2022-07-27T09:05:28-05:00 2021-09-30 390859910 BAKER TILLY US LLP 1570 FRUITVILLE PIKE SUITE 400 LANCASTER PA 17601 990 2020-10-01 061504725 CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT INC CHIL 8606791516 270 FARMINGTON AVE NO 367 FARMINGTON CT 06032 PAUL SUTER VP FOR FINANCE AND OPS 8606791516 2022-07-25 1 PAUL SUTER XXX-XX-XXXX KERRI N BOGDA CPA P00760402 7177404863 X 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z JEFFREY J VANDERPLOEG 270 FARMINGTON AVE NO 367 FARMINGTON CT 06032 31550726 0 X WWW.CHDI.ORG X 1997 CT TO ENSURE HEALTHY OUTCOMES FOR ALL CHILDREN IN CONNECTICUT BY ADVANCING EFFECTIVE POLICIES, STRONGER SYSTEMS, AND INNOVATIVE PRACTICES. 11 9 40 20 0 0 6089824 18859360 0 0 0 1002179 100000 105000 6189824 19966539 91000 4205 0 0 3584262 3640894 0 0 0 2455989 2852557 6131251 6497656 58573 13468883 1566608 14669719 704313 655166 862295 14014553 X TO ENSURE HEALTHY OUTCOMES FOR ALL CHILDREN IN CONNECTICUT BY ADVANCING EFFECTIVE POLICIES STRONGER SYSTEMS, AND INNOVATIVE PRACTICES. 0 1 5856921 MENTAL HEALTH CARE: IN ADDITION TO THEIR PHYSICAL HEALTH, CHILDREN'S POSITIVE DEVELOPMENT DEPENDS ON THEIR SOCIAL AND EMOTIONAL WELL-BEING. CHDI FOCUSES ON PREVENTION, SCREENING, EARLY INTERVENTION AND PROVIDING ACCESS TO QUALITY CHILDREN'S MENTAL HEALTH SERVICES AND TRAUMA-INFORMED CARE FOR CHILDREN WITH BEHAVIORAL HEALTH NEEDS. WE COLLABORATE WITH STATE AGENCIES, COMMUNITY-BASED PROVIDERS, SCHOOLS, ACADEMIC INSTITUTIONS, AND FAMILY ADVOCATES TO IDENTIFY, IMPLEMENT, AND EVALUATE EFFECTIVE MODELS OF TREATMENT, AND HAVE DEVELOPED AN APPROACH TO ENSURE THESE RESEARCH-BASED MODELS WORK IN REAL-WORLD SETTINGS, RESULTING IN BETTER OUTCOMES FOR CHILDREN AND FAMILIES. OUR WORK HAS RESULTED IN MORE THAN 14,000 CHILDREN RECEIVING AN EVIDENCE-BASED TREATMENT FOR TRAUMA AND OTHER BEHAVIORAL HEALTH CONDITIONS SINCE 2008. WE HAVE HELPED CONNECTICUT BUILD TRAUMA-INFORMED SYSTEMS OF CARE, DEVELOP AND ADVANCE A MODEL OF COMPREHENSIVE SCHOOL MENTAL HEALTH, AND ADVANCED STATEWIDE BEHAVIORAL HEALTH POLICY AND SYSTEM CHANGES SO CHILDREN CAN THRIVE. CHDI CO-DEVELOPED AND COORDINATES THE CONNECTICUT SCHOOL-BASED DIVERSION INITIATIVE (SBDI), WHICH HELPS SCHOOLS IDENTIFY AND CONNECT STUDENTS WITH BEHAVIORAL HEALTH CONCERNS TO COMMUNITY-BASED SERVICES, DECREASING THE LIKELIHOOD OF SUSPENSION, EXPULSION OR ARREST, AND PROMOTING BETTER ACADEMIC OUTCOMES AND OVERALL WELL-BEING. 375767 4205 HEALTH CARE: THE HEALTH CARE AREA CEASED OPERATIONS MARCH 3, 2021. PRIOR TO THAT DATE, CHDI ADVANCED AND INFORMED EFFECTIVE, SUSTAINABLE IMPROVEMENTS IN HEALTH POLICY, SYSTEMS AND PRACTICE TO PROMOTE CHILDREN'S OPTIMAL HEALTHY DEVELOPMENT. WE IDENTIFIED, TESTED, AND IMPLEMENTED NEW AND IMPROVED WAYS TO DELIVER CHILD HEALTH SERVICES, SO SYSTEMS WERE MORE EFFICIENT AND EFFECTIVE. CHDI INITIATED AND SUPPORTED THE DEVELOPMENT OF SEVERAL INNOVATIONS INCLUDING CARE COORDINATION COLLABORATIVES, MID-LEVEL DEVELOPMENTAL ASSESSMENT, AND PRIMARY CARE AND SUBSPECIALTY CO-MANAGEMENT. OUR EDUCATING PRACTICES PROGRAM PROVIDED TRAINING TO PEDIATRIC PRIMARY CARE PROVIDERS ON 19 TOPICS, SUCH AS MANAGING BEHAVIORAL HEALTH ISSUES, ORAL HEALTH SERVICES, TRAUMA, DEVELOPMENTAL SCREENING AND PROMOTING SOCIO-EMOTIONAL HEALTH IN YOUNG CHILDREN. AS A RESULT OF OUR WORK, MORE CHILDREN RECEIVED DEVELOPMENTAL AND MENTAL HEALTH SCREENINGS IN PEDIATRIC PRIMARY CARE AND WERE CONNECTED TO EARLY INTERVENTION SERVICES, CARE COORDINATION SERVICES, AND OTHER SUPPORTS. WE ALSO PROVIDED OPPORTUNITIES FOR CHILD HEALTH SITES TO IMPROVE THE CARE THEY PROVIDE BY USING DATA DRIVEN, QUALITY IMPROVEMENT METHODOLOGIES, AND CONNECTED THEM TO OTHER SECTORS OF CARE THAT CONTRIBUTE TO CHILDREN'S DEVELOPMENT, SUCH AS CHILDCARE PROGRAMS AND SCHOOLS. WE ALSO REPRESENTED CHILD HEALTH ISSUES IN THE STATE'S LARGER REFORM EFFORTS. OUR GOAL WAS TO ENSURE THAT CHILDREN AND FAMILIES AND CHILD HEALTH SERVICES BENEFIT FROM HEALTH CARE REFORMS AND STATE INITIATIVES. 6232688 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 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 38 0 40 1 0 0 0 0 0 0 0 0 0 0 0 0 X 11 9 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CT X PAUL SUTER VP FOR FINANCE & OPERATIONS 8606791533 270 FARMINGTON AVE NO 367 FARMINGTON CT 06032 JEFFREY J VANDERPLOEG PRESIDENT 50.00 0.00 X X 262608 0 45269 MARGARET GREY CHAIR 0.50 0.00 X X 0 0 0 JEN CARROLL SECRETARY 0.50 0.00 X X 0 0 0 MARYELLEN DOYLE TREASURER AS OF 9/2021 0.50 0.00 X X 0 0 0 BRIDGETT FEAGIN TREASURER TO 3/2021 0.50 50.00 X X 0 245514 65970 ANDY AGWUNOBI BOARD MEMBER 0.50 0.00 X 0 0 0 LARKE HUANG BOARD MEMBER AS OF 4/2021 0.50 0.00 X 0 0 0 LINDA MAYES BOARD MEMBER 0.50 0.00 X 0 0 0 WIZDOM POWELL BOARD MEMBER AS OF 12/2020 0.50 0.00 X 0 0 0 GALO RODRIGUEZ BOARD MEMBER 0.50 0.00 X 0 0 0 MELISSA SANTOS BOARD MEMBER AS OF 4/2021 0.50 50.00 X 0 152461 16599 KEN SPIEGELMAN BOARD MEMBER 0.50 0.00 X 0 0 0 JIM SHMERLING BOARD MEMBER TO 3/21/CCMC PRES 0.50 50.00 X 0 1482177 232987 GLENN FOCHT BOARD MEMBER TO 3/21/CCMC PRES 0.50 50.00 X 0 695128 15007 MOSES VARGAS SECRETARY TO 3/2021/CCMC VP & GEN'L 0.50 50.00 X X 0 456225 87431 ALYSSA BENNETT BOARD MEMBER TO 3/2021/CCMC DIV HEAD 0.50 50.00 X 0 225209 47256 GIL PERI CHAIR TO 3/2021/CCMC PRESIDENT & COO 0.50 50.00 X X 0 895993 47633 CYNTHIA FITZGERALD BOARD MEMBER TO 3/2021 0.50 50.00 X 0 270544 6904 AIMEE MONROY SMITH BOARD MEMBER TO 3/2021 0.50 50.00 X 0 281151 59047 CHARLENE RUSSELL-TUCKER BOARD MEMBER TO 12/2020 0.50 0.00 X 0 0 0 PAUL SUTER VP FOR FINANCE & OPERATIONS 50.00 0.00 X 169658 0 44994 JASON LANG VP MENTAL HEALTH 50.00 0.00 X 137187 0 36047 JEANA BRACEY ASSOC. VP SCHOOL & COMMUNITY INITIAT 50.00 0.00 X 114448 0 34093 JULIE TACINELLI VP FOR COMMUNICATIONS 50.00 0.00 X 115479 0 12776 799380 4704402 752013 5 0 1 0 YALE UNIV OFFICE OF SPONSORED PROJECTS BOX 1 NEW HAVEN CT 06508 EVALUATION AND CONSULTATION SERVICES 212286 3C INSTITUTE FOR SOCIAL DEV INC 4364 S ALSTON AVE 300 DURHAM NC 27713 ONLINE TRAINING MODULES & ELEARNING PLAT 188241 FAVOR INC 185 SILAS DEANE AVENUE WETHERSFIELD CT 06109 CONSULT SERV FOR YOUTH AND FAMILIES 116103 WHEELER CLINIC INC 91 NORTHWEST DRIVE PLAINVILLE CT 06062 TRAINING AND COORDINATION SERVICES 100705 4 12917774 5821479 120107 18859360 107468 107468 12478898 11584187 894711 894711 894711 MANAGEMENT FEE 900099 105000 105000 105000 19966539 0 0 1107179 4205 4205 553121 414841 138280 2344860 2021433 323427 530900 480283 50617 212013 159010 53003 14633 14633 26500 165 26335 15682 15682 1279747 1256023 23724 166786 134102 32684 168758 135706 33052 23767 23707 60 38137 38137 20723 20723 SUBCONTRACT DEMONSTRATI 1091265 1091265 OTHER EXPENSES 6559 1813 4746 INDIRECT COST ALLOCATIO 0 510135 -510135 6497656 6232688 264968 0 781310 884561 802898 584316 758138 1226 2947 27694 34315 484491 244500 63318 239991 0 12044627 5493 5493 1566608 14669719 599934 549689 26500 0 77879 105477 704313 655166 X 856295 14014553 6000 0 862295 14014553 1566608 14669719 13468883 -316625 0 X 0 1 X 1 1 1 X 6144565 6031778 6207766 6089824 18859360 43333293 6144565 6031778 6207766 6089824 18859360 43333293 16975450 26357843 9 107468 107477 100000 100000 100000 105000 405000 43845770 0.60110 0.98850 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MANAGEMENT FEE - 2017 AMOUNT: $ 100,000. 2018 AMOUNT: $ 100,000. 2019 AMOUNT: $ 100,000. 2020 AMOUNT: $ 105,000. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 459295 458491 917786 1376679 114824 114623 229447 344171 27882 23531 4351 414609 178969 235640 42000 42000 0 239991 X 19634232 -316625 -316625 19950857 15682 15682 19966539 6481974 0 6481974 15682 15682 6497656 PART X, LINE 2: THE ORGANIZATIONS HAVE NO UNRECOGNIZED TAX BENEFITS AT SEPTEMBER 30, 2021 AND 2020. THE ORGANIZATIONS' FEDERAL INFORMATION RETURNS PRIOR TO FISCAL YEAR 2017 ARE CLOSED AND MANAGEMENT CONTINUALLY EVALUATES EXPIRING STATUTES OF LIMITATIONS, AUDITS, PROPOSED SETTLEMENTS, CHANGES IN TAX LAW AND NEW AUTHORITATIVE RULINGS. IF THE ORGANIZATIONS HAD UNRELATED BUSINESS INCOME TAXES, THEY WOULD RECOGNIZE INTEREST AND PENALTIES ASSOCIATED WITH ANY TAX MATTERS AS PART OF THE INCOME TAX PROVISION AND INCLUDE ACCRUED INTEREST AND PENALTIES WITH THE RELATED TAX LIABILITY IN THE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSES 15,682. PART XII, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT EXPENSES 15,682. X X X X 0 0 0 0 0 0 0 1 0 JIM SHMERLING BOARD MEMBER TO 3/21/CCMC PRES 0 1136065 0 328415 0 17697 0 208156 0 24831 0 1715164 0 0 GIL PERI CHAIR TO 3/2021/CCMC PRESIDENT & COO 0 684588 0 190952 0 20453 0 11392 0 36241 0 943626 0 0 GLENN FOCHT BOARD MEMBER TO 3/21/CCMC PRES 0 567801 0 124594 0 2733 0 14200 0 807 0 710135 0 0 MOSES VARGAS SECRETARY TO 3/2021/CCMC VP & GEN'L 0 388130 0 67142 0 953 0 54502 0 32929 0 543656 0 0 AIMEE MONROY SMITH BOARD MEMBER TO 3/2021 0 230680 0 49708 0 763 0 30556 0 28491 0 340198 0 0 BRIDGETT FEAGIN TREASURER TO 3/2021 0 244810 0 0 0 704 0 57099 0 8871 0 311484 0 0 JEFFREY J VANDERPLOEG PRESIDENT 222908 0 39700 0 0 0 26261 0 19008 0 307877 0 0 0 CYNTHIA FITZGERALD BOARD MEMBER TO 3/2021 0 214962 0 54900 0 682 0 6904 0 0 0 277448 0 0 ALYSSA BENNETT BOARD MEMBER TO 3/2021/CCMC DIV HEAD 0 205003 0 19777 0 429 0 12856 0 34400 0 272465 0 0 PAUL SUTER VP FOR FINANCE & OPERATIONS 169658 0 0 0 0 0 16966 0 28028 0 214652 0 0 0 JASON LANG VP MENTAL HEALTH 137187 0 0 0 0 0 13719 0 22328 0 173234 0 0 0 MELISSA SANTOS BOARD MEMBER AS OF 4/2021 0 144450 0 7850 0 161 0 7848 0 8751 0 169060 0 0 PART I, LINE 7 THE FOLLOWING EMPLOYEES RECEIVED DISCRETIONARY, NON-FIXED PAYMENTS THAT ARE REPORTED IN SCHEDULE J, PART II, COLUMN B(II). THE DISCRETIONARY NON-FIXED PAYMENTS ARE DETERMINED BASED ON THE PERFORMANCE EVALUATION PROCESS: JEFFREY VANDERPLOEG - $39,700 FORM 990, PART III, LINE 3 EARLY CHILDHOOD ENDED AS A SEPARATE PROJECT 9/30/2020. EARLY CHILDHOOD IS NOW EMBEDDED IN THE ORGANIZATIONS MENTAL HEALTH CARE ACTIVITIES. THE ORGANIZATION LOST FUNDING THAT SUPPORTED ITS HEALTH CARE ACTIVITIES DURING THE YEAR AND AS A RESULT CEASED THESE ACTIVITIES ON MARCH 3, 2021. FORM 990, PART VI, SECTION A, LINE 4 CERTIFICATE AND BYLAWS WERE AMENDED - HIGH-LEVEL CHANGES TO THE CERTIFICATE INCLUDED REMOVAL OF REFERENCES TO THE CHILDREN'S FUND OF CONNECTICUT, INC.; THE CHANGE TO A MEMBER-LESS ORGANIZATION; ADDING LANGUAGE AROUND "INTERVENTION" IN ADDITION TO PROMOTION AND PREVENTION, AND; THE ADDITION OF BEHAVIORAL HEALTH. THE CHANGES TO THE BYLAWS MIRRORED CHANGES TO THE CERTIFICATE. FORM 990, PART VI, SECTION A, LINE 6 THE CHILDREN'S FUND OF CONNECTICUT, INC., (THE "MEMBER"), ACTING THROUGH ITS BOARD OF DIRECTORS, WAS THE SOLE MEMBER OF CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT, INC. (THE "CORPORATION") THROUGH MARCH 3, 2021. EFFECTIVE MARCH 4, 2021 THE CORPORATION CEASED HAVING THE CHILDREN'S FUND OF CONNECTICUT, INC. AS ITS SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A ELECTED DIRECTORS SHALL BE ELECTED BY THE MEMBER AT THE ANNUAL MEETING OF THE CORPORATION, OR AT ANY SPECIAL MEETING OF THE CORPORATION DULY WARNED AND HELD, TO SERVE STAGGERED TERMS, AS PROVIDED IN THE CERTIFICATE OF INCORPORATION. THE MEMBER WILL DESIGN A BOARD OF DIRECTORS WITH APPROPRIATE GEOGRAPHIC, ETHNIC, ACADEMIC AFFILIATION AND SKILL-SET DIVERSITY. AS OF MARCH 4, 2021 THE CHILDREN'S FUND OF CONNECTICUT, INC. WAS NO LONGER A SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B SUBJECT TO THE APPROVAL OF THE MEMBER, THE BOARD OF DIRECTORS AT A MEETING DULY WARNED AND HELD, BY A VOTE OF AT LEAST TWO-THIRDS OF ALL DIRECTORS THEN SERVING, MAY REMOVE ANY DIRECTOR WITH OR WITHOUT CAUSE, PROVIDED THAT THE NOTICE OF SUCH MEETING SHALL INCLUDE NOTICE OF THE PROPOSED REMOVAL. THE DIRECTOR SOUGHT TO BE REMOVED SHALL HAVE NO RIGHT TO VOTE WITH RESPECT TO ANY SUCH ACTION. AS OF MARCH 4, 2021 THE CHILDREN'S FUND OF CONNECTICUT, INC. WAS NO LONGER A SOLE MEMBER. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 (TAX RETURN) WILL BE PREPARED ANNUALLY. COPIES OF THE COMPLETED FORM 990, WITH SUPPORTING SCHEDULES, WILL BE DISTRIBUTED BY THE VP FOR FINANCE AND OPERATIONS TO THE PRESIDENT AND CEO AND THE AUDIT COMMITTEE FOR THEIR REVIEW AND APPROVAL. ANY CORRECTIONS OR CHANGES WILL BE NOTED AND ADDRESSED. ONCE APPROVED BY THE PRESIDENT AND CEO AND THE AUDIT COMMITTEE, THE VP FOR FINANCE AND OPERATIONS WILL PROVIDE THE FORM 990 WITH SUPPORTING SCHEDULES TO THE BOARD OF DIRECTORS. ONCE THE BOARD OF DIRECTORS HAS HAD AN OPPORTUNITY TO REVIEW THE FORM 990, ANY CORRECTIONS OR CHANGES WILL BE NOTED AND ADDRESSED, THE FORM 990 WILL BE FILED. FORM 990, PART VI, SECTION B, LINE 12C THE FOLLOWING IS THE DISCLOSURE SECTION OF THE CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT, INC.'S CONFLICT OF INTEREST POLICY - TO PROMOTE THE SOUND ADMINISTRATION OF THIS POLICY, ALL DIRECTORS AND OFFICERS OF THE CORPORATION COMPLETE ANNUALLY (AND UPDATE AS APPROPRIATE), A DISCLOSURE STATEMENT THAT DESCRIBES A TRANSACTION OR ARRANGEMENT THAT COULD REASONABLY GIVE RISE TO A CONFLICT OF INTEREST. THE STATEMENT INCLUDES AN ITEMIZATION AND DESCRIPTION OF THE NATURE OF ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST AND ALL MATERIAL FACTS RELATED THERETO. DIRECTORS AND OFFICERS ARE URGED TO BE INCLUSIVE IN THIS DISCLOSURE SINCE THE DISCLOSURE OF POTENTIAL CONFLICTS IS ESSENTIAL TO ENSURING APPROPRIATE, OPEN DISCUSSION, EVEN IF A CONFLICT OF INTEREST IS EVENTUALLY DETERMINED NOT TO EXIST. IF, AFTER SUBMITTING AN ANNUAL DISCLOSURE STATEMENT, AN APPARENT OR POTENTIAL CONFLICT ARISES WITHIN THE SPIRIT OF THIS POLICY, DIRECTORS AND OFFICERS IMMEDIATELY DISCLOSE THE SITUATION IN WRITING TO THE PRESIDENT. DISCLOSURE STATEMENTS ARE PROVIDED BY AND RETURNED TO THE PRESIDENT. IF A POTENTIAL CONFLICT OF INTEREST SITUATION INVOLVES A PENDING TRANSACTION OR ARRANGEMENT ON THE PART OF THE CORPORATION, SUCH POTENTIAL CONFLICT IS BROUGHT TO THE ATTENTION OF THE PRESIDENT PRIOR TO ANY ACTION ON THE PART OF THE CORPORATION. THE PRESIDENT CONSULTS WITH THE DIRECTOR OR OFFICER WITH THE POTENTIAL CONFLICT AND OBTAINS INFORMATION NECESSARY FOR AN ORDINARILY PRUDENT PERSON TO MAKE A JUDGMENT AS TO WHETHER A CONFLICT EXISTS. THE PRESIDENT EXERCISES GOOD FAITH JUDGMENT IN DETERMINING WHETHER AN ACTUAL CONFLICT OF INTEREST EXISTS, AND PROVIDES GUIDANCE TO THE DIRECTOR OR OFFICER WITH THE POTENTIAL CONFLICT AND/OR TO THE BOARD, AS APPLICABLE, AS TO THE APPROPRIATE COURSE OF ACTION. IF A CONFLICT EXISTS OR IF THE PRESIDENT DETERMINES THAT FURTHER REVIEW WOULD BE PRUDENT, HE OR SHE SHALL SEEK THE ADVICE AND APPROVAL OF THE BOARD IN DETERMINING WHETHER THE SITUATION OR TRANSACTION IS FAIR AND SERVES THE CORPORATION'S BEST INTERESTS. DIRECTORS AND OFFICERS WHO HAVE DECLARED OR HAVE BEEN DEEMED TO HAVE A CONFLICT OF INTEREST ("INTERESTED PERSONS") REFRAIN FROM CONSIDERATION OF PROPOSED TRANSACTIONS OR ARRANGEMENTS, UNLESS FOR SPECIAL REASON THE BOARD REQUESTS INFORMATION OR INTERPRETATIONS. THE CORPORATION MAKES ITS DECISION AS TO WHETHER TO ENTER INTO A TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE FOLLOWING DETERMINATION PROCESS. A) AN INTERESTED PERSON MAY UPON INVITATION MAKE A PRESENTATION AT THE BOARD MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B) IN THE CONTEXT OF A TRANSACTION OR ARRANGEMENT, THE PRESIDENT SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED DIRECTOR OR COMMITTEE OF DISINTERESTED DIRECTORS TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C) AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL DETERMINE, IF APPROPRIATE, WHETHER THE CORPORATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D) IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE OR APPROPRIATE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD SHALL DETERMINE BY A MAJORITY VOTE, BUT NOT FEWER THAN TWO, OF THE DISINTERESTED DIRECTORS, OR AS OTHERWISE PERMITTED BY LAW, WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND IS FAIR AND REASONABLE; PROVIDED, HOWEVER, IF SUCH CONFLICTING INTEREST TRANSACTION IS APPROVED BY DISINTERESTED DIRECTORS WHO DO NOT SATISFY A QUORUM OR VOTING REQUIREMENT APPLICABLE TO THE AUTHORIZATION OF THE ACTION BY REASON OF THE CORPORATION'S CERTIFICATE OF INCORPORATION, BYLAWS OR A PROVISION OF LAW, THE ACTION MUST BE INDEPENDENTLY APPROVED BY SUCH INTERESTED AND DISINTERESTED DIRECTORS AS TO SATISFY THE APPLICABLE QUORUM OR VOTING REQUIREMENT. THE BOARD WILL RETAIN DETAILED MINUTES OF ANY PROCEEDINGS INVOLVING A POTENTIAL CONFLICT OF INTEREST TRANSACTION. FORM 990, PART VI, SECTION B, LINE 15 THE FOLLOWING IS THE CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT OF CONNECTICUT, INC.'S COMPENSATION POLICY - THIS POLICY APPLIES TO THE PROCESS FOR DETERMINING COMPENSATION IN COMPLIANCE WITH IRS INSTRUCTIONS FOR THE CFC'S CEO, TOP MANAGEMENT OFFICIAL, OTHER OFFICERS OR KEY EMPLOYEES. THE PROCESS INCLUDES ALL OF THESE ELEMENTS: (1) REVIEW AND APPROVAL BY THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE OF THE CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT (CFC); (2) USE OF DATA AS TO COMPARABLE COMPENSATION; AND (3) CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. 1. REVIEW AND APPROVAL. THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE OF CFC, PROVIDED THAT PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. 2. USE OF DATA AS TO COMPARABLE COMPENSATION. THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. 3. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. FORM 990, PART VI, SECTION C, LINE 19 THE CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT, INC. MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. COPIES ARE PROVIDED TO THE PUBLIC OR THE PUBLIC MAY INSPECT THE DOCUMENTS AT CHILD HEALTH AND DEVELOPMENT INSTITUTE OF CONNECTICUT, INC.'S OFFICE LOCATED AT 270 FARMINGTON AVENUE, SUITE 367, FARMINGTON, CT 06032. CONNECTICUT CHILDREN'S MEDICAL CENTER INC 282 WASHINGTON STREET HARTFORD CT 06106 060646755 CHILDRENS HOSPITAL CT 501(C)(3) LINE 3 N/A 0 CONNECTICUT CHILDREN 'S MEDICAL CENTER FOUNDATION INC 282 WASHINGTON STREET HARTFORD CT 06106 222619869 MANAGE ENDOWMENT FUND & SOLICIT/RECEIVE CONTRIBUTIONS FOR CCMC CT 501(C)(3) LINE 7 CCMC 0 CCMC AFFILIATES INC 282 WASHINGTON STREET HARTFORD CT 06106 222619870 CHILD DEVELOPMENT AND SPECIAL EDUCATION CT 501(C)(3) LINE 10 CCMC 0 CONNECTICUT CHILDREN'S SPECIALTY GROUP 282 WASHINGTON STREET HARTFORD CT 06106 061446900 TO PROVIDE MEDICAL CARE TO THE PATIENTS OF CCMC CT 501(C)(3) LINE 10 CCMC 0 CCMC CORPORATION INC 282 WASHINGTON STREET HARTFORD CT 06106 222619876 FURTHER THE PROGRAMS AND ACTIVITIES OF CCMC CT 501(C)(3) LINE 3 CCMC 0 CHILDRENS FUND OF CONNECTICUT 270 FARMINGTON AVE SUITE 367 FARMINGTON CT 06032 061364513 FUNDS INNOVATIVE COMMUNITY - BASED CT 501(C)(3) LINE 12A, I N/A 0 CCMC VENTURES INC 282 WASHINGTON STREET HARTFORD CT 06106 222619873 HEALTH CARE SUPPORT AND SERVICES CT N/A C 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1