Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC |
270332436 | 7 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 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 | ||||||
| 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 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| 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. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included on 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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| SECTION A LINE 1 | THE GOVERNING DOCUMENTS OF THE ORGANIZATION STATE THAT "THE CORPORATION IS ORGANIZED AND WILL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF THE FOLLOWING I.R.C. SECTION 509(A)(2) ORGANIZATIONS: CHESAPEAKE REGIONAL INFORMATION SERVICES FOR OUR PATIENTS, INC. (AND ITS WHOLLY-OWNED LIMITED LIABILITY COMPANY AFFILIATES), THE WEST VIRGINIA HEALTH INFORMATION NETWORK AND SUCH OTHER STATE OR REGIONAL HEALTH INFORMATION EXCHANGES THAT MAY BECOME MEMBERS IN THE FUTURE. CHESAPEAKE REGIONAL INFORMATION SERVICES FOR OUR PATIENTS, INC., THE WEST VIRGINIA HEALTH INFORMATION NETWORK AND SUCH OTHER STATE HEALTH INFORMATION EXCHANGES THAT ARE I.R.C. SECTION 509(A)(2) ORGANIZATIONS AND THAT MAY BECOME MEMBERS OF THE CORPORATION IN THE FUTURE WILL APPOINT ALL OF THE DIRECTORS OF THE CORPORATION." |
| PART IV, SECTION B, LINE 1: | SUPPORTED ORGANIZATION RESERVES SPECIFIC POWERS UNDER THE BYLAWS TO ENSURE THE EFFECTIVE OPERATION, GOVERNANCE, AND SUSTAINABILITY OF CSS, AND FURTHER THAT THE CORPORATE STRUCTURE IS PRESERVED. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4A | CSS WAS FORMED TO SUPPORT THE FOLLOWING STATE-DESIGNATED HIES: THE CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS, INC. (MARYLAND), THE WEST VIRGINIA HEALTH INFORMATION NETWORK (WEST VIRGINIA), HEATH INFORMATION ALLIANCE, INC. DBA CONNIE (CONNECTICUT), HEALTHECONNECT ALASKA (ALASKA), AND CRISP DC (DISTRICT OF COLUMBIA) (COLLECTIVELY, THE SUPPORTED ORGANIZATIONS). ALL THE SUPPORTED ORGANIZATIONS ARE RECOGNIZED AS TAX EXEMPT UNDER I.R.C. SECS. 501(C)(3) AND 509(A)(2). CSS' ACTIVITIES, WHICH ARE PERFORMED BY ITS EMPLOYEES IN SUPPORT OF THE SUPPORTED ORGANIZATIONS, ARE DESCRIBED ON SCHEDULE O. A. TECHNOLOGY INFRASTRUCTURE SHARING (50%). CSS' TECHNOLOGY INFRASTRUCTURE ENABLES THE APPROPRIATE AND SECURE ELECTRONIC EXCHANGE OF HEALTHCARE DATA AMONG THE SUPPORTED ORGANIZATIONS AND THEIR PROVIDERS AND PARTICIPANTS FOR THE PURPOSES OF IMPROVING CLINICAL EFFICIENCY, QUALITY OF CARE AND PATIENT OUTCOMES, INCLUDING REDUCED READMISSIONS AND HEALTHCARE COSTS, REDUCTIONS IN MEDICATION, DIAGNOSTIC AND CLERICAL ERRORS, AND IMPROVED TRANSITIONS OF CARE. THROUGH AN AGREEMENT WITH EACH SUPPORTED ORGANIZATION, CSS ENABLES SUPPORTED ORGANIZATION ACCESS TO THE REQUESTED COMPONENTS OF THE CSS TECHNOLOGY INFRASTRUCTURE BEST SUITED TO MEET THE NEEDS OF THE SUPPORTED ORGANIZATION AND THEIR PROVIDERS AND PARTICIPANTS. CSS' TECHNOLOGY COMPONENTS, INCLUDING MASTER PATIENT INDEX, UNIFIED LANDING PAGE, ENCOUNTER NOTIFICATION SERVICE AND CORRESPONDING CARE ALERTS, INCONTEXT APPLICATION, PRESCRIPTION DRUG MONITORING PROGRAM, IMAGE EXCHANGE, SOCIAL DETERMINANTS OF HEALTH REFERRALS, AND OTHERS, WERE ORIGINALLY BUILT AND FUNDED BY FEDERAL GRANT AWARDS. THEY ARE SUFFICIENTLY CUSTOMIZABLE TO INTEGRATE WITH A VARIETY OF DISTINCTIVE HIE ENVIRONMENTS. BY SHARING ITS TECHNOLOGY DATABASE WITH THE SUPPORTED ORGANIZATIONS AND THEIR PROVIDERS AND PARTICIPANTS, CSS ENABLES ITS SUPPORTED ORGANIZATIONS TO MEET THEIR MISSIONS OF LESSENING THE BURDENS OF GOVERNMENT BY SHARING DATA TO IMPROVE CLINICAL EFFICIENCY, QUALITY OF CARE AND PATIENT OUTCOMES OF THEIR RESPECTIVE RESIDENTS. B. SCIENTIFIC AND EDUCATIONAL RESEARCH BY SUPPORTED ORGANIZATIONS (25%). THE CSS DATABASE ALSO SUPPORTS, ON A VAST SCALE, THE COLLECTION OF EPIDEMIOLOGICAL AND OTHER DATA, THUS PROVIDING UNIQUE SCIENTIFIC RESEARCH AND EDUCATIONAL OPPORTUNITIES FOR THE SUPPORTED ORGANIZATIONS AND THEIR PROVIDERS AND PARTICIPANTS. THROUGH ITS ABILITY TO ACCESS AND REMOVE PERSONAL IDENTIFYING INFORMATION, SUCH AS NAMES OR SOCIAL SECURITY NUMBERS FROM PATIENT RECORDS, THE CSS DATABASE HELPS THE SUPPORTED ORGANIZATION, THEIR PROVIDERS AND PARTICIPANTS RELIABLY DETERMINE THE MOST SUCCESSFUL TREATMENTS, RECOGNIZE IMPORTANT AREAS IN NEED OF QUALITY IMPROVEMENT, AND IDENTIFY MEDICAL ERRORS AND OTHER INEFFICIENCIES (SUCH AS TREATMENT COMPLICATIONS) AND OTHERWISE LEVERAGE DATA TO SUPPORT POPULATION HEALTH PRIORITY INITIATIVES ACROSS THE SUPPORTED ORGANIZATION'S JURISDICTION. C. ASSISTANCE WITH PUBLIC HEALTH INITIATIVES OF THE SUPPORTING ORGANIZATIONS (25%). THE CSS DATABASE HAS SUPPORTED PUBLIC HEALTH INITIATIVES OF THE SUPPORTED ORGANIZATIONS, SUCH AS THE PRESCRIPTION DRUG MONITORING PROGRAM AND DIABETES MANAGEMENT IN CONJUNCTION WITH THE CHESAPEAKE REGIONAL INFORMATION SYSTEM (CRISP), ONE OF ITS SUPPORTED ORGANIZATIONS. IN EARLY 2020 WITH THE ONSET OF THE COVID19 PANDEMIC, CSS TEAMED WITH CRISP TO DEVELOP PROGRAMS AND TOOLS THAT DELIVERED CRITICAL AND TIME-SENSITIVE INFORMATION TO PUBLIC HEALTH LEADERS, PROVIDERS, AND OTHERS REGARDING THE PANDEMIC RESPONSE. DELIVERABLES INCLUDED REPORTS, ANALYTICS, AND VISUALIZATIONS OF KEY PUBLIC HEALTH METRICS SUCH AS POSITIVITY RATE, CASE COUNT, HOSPITAL ADMISSIONS AND ATTRIBUTED DEATHS BY ZIP CODE, AN INVENTORY MANAGEMENT TOOL FOR PERSONAL PROTECTIVE EQUIPMENT, VENTILATORS, AND HOSPITAL BEDS TO MANAGE SURGE CAPACITY, AND A REGISTRATION SYSTEM FOR MASS-SITE COVID19 TESTING. SUBSEQUENTLY, CSS DEVELOPED THE IMMUTRACK TOOL WHICH NOT ONLY SUPPORTS THE COVID19 IMMUNIZATION TRACKING AND RELATED POPULATION METRICS, BUT ALSO IS BROADLY APPLICABLE IN MANAGING FUTURE COMMUNICABLE DISEASE OUTBREAKS. |
| FORM 990, PART VI, SECTION A, LINE 1A | CLASS C MEMBERS HAVE NO VOTING RIGHTS. |
| FORM 990, PART VI, SECTION A, LINE 1A | BOARD COMMITTEES: THE BOARD OF DIRECTORS MAY DESIGNATE FROM AMONG ITS MEMBERS ONE OR MORE COMMITTEES ("BOARD COMMITTEES"). THE BOARD MAY ALSO FROM TIME-TO-TIME APPOINT ONE OR MORE PERSONS AS CONSULTING MEMBERS OF A BOARD COMMITTEE, WITHOUT A VOTE, TO SERVE AT THE PLEASURE OF THE BOARD AND SUCH PERSONS NEED NOT BE DIRECTORS. THE BOARD MAY ALSO APPOINT FROM TIME-TO-TIME ADVISORY COMMITTEES ("ADVISORY COMMITTEES") WHICH MAY BE COMPRISED OF OR INCLUDE VOTING MEMBERS WHO ARE NOT MEMBERS OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS SHALL ESTABLISH PROCEDURES FOR MEETINGS, ACTION WITHOUT MEETINGS, NOTICE AND WAIVER OF NOTICE, AND QUORUM AND VOTING REQUIREMENTS FOR EACH BOARD COMMITTEE AND THE NUMBER OF MEMBERS AND THEIR QUALIFICATIONS FOR ADVISORY BOARD COMMITTEES AND MAY ALSO ESTABLISH SUCH PROCEDURES OR PROVIDE OTHER GUIDANCE ON OPERATIONS FOR ADVISORY COMMITTEES. EACH BOARD COMMITTEE SHALL EXERCISE THE AUTHORITY OF THE BOARD OF DIRECTORS TO THE EXTENT AUTHORIZED BY RESOLUTION OR OTHER EXPRESS DELEGATION OF AUTHORITY BY THE BOARD OF DIRECTORS. HOWEVER, A COMMITTEE MAY NOT: (A) APPROVE ACTION THAT REQUIRES MEMBER APPROVAL; (B) FILL VACANCIES ON THE BOARD OF DIRECTORS OR ANY OF ITS COMMITTEES; OR (C) APPROVE MAJOR DECISIONS SET FORTH IN SECTION 6.16 OF THESE BYLAWS. THERE SHALL AT ALL TIMES BE, AT A MINIMUM, AN AUDIT AND COMPLIANCE COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINE 6 | 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. |
| FORM 990, PART VI, SECTION A, LINE 7A | 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. |
| FORM 990, PART VI, SECTION B, LINE 11B | A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE IT IS FILED WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | TO DETERMINE COMPENSATION FOR THE ORGANIZATION CEO AND OFFICERS, AN INDEPENDENT EXECUTIVE COMPENSATION FIRM WAS ENGAGED TO CONDUCT AN EXECUTIVE COMPENSATION ANALYSIS. THE STUDY BENCHMARKED COMPENSATION FOR SIMILAR POSITIONS IN ORGANIZATIONS COMPARABLE IN SIZE AND INDUSTRIES, WHICH WERE WEIGHTED ACCORDING TO RELEVANCE: HIGH-TECH IT, HEALTH CARE, GENERAL, AND NOT-FOR-PROFIT. THE ANALYSIS INCLUDED BASE SALARY, TOTAL CASH (VARIABLE INCENTIVE) AND DIRECT COMPENSATION, AND DEFERRED COMPENSATION BENEFITS. THE ANALYSIS WAS PRESENTED TO THE ADHOC EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. AT THE END OF THE FISCAL YEAR, THIS COMMITTEE REVIEWS ORGANIZATIONAL ACCOMPLISHMENTS AGAINST STATED GOALS AND RECOMMENDS VARIABLE INCENTIVE PAY AMOUNTS AS WELL AS BASE SALARY FOR THE NEXT FISCAL YEAR TO THE EXECUTIVE COMMITTEE OF THE BOARD FOR APPROVAL. THE BOARD AUTHORIZES EXECUTIVE COMPENSATION STUDIES PERIODICALLY AS APPROPRIATE. FOR KEY AND OTHER HIGHLY COMPENSATED EMPLOYEES, INDEPENDENT CONSULTING FIRMS AND SOURCES WERE USED TO DETERMINE SALARY RANGES BASED ON MARKET RESEARCH. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART IX, LINE 11G | CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 20,199,453. MANAGEMENT AND GENERAL EXPENSES 1,176,117. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 21,375,570. |
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| Software Version: |