RESTATED BYLAWS

OF

EL PASO COUNTY MEDICAL SOCIETY

ARTICLE I

I. NAME, SEAL AND OFFICES

A. NAME The name of this Corporation is El Paso County Medical Society.

B. OFFICES The principal office and headquarters of the Corporation shall be in El Paso County or Teller County, Colorado. The Corporation may also have offices as the purposes of the Corporation may require.

ARTICLE II

II. DEFINITIONS As used herein, the following terms shall have the following meanings:

A. CMS shall mean the Colorado Medical Society.

B. CMS Bylaws shall mean the Bylaws of the Colorado Medical Society.

C. Corporation shall mean the El Paso County Medical Society.

D. Members for the definition of the various classes of membership in the Corporation, see Article IV.

E. Delegates shall mean the Active Members of the Corporation who are elected as delegates to the Colorado Medical Society House of Delegates.

F. Senior Delegate shall mean the Chair of the Corporation's delegation to the Colorado Medical Society House of Delegates.

G. Representative shall mean the elected representative of the El Paso County Medical Society to the Board of Directors of the Colorado Medical Society.

H. Physician shall mean doctors of medicine and doctors of osteopathy.

ARTICLE III

III. PURPOSE AND EXEMPT ACTIVITIES

A. PURPOSE The Corporation may receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations herein set forth, to use and apply the whole or any part of the income there from and the principal thereof to form an organization consisting of legally qualified physicians who practice or reside in El Paso or Teller County, Colorado, as well as other individuals and businesses engaged in endeavors related to medicine. The Corporation "shall engage in activities which promote the science and art of medicine; the betterment of public health; the unity, harmony, and welfare of the medical profession; and join with other county and district medical societies to form and maintain the Colorado Medical Society ("CMS")".

B. EXEMPT ACTIVITIES Notwithstanding any other provision of these Bylaws, no member, director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1954 and the Treasury Regulations thereunder as they now exist or as they may hereafter be amended.

ARTICLE IV

IV. MEMBERSHIP

A. DEFINITION OF "MEMBER" Wherever in the following Articles and sections the unqualified term "member" shall be used, the same shall refer equally to all classes of members of the Corporation.

B. CLASSES OF MEMBERSHIP

1. ACTIVE MEMBER Any legally qualified doctor of medicine or osteopathy whose principal place of practice or residence is located in El Paso or Teller County, Colorado, is eligible to become an Active Member in the Corporation. A physician not meeting this residency requirement may become an Active Member, provided a waiver of jurisdiction has been granted in accordance with the CMS Bylaws. Active Members shall be subclassified on the record of this Corporation into the various categories of active membership which are currently set forth in Chapter I, Section 3 of the CMS Bylaws.

2. HONORARY MEMBER Distinguished persons who have rendered outstanding service in advancing the purpose of this Corporation may be elected to honorary membership, provided that a candidate for such membership shall be proposed by one (1) Active Member who shall present in writing before a meeting of the Board of Directors of the Corporation the qualifications of the candidate. The candidate shall be made an honorary member of the Corporation upon approval of the Board of Directors. A candidate for honorary membership need not submit an application, and no fee shall accompany a proposal for honorary membership.

3. STUDENT AND POST GRADUATE MEMBER Those persons enrolled in an accredited medical education program.

4. AFFILIATED PHYSICIAN MEMBER Any legally qualified doctor of medicine or osteopathy whose principal place of practice or residence is located outside of El Paso or Teller County, Colorado, who is otherwise eligible for membership and who wishes to be affiliated with the El Paso County Medical Society.

5. ASSOCIATE MEMBER Non-physicians who have been elected to any form of membership other than active, and who meet one of the following qualifications:

a. Dentists who hold a degree of DMD or DDS who are members of the American Dental Association and of the state and local dental societies;

b. Teachers of medicine or of the sciences allied to medicine, who are citizens of the United States and are ineligible for Active Membership;

c. Individuals engaged in endeavors related to medicine who have attained distinction in their fields of endeavor as determined by the Corporation.

6 INACTIVE MEMBER Inactive Members shall be classified as presently defined in Article I, Section 3 of the CMS Bylaws.

C. RIGHTS AND PRIVILEGES Active Members shall have all rights afforded under these Bylaws, including the right to vote and hold office. Honorary, Associate, Student and Post Graduate, and Inactive Members shall have all the rights and privileges of Active Members except the right to nominate, vote, hold office, or hold any interest in the funds and property of the Corporation, with

the provision that Associate Members shall be entitled to receive all publications of the Corporation. All Members shall be equally privileged to attend all meetings and take part in all proceedings.

An Active Member, who is under sentence of suspension or expulsion by action of the constituted authority of this Corporation, the CMS, American Medical Association or the American Osteopathic Association, shall not be permitted to take part in any of the proceedings of the Corporation or be eligible to hold any office until removal of such disability

Except as specifically otherwise provided in these Bylaws, the privileges of membership may be extended upon determination that applicant meets eligibility criteria set forth in Appendix II; provided that this shall not preclude attendance and participation in meetings of the Corporation, without vote, by guest speakers or other persons invited by the President.

D. MEMBERSHIP APPLICATION Any candidate for Membership shall make application for membership in writing on the forms provided for this purpose by the Corporation and shall accompany the application with the current dues for the classification of membership for which application is made. If an applicant is not accepted, a dues refund should be requested in writing from the Corporation's Treasurer.

E. APPROVAL OF MEMBERSHIP APPLICATION Approval to membership of any classification shall be upon determination that applicant meets eligibility criteria set forth in Appendix II.

F. CHANGE OF COMPONENT SOCIETY MEMBERSHIP A member in good standing may change membership to and from any Medical Society in accordance with the applicable provisions of the CMS Bylaws.

G. RESIGNATIONS Any Member of the Corporation may resign without prejudice upon written notice to the Secretary.

H. BASIS FOR DISCIPLINE AND PENALTIES Members may be disciplined by the El Paso County Medical Society Board of Directors and/or the appropriate committee of the Colorado Medical Society, after investigation by the Corporation.

I. CONVICTION OF FELONY, REVOCATION OR SUSPENSION OF LICENSE A Member who has

been convicted of a felony or whose license to practice has been revoked or surrendered (other than by non-renewal) shall be expelled from membership in this Corporation as of the date of conviction, revocation or suspension, as provided for in the CMS Bylaws. In the case of a license suspension, membership may be reinstated upon written application by the Member and subject to a review and recommendation by the Board of Directors, and reinstatement of the license. The decision of whether or not a Member whose license has been placed on probation should be disqualified from membership in the Corporation shall be made in accordance with the applicable provisions of the CMS Bylaws.

J. REINSTATEMENT A Member suspended from the Corporation for a definite time shall be reinstated automatically at the expiration of that time.

K. READMISSION A Member expelled from this Corporation shall be eligible to reapply for membership in accordance with the CMS Bylaws.

L. MEMBERSHIP MEETINGS Meetings of the Corporation's Members shall be held as designated by the Corporation's Board of Directors, provided that membership meetings shall be held at least once annually If at least (5) five percent of the Active Members are present it shall constitute a quorum for the purposes of any action requiring a vote of the Members. The presence of a quorum will be determined, if questioned, at any time during the conduct of business.

M. SPECIAL MEMBERSHIP MEETINGS Special membership meetings shall be considered by the Chair of the Board of Directors upon the written request of five (5) Active Members, stating the purpose thereof. Written notice shall be mailed to all Members at least five (5) days prior to the date of a special membership meeting. No business, except as specified in such notice, may be transacted at such a special membership meeting.

ARTICLE V

DIRECTORS

V. DIRECTORS

A. GENERAL POWERS The business and affairs of the Corporation shall be managed by the Board of Directors. All of the Corporate powers, except as otherwise provided for in these Bylaws and the laws of the State of Colorado, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to

committees or officers of the Corporation such powers as it may see fit and as allowed by law.

B. STAFF The Board of Directors may employ a chief staff executive who will be charged with managing the day-to-day operations of the organization. The chief staff executive shall hire and supervise all other staff.

C. NUMBER AND QUALIFICATIONS The number of voting Director positions shall be determined by the Board of Directors, and shall be neither less than (5) five nor greater than (7) seven. A director must be a resident of Colorado and an Active Member of the Corporation. In the event that two qualifying positions for membership on the Board of Directors are held by one person, then that person shall be entitled to only one vote on the Board of Directors. The chief staff executive shall serve as a nonvoting director.

D. OFFICERS The Board of Directors shall select from the Board a President, Treasurer, and other officers as it deems necessary. The President and Treasurer shall be elected to three-year terms, and re-election shall be limited to one term.

• The President of the Board shall chair membership and Board of Directors meetings, finalize their respective agendas, provide supervision to the chief staff executive, and make appointments as necessary.

• The Treasurer shall oversee finances, ensure proper financial controls, and monitor financial health.

• The chief staff executive shall serve as the Board’s Secretary, and be responsible for creating and maintaining all corporate records.

E. TERM AND ELECTION Each of the members of the Board of Directors shall be elected by the general membership for (3) three-year terms, with a maximum of (3) three consecutive terms. All newly elected members of the Board shall begin their terms of Board membership on the first day of the fiscal year immediately following their election.

F. VACANCIES Any vacancy occurring in the Board of Directors by death, resignation or inability to serve may be filled by the Directors. A Director appointed to fill a vacancy shall be appointed for the unexpired term of the successor's predecessor in office.

G. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.

H. NOTICE Notice of any special meeting shall be given by written notice delivered to each Director. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

I. QUORUM A majority of the Board of Directors or Board-created entity shall constitute a quorum.

J. MANNER OF ACTING The act of the majority of the Directors or entity created by the Board of Directors present at a meeting at which a quorum is present shall be the act of that entity.

K. CONTRACTS AND SERVICES The Directors and officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Directors or Officers are personally interested as shareholders, directors or otherwise shall be at arm's length and not violative of the proscriptions in the Articles of Incorporation against the Corporation's use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction within the meaning of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended.

L. COMPENSATION Directors shall not receive any stated salary for their services as such, but by resolution of the Board, a fixed reasonable sum for expenses of attendance at each regular or special meeting may be allowed. The Board of Directors shall have discretionary authority to contract for and pay appropriate compensation to Directors rendering unusual or exceptional services to the Corporation and to reimburse Directors for reasonable travel expenses incurred on behalf of the Corporation.

M. REMOVAL The Active Members may at any membership meeting, by a two-thirds majority vote of the Active Members in attendance, remove any person from any elected or appointed position, with or without cause. The Corporation’s Board of Directors may remove a member of the Board by a two-thirds vote of the entire Board of Directors.

ARTICLE VII

VI. ADVISORY COMMITTEES

A. NUMBER The Board of Directors may appoint one or more advisory committees. The members of any such committee shall serve at the pleasure of the Board of Directors. Such advisory committees shall advise and aid the Officers of the Corporation in all matters designated by the Board of Directors. Each such committee may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.

B. STANDING COMMITTEES The following shall be standing committees of the Corporation:

1. BOARD CONTINUITY & DEVELOPMENT COMMITTEE The Nominating Committee shall consist of three voting members, all of whom will be appointed by the Corporation’s Chair. The committee chair shall be a member of the Corporation’s Board of Directors whose is neither the Chair nor the Treasurer. Of the remaining (2) two members, neither shall be a sitting Board member and at least (1) shall be a former Board member. The Nominating Committee shall submit to the Secretary, at least three weeks prior to the vote a slate of candidates for membership approval.

C. SPECIAL COMMITTEES Special committees may be created and appointed by the Board of Directors for any purpose not in conflict with the Bylaws. The powers and duties of a special committee shall be defined clearly and announced when the appointment is made. The term of any special committee shall automatically expire at the next ensuing annual meeting of the Corporation unless continued by the President.

D. COMMITTEE EXPENSES No committee, standing or special, may incur expenses chargeable to the Corporation unless authority therefore has been granted in advance by the Board of Directors.

ARTICLE VIII

VII. FISCAL YEAR

Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall commence on October 1 of each year and end on September 30.

ARTICLE IX

VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS

A. CONTRACTS The Board of Directors may authorize the President to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

B. LOANS No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

C. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officers, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

D. DEPOSITS All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE X

IX. DUES AND EXPENSES

A. ANNUAL DUES The Board of Directors will determine the dues for each class of membership up to a (5) five percent increase over the prior year’s dues. Increases of greater the (5) five percent must be approved by a majority vote of the Active Members at the annual membership meeting, the Board of Directors having first submitted its recommendations. Applicants for any class of membership who have already paid the annual dues for the current fiscal year to another Medical Society shall be credited with the amount of dues already paid. Annual dues for each year shall be due on October 1 of the preceding year. Nonpayment of dues shall result in suspension of membership. However, no suspension shall take place if the dues are paid by a date set annually by the Board of Directors or if a subscription plan is entered into.

B. DELINQUENCY AND SUSPENSION Any member whose then payable annual dues have not been received by the Corporation or have not entered into a subscription plan, on or before a date set annually by the Board of Directors shall be held as suspended from membership, and all privileges of membership shall cease pending reinstatement. A suspended member will be reinstated when the suspension is removed by the proper remittance.

Any member whose then payable subscription plan has not been received by the Corporation on or before a date set monthly by the Board of Directors, shall be held as suspended from membership, and all privileges of membership shall cease pending reinstatement. If the suspension for non- payment of subscription plan dues is not so removed, membership of the suspended member shall terminate as of the first day of the following month, without prejudice to the individual's right to again apply for membership, provided that no member shall be eligible to re-apply for membership while any special assessment remains unpaid unless the special assessment occurred more than five years prior to application

If the suspension for non-payment of annual dues is not so removed, membership of the suspended member shall terminate as of February 28, the date set by the state medical society, without prejudice to the individual's right to again apply for membership, provided that no member shall be eligible to re-apply for membership while any special assessment remains unpaid unless

the special assessment occurred more than five years prior to application. Penalties imposed in the Bylaws for suspension shall not be removed by reinstatement under this section.

C. PART YEAR DUES Dues for applicants who were not members the prior year will be prorated monthly based on the date of application.

D. SPECIAL ASSESSMENTS Funds for meeting extraordinary expenses of the Corporation may be raised by special assessments, voluntary contributions or in any other manner approved by majority vote at any membership meeting. No special assessment shall be considered unless Members have received prior notification of such action. Assessments shall apply only to Members of record at the date of enactment. The due date of such assessment shall not be less than 30 days from the date of the mailing notice. Any Member whose special assessment has not been received by the Corporation within 45 days after the due date shall be held as delinquent. If the delinquency with respect to the payment of a special assessment is not removed by remittance within 60 days after the due date of such assessment, the delinquent Member shall be held as suspended from membership, and all privileges of membership shall cease, pending reinstatement.

E. CREDITS Members who pay their CMS dues through another county or district society shall pay to the Corporation only that part of the dues applicable to their class of membership which is not transferable to CMS.

F. DUES REFUNDS Dues refunds will be made in accordance with CMS Bylaws and Standing Rules.

G. EMPLOYEE EXPENSES The Board of Directors may employ such personnel as are necessary for the work of the Corporation, and reasonable compensation and expenses shall be paid to such personnel from the funds of the Corporation.

ARTICLE XI

X. DELEGATES

Article removed October 16, 2024 by vote of general membership.

ARTICLE XII

XII. STANDING RULES

A. STURGIS RULES The deliberations of the Corporation shall be governed by parliamentary procedure as contained in the current edition of Sturgis Rules of Order, except as otherwise provided in these Bylaws or as otherwise ordered by a two-thirds (2/3) vote of the Active membership present and voting at any meeting.

ARTICLE XIII

XIII. PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No member, director, officer, employee, committee member, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as

shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Any and all members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to organizations of the character described in Article VIII of the Articles of Incorporation of this Corporation, or any successor Article of similar interest and purpose.

ARTICLE XIV

XIV. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the law under which this Corporation is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV

XV. AMENDMENTS

All proposed amendments of these Bylaws initiated by any Member or committee shall be referred to the Board of Directors. The Board of Directors shall report on them either favorably or unfavorably at the next regular meeting of the Corporation's membership or at a special meeting called for such purpose. They shall be voted upon at that meeting, provided that each Active Member of the Corporation has been notified of the changes at least 10 days prior to the meeting at which action is to be taken. To be adopted, an amendment must receive a majority of the votes cast by those Active Members present at the time of such vote. Amendments so adopted shall be effective when approved by the membership, subject to any required approval by the CMS.

The Board of Directors shall have the power to adopt such amendments to the Bylaws as are, in the Board of Directors' judgment, technical or legal modifications or clarifications, reorganization or renumbering, or amendments made necessary because of punctuation, spelling or other errors of grammar or expression. The actions to amend may be taken by a motion acted upon in the same manner as any other motion before the Board of Directors. After adoption, such amendments shall, as soon as practical, be mailed to all active members of the Corporation and sent to the CMS. Such amendments shall be in effect upon approval of the motion, subject to any required approval by the CMS.

ARTICLE XVI

XVI. EFFECTIVE DATE AND TRANSITION

These Restated Bylaws shall become effective and shall replace the currently effective Bylaws in their entirety on the date on which these Restated Bylaws are approved, in accordance with Article XIII (Amendments) of the currently effective Bylaws. The current Officers, President, Vice President, President Elect, Secretary and Treasurer shall continue in office until their current terms expire, at which time the provisions of the Restated Bylaws will control as to the election of new Officers and their term of office. The current Board of Directors will, on the effective date of these Bylaws, become the Board of Directors pursuant to Article V of these Restated Bylaws. The currently effective Board of Directors will cease to exist upon the effective date hereof. Until an at large Director is elected at a May membership meeting and assumes a position on the Board of Directors at the first of the immediately following fiscal year, the number of Directors shall be ten. Any other ambiguities of form or procedure which arise in the transition from operation under the currently effective Bylaws and these Restated Bylaws shall be resolved by action of the Board of Directors which exists under these Restated Bylaws.

Approved and Adopted by the Membership, this 19th day of May 2016.

APPENDIX II

STANDING RULES

OF THE

EL PASO COUNTY MEDICAL SOCIETY

DETERMINATION OF QUALIFICATIONS FOR MEMBERSHIP

The El Paso County Medical Society ("Corporation") shall, subject to the eligibility requirements stated below, be the judge of the qualifications of any applicant for membership. In considering an application, the Corporation shall receive and consider relevant information which it may obtain from any sources deemed necessary, provided that due process is accorded the applicant.

A. Eligibility Criteria Membership shall not be denied or abridged because of sex, color, creed, religion, or ethnic origin. To be eligible for Active membership, all of the following requirements must be met:

1. The applicant must be a licensed physician or student in medical education or a physician or other individual engaged in endeavors related to medicine otherwise legally qualified to practice in the State of Colorado. The applicant may not hold a license which is currently revoked or suspended by any licensing authority, in Colorado or elsewhere.

2. The applicant must furnish proof of acceptable, physical, mental and emotional condition, free of any condition which would significantly impair the ability to provide an acceptable standard of care or by which reasonable accommodations cannot be met.

B. Proof of Eligibility An applicant for membership shall have the burden of proving that the eligibility requirements as stated above are met. The applicant may be required to make a full disclosure of all relevant information pertaining to the applicant's qualifications and to indicate the sources from which such information can be verified. The Corporation may solicit any additional information concerning the applicant's qualifications. The Corporation may establish other criteria for membership as long as uniformly applied to all applicants.

APPLICATION FOR MEMBERSHIP

A. Procedures for Application Before action is taken by the Corporation upon an application for membership, a completed application form shall have been submitted, and the form shall have been returned to the Corporation together with such information that will aid in determining the eligibility of the applicant.

B. Basis for Decision on Application The decision of the Corporation upon the application shall be made on the basis of a fair and objective consideration of the information obtained relative to the applicant's qualifications in accordance with the eligibility requirements. Evidence which is speculative in nature or which fails to meet the requirements for reliability as commonly applied in administrative hearings shall not be considered.

C. Process for Consideration of Application The EPCMS Board of Directors approves or disapproves all applications for membership in the Corporation based on current policy and procedures.

If there is derogatory information presented the Chief Executive Officer will investigate the allegations to determine the qualifications of the applicant. Such investigation shall proceed with all due diligence and shall be completed as soon as reasonably possible under the existing circumstances. Rules of due process shall be followed, which shall include:

1. The disclosure to the applicant of any adverse information which could form a basis for rejection of the application, and allowance of full opportunity for the applicant to respond.

2. The right of the applicant to be heard on the application and to be represented by counsel if desired.

3. The right to appeal to the CMS Judicial Council from rejection of the application.