2025-05-14T08:30:24-05:00 2024-06-30 410746749 CLIFTONLARSONALLEN LLP 950 NORTH GLEBE ROAD SUITE 1200 ARLINGTON VA 22203 990 2023-07-01 853328249 CRISP SHARED SERVICES INC CRIS 4432850160 10480 LITTLE PATUXENT PARKWAY 800 COLUMBIA MD 21044 CRAIG BEHM CEO 4432850160 2025-05-13 1 0 ROBERT WILLIAMS P01345960 5712279500 2025-05-09 2023 2025-03-06 01:10:19Z X CRAIG BEHM 10480 LITTLE PATUXENT PARKWAY 800 COLUMBIA MD 21044 56804649 0 X WWW.CRISPSHAREDSERVICES.ORG X 2020 MD TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 8 8 191 8 0 0 0 0 46417058 56799732 0 0 0 4917 46417058 56804649 0 0 0 0 16307462 22716923 0 0 0 28858829 33699553 45166291 56416476 1250767 388173 12012470 28638920 10738927 26977204 1273543 1661716 X TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 0 0 50105446 56799732 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, NOTIFICATION SERVICES 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. MOST RECENTLY, IN JUNE 2024, CSS HAS CONTRACTED WITH THE ASSOCIATION OF STATE AND TERRITORIAL HEALTH OFFICIALS (ASTHO) TO LAUNCH THE PUBLIC HEALTH DATA MODERNIZATION PROGRAM. THE PURPOSE IS TO ENHANCE PUBLIC HEALTH AGENCIES' DATA EXCHANGE THROUGH HEALTH IT BY PROVIDING TECHNICAL SUPPORT AND RESOURCES TO MODERIZE PUBLIC HEALTH INFRASTRUCTURE. CSS HAS BEEN AWARDED APPROXIMATELY $27 MILLION VIA ASTHO FOR THIS PROJECT SPANNING ABOUT THREE AND HALF YEARS. 50105446 1 0 0 1 0 0 0 0 0 0 1 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 1 1 0 0 0 1 30 0 191 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 8 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X STACEY BENICEWICZ 4437414902 10480 LITTLE PATUXENT PARKWAY SUITE COLUMBIA MD 21044 SCOTT MACLEAN CHAIR 1.00 0.00 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 JAMES 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 UNTIL 08/2023 1.00 0.00 X 0 0 0 COLT COURTRIGHT DIRECTOR 1.00 0.00 X 0 0 0 ALLEN HSIAO MC DIRECTOR 1.00 0.00 X 0 0 0 BRANDON NEISWENDER VP & CHIEF STRATEGY OFFICER 40.00 0.00 X 305828 0 29701 CRAIG BEHM PRESIDENT AND CEO 20.00 20.00 X 182943 182943 72502 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 20.00 20.00 X 147454 147457 66232 NICHOLE SWEENEY VP AND GENERAL COUNSEL 20.00 20.00 X 145367 145367 19438 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 20.00 20.00 X 141906 141906 30932 MICHAEL BANFIELD SR DIR OF SHARED SVCS & CHIEF TECHNOLOGY OFFICER 40.00 0.00 X 268049 0 17994 BEZAWIT SUMNER SR DIR OF INFORMATION SECURITY 40.00 0.00 X 234813 0 22369 MARC RABNER SR DIRECTOR & CHIEF MEDICAL OFCR 40.00 0.00 X 239768 0 20705 RHONDA MOODY SR DIRECTOR OF DATA INSIGHTS 40.00 0.00 X 205300 0 34514 SHEENA PATEL EXECUTIVE DIRECTOR, PUBLIC HEALTH 40.00 0.00 X 183866 0 22375 ANDREW FRANKE DIRECTOR- IT OPERATIONS 40.00 0.00 X 183928 0 30629 NICHOLAS RAMSING PRODUCT TEAM LEAD 40.00 0.00 X 163989 0 20047 DANIEL MUNSTER IMPLEMENTATION LEAD 40.00 0.00 X 159186 0 17272 MICHAEL CAREY SR INFRASTRUCTURE MANAGER 40.00 0.00 X 154468 0 31022 SERENA BRYSON INFORMATION SECURITY PROGRAM MGR 40.00 0.00 X 175578 0 10979 2892443 617673 446711 57 0 1 0 HMETRIX 150 MONUMENT ROAD SUITE 203 BALA CYNWYD PA 19004 TECHNOLOGY 5656097 MICROSOFT CORPORATION 1950 N STEMMONS FWY STE 5010 DALLAS TX 75207 TECHNOLOGY 5199416 AUDACIOUS INQUIRY 460 COMANCHE STREET MONTEVALLO AL 35115 TECHNOLOGY 2586690 LEAP ORBIT LLC 6950 COLUMBIA GATEWAY DR STE 390 COLUMBIA MD 21046 TECHNOLOGY 2191470 SLALOM LLC 821 2ND AVE SEATTLE WA 98104 TECHNOLOGY 1836971 33 DATABASE SERVICE REVENUE 900099 56799732 56799732 56799732 MISCELLANEOUS 900099 4917 4917 4917 56804649 56799732 0 4917 X 2482252 2085091 397161 16988746 14278222 2710524 605730 509144 96586 1302050 1094268 207782 1338145 1124577 213568 22261 22261 3675 3675 19325464 18268361 1057103 1088 1083 5 425756 1235 424521 13447332 12598512 848820 122370 25110 97260 56078 4139 51939 193059 79656 113403 MEMBERSHIPS & DUES 95713 35950 59763 LICENSE & REGISTRATION 6757 98 6659 56416476 50105446 6311030 0 1327317 870666 200159 559865 4674817 3363875 1388175 5873213 2205781 0 0 2205781 4422002 15765520 12012470 28638920 10114430 17008164 494868 761060 129629 9207980 10738927 26977204 X 1273543 1661716 1273543 1661716 12012470 28638920 388173 0 X X 0 1 X 1 0 X 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 0 0 0 0 0 1 137000 0 0 137000 0 SCHEDULE C, PART II-B, LINE 1G STAFF, CONSULTANTS, AND TRADE ASSOCIATION PEERS OCCASIONALLY MEET WITH LEGISLATORS/STAFF TO DISCUSS IMPACTS OF CURRENT OR PROPOSED LEGISLATION. 2205781 2205781 2205781 DUE FROM OTHER ENTITIES 7618727 OTHER RECEIVABLE 2356735 RIGHT OF USE ASSET, NET-OPERATING 5547667 INVESTMENT ASSETS 457(F) PLANS 211083 SECURITY DEPOSITS 31308 15765520 DUE TO OTHER ENTITIES 2054780 457(F) PLAN LIABILITY 211083 LONG-TERM LEASE LIABILITY-OPERATING 6942117 9207980 X X X X 0 1 0 0 0 0 0 0 0 CRAIG BEHM PRESIDENT AND CEO 149193 149193 33750 33750 0 0 25345 25345 10906 10906 219194 219194 0 0 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 124402 124405 23052 23052 0 0 24950 24950 8166 8166 180570 180573 0 0 BRANDON NEISWENDER VP & CHIEF STRATEGY OFFICER 240491 0 65337 0 0 0 19227 0 10474 0 335529 0 0 0 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 119900 119900 22006 22006 0 0 8442 8442 7024 7024 157372 157372 0 0 NICHOLE SWEENEY VP AND GENERAL COUNSEL 122937 122937 22430 22430 0 0 9011 9011 708 708 155086 155086 0 0 MICHAEL BANFIELD SR DIR OF SHARED SVCS & CHIEF TECHNO 229630 0 38419 0 0 0 16592 0 1402 0 286043 0 0 0 MARC RABNER SR DIRECTOR & CHIEF MEDICAL OFCR 198368 0 41400 0 0 0 14217 0 6488 0 260473 0 0 0 BEZAWIT SUMNER SR DIR OF INFORMATION SECURITY 197323 0 37490 0 0 0 14592 0 7777 0 257182 0 0 0 RHONDA MOODY SR DIRECTOR OF DATA INSIGHTS 169903 0 35397 0 0 0 12935 0 21579 0 239814 0 0 0 ANDREW FRANKE DIRECTOR- IT OPERATIONS 161806 0 22122 0 0 0 11713 0 18916 0 214557 0 0 0 SHEENA PATEL EXECUTIVE DIRECTOR, PUBLIC HEALTH 156938 0 26928 0 0 0 11422 0 10953 0 206241 0 0 0 SERENA BRYSON INFORMATION SECURITY PROGRAM MGR 161895 0 13683 0 0 0 9801 0 1178 0 186557 0 0 0 MICHAEL CAREY SR INFRASTRUCTURE MANAGER 141728 0 12740 0 0 0 9676 0 21346 0 185490 0 0 0 NICHOLAS RAMSING PRODUCT TEAM LEAD 150441 0 13548 0 0 0 10446 0 9601 0 184036 0 0 0 DANIEL MUNSTER IMPLEMENTATION LEAD 146569 0 12617 0 0 0 9637 0 7635 0 176458 0 0 0 PART I, LINE 3 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 AD HOC 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 COMPENSAION STUDIES PEIODICALLY AS APPROPRIATE. PART I, LINE 4B NAME: CRAIG BEHM, DESCRIPTION: 457(F) CSS CONTRIBUTION (NON-VESTED; SCHEDULED TO VEST IN 2026), CURRENT YEAR AMOUNT: $30,000. PLAN DESCRIPTION: NONQUALIFIED DEFERRED COMPENSATION 457(F) PLAN NAME: RYAN BRAMBLE, DESCRIPTION: 457(F) CSS CONTRIBUTION (NON-VESTED; SCHEDULED TO VEST IN 2026), CURRENT YEAR AMOUNT: $30,000. PLAN DESCRIPTION: NONQUALIFIED DEFERRED COMPENSATION 457(F) PLAN 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 AD HOC 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 BENCHMARK SOURCES WERE USED TO DETERMINE SALARY RANGES BASED ON MARKET RESEARCH. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2024. 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 18,109,802. MANAGEMENT AND GENERAL EXPENSES 1,047,928. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 19,157,730. PURCHASED SERVICES COST TRANSFER: PROGRAM SERVICE EXPENSES 158,559. MANAGEMENT AND GENERAL EXPENSES 9,175. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 167,734. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM PRIOR YEAR. CRISP GOVERNMENT SERVICES LLC 10480 LITTLE PATUXENT PARKWAY SUITE COLUMBIA MD 21044 PROVIDING IT INFRASTRUCTURE SUPPORTING SERVICES TO GOVERNMENTAL HIE PARTNERS MD YES CRISP TECHNOLOGY SERVICES LLC 10480 LITTLE PATUXENT PARKWAY SUITE COLUMBIA MD 21044 PROVIDING IT INFRASTRUCTURE & TECHNOLOGY-RELATED SUPPORT TO HIE PARTNERS MD YES CRISP ADVISORY SERVICES LLC 10480 LITTLE PATUXENT PARKWAY SUITE COLUMBIA MD 21044 PROVIDING ADVISORY CONSULTING SERVICES TO HIE PARTNERS VIA CONTRACT MD YES CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC 10480 LITTLE PATUXENT PARKWAY SUITE COLUMBIA MD 21044 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