUPPORTING PROGRAMS AND ACTIVITIES. IN PARTICULAR, THE BOARD SHALL BE RESPONSIBLE FOR, BUT NOT LIMITED TO THE FOLLOWING: (I) APPROVING THE STRATEGIC DIRECTION OF THE CORPORATION. (II) APPROVING THE ANNUAL BUDGET. (III) APPROVING CHANGES TO THE MEMBERSHIP FEE STRUCTURE. (IV) APPROVING APPOINTMENTS TO BOARD COMMITTEES. (V) APPROVING THE SCOPE OF RESPONSIBILITIES OF THE BOARD AND THE BOARD COMMITTEES. (VI) DECIDING ISSUES AND APPROVING POLICIES THAT WOULD SIGNIFICANTLY CHANGE OR AFFECT THE STRATEGIC DIRECTION OF THE CORPORATION. SECTION 2. COMPOSITION. 2.1 THERE SHALL BE A MAXIMUM OF TWENTY-SIX SEATS OR DIRECTORS ON THE BOARD OF DIRECTORS. SIXTEEN (16) SEATS SHALL BE APPOINTED POSITIONS, SEVEN (7) SEATS SHALL BE ELECTED POSITIONS OR "DIRECTOR AT LARGE" POSITIONS AND THREE SEATS SHALL BE EX-OFFICIO. THE CHAIR OF THE BOARD, PRESIDENT-CEO AND THE IMMEDIATE PAST CHAIRPERSON SHALL EACH HOLD ONE (1) SEAT. THE INITIAL HOSPITAL CLASS SHALL EACH HAVE 1 SEAT PER CLASS MEMBER FOR A MAXIMUM TOTAL OF ELEVEN (11) APPOINTED SEATS; THE HEALTH PROVIDER ORGANIZATION CLASS SHALL HAVE 1 SEAT PER CLASS MEMBER FOR A MAXIMUM TOTAL OF FIVE (5) (APPOINTED) SEATS; THE FUTURE HOSPITAL CLASS SHALL COLLECTIVELY HAVE A MAXIMUM OF THREE (3) ELECTED SEATS; THE LONG TERM CARE CLASS SHALL COLLECTIVELY HAVE A MAXIMUM OF ONE (1) ELECTED SEAT. ADDITIONALLY, THERE SHALL BE REPRESENTATION ON THE BOARD BY A BUSINESS/NOT-FOR-PROFIT EXPERT, PATIENT ADVOCATE AND PUBLIC HEALTH REPRESENTATIVE, COLLECTIVELY REFERRED TO AND REPRESENTING "NON HEALTH CARE PROVIDER ORGANIZATIONS OR NHPOS", WHICH SHALL HAVE A MAXIMUM TOTAL OF THREE (3) ELECTED SEATS. 2.2 THE DIRECTORS OF THE BOARD SHALL BE COMPRISED OF ELECTED POSITIONS AND APPOINTED POSITIONS, BASED UPON CLASS OR BY VIRTUE OF OFFICE HELD. THE FOLLOWING DIRECTOR POSITIONS SHALL BE APPOINTED TO THE BOARD BY VIRTUE OF HIS/HER OFFICE OR APPOINTMENT BY A MEMBER OF THE INITIAL HOSPITAL OR HPO CLASS: (I) PRESIDENT & CEO OF HEALTHIX, INC.(EX-OFFICIO AND VOTING); (II) CHAIR OF THE BOARD (EX-OFFICIO AND VOTING)(OR VICE CHAIR IN HIS/HER ABSENCE) (III) IMMEDIATE PAST CHAIRPERSON (EX-OFFICIO AND NON-VOTING); (III) NORTH SHORE-LIJ HEALTH SYSTEM MEMBER (APPOINTED AND VOTING); (IV) CATHOLIC HEALTH SYSTEM OF LONG ISLAND (APPOINTED AND VOTING); (V) NASSAU UNIVERSITY MEDICAL CENTER (APPOINTED AND VOTING); (VI) SOUTH NASSAU COMMUNITIES HOSPITAL (APPOINTED AND VOTING); (VII) BROOKHAVEN MEMORIAL HOSPITAL MEDICAL CENTER (APPOINTED AND VOTING); (VIII)JOHN T. MATHER HOSPITAL (APPOINTED AND VOTING); (IX) PENINSULA HOSPITAL (APPOINTED AND VOTING); (X) NEW ISLAND HOSPITAL (APPOINTED AND VOTING); (XI) HUNTINGTON HOSPITAL (APPOINTED AND VOTING); (XII) LONG BEACH MEDICAL CENTER (APPOINTED AND VOTING) (XIII)ST. JOHN'S EPISCOPAL HOSPITAL (APPOINTED AND VOTING) (XIV) NEW YORK MEDICAL STAFF LEADERSHIP COUNCIL (APPOINTED AND VOTING) (XV) MEDICAL SOCIETY OF THE STATE OF NEW YORK (APPOINTED AND VOTING) (XVI) AMERICAN COLLEGE OF PHYSICIANS (APPOINTED AND VOTING) (XVII)NASSAU COUNTY MEDICAL SOCIETY (APPOINTED AND VOTING) (XVIII)SUFFOLK COUNTY MEDICAL SOCIETY (APPOINTED AND VOTING) 2.3 THE FOLLOWING DIRECTOR POSITIONS SHALL BE ELECTED TO THE BOARD OF DIRECTORS AND SHALL BE NOMINATED BY THE BOARD NOMINATING COMMITTEE. ELECTED SEATS TO THE BOARD OF DIRECTORS SHALL BE REPRESENTATIVE OF THE FOLLOWING CLASSES OR GROUPS: (I) LONG TERM CARE CLASS (ELECTED AND VOTING) (II) FUTURE HOSPITAL CLASS (ELECTED AND VOTING) (III) NON-HEALTH CARE PROVIDER ORGANIZATIONS (ELECTED AND VOTING AS OF DECEMBER 1, 2013, THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS NOR DO THEY HAVE POWER TO APPROVE GOVERNING BODY DECISIONS.
FORM 990, PART VI, SECTION B, LINE 11
AFTER THE FORM IS PREPARED BY OUTSIDE ACCOUNTANTS, IT WILL FIRST BE REVIEWED BY THE SVP OF FINANCE & ADMINISTRATION. IF THERE ARE ANY SUGGESTED CHANGES OR MODIFICATIONS, HE WILL COMMUNICATE DIRECTLY WITH THE OUTSIDE ACCOUNTANTS. ONCE THE SVP OF FINANCE IS SATISFIED WITH THE 990, HE WILL PASS IT ON TO THE CEO FOR HIS REVIEW. ONCE THE CEO IS SATISFIED WITH THE 990, THE NEXT STEP IS TO PASS IT ON TO THE TREASURER, WHO IS ALSO THE CHAIRMAN OF THE FINANCE COMMITTEE AND A MEMBER OF THE EXECUTIVE COMMITTEE AND THE BOARD OF DIRECTORS, FOR HIS REVIEW. ONCE THE TREASURER IS SATISFIED WITH THE 990, IT WILL BE PASSED ON TO THE FULL EXECUTIVE COMMITTEE. THIS COMMITTEE IS A SUBSET OF THE FULL HEALTHIX, INC. BOARD AND IS CHARGED WITH MAKING MANY KEY DECISIONS AFFECTING THE COMPANY. IT IS THIS GROUP OF INDIVIDUALS THAT WILL AUTHORIZE THE FILING OF THE 990. ONCE THE EXECUTIVE COMMITTEE IS SATISFIED WITH THE 990 AND HAS AUTHORIZED ITS FILING, THE SVP OF FINANCE OR THE CEO WILL PROVIDE AN ELECTRONIC COPY TO THE FULL BOARD OF DIRECTORS PRIOR TO THE EXTENDED DUE DATE OF THE RETURN. THE BOARD WILL BE INFORMED THAT THE EXECUTIVE COMMITTEE HAS REVIEWED AND APPROVED THE 990. IF ANY BOARD MEMBER HAS ANY QUESTIONS OR CONCERNS THEY WILL BE INSTRUCTED TO CONTACT THE SVP OF FINANCE, WHO WILL RESOLVE THEIR INQUIRIES PROMPTLY.
FORM 990, PART VI, SECTION B, LINE 12C
NO CONTRACT OR OTHER TRANSACTION BETWEEN HEALTHIX AND ONE OR MORE OF ITS DIRECTORS OR OFFICERS, OR BETWEEN HEALTHIX AND ANY OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS, OR HAVE A SUBSTANTIAL FINANCIAL INTEREST, SHALL BE EITHER VOID OR VOIDABLE FOR THIS REASON ALONE OR BY REASON ALONE THAT SUCH DIRECTOR OR DIRECTORS OR OFFICER OR OFFICERS ARE PRESENT AT THE MEETING OF THE BOARD, OR OF A COMMITTEE THEREOF, WHICH AUTHORIZES SUCH CONTRACT OR TRANSACTION, OR THAT HIS OR THEIR VOTES ARE COUNTED FOR SUCH PURPOSE, IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST IN SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP, OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH OR KNOWN TO THE BOARD OR COMMITTEE, AND THE BOARD OR COMMITTEE AUTHORIZES SUCH CONTRACT OR TRANSACTION BY A VOTE SUFFICIENT FOR SUCH PURPOSE WITHOUT COUNTING THE VOTE OR VOTES OF SUCH INTERESTED DIRECTOR OR OFFICER, OR IF THE VOTES OF THE DISINTERESTED DIRECTORS ARE INSUFFICIENT TO CONSTITUTE AN ACT OF THE BOARD, BY UNANIMOUS VOTE OF THE DISINTERESTED DIRECTORS; OR THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST IN SUCH CONTRACTOR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP, OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH, OR KNOWN TO THE MEMBERSHIP OF THE CORPORATION ENTITLED TO VOTE THEREON, IF ANY, AND SUCH CONTRACT OR TRANSACTION IS AUTHORIZED BY VOTE OF THE MEMBERSHIP.
FORM 990, PART VI, SECTION B, LINE 15
CEO COMPENSATION AND THAT OF THE SVP OF MEMBER SERVICES (I.E., SALES) ARE SET BY EMPLOYMENT AGREEMENTS. IN THE PRIOR YEAR, 2012, THE COMPANY ENGAGED AN INDEPENDENT COMPENSATION CONSULTING COMPANY, THE "HAY GROUP", WHICH PERFORMED A FORMAL MARKET STUDY AND PROVIDED RANGES FOR SALARIES, BONUSES & COMMISSION PLANS FOR THE ENTIRE COMPANY. IT WAS NOT NECESSARY TO PERFORM THIS ANALYSIS AGAIN IN 2013. GOALS WERE SET FOR ALL EMPLOYEES AT THE BEGINNING OF 2013, AND THEIR PERFORMANCE WAS MEASURED AGAINST GOALS AFTER 2013 CONCLUDED. IN ADDITION, DUE TO THE MERGER WITH BHIX ON 12/01/2013, CERTAIN SALARIES WERE ADJUSTED DUE TO THE INCREASE IN RESPONSIBILITIES RESULTING FROM THE MERGER. BONUSES, WHICH WERE ACCRUED AT 12/31/12 (BASED ON 2012 PERFORMANCE), WERE PAID IN 2013, AND THOSE WHICH ACCRUED AT 12/31/13 (BASED ON 2013 PERFORMANCE) WERE PAID OUT IN 2014. THE INCENTIVE COMPENSATION (I.E, BONUS) PROGRAMS WERE APPROVED BY THE EXECUTIVE COMMITTEE FOR BOTH 2012 AND 2013, AND WERE ALSO DISTRIBUTED TO ALL EMPLOYEES. THE BY-LAWS CREATE A COMMITTEE OF THE BOARD WITH FULL POWERS OF THE BOARD TO REVIEW AND APPROVE THE COMPENSATION OF OFFICERS AND OTHER KEY EMPLOYEES. THE COMMITTEE, WHICH IS HEALTHIX'S EXECUTIVE COMMITTEE, CONSISTS OF TRUSTEES WHO HAVE NO CONNECTION TO HEALTHIX EXCEPT AS TRUSTEES AND THEY HAVE NO CONFLICTS AS TO MATTERS THEY CONSIDER. THE COMMITTEE MEETS SEVERAL TIMES A YEAR AS NEEDED BUT ALWAYS MEETS IN NOVEMBER/DECEMBER TO REVIEW AND DETERMINE OFFICER AND KEY EMPLOYEE COMPENSATION FOR THE FOLLOWING YEAR. FOR PURPOSES OF THEIR REVIEW THE COMMITTEE CONSIDERS THE RECOMMENDATIONS OF THE CEO FOR ALL PERSONS OTHER THAN THE CEO. THERE IS NO DOCUMENTATION OF THE BOARD'S APPROVAL FOR THE COMPENSATION OF OFFICERS AND OTHER KEY EMPLOYEES. ALL DISCUSSIONS ARE HELD VERBALLY.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE BY POSTING IT ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY.
FORM 990, PART IX, LINE 11G
CONSULTING FEES: PROGRAM SERVICE EXPENSES 4,234,997. MANAGEMENT AND GENERAL EXPENSES 181,334. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,416,331. PAYROLL PROCESSING FEES: PROGRAM SERVICE EXPENSES 759. MANAGEMENT AND GENERAL EXPENSES 13,006. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,765. RECRUITING FEES: PROGRAM SERVICE EXPENSES 57,280. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 57,280. OTHER CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 7,324. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,324. BHIX PROFESSIONAL FEE: PROGRAM SERVICE EXPENSES 8,514. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 8,514.
FORM 990, PART XI, LINE 9:
INCREASE IN NET ASSETS DUE TO MERGER OF BHIX 642,600.
FORM 990,PART XII, LINE 2C
THE ORGANIZATION'S FINANCE COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF ITS INDEPENDENT AUDITOR. THE POLICY FOR SELECTION AND OVERSIGHT OF THE INDEPENDENT AUDITORS HAS NOT CHANGED SINCE LAST YEAR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.