2022-05-16T10:16:20-05:00 2021-06-30 410746749 CLIFTONLARSONALLEN LLP 2523 US HIGHWAY 27 S SEBRING FL 338704926 990 2020-07-01 853328249 CRISP SHARED SERVICES INC CRIS 4432850160 7160 COLUMBIA GATEWAY NO 100 COLUMBIA MD 21046 DAVID HORROCKS CEO 4432850160 2022-05-13 1 DAVID HORROCKS 999009999 KRISTINA HIMROD CPA P01544190 8633851577 2022-05-13 0 AAL1 IAL1 2020 2022-09-23 18:48:47Z X DAVID HORROCKS 7160 COLUMBIA GATEWAY NO 100 COLUMBIA MD 21046 4912963 0 X WWW.CRISPHEALTH.ORG X 2020 MD TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE AND POOLING INNOVATION EFFORTS. 6 6 28 6 0 0 0 4912963 0 0 4912963 0 0 4692416 0 0 197371 4889787 23176 1471151 1447975 23176 X TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 0 0 379503 4912963 CSS WAS FORMED TO SUPPORT THE FOLLOWING STATE-DESIGNATED HIES: THE CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS, INC. (MARYLAND AND THE DISTRICT OF COLUMBIA), THE WEST VIRGINIA HEALTH INFORMATION NETWORK (WEST VIRGINIA), HEATH INFORMATION ALLIANCE, INC. DBA CONNIE (CONNECTICUT), AND HEALTHECONNECT ALASKA (ALASKA) (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. 379503 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 28 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 6 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 NO 100 COLUMBIA MD 21046 SCOTT MACLEAN BOARD CHAIR/SECRETARY 1.00 3.00 X X 0 0 0 TRESSA SPRINGMANN VICE PRESIDENT 1.00 0.00 X X 0 0 0 DOUG HALL TREASURER 1.00 0.00 X X 0 0 0 GEORGE SPRINKEL DIRECTOR 1.00 0.00 X X 0 0 0 JIM FAWCETT DIRECTOR 1.00 0.00 X 0 0 0 NOEL REA DIRECTOR 1.00 0.00 X 0 0 0 DAVID HORROCKS PRESIDENT 1.00 40.00 X 90333 0 0 BRANDON NEISWENDER VICE PRESIDENT 1.00 40.00 X 49499 0 0 139832 0 0 0 0 0 0 0 DATABASE SERVICE REVEN 900099 4912963 4912963 4912963 4912963 4912963 0 0 4084622 230076 3854546 124085 6989 117096 219269 12350 206919 264440 14895 249545 6289 6289 71139 71139 13085 13085 44054 44054 54072 54072 5978 5978 100 100 LICENSE & REGISTRATION 1826 1826 MEMBERSHIPS & DUES 585 585 243 243 4889787 379503 4510284 0 0 424911 0 147156 0 53452 0 845632 0 1471151 0 1124754 0 323221 0 1447975 X 0 23176 0 23176 0 1471151 23176 0 X 0 1 X 1 0 X X 1 CHESAPEAKE REGIONAL INFORMATION FOR OUR PATIENTS INC 270332436 10 1 0 0 1 0 0 0 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." 0 DUE FROM OTHER ENTITIES 50000 RELATED PARTY RECEIVABLE 795632 845632 DUE TO OTHER ENTITIES 323221 323221 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. 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, A SALARY SURVEY WAS FIRST CONDUCTED TO UNDERSTAND COMPENSATION FOR POSITIONS OF SIMILAR RESPONSIBILITY AT ORGANIZATIONS IN THE HEALTH CARE AND HEALTH IT INDUSTRY. BASE COMPENSATION AND A PERCENTAGE OF POTENTIAL VARIABLE COMPENSATION WERE SET TO BE CONSISTENT WITH THE SURVEY FINDINGS. AT THE END OF EACH YEAR, THE BOARD OF DIRECTORS COMPARES ORGANIZATIONAL ACCOMPLISHMENTS TO STATED GOALS, AND DETERMINES IF ANY OF THE POTENTIAL VARIABLE COMPENSATION WILL BE AWARDED. AN ANNUAL COLA ADJUSTMENT IS APPLIED TO THE CEO COMPENSATION, USING THE COLA OF A LARGE HOSPITAL SYSTEM IN THE BALTIMORE AREA AS THE STANDARD. THE BOARD WILL AUTHORIZE SALARY SURVEYS IN FUTURE YEARS AS APPROPRIATE. WHEN DETERMINING THE COMPENSATION OF OFFICERS AND KEY EMPLOYEES, AN INDEPENDENT CONSULTANT IS ENGAGED TO PROVIDE A SUGGESTED SALARY RANGE BASED ON MARKET RESEARCH. THE RESULTS ARE PRESENTED TO THE BOARD OF DIRECTORS FOR THEIR FINAL APPROVAL. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC 7160 COLUMBIA GATEWAY DRIVE SUITE 1 COLUMBIA MD 21046 270332436 EXEMPT ORGANIZATION MD 501(C)(3) LINE 7 N/A 0 WEST VIRGINIA HEALTH INFORMATION NETWORK 101 WASHINGTON STREET EAST STE 124 CHARLESTON WV 25301 823386945 EXEMPT ORGANIZATION WV 501(C)(3) LINE 7 N/A 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 0