2026-05-13T14:32:28-05:00 2025-06-30 410746749 CLIFTONLARSONALLEN LLP 950 NORTH GLEBE ROAD SUITE 1200 ARLINGTON VA 22203 990 2024-07-01 853328249 CRISP SHARED SERVICES INC CRIS 8337324443 10480 LITTLE PATUXENT PARKWAY 800 COLUMBIA MD 21044 CRAIG BEHM CEO 8337324443 2026-05-12 1 1 CHICHI MSANGI P01972113 5712279500 2026-05-11 2024 2025-03-06 01:10:19Z CRAIG BEHM 10480 LITTLE PATUXENT PARKWAY 800 COLUMBIA MD 21044 65130885 0 X WWW.CRISPSHAREDSERVICES.ORG X 2020 MD TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 7 7 224 8 0 0 0 0 56799732 65124702 0 0 4917 6183 56804649 65130885 0 0 0 0 22716923 27441061 0 0 0 33699553 36558954 56416476 64000015 388173 1130870 28638920 29591390 26977204 26798804 1661716 2792586 X TO ASSIST MEMBER ORGANIZATIONS IN ACHIEVING ECONOMIES OF SCALE, POOLING INNOVATION EFFORTS, AND IMPLEMENTING BEST PRACTICES. 0 0 55878783 65124702 CSS WAS FORMED TO SUPPORT MULTIPLE STATE-DESIGNATED HIES WHICH INCLUDES BUT IS NOT LIMITED TO: 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), KENTUCKY HEALTH INFORMATION EXCHANGE (KENTUCKY), AND EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES (RHODE ISLAND) (COLLECTIVELY, THE SUPPORTED ORGANIZATIONS).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, 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, 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 MODERIZATION 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 APPROXIMATLEY $27 MILLION VIA ASTHO FOR THIS PROJECT SPANNING ABOUT THREE AND HALF YEARS. 55878783 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 31 0 1 224 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 7 0 0 1 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 800 COLUMBIA MD 21044 SCOTT MACLEAN CHAIR (UNTIL 11/2024) 0.50 0.00 X X 0 0 0 TRESSA SPRINGMANN VICE CHAIR(UNTIL 11/2024), CHAIR 0.50 0.00 X X 0 0 0 EDWARD GROGAN SECRETARY 0.25 0.00 X X 0 0 0 DOUG HALL TREASURER 0.50 0.00 X X 0 0 0 JAMES FAWCETT DIRECTOR 0.25 0.00 X 0 0 0 DEBBIE CONDREY DIRECTOR 0.25 0.00 X 0 0 0 COLT COURTRIGHT DIRECTOR 0.25 0.00 X 0 0 0 ALLEN HSIAO MC DIRECTOR 0.25 0.00 X 0 0 0 CRAIG BEHM PRESIDENT AND CEO 20.00 20.00 X 215720 215720 49534 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 20.00 20.00 X 169023 169023 40844 NICHOLE SWEENEY VP AND GENERAL COUNSEL 20.00 20.00 X 154980 154980 20032 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 20.00 20.00 X 143624 143624 35598 NEISWENDER BRANDON VP AND CHIEF STRATEGY OFFICER 40.00 0.00 X 322446 0 46129 MARC RABNER VP AND CHIEF MEDICAL OFFICER 40.00 0.00 X 303996 0 27171 MICHAEL BANFIELD SR DIR OF SHARED SVCS AND CHIEF TECHNOLOGY OFFICER 40.00 0.00 X 286790 0 17539 SHEENA PATEL EXECUTIVE DIRECTOR, PUBLIC HEALTH MODERNIZATION 40.00 0.00 X 247072 0 33776 BEZAWIT SUMNER SENIOR DIRECTOR OF INFORMATION SECURITY 40.00 0.00 X 248078 0 24604 RHONDA MOODY SENIOR DIRECTOR OF DATA INSIGHTS 40.00 0.00 X 204377 0 45931 ANDREW FRANKE DIRECTOR- IT OPERATIONS 40.00 0.00 X 192197 0 38699 SERENA BRYSON INFORMATION SECURITY PROGRAM MANAGER 40.00 0.00 X 187416 0 12391 KATE TALBERT DIRECT OF REPORTING & ANALYTICS 40.00 0.00 X 181958 0 11341 NICHOLAS RAMSING DIRECTOR OF PRODUCT 40.00 0.00 X 172109 0 42331 DANIEL MUNSTER DIRECTOR OF IMPLEMENTATIONS 40.00 0.00 X 168910 0 20706 3198696 683347 466626 73 0 1 0 HMETRIX 150 MONUMENT ROAD SUITE 203 BALA CYNWYD PA 19004 TECHNOLOGY 7513435 MICROSOFT CORPORATION ONE MICROSOFT WAY REDMOND WV 98052 TECHNOLOGY 6546777 DYNAMED SOLUTIONS 910 TOWNE CENTRE BOULEVARD SUITE 25 ANNAPOLIS MD 21401 STAFFING 2079150 AUDACIOUS INQUIRY 5523 RESEARCH PARK DRIVE SUITE 370 CATONSVILLE MD 21228 TECHNOLOGY 1715631 LEAP ORBIT LLC 7067 COLUMBIA GATEWAY DR SUITE 190 COLUMBIA MD 21046 TECHNOLOGY 1657000 32 DATABASE SERVICE REVENUE 900099 65124702 65124702 65124702 MISCELLANEOUS 900099 6183 6183 6183 65130885 65124702 0 6183 X 2615088 2196675 418413 20685040 17426502 3258538 1036354 873146 163208 1438378 1211625 226753 1666201 1403298 262903 89618 89618 20043 20043 13693773 12558391 1135382 4987 4956 31 487145 89360 397785 21024493 19948495 1075998 470433 5111 465322 221195 45183 176012 85477 6308 79169 101434 101434 259487 63447 196040 MEMBERSHIPS & DUES 92410 43397 49013 MISCELLANEOUS 5685 234 5451 PROFESSIONAL DEVELOPMEN 2774 2655 119 64000015 55878783 8121232 0 870666 3066523 559865 13762 3363875 7309728 5873213 7253678 2545257 101434 2205781 2443823 15765520 9503876 28638920 29591390 17008164 13314407 761060 1943503 2995000 9207980 8545894 26977204 26798804 X 1661716 2792586 1661716 2792586 28638920 29591390 1130870 0 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 78000 0 0 78000 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. 2545257 101434 2443823 2443823 DUE FROM OTHER ENTITIES 3759567 OTHER RECEIVABLE 198754 RIGHT OF USE ASSET, NET-OPERATING 5404240 INVESTMENT ASSETS 457(F) PLANS 110007 SECURITY DEPOSITS 31308 9503876 DUE TO OTHER ENTITIES 1179540 457(F) PLAN LIABILITY 110007 LONG-TERM LEASE LIABILITY-OPERATING 7057593 457(B) PLAN LIABILITY 198754 8545894 X X X X 0 1 0 0 0 0 0 1 0 CRAIG BEHM PRESIDENT AND CEO 177358 177358 38362 38362 0 0 9343 9343 15424 15424 240487 240487 16659 0 RYAN BRAMBLE VP AND CHIEF OPERATING OFFICER 143908 143908 25115 25115 0 0 8936 8936 11486 11486 189445 189445 0 14434 NEISWENDER BRANDON VP AND CHIEF STRATEGY OFFICER 274826 0 47620 0 0 0 18866 0 27263 0 368575 0 0 0 MARC RABNER VP AND CHIEF MEDICAL OFFICER 260472 0 43524 0 0 0 17471 0 9700 0 331167 0 0 0 NICHOLE SWEENEY VP AND GENERAL COUNSEL 131401 131401 23579 23579 0 0 9293 9293 723 723 164996 164996 0 0 STACEY BENICEWICZ VP AND CHIEF FINANCIAL OFFICER 120641 120641 22983 22983 0 0 7791 7791 10008 10008 161423 161423 0 0 MICHAEL BANFIELD SR DIR OF SHARED SVCS AND CHIEF TECH 246400 0 40390 0 0 0 16093 0 1446 0 304329 0 0 0 SHEENA PATEL EXECUTIVE DIRECTOR, PUBLIC HEALTH MO 206152 0 40920 0 0 0 14618 0 19158 0 280848 0 0 0 BEZAWIT SUMNER SENIOR DIRECTOR OF INFORMATION SECUR 212589 0 35489 0 0 0 15199 0 9405 0 272682 0 0 0 RHONDA MOODY SENIOR DIRECTOR OF DATA INSIGHTS 173823 0 30554 0 0 0 12876 0 33055 0 250308 0 0 0 ANDREW FRANKE DIRECTOR- IT OPERATIONS 168569 0 23628 0 0 0 11922 0 26777 0 230896 0 0 0 NICHOLAS RAMSING DIRECTOR OF PRODUCT 157591 0 14518 0 0 0 10686 0 31645 0 214440 0 0 0 SERENA BRYSON INFORMATION SECURITY PROGRAM MANAGER 172470 0 14946 0 0 0 9796 0 2595 0 199807 0 0 0 KATE TALBERT DIRECT OF REPORTING & ANALYTICS 160771 0 21187 0 0 0 10236 0 1105 0 193299 0 0 0 DANIEL MUNSTER DIRECTOR OF IMPLEMENTATIONS 155182 0 13728 0 0 0 10124 0 10582 0 189616 0 0 0 PART I, LINE 3 TO DETERMINE COMPENSATION FOR THE ORGANIZATION CEO, 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. BASED ON THIS ANALYSIS, HUMAN RESOURCES MADE A SALARY RECOMMENDATION TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS FOR APPROVAL. AT THE END OF THE FISCAL YEAR, THIS COMMITTEE REVIEWS ORGANIZATIONAL ACCOMPLISHMENTS AGAINST STATED GOALS AND DETERMINES VARIABLE INCENTIVE PAY AMOUNTS AS WELL AS BASE SALARY FOR THE NEXT FISCAL YEAR. THE BOARD AUTHORIZES INDEPENDENT EXECUTIVE COMPENSATION STUDIES PERIODICALLY AS APPROPRIATE. PART I, LINE 4B CRAIG BEHM'S COMPENSATION REPORTED ON FORM 990, SCHEDULE J PART II, COLUMN (B)(I) INCLUDED $16,659 FOR SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN; TERMS AND CONDITIONS WERE AS FOLLOWS: 457(F) CSS CONTRIBUTION (VESTED & PAID OUT IN 2024) RYAN BRAMBLE'S COMPENSATION REPORTED ON FORM 990, SCHEDULE J PART II, COLUMN (B)(I) INCLUDED $14,434 FOR SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN; TERMS AND CONDITIONS WERE AS FOLLOWS: 457(F) CSS CONTRIBUTION (VESTED & PAID OUT IN 2024) PART I, LINE 7 THE MAJORITY OF OUR BONUSES ARE CALCULATED BASED ON A MAX BONUS POTENTIAL DETERMINED BY YOUR POSITION LEVEL, MULTIPLIED BY A GOAL ACHIEVEMENT PERCENTAGE (CURRENTLY 4 QUARTERLIES AND 1 ANNUAL), MULTIPLIED BY YOUR BASE SALARY AS OF THE LAST DAY OF THE EFFECTIVE PERIOD. 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 4 CSS BYLAWS WERE UPDATED TO ALLOW FOR THE ESTABLISHMENT OF 1) THREE WHOLLY-OWNED SUBSIDIARY LLCS, AND 2) ADVISORY COMMITTEES FOR THE PURPOSE OF PROVIDING STRATEGIC GUIDANCE TO MANAGEMENT AND THE BOARD 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. BASED ON THIS ANALYSIS, HUMAN RESOURCES AND THE CEO MADE OFFICER SALARY RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS FOR APPROVAL. AT THE END OF THE FISCAL YEAR, THIS COMMITTEE REVIEWS ORGANIZATIONAL ACCOMPLISHMENTS AGAINST STATED GOALS AND DETERMINES VARIABLE INCENTIVE PAY AMOUNTS AS WELL AS BASE SALARY FOR THE NEXT FISCAL YEAR. THE BOARD AUTHORIZES INDEPENDENT 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 2025. 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 12,558,391. MANAGEMENT AND GENERAL EXPENSES 1,135,382. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,693,773. 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