2024-05-15T14:34:44-05:00 2023-06-30 410746749 CLIFTONLARSONALLEN LLP 901 NORTH GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2022-07-01 853328249 CRISP SHARED SERVICES INC CRIS 4432850160 7160 COLUMBIA GATEWAY 100 COLUMBIA MD 21046 CRAIG BEHM CEO 4432850160 2024-05-14 1 CRAIG BEHM XXX-XX-XXXX 1 ROBERT WILLIAMS P01345960 5712279500 2024-05-14 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z CRAIG BEHM 7160 COLUMBIA GATEWAY 100 COLUMBIA MD 21046 46417058 0 X WWW.CRISPHEALTH.ORG X 2020 MD TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE AND POOLING INNOVATION EFFORTS. 7 7 162 7 0 0 0 0 13230464 46417058 0 0 0 0 13230464 46417058 0 0 0 0 12518638 16307462 0 0 0 712226 28858829 13230864 45166291 -400 1250767 2212983 12012470 2190207 10738927 22776 1273543 X TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 0 0 40494403 46417058 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. 40494403 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 23 0 162 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 7 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X STACEY BENICEWICZ 4437414902 7160 COLUMBIA GATEWAY DRIVE SUITE COLUMBIA MD 21046 SCOTT MACLEAN CHAIR AND SECRETARY 1.00 3.00 X X 0 0 0 TRESSA SPRINGMANN VICE CHAIR 1.00 0.00 X X 0 0 0 DOUG HALL TREASURER 1.00 0.00 X X 0 0 0 EDWARD GROGAN SECRETARY 1.00 0.00 X X 0 0 0 JIM FAWCETT DIRECTOR 1.00 0.00 X 0 0 0 DEBBIE CONDREY DIRECTOR 1.00 0.00 X 0 0 0 AARON KUSANO MD DIRECTOR 1.00 0.00 X 0 0 0 BRANDON NEISWENDER VP & CHIEF STRATEGY OFFICER 20.00 20.00 X 185018 185018 33524 CRAIG BEHM PRESIDENT AND CEO 20.00 20.00 X 148980 148980 37272 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 20.00 20.00 X 135301 135301 30894 NICHOLE SWEENEY VP AND GENERAL COUNSEL 20.00 20.00 X 133544 133544 1444 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 20.00 20.00 X 122170 122170 26844 MICHAEL BANFIELD SR DIR OF SHARED SVCS & CHIEF TECHNOLOGY OFFICER 40.00 0.00 X 261309 0 721 ANDREW FRANKE DIRECTOR- IT OPERATIONS 40.00 0.00 X 174224 0 9007 BEZAWIT SUMNER SR DIR OF INFORMATION SECURITY 40.00 0.00 X 199097 0 13855 NICHOLAS RAMSING PRODUCT TEAM LEAD 40.00 0.00 X 160721 0 9474 DANIEL MUNSTER IMPLEMENTATION LEAD 40.00 0.00 X 142000 0 13616 MICHAEL CAREY SR INFRASTRUCTURE MANAGER 40.00 0.00 X 143218 0 10143 MARGARET BEAUCHAMP DIRECTOR OF ENGINEERING 40.00 0.00 X 139288 0 5221 DAVID HORROCKS FORMER OFFICER - CEO UNTIL 04/2022 20.00 20.00 X 76770 76770 13994 2021640 801783 206009 36 1 1 0 HMETRIX 150 MONUMENT ROAD SUITE 600 BALA CYNWYND PA 19004 TECHNOLOGY 1539358 MICROSOFT CORPORATION 1950 N STEMMONS FWY DALLAS TX 75207 TECHNOLOGY 1137137 DYNAMED SOLUTIONS 5520 RESEARCH PARK DRIVE CATONSVILLE MD 21228 STAFFING 662600 EHEALTH GLOBA TECHNOLOGIES 250 THRUWAY PARK DRIVE WEST HENRIETTA NY 14586 TECHNOLOGY 568119 LEAP ORBIT LLC 6950 COLUMBIA GATEWAY DRIVE COLUMBIA MD 21046 TECHNOLOGY 513157 19 DATABASE SERVICE REVENUE 900099 46410925 46410925 CSS MANAGEMENT REVENUE 900099 6133 6133 46417058 46417058 46417058 0 0 X 1364956 1364956 12584287 11745914 838373 553818 549932 3886 846207 697341 148866 958194 815103 143091 13091 13091 787 787 21375570 20199453 1176117 1452 1452 386152 383 385769 6668663 6345865 322798 94808 4261 90547 83136 6136 77000 133290 52005 81285 MEMBERSHIPS & DUES 93907 78010 15897 LICENSE & REGISTRATION 7973 7973 45166291 40494403 4671888 0 939993 1327317 200159 160216 4674817 1388175 1112774 4422002 2212983 12012470 1457118 10114430 494868 733089 129629 2190207 10738927 X 22776 1273543 22776 1273543 2212983 12012470 1250767 0 X 0 1 X 1 0 X X 1 CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC 270332436 7 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 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. 0 DUE FROM OTHER ENTITIES 4400491 OTHER RECEIVABLE 21511 4422002 DUE TO OTHER ENTITIES 129629 129629 X X 0 1 0 0 0 0 0 0 0 BRANDON NEISWENDER VP & CHIEF STRATEGY OFFICER 130763 130763 54255 54255 0 0 8585 8585 8177 8177 201780 201780 0 0 CRAIG BEHM PRESIDENT AND CEO 120878 120878 28102 28102 0 0 8842 8842 9794 9794 167616 167616 0 0 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 115349 115349 19952 19952 0 0 8260 8260 7187 7187 150748 150748 0 0 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 102390 102390 19780 19780 0 0 7364 7364 6058 6058 135592 135592 0 0 NICHOLE SWEENEY VP AND GENERAL COUNSEL 116524 116524 17020 17020 0 0 711 711 11 11 134266 134266 0 0 MICHAEL BANFIELD SR DIR OF SHARED SVCS & CHIEF TECHNO 208491 0 52818 0 0 0 711 0 10 0 262030 0 0 0 BEZAWIT SUMNER SR DIR OF INFORMATION SECURITY 163476 0 35621 0 0 0 4090 0 9765 0 212952 0 0 0 ANDREW FRANKE DIRECTOR- IT OPERATIONS 153961 0 20263 0 0 0 6088 0 2919 0 183231 0 0 0 NICHOLAS RAMSING PRODUCT TEAM LEAD 146552 0 14169 0 0 0 4045 0 5429 0 170195 0 0 0 DAVID HORROCKS FORMER OFFICER - CEO UNTIL 04/2022 76770 76770 0 0 0 0 4271 4271 2726 2726 83767 83767 0 0 DANIEL MUNSTER IMPLEMENTATION LEAD 130847 0 11153 0 0 0 3822 0 9794 0 155616 0 0 0 MICHAEL CAREY SR INFRASTRUCTURE MANAGER 129405 0 13813 0 0 0 4085 0 6058 0 153361 0 0 0 PART I, LINE 4B NAME: CRAIG BEHM, DESCRIPTION: 457(F) PLAN CONTRIBUTION, CURRENT YEAR AMOUNT: $35,000. PLAN DESCRIPTION: PAYMENTS MADE TO 457(F) PLAN, DID NOT VEST NAME: RYAN BRAMBLE, DESCRIPTION: 457(F) PLAN CONTRIBUTION, CURRENT YEAR AMOUNT: $35,000. PLAN DESCRIPTION: PAYMENTS MADE TO 457(F) PLAN, DID NOT VEST 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. CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC 7160 COLUMBIA GATEWAY DRIVE SUITE 1 COLUMBIA MD 21046 270332436 HEALTH INFORMATION TECHNOLOGY SOLUTIONS MD 501(C)(3) LINE 7 N/A 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0