CCHIT - dissolved involuntarily in April 2008 for failure to file annual report required under laws of the state of Illinois

At posts "A very troubling post about the CCHIT" and "Is CCHIT Registered as a 501(c)3 in Illinois, And if Not, Where is it Registered, and Why Was it Involuntarily Dissolved in April 2008?", I questioned whether allegations by WSJ health blog commenter "CJ" that CCHIT was operating as an unregistered business after an involuntary dissolution (that occurred for some unknown reason on April 11, 2008) were true.

CCHIT is the Certification Commission for Healthcare Information Technology, an organization that "certifies" the computer programs doctors are being asked to use to replace paper order sheets and charts in patient care.

Today I received public documents from the Illinois Secretary of State's Dept. of Business Services that provide additional information. Click to enlarge.

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In the document above we find that on Dec. 28, 2006, Articles of Merger or Consolidation were filed with the Illinois Secretary of State, Dept. of Business Services to merge "CCHIT, NFP" (an Illinois Corp). with "Certification Commission for Healthcare Information Technology, Inc.", a Delaware Corporation.

The name of the surviving corporation was CCHIT, NFP, to be governed by the laws of Illinois and called "Certification Commission for Healthcare Information Technology" per Article II of the merger (not shown).

This implies the Delaware registrations seen at the Delaware business lookup (link) were ended. They are still shown under file #'s 3859636 (LLC, formed 09/24/2004) and 4273859 (Inc., formed 12/21/2006) but current status is not shown on that site as in Illinois, and may be purchased. Considering the above document, I don't believe that to be very useful (unless someone forgot to tell Delaware about the above merger!)

Next:

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In the document above dated April 11, 2008, we find the reason I sought in my prior posts for the "involuntary dissolution" of the Certification Commission for Healthcare Information Technology:

"Certification Commission for Healthcare Information Technology, being a corporation organized under the laws of the State of Illinois relating to Domestic Corporations, has failed to file an annual report as required by the provisions of "General Not for Profit Corporation Act" of the State of Illinois, in force January 1, A.D. 1987, and all acts amendatory thererof; AND WHEREAS, said acts provided that upon failure to file an annual report, the Secretary of State shall dissolve the corporation."

At the time I requested these documents on Tuesday Feb. 17, 2009, the day after the President's day holiday, CCHIT's status at the CyberDriveIllinois site was "dissolved." The two personnel I spoke with, one of whom took my request for the above documents, confirmed that status at that time:

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As best as I can tell from these documents, therefore, the Certification Commission for Healthcare Information Technology appears to have been operating as a nonentity (having been dissolved as a corporation) from April 11, 2008 and onward, apparently re-registering on or about Feb. 19, 2009, after the web controversy over registration began.

The CyberDriveIllinois site on that day changed to show CCHIT as "Active" with an Annual Report Filing Date of Feb. 19, 2009.

This raises several questions:

• Why did they fail to register? Surely they were informed of the dissolution.
  
• Why did they continue operating without registration?
• Who was doing business with them during the period of non-registration?
• What is the status of certifications performed during that period?
• What happened to the monies received from HIT firms seeing certification, and/or any monies received from government if any, during the period of non-registration?
• What are the penalties for operating a business without registration "as required by the provisions of the General Not For Profit Corporation Act" of the State of Illinois?
• Are there any IRS implications?
• If the failure to file over ten months or so was due to carelessness, is this an organization that should be "certifying" complex information systems upon which lives depend?
• Finally ... haven't we had enough of politicians and businesses that "forgot" to file their papers?
  

Being a physician and professor as well as a former Medical Review Officer in the public transit industry, I like to make sure my claims are documented, unlike some with HIT industry sponsorship who prefer speculation.

I note that in a response to my original Feb. 13 post on this issue "A very troubling post about the CCHIT" and at the WSJ health blog itself, CCHIT marketing director Sue Reber wrote:

The “facts” in the previous post are deliberate misinformation from an anonymous source ... CCHIT was founded originally as a LLC but has subsequently transitioned to a private, nonprofit 501(c)3 organization. That is its current status.

Perhaps Ms. Reber meant to write "that will be its current status once again after we make good on the required state paperwork ten months after we were involuntarily dissolved, after that fact became known through the 'deliberate misinformation' of an anonymous source."

One can never tell with those spinning the corporate spin, who seem to think they are dealing with dunces and forget the internet has begun to neuter the power of the corporate spin machine.

Of course, I expect to now receive "yes, they were dissolved, but now they filed the papers, so big deal" comments from those with industry interests. One wonders if such folks would care if their personal physician "forgot" to renew their license to practice medicine. Physicians can go to jail for practicing medicine without a license. From one state:

An individual who practices or holds himself out as practicing a health profession subject to regulation without a license or registration or under a suspended, revoked, lapsed, void, or fraudulently obtained license or registration, or outside the provisions of a limited license or registration, or who uses as his own the license or registration of another person, is guilty of a felony.

Finally, these documents cost me $15. Do I have to pay taxes on the $15, or can I file papers to declare myself a nonprofit?

-- SS

Addendum:

"CJ" has brought up the further issue of business licensing requirements by the City of Chicago in addition to state requirements. A comment was received via the blogger comments form that "the City of Chicago confirmed that the Tax & License Authority paid CCHIT a visit on Friday February 20, 2009 to inspect their business license. Effective as of today February 23, 2009 CCHIT is still operating without a valid [city] business license."

I will try to verify, and wish "CJ" would provide more information about who he or she is, exactly, but considering the above documents, I would not consider this additional claim unreasonable.