2024-05-15T10:44:21-05:00 2023-06-30 410746749 CLIFTONLARSONALLEN LLP 901 NORTH GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2022-07-01 270332436 CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC CHES 4432850160 7160 COLUMBIA GATEWAY DRIVE 100 COLUMBIA MD 21046 CRAIG BEHM CEO 4432850160 2024-05-14 1 CRAIG BEHM XXX-XX-XXXX 1 ROBERT WILLIAMS P01345960 5712279500 2024-05-13 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z CRISP CRAIG BEHM 7160 COLUMBIA GATEWAY DRIVE 100 COLUMBIA MD 21046 42179120 0 X WWW.CRISPHEALTH.ORG X 2008 MD TO ADVANCE HEALTH AND WELLNESS BY DEPLOYING HEALTH INFORMATION TECHNOLOGY SOLUTIONS ADOPTED THROUGH COOPERATION AND COLLABORATION. 15 15 0 22 0 0 41950986 36649721 6680761 5529399 0 0 0 0 48631747 42179120 0 103300 0 0 12435000 4493918 0 0 0 35260185 37573796 47695185 42171014 936562 8106 20760549 17289283 13342873 9863501 7417676 7425782 X CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS, INC. (CRISP) IS A HEALTH INFORMATION EXCHANGE (HIE) THAT OPERATES TO ADVANCE HEALTH AND WELLNESS BY DEPLOYING HEALTH INFORMATION TECHNOLOGY SOLUTIONS ADOPTED THROUGH COOPERATION AND COLLABORATION. THE MISSION OF CRISP IS TO ENABLE AND SUPPORT THE HEALTHCARE COMMUNITY OF MARYLAND AND OUR REGION TO APPROPRIATELY AND SECURELY SHARE DATA IN ORDER TO FACILITATE CARE, REDUCE COSTS, AND IMPROVE HEALTH OUTCOMES. 0 0 31797684 0 5529399 GRANT FUNDING- CRISP HAS BEEN WORKING ON SEVERAL SIGNIFICANT GRANT FUNDED INITIATIVES. THE SIGNIFICANT GRANTS ARE AS FOLLOWS: PRESCRIPTIONS DRUG MONITORING PROGRAM (PDMP): CRISP WAS AWARDED FUNDS FROM THE MARYLAND STATE DEPARTMENT OF HEALTH AND MENTAL HYGIENE (MDH) FOR THE PURPOSE OF DEVELOPING AND IMPLEMENTING PRESCRIPTION DRUG MONITORING CAPABILITIES INTO THE EXISTING FRAMEWORK OF THE HIE. IMPLEMENTATION WAS COMPLETED BY CLOSE OF FY15, AND PROJECT FOCUS HAS SINCE SHIFTED TO MAINTENANCE AND NEW PHYSICIAN ENROLLMENT. IMPLEMENTATION ADVANCED PLANNING DOCUMENT (IAPD): IN LATE FY13, MDH WAS AWARDED FUNDS BY CMS FOR THE PURPOSES OF AUGMENTING THE STATEWIDE HIE WITH ADDITIONAL SERVICES MADE AVAILABLE TO ELIGIBLE PROVIDERS WITHIN MARYLAND. CONTINUED ON SCHEDULE OCRISP IS THE SPECIFIED CONTRACTOR FOR MDH. CONTINUING THROUGH FY19, PROJECTS AND SERVICES SUCH AS ENCOUNTER NOTIFICATION SERVICES, (ENS) DIRECT MESSAGING, PORTAL ENHANCEMENT, EMBEDDED APP, IMAGE EXCHANGE AND DATA ROUTER WILL BE OPTIMIZED AND ROLLED OUT TO THE PROVIDER COMMUNITY. IN ORDER TO DRIVE ADOPTION AND INCORPORATION OF THE SERVICES, THE IAPD GRANTS ALLOWS FUNDING FOR OUTREACH EDUCATIONAL ACTIVITIES FOR THE PROVIDER COMMUNITY. INTEGRATED CARE NETWORK: IN 2014, THE MARYLAND HEALTH SERVICES COST REVIEW COMMISSION (HSCRC), WITH THE SUPPORT OF THE MARYLAND STATE DEPARTMENT OF HEALTH AND MENTAL HYGIENE (MDH), ESTABLISHED A CARE COORDINATION WORK GROUP TO OFFER ADVICE ON HOW HOSPITALS, PHYSICIANS, AND OTHER KEY STAKEHOLDERS CAN WORK TOGETHER WITH GOVERNMENT LEADERS IN EFFECTIVE CARE COORDINATION TO SUPPORT THE MARYLAND ALL-PAYER MODEL. THE WORKGROUP LED TO THE CREATION OF THE INTEGRATED CARE NETWORK INFRASTRUCTURE OR "ICN" PROJECT, THROUGH WHICH CRISP WAS CHARGED TO ESTABLISH PROCESSES AND LEVERAGE SERVICES FOR THREE COMPONENTS CRITICAL TO MODERNIZATION EFFORT: IDENTIFICATION OF AT-RISK PATIENTS WHO COULD BENEFIT FROM CARE, COORDINATION OR A TARGETED INTERVENTION, COMMUNICATION ESPECIALLY AT THE POINT OF CARE OF EXISTING PATIENTS RELATIONSHIPS AND CONNECTED SERVICES, AND MONITORING THE EFFECTIVENESS OF PROGRAMS AND INITIATIVES, ESPECIALLY BY MEASURING THEIR IMPACTS ON THE BIGGER TOTAL-COST-OF-CARE. THIS INITIATIVE CONTINUED THROUGH FY19. IN ADDITION, EFFECTIVE 7/1/2019, THE PROJECTS HAVE TRANSITIONED TO THE MAINTENANCE PHASE AND CONSIDERED OPERATIONAL ENHANCED HIE SERVICES. 2643951 103300 0 HEALTH INFORMATION EXCHANGE (HIE)- CRISP CONTINUES TO FOCUS ON THE EXCHANGE. SINCE BUILD-OUT OF THE EXCHANGE, CRISP HIE HAS ALLOWED PROVIDERS PRACTICING AT ONE LOCATION TO INSTANTLY ACCESS PATIENTS' RECORDS, TEST RESULTS, AND OTHER IMPORTANT INFORMATION EVEN IF THAT INFORMATION IS PHYSICALLY STORED MILES AWAY IN SEVERAL UNRELATED LOCATIONS. A BRIEF DESCRIPTION OF THE HIE CONCEPT IS AS FOLLOWS: WHILE PHYSICIAN ACCESS IS IMPROVED BY AN HIE, SO IS THE SECURITY OF PATIENTS' MEDICAL INFORMATION. SECURE ELECTRONIC TRANSMISSION OF MEDICAL DATA ENSURES THAT IS REACHED THE INTENDED RECIPIENT AND ONLY THE INTENDED RECIPIENT. CONTINUED ON SCHEDULE OTHE INSTANTANEOUS ACCESS AND IMPROVED SECURITY OFFERED BY A HIE IS MADE POSSIBLE BY THE HIGH-SPEED COMPUTER NETWORKING HARDWARE USED TO CONNECT ALL PARTICIPATING HEALTH CARE FACILITIES AND IDENTIFY THE LOCATION OF PATIENT RECORDS WITHIN THOSE PARTICIPATING FACILITIES. INCREASED AVAILABILITY AND SECURITY OF PATIENT INFORMATION REDUCES ERRORS, IMPROVES PATIENT CARE, AND LOWERS HEALTH CARE COSTS. HIE ALSO PERMIT, ON A VAST SCALE, THE COLLECTION OF EPIDEMIOLOGICAL AND OTHER DATA PROVIDING UNIQUE SCIENTIFIC AND EDUCATIONAL OPPORTUNITIES. THROUGH ITS ABILITY TO ACCESS AND "DE-IDENTIFY" (REMOVE IDENTIFYING INFORMATION, SUCH AS NAMES OR SOCIAL SECURITY NUMBERS) PATIENT RECORDS FROM MANY (IF NOT ALL) OF A REGION'S PATIENTS, CRISP WILL HELP 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) ACROSS AN ENTIRE REGION. IN SUM, HIES PERMIT HEALTHCARE PROVIDERS TO EXCHANGE DATA ON AN UNPRECEDENTED SCALE WHICH SHOULD IMPROVE TREATMENT OUTCOMES AND LOWERS HEALTHCARE COSTS FOR ALL. ADDITIONALLY, HIES PROVIDE A UNIQUE SCIENTIFIC AND EDUCATIONAL OPPORTUNITY. CRISP INTENDS TO OPERATE ITS HIE IN SUCH A WAY AS TO FACILITATE ALL EDUCATIONAL AND SCIENTIFIC USES OF ITS HIE THAT WILL NOT COMPROMISE DATA SECURITY OR PRIVACY. AS CRISP DEVELOPS AND GAINS ACCESS TO AN INCREASING AMOUNT OF MEDICAL DATA, FACILITATION WILL INCLUDE 1) WORKING WITH PARTICIPANTS TO IDENTIFY AREAS WORTH OF STUDY AND/OR RESEARCH, 2) DEVELOPING MEANS FOR DATA COLLECTION WHILE MAINTAINING DATA SECURITY AND PRIVACY, AND 3) PROMOTING THE USE OF APPROPRIATE DATA MINED FROM CRISP IN SCIENTIFIC STUDIES AND EDUCATIONAL SETTINGS. 2556933 0 0 OTHER EDUCATION ACTIVITIES- AN IMPORTANT PART OF CRISP'S MISSION IS TO EDUCATE THE PUBLIC (INCLUDING HEALTHCARE PROVIDERS) REGARDING THE BENEFITS OF ELECTRONIC HEALTH RECORDS, AND, BY EXTENSION, CRISP'S MISSION TO ENCOURAGE ELECTRONIC HEALTH RECORD ADOPTION AND MEANINGFUL USE. TO FURTHER THIS ASPECT OF ITS MISSION, CRISP HAS CREATED EDUCATIONAL PROGRAMS FOR PROVIDERS AND THE PUBLIC REGARDING HEALTH INFORMATION NETWORKS, ELECTRONIC HEALTH RECORDS, AND HEALTH INFORMATION PRIVACY, CRISP WILL CONTINUE TO INVESTIGATE, IMPLEMENT, AND WIDELY PUBLICIZE "BEST PRACTICES" WITH REGARD TO ELECTRONIC HEALTH RECORD SECURITY AND ACCURACY. CONTINUED ON SCHEDULE OIN CONJUNCTION WITH OTHER ORGANIZATIONS, CRISP CONTINUES TO ENGAGE IN OUTREACH PROGRAMS TARGETING THE PROVIDER COMMUNITY AND WHICH PROVIDE RESOURCES AND GUIDANCE REGARDING EHR ADOPTION AND ACHIEVING MEANINGFUL USE OF REQUIRED SYSTEMS. IN ADDITION TO PROVIDING GENERAL EDUCATION OF THE HEALTH INFORMATION EXCHANGE, CRISP'S EDUCATIONAL EFFORTS HAVE EXPANDED BEYOND THE BASIC CRISP SERVICES, QUERY PORTAL, ENCOUNTER NOTIFICATION SERVICE, AND THE PRESCRIPTION DRUG MONITORING PROGRAM, TO INCLUDE AN EMPHASIS ON AMBULATORY CONNECTIVITY AND THE BI-DIRECTIONAL EXCHANGE OF PATIENT DATA IN OUR REGION. CRISP EDUCATION AMBULATORY HEALTHCARE PROVIDERS ON THE BENEFITS OF BI-DIRECTIONAL DATA EXCHANGE BETWEEN HEALTHCARE FACILITY AND CRISP, IN IMPROVING THE TREATMENT AND CARE COORDINATION FOR THE REGION'S PATIENTS. CRISP CONTINUES TO ENGAGE IN OUTREACH PROGRAMS WHICH WILL EDUCATE THE PUBLIC ABOUT THE BENEFITS OF ELECTRONIC HEALTH RECORDS AND THE PRIVACY MEASURE THAT WILL ENSURE THE SECURITY OF THEIR PERSONAL HEALTH INFORMATION. CRISP EDUCATION OFFERINGS TAKE THE FORM OF CONFERENCES, PRESENTATIONS AND LECTURES DIRECTED BOTH TO PROVIDERS AND THE PUBLIC. THESE CONFERENCES, PRESENTATIONS AND LECTURES HAVE BEEN SPONSORED BY CRISP ALONE AS WELL AS IN CONCERT WITH OTHER CHARITABLE, EDUCATIONAL AND GOVERNMENTAL ORGANIZATIONS. SPEAKERS HAVE BEEN SELECTED BY CRISP AND OTHER SPONSORING ORGANIZATIONS, AND IN SOME CASES, CRISP MAY CHARGE A MODEST REGISTRATION FEE FOR SUCH CONFERENCES, PRESENTATIONS AND LECTURES TO RECOUP ITS COSTS. 36998568 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 0 0 1 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 1 0 0 0 1 40 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 15 15 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X STACEY BENICEWICZ 4437414902 7160 COLUMBIA GATEWAY DRIVE SUITE COLUMBIA MD 21046 COLIN WARD DRPH CHAIR 3.00 0.00 X X 0 0 0 SUSAN NELSON VICE CHAIR 3.00 0.00 X X 0 0 0 TRICIA RODDY SECRETARY 3.00 0.00 X X 0 0 0 PAMELA RAYNE DIRECTOR/IMMEDIATE PAST CHAIR 3.00 0.00 X X 0 0 0 MATTHEW CLARK DIRECTOR 3.00 0.00 X 0 0 0 GREGG COLON DIRECTOR 3.00 0.00 X 0 0 0 PALLAVI GOWDA MD DIRECTOR 3.00 0.00 X 0 0 0 WILLARDA EDWARDS MD DIRECTOR 3.00 0.00 X 0 0 0 KATYAYANI A KATY BHIDE DIRECTOR UNTIL 01/2023 3.00 0.00 X 0 0 0 ERIN MCMULLEN DIRECTOR 3.00 0.00 X 0 0 0 KATHLYN WEE DIRECTOR 3.00 0.00 X 0 0 0 PETER GREENE MD DIRECTOR 3.00 0.00 X 0 0 0 SCOTT MACLEAN DIRECTOR 3.00 1.00 X 0 0 0 BETH SAMMIS PHD DIRECTOR 3.00 0.00 X 0 0 0 JACQUELINE FULTON MD DIRECTOR 3.00 0.00 X 0 0 0 BRIAN WHEELER DIRECTOR 3.00 0.00 X 0 0 0 BRANDON NEISWENDER VP - UNTIL APRIL 2023 20.00 20.00 X 185018 185018 33524 CRAIG BEHM PRESIDENT AND CEO 20.00 20.00 X 148980 148980 37272 NICHOLE SWEENEY VP AND GENERAL COUNSEL 20.00 20.00 X 133544 133544 1444 KRISTEN PULIO TREASURER 3.00 0.00 X 0 0 0 SHEENA PATEL SR DIRECTOR, CRISP 40.00 0.00 X 153343 0 11178 ANJA FRIES DIRECTOR OF CRS 40.00 0.00 X 135984 0 14414 JESSICA HESLOP PROGRAM DIRECTOR 40.00 0.00 X 115124 0 5707 JEFFREY BAHEN ASSOCIATE DIRECTOR OF OPERATIONS 40.00 0.00 X 113165 0 5550 MARGARET OEHLMANN PROGRAM DIRECTOR 40.00 0.00 X 106204 0 12348 MAIA GOTTLIEB SR PROJECT MANAGER 40.00 0.00 X 100651 0 10403 DAVID HORROCKS FORMER OFFICER - CEO UNTIL 04/2022 20.00 20.00 X 76770 76770 13994 1268783 544312 145834 9 1 1 0 HMETRIX 150 MONUMENT ROAD SUITE 600 BALA CYNWYND PA 19004 TECHNOLOGY 4401761 AUDACIOUS INQUIRY (AI) 5523 RESEARCH PARK DR SUITE 370 CATONSVILLE MD 21228 TECHNOLOGY 2526014 MICROSOFT CORPORATION 1950 N STEMMONS FWY DALLAS TX 75207 TECHNOLOGY 2337995 LEAP ORBIT LLC 6950 COLUMBIA GATEWAY DRIVE COLUMBIA MD 21046 TECHNOLOGY 1810073 DYNAMED SOLUTIONS 5520 RESEARCH PARK DRIVE CATONSVILLE MD 21228 STAFFING 1649336 38 36481413 168308 36649721 USER FEE REVENUE 900099 5113016 5113016 COST TRANSFER REVENUE 900099 416383 416383 5529399 42179120 5529399 0 0 X 103300 103300 727643 727643 2704395 2704395 793920 793920 267960 267960 6133 6133 12894 355 12539 86089 10290 75799 60309 60309 29343692 25360181 3983511 1530402 1528013 2389 51237 51237 3213855 2747962 465893 322862 24647 298215 19223 19223 27694 27694 23601 23601 57161 57161 SUPPLIES 2640374 2640374 MEMBERSHIP & DUES 121728 49002 72726 EVENTS/GIFTS/AWARDS 56542 40526 16016 42171014 36998568 5172446 0 1343363 4298206 15729968 11815079 1641104 349644 281098 79771 3524295 3150592 1031927 373703 733089 372880 20760549 17289283 12048722 5135997 58463 20511 1235688 4706993 13342873 9863501 X 7417676 7425782 7417676 7425782 20760549 17289283 8106 0 X 0 1 X 1 1 1 X 35618891 38783315 45081049 41950986 36649722 198083963 35618891 38783315 45081049 41950986 36649722 198083963 198083963 198083963 25595134 1.00000 1.00000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 60309 0 0 60309 0 1323992 1233327 90665 2200303 1917265 283038 373703 DUE TO OTHER ENTITIES 4400491 ROU LIABILITY 306502 4706993 1 CRISP DC 1140 THIRD STREET NE WASHINGTON DC 20002 881511502 501C3 103300 0 N/A N/A SUPPORT 1 0 1 0 0 0 0 0 0 0 BRANDON NEISWENDER VP - UNTIL APRIL 2023 130763 130763 54255 54255 0 0 8585 8585 8177 8177 201780 201780 0 0 CRAIG BEHM PRESIDENT AND CEO 120878 120878 28102 28102 0 0 8842 8842 9794 9794 167616 167616 0 0 NICHOLE SWEENEY VP AND GENERAL COUNSEL 116524 116524 17020 17020 0 0 711 711 11 11 134266 134266 0 0 DAVID HORROCKS FORMER OFFICER - CEO UNTIL 04/2022 76770 76770 0 0 0 0 4271 4271 2726 2726 83767 83767 0 0 SHEENA PATEL SR DIRECTOR, CRISP 136108 0 17235 0 0 0 8747 0 2431 0 164521 0 0 0 ANJA FRIES DIRECTOR OF CRS 121917 0 14067 0 0 0 8029 0 6385 0 150398 0 0 0 PART I, LINE 3 A RELATED ORGANIZATION, CRISP SHARED SERVICES, SETS THE COMPENSATION. PART I, LINE 4B NAME: CRAIG BEHM, DESCRIPTION: 457(F) PLAN CONTRIBUTION, CURRENT YEAR AMOUNT: $35,000. PLAN DESCRIPTION: PAYMENTS MADE TO 457(F) PLAN, DID NOT VEST FORM 990, PART VI, SECTION A, LINE 1A THE FIFTEEN (15) VOTING DIRECTORS OF THE BOARD, WHETHER REPRESENTING A MEMBER ORGANIZATION, THE MARYLAND DEPARTMENT OF HEALTH, OR AN AT-LARGE ELECTED SEAT EACH CONTRIBUTE ONE VOTE, WITH NO RESERVED POWERS. CERTAIN DUTIES ARE DELEGATED TO EXECUTIVE, AUDIT & COMPLIANCE, AND NOMINATING COMMITTEES OF THE BOARD PER THE BYLAWS. 8.2.1 AUDIT AND COMPLIANCE COMMITTEE. THE AUDIT AND COMPLIANCE COMMITTEE SHALL CONSISTOF FOUR (4) MEMBERS OF THE BOARD OF DIRECTORS, AND SHALL INCLUDE AT LEAST ONE (1) DIRECTOR APPOINTED BY THE SECRETARY OF THE DEPARTMENT OF HEALTH. THE AUDIT AND COMPLIANCE COMMITTEE SHALL BE DIRECTLY RESPONSIBLE FOR THE APPOINTMENT, COMPENSATION, AND OVERSIGHT OF THE WORK OF ANY ACCOUNTANT OR ACCOUNTING FIRM EMPLOYED BY THE CORPORATION FOR THE PURPOSE OF PREPARING OR ISSUING AN AUDIT REPORT OR RELATED WORK, AND EACH SUCH ACCOUNTANT OR ACCOUNTING FIRM SHALL REPORT DIRECTLY TO THE COMMITTEE. THE COMMITTEE SHALL ESTABLISH PROCEDURES FOR: (A) THE RECEIPT, RETENTION, AND TREATMENT OF COMPLAINTS RECEIVED BY THE CORPORATION REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, AUDITING OR COMPLIANCE MATTERS; AND (B) THE CONFIDENTIAL, ANONYMOUS SUBMISSION BY EMPLOYEES OF THE CORPORATION OF CONCERNS REGARDING QUESTIONABLE ACCOUNTING, AUDITING OR OTHER FINANCIAL OR OTHER COMPLIANCE MATTERS. 8.2.2. EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL CONSIST OF AT LEAST FIVE (5) AND NO MORE THAN SEVEN(7) MEMBERS OF THE BOARD OF DIRECTORS (EXCEPT AS PROVIDED IN THE NEXT SENTENCE), SELECTED AS FOLLOWS: ONE (1) DIRECTOR APPOINTED BY EACH CLASS A MEMBER, ONE (1) DIRECTOR APPOINTED BY THE CLASS B MEMBER AND ONE (1) DIRECTOR APPOINTED BY THE SECRETARY OF THE MDH. THE CHAIR OF THE BOARD OF DIRECTORS, WHO SHALL ALSO EX OFFICIO BE A DESIGNATED DIRECTOR OF THE EXECUTIVE COMMITTEE, SHALL PRESIDE AT ANY AND ALL MEETINGS OF THE EXECUTIVE COMMITTEE; PROVIDED THAT, IN THE EVENT THAT THE CHAIR OF THE BOARD OF DIRECTORS IS NOT A MEMBER OR A MDH APPOINTEE, THE EXECUTIVE COMMITTEE SHALL CONSIST OF SIX (6) MEMBERS. THE BOARD OF DIRECTORS MAY, IN ITS SOLE DISCRETION, APPOINT AT LEAST (1) CHIEF INFORMATION OFFICER (IF ANY MEET THE FOREGOING CRITERIA) AND AT LEAST ONE (1) PHYSICIAN (IF ANY MEET THE FOREGOING CRITERIA) TO SERVE AS DIRECTORS ON THE EXECUTIVE COMMITTEE. SUBJECT TO THE RESPECTIVE PROVISIONS OF SECTION 6.3 AND SECTION 6.16 HEREOF (AND ANY OTHER PROVISIONS OF APPLICABLE LAW), WHEN THE BOARD OF DIRECTORS IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ANY AND ALL OF THE POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS, EXCEPT TO THE EXTENT, IF ANY, THAT SUCH POWERS AND AUTHORITY SHALL BE LIMITED BY RESOLUTION OF THE ENTIRE BOARD OF DIRECTORS. IN ADDITION, FOR THE AVOIDANCE OF DOUBT, THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE POWER OR AUTHORITY TO ELECT OR REMOVE DIRECTORS NOR AMEND THE CORPORATION'S ARTICLES OF INCORPORATION AND/OR THESE BYLAWS. THE EXECUTIVE COMMITTEE'S ABILITY TO EXERCISE ANY OF THE AFOREMENTIONED POWERS OR AUTHORITY SHALL REMAIN SUBJECT TO THE DIRECTION AND CONTROL OF THE BOARD OF DIRECTORS AT ALL TIMES. 8.2.3 NOMINATING COMMITTEE. THE NOMINATING COMMITTEE SHALL CONSIST OF AT LEAST FOUR (4) MEMBERS OF THE BOARD OF DIRECTORS, AND SHALL INCLUDE THE CHAIR OF THE BOARD AND THE VICE CHAIR OF THE BOARD AND AT LEAST ONE (1) MEMBER OF THE BOARD NOT APPOINTED BY A MEMBER. THE NOMINATING COMMITTEE SHALL BE RESPONSIBLE FOR RECOMMENDING TO THE BOARD OF DIRECTORS CANDIDATES FOR THE BOARD FOR WHICH IT HAS NOMINATING RESPONSIBILITY UNDER SECTION 6.2 OF THE BYLAWS AND FOR RECOMMENDING NON-BOARD MEMBERS OF ADVISORY COMMITTEES DESCRIBED IN SECTION 8.3. FORM 990, PART VI, SECTION A, LINE 4 IN SEPTEMBER 2022, THE BOARD APPROVED AND ADOPTED THE FOLLOWING CHANGES TO THE ORGANIZATION'S BYLAWS (NOW FIFTH AMENDED AND RESTATED VERSION): TECHNOLOGY COMMITTEE AS A SUBSTANTIVE CHANGE, TECHNOLOGY WAS REMOVED FROM THE LIST OF STANDING ADVISORY COMMITTEES NOTED IN THE BYLAWS. RELEVANT LANGUAGE WAS REMOVED FROM PAGE 11 OF THE DOCUMENT. HEALTH DATA UTILITY REFERENCES INCORPORATED NEW REFERENCES TO THE ORGANIZATION AS A STATEWIDE HEALTH DATA UTILITY' IN RESPONSE TO THE PASSAGE OF MARYLAND'S HB 1127. THIS REFERENCE APPEARS ON PAGES 1 AND 14 OF THE BYLAWS DOCUMENT. ADMINISTRATIVE CHANGES THE ORGANIZATION'S RESIDENT AGENT INFORMATION HAS BEEN UPDATED. THIS CHANGE APPEARS ON PAGE 1 OF THE DOCUMENT. OTHER ADMINISTRATIVE ADJUSTMENTS, SUCH AS REVISED TITLE, DATE, AND VERSION INFORMATION ARE REFLECTED AT THE TOP OF PAGE 1 AND WITHIN THE DOCUMENT HEADERS AND FOOTERS. FORM 990, PART VI, SECTION A, LINE 6 CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS, INC. HAS TWO CLASSES OF MEMBERS, CLASS A MEMBERS AND CLASS B MEMBERS. CLASS A MEMBERS CAN 1) VOTE ON ANY MATTERS BEFORE THE MEMBERS, 2) APPOINT AND REMOVE TWO DIRECTORS, 3) SELECT ONE OR MORE REPRESENTATIVES WHO MAY ATTEND AND SPEAK AT THE 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, AND 4) BY A MAJORITY OF THE CLASS A MEMBERS, TO APPROVE ANY ACTION OF THE BOARD OF DIRECTORS OR A BOARD COMMITTEE CONCERNING THE EXERCISE OF THE CORPORATION'S AUTHORITY AS A CLASS A MEMBER OF CRISP SHARED SERVICES, INC. CLASS B MEMBERS CAN 1) VOTE ON ANY MATTERS BEFORE THE MEMBERS, 2) APPOINT AND REMOVE ONE DIRECTOR, AND 3) SELECT ONE OR MORE REPRESENTATIVES WHO MAY ATTEND AND SPEAK AT THE 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 A, LINE 7A THE ADMISSION OF NEW MEMBERS MUST HAVE THE AFFIRMATIVE VOTE OF AT LEAST ONE DIRECTOR APPOINTED BY EACH CLASS A MEMBER AND AT LEAST ONE DIRECTOR APPOINTED BY EITHER THE CLASS B OR THE CLASS C 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 THE PURPOSE OF THIS CONFLICT OF INTEREST POLICY IS TO PROTECT THE CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS, INC. (THE ORGANIZATION'S") INTEREST WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER, DIRECTOR, OR SENIOR MANAGER OF THE ORGANIZATION. ANY DIRECTOR, OFFICER, MEMBER OF A BOARD COMMITTEE, OR SENIOR MANAGER WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST WITH THE ORGANIZATION IS AN INTERESTED PERSON. 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. 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. TO ENSURE THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S LENGTH BARGAINING. B. WHETHER PARTNERSHIPS, JOINT VENTURES, AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE ORGANIZATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. 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 ADHOC 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 SOURCES WERE USED TO DETERMINE SALARY RANGES BASED ON MARKET RESEARCH. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023. FORM 990, PART VI, SECTION C, LINE 19 CRISP MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 25,336,181. MANAGEMENT AND GENERAL EXPENSES 3,983,511. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 29,319,692. DEAP/USER FEE CREDITS: PROGRAM SERVICE EXPENSES 24,000. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 24,000. CRISP SHARED SERVICES 7160 COLUMBIA GATEWAY DRIVE SUITE 1 COLUMBIA MD 21046 853328249 HIE MEMBER SUPPORT MD 501(C)(3) LINE 12A, I CHESAPEAKE REGIONAL INFORMATION SYSTEM FOR OUR PATIENTS INC 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0