2014-11-03T15:03:09-06:00 2013-12-31 271728945 O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2013-01-01 450553664 HEALTHIX INC HEAL 8776954749 40 WORTH STREET 5TH FLOOR NEW YORK NY 100132988 JOHN GUASTELLA SVP FINANCE & ADMIN 8776954749 2014-11-03 1 GARRETT M HIGGINS P00543209 9143818900 2014-10-21 2013 2015-11-30 17:44:51Z THOMAS F CHECK 40 WORTH STREET 5TH FLOOR NEW YORK NY 100132988 11131265 0 X WWW.HEALTHIX.ORG X 2007 NY THE MISSION OF THE COMPANY IS TO CREATE AN ACHIEVABLE, SUSTAINABLE AND REPLICABLE MODEL FOR INTEGRATING CLINICAL INFORMATION ACROSS MULTIPLE HEALTH CARE ORGANIZATIONS WHICH SUPPORTS NEW YORK STATE AND FEDERAL STRATEGIC HEALTH INFORMATION TECHNOLOGY (HIT) PLANS TO (A) IMPROVE ACCESS TO PATIENT DATA AT THE POINT OF CARE; (B) IMPROVE HEALTH CARE QUALITY; AND (C) REDUCE INAPPROPRIATE UTILIZATION AND COST. 13 13 17 32 0 0 5093277 8865940 2930892 2251418 -341608 11708 2101985 2199 9784546 11131265 25000 126400 0 0 3279391 2626495 0 0 0 3792202 6459055 7096593 9211950 2687953 1919315 8281793 13326560 6228207 8711059 2053586 4615501 X THE MISSION OF HEALTHIX INC. IS TO CREATE AN ACHIEVABLE, SUSTAINABLE AND REPLICABLE MODEL FOR INTEGRATING CLINICAL INFORMATION ACROSS MULTIPLE HEALTH CARE ORGANIZATIONS WHICH SUPPORTS NEW YORK STATE AND FEDERAL STRATEGIC HEALTH INFORMATION TECHNOLOGY (HIT) PLANS TO (A) IMPROVE ACCESS TO PATIENT DATA AT THE POINT OF CARE; (B) IMPROVE HEALTH CARE QUALITY; AND (C) REDUCE INAPPROPRIATE UTILIZATION AND COST. 0 0 7686346 126400 1285761 HEAL 17IN 2011, WHEN THE COMPANY WAS KNOWN AS "LIPIX, INC.", IT WAS AWARDED A HEALTHCARE EFFICIENCY AND AFFORDABILITY LAW ("HEAL") PHASE 17, HEALTH INFORMATION TECHNOLOGY GRANT (THE "HEAL 17 GRANT") FROM THE NEW YORK STATE DEPARTMENT OF HEALTH FOR THE PERIOD JANUARY 1, 2011 THROUGH DECEMBER 31, 2013 (AS EXTENDED IN 2012) IN THE AMOUNT OF $17,894,160 (AS ADJUSTED). DURING THE YEAR ENDED DECEMBER 31, 2013, THE COMPANY RECORDED $7,288,090 IN REVENUE IN CONNECTION WITH THIS HEAL 17 GRANT. ALSO IN 2011, A SIMILAR NON-PROFIT ENTITY WHICH MERGED INTO THE COMPANY IN APRIL 2012, "NYCLIX, INC.", BECAME THE PRIMARY SUBCONTRACTOR TO NY PRESBYTERIAN HOSPITAL ("NYP"), WHICH WAS ALSO AWARDED A HEAL 17 GRANT IN 2011. DURING THE YEAR ENDED DECEMBER 31, 2013, THE COMPANY RECORDED $640,000 IN REVENUE FROM NYP IN CONNECTION WITH THIS HEAL 17 GRANT. THE PURPOSE OF THE HEAL 17 GRANTS ARE TO IMPROVE MEDICAL AND BEHAVIORAL HEALTH FOR CONSUMERS THROUGH THE DEVELOPMENT OF AN INTEROPERABLE HEALTH INFORMATION TECHNOLOGY INFRASTRUCTURE. THE OBJECTIVE OF THE HEAL PROGRAM IS TO (A) IMPROVE ACCESS TO PATIENT DATA AT THE POINT OF CARE; (B) IMPROVE HEALTH CARE QUALITY; AND (C) REDUCE INAPPROPRIATE UTILIZATION AND COST. THROUGH BOTH THE HEAL 17 GRANTS, HEALTHIX SUPPORTS 65 HEALTHCARE ORGANIZATIONS WHICH HAVE A TOTAL OF 210 FACILITIES TO PARTICIPATE IN THE NEW YORK STATE HEALTH INFORMATION EXCHANGE ("HIE") INITIATIVE. THESE HEALTHCARE ORGANIZATIONS INCLUDE HOSPITALS, INTEGRATED HEALTH SYSTEMS, LONG-TERM CARE PROVIDERS, PHYSICIAN GROUP PRACTICES AND OTHER TYPES OF HEALTHCARE PROVIDERS. OVER 18,000 ACUTE CARE AND 7,500 EXTENDED CARE BEDS ARE MAINTAINED BY HEALTHIX'S MEMBER FACILITIES WHICH PARTICIPATE IN HEALTHIX'S HIE, AS A DIRECT RESULT OF THE AFOREMENTIONED GRANT PROGRAMS. BOTH OF THESE HEAL 17 PROGRAMS CONCLUDED ON DECEMBER 31, 2013. 287534 850000 THE NEW YORK EHEALTH COLLABORATIVE ("NYEC") REGIONAL EXTENSION CENTER ("REC") HAS LAUNCHED IN 2013 A PROGRAM TARGETING BEHAVIORAL HEALTH PROVIDERS, SEEKING TO IMPROVE CLINICAL OUTCOMES FOR THE SERIOUSLY AND PERSISTENTLY MENTALLY ILL. THE HEAL 22 PROGRAM IS WORKING TO ESTABLISH SEAMLESS EXCHANGE OF HEALTH INFORMATION WITHIN AND ACROSS HEALTH HOME ("HH") PROVIDERS TO ACHIEVE INTEGRATED CARE AND IMPROVE HEALTH OUTCOMES FOR THIS VULNERABLE POPULATION. IN ADDITION, HEAL 22 SUPPORTS PEDIATRIC PROVIDERS OF BEHAVIORAL HEALTH SERVICES WHO ARE NOT YET PARTICIPATING IN THE HH PROGRAM. THESE PEDIATRIC PROVIDERS ARE UNDER-RESOURCED AND REQUIRE SIGNIFICANT HEALTH INFORMATION TECHNOLOGY ("HIT") ADOPTION SERVICES.HEALTHIX WILL PROVIDE TECHNICAL ASSISTANCE AND ELECTRONIC HEALTH RECORDS ("EHR") ADOPTION SUPPORT TO MENTAL HEALTH/BEHAVIORAL HEALTH PROVIDERS PARTICIPATING IN MEDICAID HEALTH HOMES AND PEDIATRIC PROVIDERS OF BEHAVIORAL HEALTH SERVICES.ELIGIBILITYFOR ORGANIZATIONS PROVIDING BEHAVIORAL HEALTH SERVICES TO ADULTS, PARTICIPATION IN A MEDICAID HEALTH HOME IS REQUIRED. FOR ORGANIZATIONS PROVIDING BEHAVIORAL HEALTH SERVICES TO CHILDREN, PARTICIPATION IN A HEALTH HOME IS NOT REQUIRED. FOR BOTH ADULT AND CHILDRENS' PROVIDERS THE FOLLOWING MENTAL HEALTH/BEHAVIORAL HEALTH PRACTITIONERS ARE ELIGIBLE FOR TECHNICAL ASSISTANCE THROUGH HEAL 22.- CASE MANAGERS, ICM, TCM, CASAC- SOCIAL WORKERS, PSYCHOLOGISTS, NURSES (RN AND LPN), REHABILITATION COUNSELORS, OTHER THERAPISTS- PSYCHIATRISTS, PHYSICIANS, NURSE PRACTITIONERS, PHYSICIAN ASSISTANTS TECHNICAL ASSISTANCE SERVICESPROVIDERS WITHIN MEDICAID HEALTH HOMES THAT MAY NOT HAVE QUALIFIED FOR PRIOR MEANINGFUL USE INCENTIVES WERE UNLIKELY TO HAVE RECEIVED FEDERALLY SUBSIDIZED TECHNICAL ASSISTANCE THROUGH A REC. UNDER HEAL 22, THESE PROVIDERS MAY NOW RECEIVE TECHNICAL ASSISTANCE FROM RECS. IN ADDITION, ALL PEDIATRIC PROVIDERS OF BEHAVIORAL HEALTH SERVICES CAN BE SUPPORTED.- SELECTION & IMPLEMENTATION: ASSISTANCE IN SELECTING AND IMPLEMENTING BH/MH EHR SOFTWARE WITH HIE CAPABILITIES.- SUPPORT SERVICES: WORKFLOW ANALYSIS AND REDESIGN, PROJECT MANAGEMENT, STAFF TRAINING, EPRESCRIBING.- CONNECTIVITY: EXCHANGE OF HEALTH INFORMATION FROM EHR, CARE COORDINATION DOCUMENTS, AND/OR PATIENT CARE PLANS- ACCESS, TRAINING, AND GUIDANCE: CLOSED LOOP LABORATORY ORDERING AND REPORTING, SUBSCRIBE/NOTIFY TRAINING BY THE RHIO, OMH PSYCKES SYSTEM ENROLLMENT, PNP DATA ACCESS (NYS BUREAU OF NARCOTIC CONTROLLED SUBSTANCE DATABASE)- CONSENT MANAGEMENT: TRAINING ON CONSENT PROCESS AND PRIVACY/SECURITY PHASES OF ACHIEVEMENTNYEC AND NYC REACH WILL CERTIFY MILESTONE ACHIEVEMENT PER ELIGIBLE PROVIDER. SUPPORTING DOCUMENTATION WILL BE REQUIRED OF THE PROVIDERS TO DEMONSTRATE ACHIEVEMENT OF EACH OF THE THREE PHASES:1. PROVIDER/PRACTICE SITE, SIGNS PARTICIPATION AGREEMENT WITH NYEC2. SUCCESSFUL "GO LIVE" OF BEHAVIORAL HEALTH EHR3. DEMONSTRATE USE OF HIT/HIE FUNCTIONS FOR HEALTH HOMEDURING THE YEAR ENDED DECEMBER 31, 2013, THE COMPANY RECORDED $283,000 IN REVENUE FROM NYEC IN CONNECTION WITH THIS HEAL 22 PROGRAM.HEALTHIX PROVIDES FEDERALLY-SUBSIDIZED SERVICES TO ELIGIBLE CLINICIANS - THIS INCLUDES TAILORED AND PERSONAL SERVICE, GUIDANCE, ON-SITE SUPPORT, AND INFORMATION ON BEST PRACTICES TO HELP YOU BECOME A MEANINGFUL USER OF A CERTIFIED ELECTRONIC MEDICAL RECORD (EMR). HEALTHIX EMR IMPLEMENTATION AND MEANINGFUL USE SERVICES ARE OVERSEEN BY NYEC (NEW YORK EHEALTH COLLABORATIVE), THE FEDERALLY-CERTIFIED REGIONAL EXTENSION CENTER ("REC") THAT COORDINATES SERVICES IN ALL COUNTIES IN NEW YORK STATE OUTSIDE OF NEW YORK CITY. THIS NATIONWIDE INITIATIVE WAS ENABLED THROUGH THE HITECH ACT OF 2009. SPECIFICALLY, HEALTHIX IS HELPING OVER 635 CLINICIANS WITH EHR IMPLEMENTATION AND MEANINGFUL USE OF ELECTRONIC CAPABILITIES INCLUDING:- EHR VENDOR SELECTION SUPPORT- ASSISTANCE WITH EHR IMPLEMENTATION AND PROJECT MANAGEMENT- FUNCTIONAL INTEROPERABILITY & HIE INTEGRATION WITH HEALTHIX - FACILITATE COMPREHENSIVE PRACTICE READINESS ASSESSMENT - PRACTICE AND WORKFLOW DESIGN AND TRAINING- EDUCATION AND OUTREACH TOOLKITS AND TEMPLATES- PROVIDE PRIVACY AND SECURITY BEST PRACTICES AND TOOLKITS FOR RISK ANALYSIS- ASSISTANCE IN MU REPORTING AND AUDIT PREPARATION- CMS (MEDICAID) REGISTRATION AND ATTESTATION FACILITATION AND GUIDANCE DURING THE YEAR ENDED DECEMBER 31, 2013, THE COMPANY RECORDED $567,000 OF REVENUE IN CONNECTION WITH THIS PROGRAM. 94744 115657 ON DECEMBER 1, 2013, BROOKLYN HEALTH INFORMATION EXCHANGE ("BHIX") MERGED INTO HEALTHIX INC. BHIX HAS SERVED A MISSION OF SUPPORTING THE ADVANCEMENT OF HEALTHCARE INFORMATION TECHNOLOGY BY MAINTAINING A SECURE CLINICAL DATA INFORMATION EXCHANGE FOR THE BENEFIT OF THE PEOPLE OF THE STATE OF NEW YORK. THE BHIX VISION HAS BEEN TO CREATE A PATIENT CENTRIC, REGIONAL HEALTH AND WELLNESS DELIVERY SYSTEM THAT IMPROVES THE QUALITY, SAFETY AND EFFICIENCY OF HEALTHCARE IN THE COMMUNITY. NATIONALLY RECOGNIZED AS A LEADER IN ADVANCING HEALTH INFORMATION EXCHANGE, BHIX HAS CONTINUED TO FOSTER IMPROVEMENTS IN COMMUNITY HEALTH INFORMATION CONNECTIVITY, FACILITATING THE SHARING OF CLINICAL DATA AMONG DOCTORS AND OTHER PRACTITIONERS, HOSPITALS, LONG TERM AND HOME CARE SERVICES, COMMUNITY BASED AND BEHAVIORAL HEALTH ORGANIZATIONS, GOVERNMENT AGENCIES AND INSURERS. BHIX MANAGES DATA FROM OVER 2 MILLION PATIENTS, REPRESENTING ENCOUNTERS AT DOZENS OF HEALTH CARE FACILITIES AND INSURERS IN THE BROOKLYN AND QUEENS REGION, MOST OF WHOM FEED DATA TO BHIX ON A REAL-TIME BASIS. 8068624 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 11 0 17 1 0 0 0 0 0 0 0 0 0 0 X 13 13 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 0 0 0 0 0 NY X X JOHN GUASTELLA 8776954749 40 WORTH STREET 5TH FLOOR NEW YORK NY 100132988 RICHARD DONOGHUE CHAIR 4.00 X X 0 0 0 PAMELA BRIER VICE CHAIR 1.00 X X 0 0 0 MICHAEL ROSENBLUT TREASURER 1.00 X X 0 0 0 DAVID LISS SECRETARY TERM ENDED MAY 2013 1.00 X X 0 0 0 KERRY DEWITT SECRETARY TERM ENDED OCT. 2013 1.00 X X 0 0 0 NEIL CALMAN MD DIRECTOR 1.00 X 0 0 0 THOMAS EARLY DIRECTOR 1.00 X 0 0 0 JEFFREY KRAUT DIRECTOR 1.00 X 0 0 0 MITRA BEHROOZI DIRECTOR 1.00 X 0 0 0 AURELIA BOYER DIRECTOR 1.00 X 0 0 0 ROBERT HEATLEY DIRECTOR 1.00 X 0 0 0 CHARLES KING DIRECTOR 1.00 X 0 0 0 DONNA LICHTI DIRECTOR 1.00 X 0 0 0 LARRY MCREYNOLDS DIRECTOR 1.00 X 0 0 0 DAVID SCHIMEL DIRECTOR 1.00 X 0 0 0 GAIL DONOVAN TERM ENDED NOV. 2013 1.00 X 0 0 0 ERNIE WEBER TERM ENDED NOV. 2013 1.00 X 0 0 0 DEBRA CAREY TERM ENDED MAY 2013 1.00 X 0 0 0 GEORGE HRIPCSAK MD TERM ENDED NOV. 2013 1.00 X 0 0 0 TERRI MATTHEWS TERM ENDED NOV. 2013 1.00 X 0 0 0 MICHAEL RENDEL TERM ENDED NOV. 2013 1.00 X 0 0 0 KUMAR CHATANI TERM ENDED OCT.2013 1.00 X 0 0 0 STU MYER TERM ENDED MAY 2013 1.00 X 0 0 0 JASON MARTIN TERM ENDED NOV. 2013 1.00 X 0 0 0 JOSEPH TOMAINO TERM ENDED NOV. 2013 1.00 X 0 0 0 JOHN MERTZ TERM ENDED NOV. 2013 1.00 X 0 0 0 TOM HEIMAN TERM ENDED NOV. 2013 1.00 X 0 0 0 KEVIN CONROY TERM ENDED NOV. 2013 1.00 X 0 0 0 MARC GIBBS TERM ENDED MAY 2013 1.00 X 0 0 0 SUSAN MENDELSOHN TERM ENDED NOV. 2013 1.00 X 0 0 0 CHERYL CHAPMAN TERM ENDED NOV. 2013 1.00 X 0 0 0 ILENE CORINA TERM ENDED NOV. 2013 1.00 X 0 0 0 IRENE KOCH EXECUTIVE VP & SENIOR COUNSEL 40.00 X 0 0 0 THOMAS F CHECK PRESIDENT & CEO 40.00 X 298597 0 77214 JOHN GUASTELLA SVP FINANCE & ADMIN 40.00 X 174160 0 41846 ADAM BECKER VP MEMBER SERVICES 40.00 X 299560 0 48851 THOMAS MOORE VICE PRESIDENT-INNOVATION 40.00 X 209023 0 49877 COREY ELLIS PROGRAM DIRECTOR 40.00 X 126839 0 22066 PUNITA MISRA PROGRAM MANAGER 40.00 X 136425 0 22873 RAMAN VIG SENIOR PROJECT MANAGER 40.00 X 115642 0 29870 GERI ALMER CONTROLLER 40.00 X 139221 0 508 JASON THAW SENIOR ACCOUNT MANAGER 40.00 X 102697 0 23409 BENJAMIN STEIN MD FORMER PRESIDENT & CEO 0.00 X 155994 0 8474 1758158 0 324988 10 1 1 0 NEW YORK EHEALTH COLLABORATIVE 40 WORTH STREET5TH FLOOR NEW YORK NY 10013 CONSULTING 1193200 NETSMART 3500 SUNRISE HIGHWAY SUITE D122 GREAT RIVER NY 11739 CONSULTING 549666 GARFUNKEL WILD PC 111 GREAT NECK ROAD GREAT NECK NY 11021 LEGAL SERVICES 183279 ST LUKE'S ROOSEVELT 1090 AMSTERDAM AVENUE 16TH FLOOR NEW YORK NY 10025 CONSULTING 151119 LANTANA CONSULTING GROUP 3611 RTE 5 PO BOX 177 E THETFORD VT 05043 CONSULTING 107537 5 7288090 1577850 8865940 MEMBERSHIP DUES 518210 1642567 1642567 CONTRACT REVENUE 518210 608851 608851 2251418 11708 11708 REFUNDS 900099 2199 2199 2199 11131265 2251418 0 13907 X 126400 126400 1175886 726621 449265 8474 4237 4237 1186802 1141692 45110 52257 49385 2872 71359 68919 2440 131717 103900 27817 190440 138966 51474 69091 46091 23000 4503214 4308874 194340 56235 48251 7984 1059955 1057185 2770 205673 186496 19177 32297 25573 6724 15135 6650 8485 46967 46967 68029 68029 44222 19401 24821 BAD DEBT 157757 157757 DIRECT OPERATING EXPENS 5249 5192 57 MOVING EXPENSE 4791 4791 9211950 8068624 1143326 0 1431421 4053184 1402346 4411459 1061969 2175305 4246585 2486975 8616 151236 434999 414119 68178 20880 62678 27521 8281793 13326560 1150124 3949825 1596014 1953117 3482069 2808117 6228207 8711059 X 2053586 4615501 2053586 4615501 8281793 13326560 X 1919315 642600 X X 0 1 X 1 0 X 2636562 4088471 4551340 5093277 8865940 25235590 409304 221512 1781116 2930892 2251418 7594242 3045866 4309983 6332456 8024169 11117358 32829832 0 1122754 224645 1347399 1122754 224645 1347399 31482433 1080 5118 34170 2117729 11708 2169805 1080 5118 34170 2117729 11708 2169805 1985 2199 4184 3046946 4315101 6366626 10143883 11131265 35003821 0.89940 0.06200 X SCHEDULE A, PART II, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS - 2012 AMOUNT: $ 1,985. REFUNDS - 2013 AMOUNT: $ 2,199. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 64499 43619 20880 370500 370500 0 20880 NOTE PAYABLE-MEMBER 1125549 GRANT PAYMENTS DUE TO MEMBERS 1682568 2808117 X 11131265 0 11131265 0 11131265 9211950 0 9211950 0 9211950 PART X, LINE 2: FASB GUIDANCE HAS ESTABLISHED A SINGLE MODEL TO ADDRESS ACCOUNTING FOR UNCERTAIN TAX POSITIONS AND CLARIFIES THE ACCOUNTING FOR INCOME TAXES BY PRESCRIBING A MINIMUM RECOGNITION THRESHOLD THAT A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. THE COMPANY EVALUATES UNCERTAIN TAX POSITIONS, IF ANY, BY DETERMINING IF IT IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION BY THE TAXING AUTHORITIES. THE COMPANY RECORDS UNCERTAIN TAX POSITIONS WHEN THEY ARE ESTIMATABLE AND PROBABLE THAT SUCH LIABILITIES HAVE BEEN INCURRED. THE COMPANY WILL RECORD ANY INTEREST AND PENALTIES, IF THEY SHOULD ARISE, AS A COMPONENT OF TAX EXPENSE. MANAGEMENT HAS DETERMINED THAT THE COMPANY HAS NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE COMPANY IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO DECEMBER 31, 2010. 1 PROHEALTH FOUNDATION 2800 MARCUS AVENUE LAKE SUCCESS NY 11042 113432580 501(C)3 126400 TO FACILITATE THE ADOPTION AND MEANINGFUL USE OF A CERTIFIED ELECTRONIC HEALTH RECORD BY ITS ELIGIBLE RECIPIENTS BY PROVIDING INFORMATION TECHNOLOGY SERVICES 1 PART I, LINE 2: THE PURPOSE OF THE GRANTS TO ALL GRANTEES ARE TO ASSIST THE ORGANIZATION IN CREATING AN ACHIEVABLE, SUSTAINABLE AND REPLICABLE MODEL FOR INTEGRATING CLINICAL INFORMATION ACROSS MULTIPLE HEATLH CARE ORGANIZATIONS AND TO SUPPORT THE GOALS AND OBJECTIVES OF NEW YORK STATE AND THE FEDERAL GOVERNMENT TO EXCHANGE PATIENT DATA USING STRATEGIC HEALTH INFORMATION TECHNOLOGY. GRANTEES SHALL PROVIDE A LIST OF QUALIFIED ELIGIBLE RECIPIENTS, ASSOCIATED CONTACT INFORMATION AND A LIST OF PRIMARY CARE PROVIDERS ("PCP'S") FOR EACH ELIGIBLE RECIPIENT IN WRITING TO HEALTHIX; A MINIMUM OF FIFTY PCP'S IS REQUIRED. FOR EACH SITE, THE GRANTEE SHALL IDENTIFY A SPECIFIC PROJECT MANAGER THAT WILL BE PRIMARY RESPONSIBLE FOR THE EHR IMPLEMENTATION. THE GRANTEE SHALL PARTICIPATE WITH HEALTHIX ON AT LEAST MONTHLY CONFERENCE CALLS FOR STATUS UPDATES. X X X 1 0 0 1 0 0 0 1 0 THOMAS F CHECK PRESIDENT & CEO 298597 0 0 0 0 0 63269 0 13945 0 375811 0 0 0 JOHN GUASTELLA SVP FINANCE & ADMIN 174160 0 0 0 0 0 29261 0 12585 0 216006 0 0 0 ADAM BECKER VP MEMBER SERVICES 218023 0 81537 0 0 0 29422 0 19429 0 348411 0 0 0 THOMAS MOORE VICE PRESIDENT-INNOVATION 193663 0 15360 0 0 0 30336 0 19541 0 258900 0 0 0 PUNITA MISRA PROGRAM MANAGER 124725 0 11700 0 0 0 22526 0 347 0 159298 0 0 0 BENJAMIN STEIN MD FORMER PRESIDENT & CEO 0 0 7244 0 148750 0 0 0 8474 0 164468 0 0 0 PART I, LINE 4A BENJAMIN STEIN RECEIVED A SEVERANCE PAYMENT FROM THE ORGANIZATION IN THE AMOUNT OF $148,750 WHICH WAS INCLUDED IN HIS 2013 W-2. PART I, LINE 5 THE FOLLOWING INDIVIDUAL RECEIVED COMMISSION PAYMENTS THAT WERE INCLUDED IN THEIR 2013 W-2 BASED ON THE ORGANIZATION'S REVENUE. - ADAM BECKER, $81,537 - JASON THAW, $21,483 PART I, LINE 7 AN EMPLOYEE MAY RECEIVE AN ANNUAL BONUS EQUAL TO AS MUCH AS 12% OF HIS/HER BASE SALARY (EXCEPT FOR THE CEO, WHOSE ANNUAL BONUS IS SET BY HIS EMPLOYMENT AGREEMENT). THE BONUS WILL BE DETERMINED BASED UPON PERFORMANCE OBJECTIVES OUTLINED BY THE EMPLOYEE'S SUPERVISOR AND DISCUSSED WITH THE EMPLOYEE, IN MOST CIRCUMSTANCES, EARLY IN THE FIRST QUARTER OF THE COMPENSATION YEAR. FOR NEW EMPLOYEES, WHOSE FIRST ANNUAL BONUS IS PRORATED FROM APPROXIMATELY THEIR DATE OF HIRE TO THE END OF THE YEAR, THEIR PERFORMANCE OBJECTIVES ARE DISCUSSED WITH THEM SHORTLY AFTER THEY ARE HIRED. THE DOCUMENT OUTLINING THE PERFORMANCE OBJECTIVES IS CALLED THE "CRITERIA FOR INCENTIVE PAY", IN WHICH AN EMPLOYEE'S "CRITERIA FOR SUCCESS" (TO EARN A BONUS) IS OUTLINED AND MATCHED TO THE COMPANY'S STRATEGIC PRINCIPLES FOR EACH YEAR. ONCE THE YEAR HAS ENDED, THE SUPERVISOR PREPARES AN EVALUATION TO SEE IF THE EMPLOYEE HAS MET THE CRITERIA FOR SUCCESS FOR THE PERFORMANCE OBJECTIVES OUTLINED, AND DETERMINES HOW THE EMPLOYEE HAS PERFORMED. THE OVERALL PERFORMANCE IS THE DETERMINED AND AN OVERALL RATING IS ASSIGNED TO THE PERFORMANCE. THIS OVERALL RATING IS THE DETERMINING FACTOR FOR THE PERCENTAGE BONUS WHICH THE EMPLOYEE HAS EARNED FOR THE YEAR. A SCHEDULE IS DISTRIBUTED TO ALL EMPLOYEES WHICH SHOWS THE PERCENTAGE BONUS AN EMPLOYEE CAN EARN BASED UPON HOW THEIR PERFORMANCE IS RATED. THIS SCHEDULE ALSO BRIEFLY SUMMARIZES THE COMPANY'S INCENTIVE COMPENSATION PROGRAM. THIS IS DISTRIBUTED TO EMPLOYEES EARLY IN THE COMPENSATION YEAR SO THAT EACH EMPLOYEE AND THEIR SUPERVISOR ARE AWARE OF WHAT CAN BE EARNED. PAYMENT OF ANY BONUSES IS WHOLLY DEPENDENT UPON THE COMPANY MEETING ITS OPERATING INCOME TARGET, AS IS ESTABLISHED AT THE BEGINNING OF EACH FISCAL YEAR AND APPROVED BY THE BOARD OF DIRECTORS. ONCE THE COMPANY'S BOOKS ARE CLOSED IN THE SUBSEQUENT PERIOD, AND THE COMPANY HAS RECEIVED CONFIRMATION FROM ITS INDEPENDENT AUDITORS AS TO ITS RESULTS OF OPERATIONS FOR THE COMPENSATION YEAR, THE COMPANY THEN COMPARES ITS ACTUAL OPERATING INCOME TO ITS TARGETED OPERATING INCOME. ASSUMING THE OPERATING INCOME TARGET IS MET OR EXCEEDED, MANAGEMENT THEN INFORMS THE HEALTHIX FINANCE COMMITTEE OF THIS AND RECOMMENDS THAT BONUSES CAN BE PAID. PROPOSED BONUSES ARE THEN SUBMITTED TO THE CEO (OR PREPARED BY HIM FOR HIS DIRECT REPORTS). SUBSEQUENT TO THIS, THE HEALTHIX EXECUTIVE COMMITTEE (WHICH FUNCTIONS AS ITS COMPENSATION COMMITTEE AND HAS RECEIVED THE FINANCE COMMITTEE'S RECOMMENDATION TO PAY OUT BONUSES) MEETS TO DISCUSS AND APPROVE THE SPECIFIC BONUSES TO BE PAID, WHICH USUALLY OCCURS IN APRIL OR MAY OF THE YEAR FOLLOWING THE YEAR IN WHICH THEY WERE EARNED (THE COMPENSATION YEAR). BONUSES PAID IN 2013: - THOMAS MOORE $15,360 - PUNITA MISRA $11,700 - RAMAN VIG $14,800 - BENJAMIN STEIN $7,244 FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION AMENDED ITS BYLAWS TO MAKE THE FOLLOWING CHANGES: - THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS NOR DO THEY HAVE POWER TO APPROVE GOVERNING BODY DECISIONS. - THE FOLLOWING CORPORATE ACTIONS REQUIRE TWO-THIRDS VOTE CAST BY THE ENTIRE BOARD: - ANY AMENDMENT OF THESE BY-LAWS; - INCURRING DEBT OBLIGATIONS IN EXCESS OF $1,000,000; - AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF THE CORPORATION; - THE SALE OR OTHER TRANSFER OF ASSETS OF THE CORPORATION WITH A FAIR MARKET VALUE EXCEEDING $1,000,000; AND - THE LIQUIDATION, MERGER, CONSOLIDATION, DISSOLUTION - THE OFFICERS OF THE BOARD NOW INCLUDE A TREASURER AND SECRETARY. - AN ADDITIONAL CORPORATE OFFICER POSITION WAS CREATED, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP: IN ORDER FOR AN ORGANIZATION OR INDIVIDUAL TO QUALIFY TO BE A PARTICIPANT IN THE REGIONAL HEALTH INFORMATION ORGANIZATION ("RHIO") OPERATED BY THE CORPORATION ("PARTICIPANT"), HE/SHE OR IT MUST ENTER INTO A RHIO SERVICES, PARTICIPATION OR SIMILAR AGREEMENT WITH THE CORPORATION (EACH, A "RHIO SERVICES AGREEMENT"), THE FORM OF WHICH HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION ("BOARD"), TO PARTICIPATE IN A CLINICAL INFORMATION DATA EXCHANGE PROGRAM WITH THE CORPORATION AND TO ACT AS A DATA SOURCE AND/OR DATA USER WITH RESPECT TO THE CORPORATION'S DATA EXCHANGE. A PARTICIPANT'S PARTICIPATION IN THE CORPORATION WILL TERMINATE IF THE RHIO SERVICES AGREEMENT IS TERMINATED FOR ANY REASON. FORM 990, PART VI, SECTION A, LINE 7A BEGINNING AS OF JANUARY 1, 2013, EACH INITIAL HOSPITAL MEMBER SHALL BE ENTITLED TO SUCH NUMBER OF VOTES WHICH IS DEEMED TO BE SUBSTANTIALLY PROPORTIONATE TO ITS MEMBERSHIP WHICH IS SET FORTH AS FOLLOWS, PROVIDED THE ORGANIZATION HAS ENTERED INTO A PARTICIPANT AGREEMENT WITH HEALTHIX,INC.: NORTH SHORE-LONG ISLAND JEWISH HEALTH SYSTEM SHALL HAVE EIGHT (8) VOTES, CATHOLIC HEALTH SERVICES OF LONG ISLAND SHALL HAVE EIGHT (8) VOTES, SOUTH NASSAU COMMUNITIES HOSPITAL SHALL HAVE TWO (2) VOTES AND NASSAU UNIVERSITY MEDICAL CENTER SHALL HAVE TWO (2) VOTES, BROOKHAVEN MEMORIAL HOSPITAL MEDICAL CENTER SHALL HAVE ONE (1) VOTE,HUNTINGTON HOSPITAL SHALL HAVE ONE (1) VOTE, LONG BEACH MEDICAL CENTER SHALL HAVE ONE (1) VOTE, JOHN T. MATHER HOSPITAL SHALL HAVE ONE (1) VOTE, NEW ISLAND HOSPITAL SHALL HAVE ONE (1) VOTE, PENINSULA HOSPITAL SHALL HAVE ONE (1) VOTE, ST. JOHN'S EPISCOPAL HOSPITAL SHALL HAVE ONE (1) VOTE. EACH HEALTH PROFESSIONAL ORGANIZATION MEMBER SHALL BE ENTITLED TO ONE (1) VOTE. THE FUTURE HOSPITAL MEMBERS AND LONG TERM CARE MEMBERS SHALL HAVE NO RIGHT TO VOTE. VOTING AT ANY MEETING OF THE MEMBERS OF THE CORPORATION MAY BE IN PERSON OR BY PROXY AUTHORIZED IN ACCORDANCE WITH LAW. AS OF DECEMBER 1, 2013, THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B BEGINNING AS OF JANUARY 1, 2013: SECTION 1. POWERS AND DUTIES. THE BOARD OF DIRECTORS (THE "BOARD") OF THE CORPORATION WILL HAVE THE POWER TO ACT ON, AND WILL BE RESPONSIBLE FOR THE MANAGEMENT, PROPERTY, ACTIVITIES AND AFFAIRS OF THE CORPORATION, INCLUDING THE DETERMINATION OF APPROPRIATE POLICY AND THE NECESSARY SUPPORTING PROGRAMS AND ACTIVITIES. IN PARTICULAR, THE BOARD SHALL BE RESPONSIBLE FOR, BUT NOT LIMITED TO THE FOLLOWING: (I) APPROVING THE STRATEGIC DIRECTION OF THE CORPORATION. (II) APPROVING THE ANNUAL BUDGET. (III) APPROVING CHANGES TO THE MEMBERSHIP FEE STRUCTURE. (IV) APPROVING APPOINTMENTS TO BOARD COMMITTEES. (V) APPROVING THE SCOPE OF RESPONSIBILITIES OF THE BOARD AND THE BOARD COMMITTEES. (VI) DECIDING ISSUES AND APPROVING POLICIES THAT WOULD SIGNIFICANTLY CHANGE OR AFFECT THE STRATEGIC DIRECTION OF THE CORPORATION. SECTION 2. COMPOSITION. 2.1 THERE SHALL BE A MAXIMUM OF TWENTY-SIX SEATS OR DIRECTORS ON THE BOARD OF DIRECTORS. SIXTEEN (16) SEATS SHALL BE APPOINTED POSITIONS, SEVEN (7) SEATS SHALL BE ELECTED POSITIONS OR "DIRECTOR AT LARGE" POSITIONS AND THREE SEATS SHALL BE EX-OFFICIO. THE CHAIR OF THE BOARD, PRESIDENT-CEO AND THE IMMEDIATE PAST CHAIRPERSON SHALL EACH HOLD ONE (1) SEAT. THE INITIAL HOSPITAL CLASS SHALL EACH HAVE 1 SEAT PER CLASS MEMBER FOR A MAXIMUM TOTAL OF ELEVEN (11) APPOINTED SEATS; THE HEALTH PROVIDER ORGANIZATION CLASS SHALL HAVE 1 SEAT PER CLASS MEMBER FOR A MAXIMUM TOTAL OF FIVE (5) (APPOINTED) SEATS; THE FUTURE HOSPITAL CLASS SHALL COLLECTIVELY HAVE A MAXIMUM OF THREE (3) ELECTED SEATS; THE LONG TERM CARE CLASS SHALL COLLECTIVELY HAVE A MAXIMUM OF ONE (1) ELECTED SEAT. ADDITIONALLY, THERE SHALL BE REPRESENTATION ON THE BOARD BY A BUSINESS/NOT-FOR-PROFIT EXPERT, PATIENT ADVOCATE AND PUBLIC HEALTH REPRESENTATIVE, COLLECTIVELY REFERRED TO AND REPRESENTING "NON HEALTH CARE PROVIDER ORGANIZATIONS OR NHPOS", WHICH SHALL HAVE A MAXIMUM TOTAL OF THREE (3) ELECTED SEATS. 2.2 THE DIRECTORS OF THE BOARD SHALL BE COMPRISED OF ELECTED POSITIONS AND APPOINTED POSITIONS, BASED UPON CLASS OR BY VIRTUE OF OFFICE HELD. THE FOLLOWING DIRECTOR POSITIONS SHALL BE APPOINTED TO THE BOARD BY VIRTUE OF HIS/HER OFFICE OR APPOINTMENT BY A MEMBER OF THE INITIAL HOSPITAL OR HPO CLASS: (I) PRESIDENT & CEO OF HEALTHIX, INC.(EX-OFFICIO AND VOTING); (II) CHAIR OF THE BOARD (EX-OFFICIO AND VOTING)(OR VICE CHAIR IN HIS/HER ABSENCE) (III) IMMEDIATE PAST CHAIRPERSON (EX-OFFICIO AND NON-VOTING); (III) NORTH SHORE-LIJ HEALTH SYSTEM MEMBER (APPOINTED AND VOTING); (IV) CATHOLIC HEALTH SYSTEM OF LONG ISLAND (APPOINTED AND VOTING); (V) NASSAU UNIVERSITY MEDICAL CENTER (APPOINTED AND VOTING); (VI) SOUTH NASSAU COMMUNITIES HOSPITAL (APPOINTED AND VOTING); (VII) BROOKHAVEN MEMORIAL HOSPITAL MEDICAL CENTER (APPOINTED AND VOTING); (VIII)JOHN T. MATHER HOSPITAL (APPOINTED AND VOTING); (IX) PENINSULA HOSPITAL (APPOINTED AND VOTING); (X) NEW ISLAND HOSPITAL (APPOINTED AND VOTING); (XI) HUNTINGTON HOSPITAL (APPOINTED AND VOTING); (XII) LONG BEACH MEDICAL CENTER (APPOINTED AND VOTING) (XIII)ST. JOHN'S EPISCOPAL HOSPITAL (APPOINTED AND VOTING) (XIV) NEW YORK MEDICAL STAFF LEADERSHIP COUNCIL (APPOINTED AND VOTING) (XV) MEDICAL SOCIETY OF THE STATE OF NEW YORK (APPOINTED AND VOTING) (XVI) AMERICAN COLLEGE OF PHYSICIANS (APPOINTED AND VOTING) (XVII)NASSAU COUNTY MEDICAL SOCIETY (APPOINTED AND VOTING) (XVIII)SUFFOLK COUNTY MEDICAL SOCIETY (APPOINTED AND VOTING) 2.3 THE FOLLOWING DIRECTOR POSITIONS SHALL BE ELECTED TO THE BOARD OF DIRECTORS AND SHALL BE NOMINATED BY THE BOARD NOMINATING COMMITTEE. ELECTED SEATS TO THE BOARD OF DIRECTORS SHALL BE REPRESENTATIVE OF THE FOLLOWING CLASSES OR GROUPS: (I) LONG TERM CARE CLASS (ELECTED AND VOTING) (II) FUTURE HOSPITAL CLASS (ELECTED AND VOTING) (III) NON-HEALTH CARE PROVIDER ORGANIZATIONS (ELECTED AND VOTING AS OF DECEMBER 1, 2013, THE TWO CLASSES OF MEMBERSHIP WERE REMOVED AND REPLACED WITH PARTICIPANTS. THE PARTICIPANTS HAVE NO POWER TO APPOINT OR REMOVE BOARD MEMBERS NOR DO THEY HAVE POWER TO APPROVE GOVERNING BODY DECISIONS. FORM 990, PART VI, SECTION B, LINE 11 AFTER THE FORM IS PREPARED BY OUTSIDE ACCOUNTANTS, IT WILL FIRST BE REVIEWED BY THE SVP OF FINANCE & ADMINISTRATION. IF THERE ARE ANY SUGGESTED CHANGES OR MODIFICATIONS, HE WILL COMMUNICATE DIRECTLY WITH THE OUTSIDE ACCOUNTANTS. ONCE THE SVP OF FINANCE IS SATISFIED WITH THE 990, HE WILL PASS IT ON TO THE CEO FOR HIS REVIEW. ONCE THE CEO IS SATISFIED WITH THE 990, THE NEXT STEP IS TO PASS IT ON TO THE TREASURER, WHO IS ALSO THE CHAIRMAN OF THE FINANCE COMMITTEE AND A MEMBER OF THE EXECUTIVE COMMITTEE AND THE BOARD OF DIRECTORS, FOR HIS REVIEW. ONCE THE TREASURER IS SATISFIED WITH THE 990, IT WILL BE PASSED ON TO THE FULL EXECUTIVE COMMITTEE. THIS COMMITTEE IS A SUBSET OF THE FULL HEALTHIX, INC. BOARD AND IS CHARGED WITH MAKING MANY KEY DECISIONS AFFECTING THE COMPANY. IT IS THIS GROUP OF INDIVIDUALS THAT WILL AUTHORIZE THE FILING OF THE 990. ONCE THE EXECUTIVE COMMITTEE IS SATISFIED WITH THE 990 AND HAS AUTHORIZED ITS FILING, THE SVP OF FINANCE OR THE CEO WILL PROVIDE AN ELECTRONIC COPY TO THE FULL BOARD OF DIRECTORS PRIOR TO THE EXTENDED DUE DATE OF THE RETURN. THE BOARD WILL BE INFORMED THAT THE EXECUTIVE COMMITTEE HAS REVIEWED AND APPROVED THE 990. IF ANY BOARD MEMBER HAS ANY QUESTIONS OR CONCERNS THEY WILL BE INSTRUCTED TO CONTACT THE SVP OF FINANCE, WHO WILL RESOLVE THEIR INQUIRIES PROMPTLY. FORM 990, PART VI, SECTION B, LINE 12C NO CONTRACT OR OTHER TRANSACTION BETWEEN HEALTHIX AND ONE OR MORE OF ITS DIRECTORS OR OFFICERS, OR BETWEEN HEALTHIX AND ANY OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS, OR HAVE A SUBSTANTIAL FINANCIAL INTEREST, SHALL BE EITHER VOID OR VOIDABLE FOR THIS REASON ALONE OR BY REASON ALONE THAT SUCH DIRECTOR OR DIRECTORS OR OFFICER OR OFFICERS ARE PRESENT AT THE MEETING OF THE BOARD, OR OF A COMMITTEE THEREOF, WHICH AUTHORIZES SUCH CONTRACT OR TRANSACTION, OR THAT HIS OR THEIR VOTES ARE COUNTED FOR SUCH PURPOSE, IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST IN SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP, OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH OR KNOWN TO THE BOARD OR COMMITTEE, AND THE BOARD OR COMMITTEE AUTHORIZES SUCH CONTRACT OR TRANSACTION BY A VOTE SUFFICIENT FOR SUCH PURPOSE WITHOUT COUNTING THE VOTE OR VOTES OF SUCH INTERESTED DIRECTOR OR OFFICER, OR IF THE VOTES OF THE DISINTERESTED DIRECTORS ARE INSUFFICIENT TO CONSTITUTE AN ACT OF THE BOARD, BY UNANIMOUS VOTE OF THE DISINTERESTED DIRECTORS; OR THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST IN SUCH CONTRACTOR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP, OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH, OR KNOWN TO THE MEMBERSHIP OF THE CORPORATION ENTITLED TO VOTE THEREON, IF ANY, AND SUCH CONTRACT OR TRANSACTION IS AUTHORIZED BY VOTE OF THE MEMBERSHIP. FORM 990, PART VI, SECTION B, LINE 15 CEO COMPENSATION AND THAT OF THE SVP OF MEMBER SERVICES (I.E., SALES) ARE SET BY EMPLOYMENT AGREEMENTS. IN THE PRIOR YEAR, 2012, THE COMPANY ENGAGED AN INDEPENDENT COMPENSATION CONSULTING COMPANY, THE "HAY GROUP", WHICH PERFORMED A FORMAL MARKET STUDY AND PROVIDED RANGES FOR SALARIES, BONUSES & COMMISSION PLANS FOR THE ENTIRE COMPANY. IT WAS NOT NECESSARY TO PERFORM THIS ANALYSIS AGAIN IN 2013. GOALS WERE SET FOR ALL EMPLOYEES AT THE BEGINNING OF 2013, AND THEIR PERFORMANCE WAS MEASURED AGAINST GOALS AFTER 2013 CONCLUDED. IN ADDITION, DUE TO THE MERGER WITH BHIX ON 12/01/2013, CERTAIN SALARIES WERE ADJUSTED DUE TO THE INCREASE IN RESPONSIBILITIES RESULTING FROM THE MERGER. BONUSES, WHICH WERE ACCRUED AT 12/31/12 (BASED ON 2012 PERFORMANCE), WERE PAID IN 2013, AND THOSE WHICH ACCRUED AT 12/31/13 (BASED ON 2013 PERFORMANCE) WERE PAID OUT IN 2014. THE INCENTIVE COMPENSATION (I.E, BONUS) PROGRAMS WERE APPROVED BY THE EXECUTIVE COMMITTEE FOR BOTH 2012 AND 2013, AND WERE ALSO DISTRIBUTED TO ALL EMPLOYEES. THE BY-LAWS CREATE A COMMITTEE OF THE BOARD WITH FULL POWERS OF THE BOARD TO REVIEW AND APPROVE THE COMPENSATION OF OFFICERS AND OTHER KEY EMPLOYEES. THE COMMITTEE, WHICH IS HEALTHIX'S EXECUTIVE COMMITTEE, CONSISTS OF TRUSTEES WHO HAVE NO CONNECTION TO HEALTHIX EXCEPT AS TRUSTEES AND THEY HAVE NO CONFLICTS AS TO MATTERS THEY CONSIDER. THE COMMITTEE MEETS SEVERAL TIMES A YEAR AS NEEDED BUT ALWAYS MEETS IN NOVEMBER/DECEMBER TO REVIEW AND DETERMINE OFFICER AND KEY EMPLOYEE COMPENSATION FOR THE FOLLOWING YEAR. FOR PURPOSES OF THEIR REVIEW THE COMMITTEE CONSIDERS THE RECOMMENDATIONS OF THE CEO FOR ALL PERSONS OTHER THAN THE CEO. THERE IS NO DOCUMENTATION OF THE BOARD'S APPROVAL FOR THE COMPENSATION OF OFFICERS AND OTHER KEY EMPLOYEES. ALL DISCUSSIONS ARE HELD VERBALLY. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE BY POSTING IT ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY. FORM 990, PART IX, LINE 11G CONSULTING FEES: PROGRAM SERVICE EXPENSES 4,234,997. MANAGEMENT AND GENERAL EXPENSES 181,334. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,416,331. PAYROLL PROCESSING FEES: PROGRAM SERVICE EXPENSES 759. MANAGEMENT AND GENERAL EXPENSES 13,006. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,765. RECRUITING FEES: PROGRAM SERVICE EXPENSES 57,280. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 57,280. OTHER CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 7,324. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,324. BHIX PROFESSIONAL FEE: PROGRAM SERVICE EXPENSES 8,514. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 8,514. FORM 990, PART XI, LINE 9: INCREASE IN NET ASSETS DUE TO MERGER OF BHIX 642,600. FORM 990,PART XII, LINE 2C THE ORGANIZATION'S FINANCE COMMITTEE ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF ITS INDEPENDENT AUDITOR. THE POLICY FOR SELECTION AND OVERSIGHT OF THE INDEPENDENT AUDITORS HAS NOT CHANGED SINCE LAST YEAR.