BYLAWS OF XCERTIA, INC. A Nonprofit Corporation

Transcription

1 BYLAWS OF XCERTIA, INC. A Nonprofit Corporation

2 TABLE OF CONTENTS Page SECTION 1. DEFINITIONS... 3 SECTION 2. OFFICES... 4 SECTION 3. PURPOSES AND POWERS; COMPLIANCE... 5 SECTION 4. RIGHTS AND OBLIGATIONS OF FOUNDERS AND MEMBERS... 6 SECTION 5 BOARD OF DIRECTORS... 8 SECTION 6. MEETINGS AND ACTION OF BOARD OF DIRECTORS SECTION 7. LIABILITY AND INDEMNIFICATION SECTION 8. OFFICERS SECTION 9. WORK GROUPS SECTION 10. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS SECTION 11. CORP ORATE RECORDS AND REPORTS SECTION 12. CODE SECTION 501(3) TAX EXEMPTION PROVISIONS SECTION 13. AMENDMENT OF BYLAWS SECTION 14. CONSTRUCTION AND TERMS SECTION 15. MEMBERSHIP PROVISIONS SECTION 16. CONFIDENTIALITY SECTION 17. INTELLECTUAL PROPERTY SECTION 18. DISPUTES AND DISPUTE RESOLUTION Page 2 BYLAWS OF XCERTIA, INC. 2017

3 BYLAWS OF XCERTIA, INC. (a Nonprofit Corporation) 1. DEFINITIONS Affiliate or Affiliates shall mean an entity that directly or indirectly Controls another entity, or is Controlled by another entity, or is under common Control with another entity, so long as such Control exists. Appointed Director shall refer to the individual appointed by a Founder to the Board of Directors. Bylaws shall refer to this document, which has been adopted by the Founders and sets forth the internal rules that govern the day-to-day management and operations of the Corporation. Certification Guidelines means a document entitled Certification Guidelines, adopted and approved for release by the Corporation, including any updates or revisions adopted and approved for release by the Corporation, which document consists of requirements and recommendations developed independently by the Corporation and/or based on references to combinations of specifications published or otherwise made available by entities other than the Corporation that, when implemented together, provide comprehensive guidance for the development of and improvement of the quality of mobile healthcare applications. This guidance includes, but is not limited to, the quality of clinical content, usability for both consumers and health care professionals, privacy and security, interoperability and what constitutes evidence of value. Chairperson shall refer to the Director who presides over meetings of the Board of Directors and performs other duties prescribed by the Board of Directors. Code shall mean the Internal Revenue Code of 1986, as amended from time to time. Control (including the terms controlling, controlled by and under common control with) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Corporation shall mean XCERTIA, INC. Board of Directors or Board shall refer to the board of directors of the Corporation, consisting of all Appointed Directors and all Elected Directors. Draft Certification Guidelines means a document in development or under consideration for adoption as a Certification Guideline that has not been adopted or approved by the Corporation. Page 3 BYLAWS OF XCERTIA, INC. 2017

4 Draft Guidelines for Certifying Organizations means a document in development or under consideration for adoption as Guidelines for Certifying Organizations that have not been adopted or approved by the Corporation. Director means a member of the Board of Directors. Elected Director shall mean an individual elected to the Board of Directors from among the candidates representing Members. Executive Operating Committee shall have the meaning given in Section 5.13 of these Bylaws. Founders shall refer to the Corporation s founding entities, the American Medical Association (the AMA ); DHX Group, Inc. ( DHX ); the American Heart Association (the AHA ); and the Healthcare Information and Management Systems Society ( HIMSS ). Founder s Agreement shall refer to the separate agreement that each Founder enters into with the Corporation, which agreement specifies the rights and obligations of each contracting party. Guidelines for Certifying Organizations means requirements for organizations that will certify mobile applications as meeting the requirements of the Certification Guidelines. Member shall refer to any entity, other than a Founder, that meets membership criteria established by the Founders and has entered into a Membership Agreement with the Corporation. Membership Agreement shall refer to the separate agreement that each Member enters into with the Corporation, which agreement specifies the rights and obligations of each contracting party. Membership Fee shall refer to the amount payable by each Founder and each Member with respect to each year of membership in the Corporation. Renewal Date means the day following the date on which a particular Membership Agreement or Founder s Agreement expires. Specific Work Group Procedures shall have the meaning given in Section 9.2 of these Bylaws. Work Group shall have the meaning given in Section 9.1 of these Bylaws. Work Group Procedures shall have the meaning given in Section 9.2 of these Bylaws. 2. OFFICES Page 4 BYLAWS OF XCERTIA, INC. 2017

5 2.1 Principal Office. The principal office of the Corporation shall be located at c/o Chief Medical Information Officer, American Medical Association, 330 N. Wabash Ave., Ste , Chicago IL The Designation of the Corporation s principal office may be changed from time to time by the Board of Directors, which change of address shall be effective upon written notice to all Founders and Members. 2.2 Other Offices. The Corporation may also have offices at such other places, within or without of the State of Illinois, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate. 2.3 Registered Agent and Office. The Corporation must continuously maintain state registrations as required by law. 3. PURPOSES AND POWERS; COMPLIANCE 3.1 Code Section 501(3) Purposes. The Corporation is intended to be organized exclusively for one or more of the purposes as specified in Section 501(3) of the Code, specifically scientific and/or educational purposes. 3.2 Specific Objectives and Purposes. The purpose of the Corporation shall be to establish Certification Guidelines for healthcare mobile applications and Guidelines for Certifying Organizations. The Corporation will not act as a certifying organization that certifies compliance with the Certification Guidelines. 3.3 Membership Objectives. The Corporation will have a diverse membership that includes organizations with a vested interest and/or stake in mobile healthcare technology, including physician and nursing groups, hospital systems, ambulatory care settings, health plans, academia, mobile healthcare technology companies, HIT patient safety (privacy and security), consumer groups, and retail/pharmacy entities among others. 3.4 General Powers. The Corporation has perpetual duration, but may be dissolved at any time upon a unanimous vote of all Appointed Directors and two-thirds (2/3) vote of all Elected Directors of the Board of Directors. The Corporation has succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs. 3.5 Compliance with Antitrust Laws. Each Founder and each Member of the Corporation is committed to fostering competition in the development of new products and services, and the Certification Guidelines and Guidelines for Certifying Organizations proposed to be developed are intended to promote such competition. Each Founder and each Member further acknowledges that it may compete with the other Founders and Members in various lines of business and that it is therefore imperative that all Founders and Members and their representatives Page 5 BYLAWS OF XCERTIA, INC. 2017

6 act in a manner which does not violate any applicable state, federal or international antitrust laws or regulations. Accordingly, each Founder and each Member assumes responsibility to provide appropriate legal counsel to its representatives acting under these Bylaws regarding the importance of limiting the scope of their discussions to the topics that relate to the purposes of the Corporation, whether or not such discussions take place during formal meetings, informal gatherings, or otherwise. Each Founder and each Member further acknowledges that, subject to the provisions of these Bylaws and the applicable Founder s Agreement or Membership Agreement, it and all other Founders and Members are free to develop competing technologies and standards and to license their intellectual property rights including, but not limited to, patent rights to third parties, including without limitation, to enable competing technologies and standards. Each Founder and each Member further agrees to comply with the antitrust standards as the Board of Directors may adopt from time to time to ensure compliance with applicable antitrust laws and regulations. 4. RIGHTS AND OBLIGATIONS OF FOUNDERS AND MEMBERS 4.1 Founders. Each Founder shall be required to enter into a Founder s Agreement having a three (3) year duration. Each Founder shall be required to pay to the Corporation a Founder s Fee of $50, for each year of participation in the Corporation, unless otherwise waived by the Corporation in the Founder s Agreement. The Founders may identify an appropriate management company and an Executive Director to manage the Corporation s affairs. (d) Each Founder shall appoint an Appointed Director to have a permanent seat on the Board of Directors. (e) Among other benefits specifically afforded to Founders that remain in good standing (i.e., have a current Founder s Agreement in place and are current on Founder s Fees), each Founder shall have: (i) the right to be listed (with a hyperlink to the Founder s web site) as a Founder on the Corporation s web site; Page 6 BYLAWS OF XCERTIA, INC. 2017

7 (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) the right to access any and all portions of the Corporation s web site and any electronic transmissions therefrom. This right includes access to the Founder-only discussion groups and the Corporation s mailing lists (subject to any privacy policy that the Corporation may adopt); the right to access Confidential Information, including but not limited to Draft Certification Guidelines and Guidelines for Certifying Organizations and internal working documents of the Corporation; subject to the then-current Work Group Procedures that will govern the actions of Work Groups of the Corporation, the right to participate in, chair, and vote on activities of such Work Groups; the right to attend and participate in compliance workshops conducted by the Corporation; the right to technical support with regard to then-supported Certification Guidelines and Guidelines for Certifying Organizations of the Corporation when and if such services are provided by the Corporation; the right to receive support documentation and materials concerning the Certification Guidelines and Guidelines for Certifying Organizations; subject to such procedures as may be adopted by the Board of Directors, the right to review and approve Draft Certification Guidelines and Certification Guidelines; and Draft Guidelines for Certifying Organizations and Guidelines for Certifying Organizations; the right to submit proposed revisions and addendum proposals for the Certification Guidelines and Guidelines for Certifying Organizations; the right to actively participate in the Corporation s marketing and promotional activities at trade shows and other industry events; and the right to be listed as a Founder in all press releases of the Corporation. 4.2 Members. In addition to the foregoing, the Board of Directors may from time to time approve other benefits to which Founders may be entitled. Prior to the establishment of a membership committee, membership shall be granted in the Corporation upon a favorable vote of three quarters (3/4) of the Appointed Directors. Thereafter, membership in the Corporation shall be determined by a membership committee. The membership committee shall Page 7 BYLAWS OF XCERTIA, INC. 2017

8 determine whether applicants meet the membership criteria established by the Board of Directors, as such criteria are amended from time to time. The membership committee shall operate as follows: (i) (ii) (iii) The membership committee shall consist of all four (4) Appointed Directors and two (2) Elected Directors. The two (2) Elected Directors on the membership committee shall be subject to a favorable vote of three quarters (3/4) of the Appointed Directors. A unanimous vote of the membership committee shall be required to approve a new Member. (d) Each Member shall be required to enter into a Membership Agreement. Each Member shall be required to pay to the Corporation a Membership Fee. Notwithstanding the foregoing, with respect to any Member that is an academic organization, the Corporation shall waive the Membership Fee but shall require the Member to provide in-kind contributions in the form of academic expertise and/or research that is relevant to the Corporation s goals, as specified in the Membership Agreement. 5. BOARD OF DIRECTORS 5.1 Powers. Subject to the provisions of the Illinois Nonprofit Corporation Act and any limitations in the Articles of Incorporation and these Bylaws, all corporate powers will be exercised by or under the authority of, and the affairs of the Corporation will be managed under the direction of, the Board of Directors. 5.2 Duties. It shall be the duty of the Board of Directors to: (d) (e) perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties, assess annual performance and fix the compensation, if any, of all officers, agents and employees of the Corporation; supervise all officers, agents and employees of the Corporation to ensure that their duties are performed properly; meet at such times and places as required by these Bylaws; register the addresses of all Directors with the Secretary of the Corporation, which addresses shall be used for notices of meetings given in accordance Page 8 BYLAWS OF XCERTIA, INC. 2017

9 with Section 6.3; (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) elect annually a Chairperson to preside over the Board of Directors meetings or to take such action as may be agreed upon by the Board of Directors; establish, charter, modify, and disband Work Groups, as appropriate to conduct the work of the Corporation, including reviewing and revising Certification Guidelines and Guidelines for Certifying Organizations; adopt such procedures to govern operations of the Work Groups, (or if necessary, for specific Work Groups, Work Group Procedures or Specific Work Group Procedures; update the Certification Guidelines and Guidelines for Certifying Organizations at least annually and establish policies and procedures for the consideration of changes or refinements to the Certification Guidelines and Guidelines for Certifying Organizations; consider Draft Certification Guidelines and Draft Guidelines for Certifying Organizations for adoption and submission to the Board for final approval or rejection; consider for approval or rejection any public statement, press release or similar public materials concerning the Certification Guidelines and Guidelines for Certifying Organizations or the business of the Corporation prior to making such materials public; develop an annual operating plan and budget to include necessary personnel to support the Corporation s operations, and consider for approval or rejection the Corporation s annual budget. If the annual budget is not approved at the start of each calendar year, the Corporation shall operate based on the prior yearly budget, to the extent practical, until an annual budget is approved; make a yearly evaluation of the Corporation s fulfillment of its purposes as set forth in the Bylaws and the need to continue the existence of this entity going forward; establish or revise the membership classes, the rights and privileges of the entities within the various classes and the periodic Membership Fees required to be paid by the entities within each class; adopt and modify the Bylaws; and such other duties as are customary for the directors of a nonprofit corporation organized under Section 501(3) of the Code. 5.3 Development of Initial Board. Page 9 BYLAWS OF XCERTIA, INC. 2017

10 (d) Each Founder may select one (1) Appointed Director to serve on the Board of Directors. The Appointed Directors shall collectively develop the initial slate of nominees to serve as Elected Directors. A vote by three quarters (3/4) of the Appointed Directors shall be required to approve the initial slate of proposed Elected Directors. At or before the organizational meeting of the Corporation, each Director shall submit an executed Founder s Agreement or Membership Agreement of the applicable Founder or Member it represents and tender all Fees due and payable to the Corporation. If the fee of the applicable Founder or Member is not received by the end of forty-five (45) days following the organizational meeting, the Director shall be terminated, and the applicable Founder or Member shall lose all rights associated with Directors. 5.4 Subsequent Board Development. Once the Founders have approved six (6) Elected Directors, the Board of Directors shall appoint a nominating committee to develop each subsequent slate of nominees to serve as Elected Directors on the Board of Directors. A vote by three quarters (3/4) of the Appointed Directors and the majority of the remaining Directors shall be required to approve each subsequent slate of proposed Elected Directors. 5.5 Composition. The Board of Directors shall consist of an odd number of Directors, which shall include the Appointed Directors. Once the Founders have approved the initial slate of Elected Directors, as contemplated above, there shall be no fewer than ten (10) Directors. The total number of Directors shall not exceed fifteen (15) at any time. In addition to the four (4) Appointed Directors, the Board may include, as Elected Directors, one (1) or more individuals designated by the following categories of organizations (if such category is not already represented by one of the Founders): (i) (ii) (iii) (iv) (v) Organization(s) representing physicians; Organization(s) representing nursing; Organization(s) representing hospital systems; Organization(s) representing ambulatory care; Organization(s) representing health plans; Page 10 BYLAWS OF XCERTIA, INC. 2017

11 (vi) (vii) Academic organization(s); Organization(s) representing the mobile healthcare technology community; (viii) Organization(s) representing the HIT patient safety community; (ix) (x) Organization(s) representing consumer interests; and Organization(s) representing retailers involved in the mobile healthcare space. The Appointed Directors may identify one (1) or more additional organizations with expertise or experience needed by the Board of Directors to participate in Board of Director meetings as non-voting, ex-officio members of the Board for such length of time as established by the Board. 5.6 Qualification. Each Director must be an employee of either a Founder or a Member at all times during the Director s term or the Board. The Director shall be deemed to have resigned from the Board if his or her employment with the Founder or Member by whom the Director was employed at the time of appointment or election terminates. 5.7 Terms of Directors. The term of each Appointed Director will extend until that Appointed Director s replacement is appointed. The initial term of each Elected Director will be either one (1) year or two (2) years, as determined by lottery, with one half of such Elected Directors having an initial one (1) year term, and one half of such Elected Directors having a two (2) year term. Following the initial term, all seats for Elected Directors will have a two (2) year term. Notwithstanding the foregoing, the applicable term set forth in this paragraph shall be extended until the Elected Director s replacement is elected. Elected Directors may be elected for successive terms. 5.8 Removal of Directors. An Appointed Director may be removed for good cause by the unanimous approval of all other Appointed Directors, and shall be replaced by the affected Founder. Any Elected Director may be removed for good cause by the Board of Directors and shall be replaced by the affected Member, all in accordance with applicable law. 5.9 Resignation of Directors. A Director may resign at any time by delivering written notice to the Board of Directors, the President or Secretary. A resignation is effective when the written notice is received unless the notice specifies a later effective date. Page 11 BYLAWS OF XCERTIA, INC. 2017

12 No Director may resign if the Corporation would be left without a duly appointed Director in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of the State of Illinois Board Vacancy. (d) Vacancies on the Board of Directors shall exist when: (i) a Director resigns or is removed from the Board of Directors; or (ii) a Director resigns from or is terminated from employment by the Founder or Member. The Founder or Member employing the departing Director may replace such Director with another employee or representative by providing the Secretary with written notice of the same within thirty (30) days after notice from the Board of Directors that such vacancy must be filled. A person appointed to fill a vacancy on the Board of Directors shall hold office until the end of the term of the individual being replaced or until his or her death, resignation or other removal from office. If the Founder or Member having the right under this Section 5.10 to appoint a replacement Director fails to appoint such Director within the time prescribed in Section 5.10, or if the vacancy has occurred because the Founder or Member employing the Director has terminated its membership with the Corporation, the vacancy shall not be filled until the next regularly scheduled election of Directors. In the event a change of Control of a Founder or Member with Board representation results in an existing Founder or Member with Board representation Controlling such other Founder or Member undergoing a change of Control, the Controlling Founder or Member with Board representation shall designate which of the Directors is to remain on the Board and the other Director will be removed from the Board immediately upon the closing of the acquisition or merger. The vacancy created on the Board by the merger or acquisition shall not be filled until the next regularly scheduled election of Directors Compensation. Directors shall serve without compensation by the Corporation. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore so long as such compensation is approved by a majority of Disinterested Directors. As used herein, the term Disinterested Directors shall mean Directors not seeking compensation for such services, or whose employer organization is not seeking compensation for such services Chairperson of the Board of Directors. The individual holding the office of Chairperson is also known as the President of the Corporation. The Board of Directors shall elect a Chairperson in accordance with the election and term of office Bylaws in Section 8.4. The Chairperson shall preside at all meetings of the Board of Page 12 BYLAWS OF XCERTIA, INC. 2017

13 Directors and perform other duties prescribed by the Board of Directors. If the Chairperson is absent from a meeting of the Board of Directors, the Directors may appoint another Director to act as Chairperson for such meeting by an affirmative vote of the majority of Directors. The Board of Directors may remove the Chairperson, with or without cause, by unanimous vote (less the Chairperson) of the entire Board of Directors. Said removal may not act as a removal from the Board of Directors itself without further action as provided for under these Bylaws. In the event that the Chairperson resigns or is removed for any reason, the Board of Directors shall elect a new Chairperson within thirty (30) days Executive Operating Committee. The Executive Operating Committee shall consist of the officers of the Corporation as specified in Section 8.1. The duties and authority of the officers are set forth in Article MEETINGS AND ACTIONS OF THE BOARD OF DIRECTORS 6.1 Annual, Regular and Special Meetings. (d) If the time and place of a Board of Directors meeting is fixed by these Bylaws or is regularly scheduled by the Board of Directors, the meeting is an annual or regularly scheduled periodic meeting. All other meetings are special meetings. The Board of Directors may permit any or all Directors to participate in meetings by, or conduct the meeting through, use of any means of communication by which either all Directors participating may simultaneously hear or read each other s communications during the meeting or all communications during the meeting are immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating Directors. If a meeting is conducted through the use of any means described in Section 6.1, all participating Directors must be informed that a meeting is taking place at which official business may be transacted, and a Director participating in the meeting by this means is deemed to be present in person at the meeting. The Board of Directors may invite non-voting observers (e.g., HHS, ONC, CMS, FDA, FCC) to participate in its meetings. 6.2 Action Without Meeting. Action required or permitted by the Illinois Nonprofit Corporation Act to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all Directors of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed (including by electronic signature) by each Director, and included in the Page 13 BYLAWS OF XCERTIA, INC. 2017

14 minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 6.2 is effective when the last Director signs the consent, unless the consent specifies an earlier or later effective date. 6.3 Call and Notice of Meetings. (d) (e) Unless the Illinois Nonprofit Corporation Act provides otherwise, regularly scheduled periodic meetings of the Board of Directors must be preceded with thirty (30) days notice to each Director of the upcoming schedule for such meetings, with such notice including the date or schedule of dates and times for such meetings as well as the manner in which the meeting will be conducted. No other notice shall be required for regularly scheduled periodic meetings until such time as said schedule is amended. Annual meetings of the Board of Directors must be preceded by at least ninety (90) days notice to each Director of the date, time and place of the meeting. Unless the Illinois Nonprofit Corporation Act provides otherwise, the notice need not describe the purpose of the annual meeting. Special meetings of the Board of Directors must be preceded by at least seven (7) days notice to each Director of the date, time and place of the meeting and describe the purpose of the special meeting. The Chairperson of the Board of Directors, the Secretary or twenty percent (20%) of the Directors currently in office may call and give notice of a special meeting of the Board of Directors. The primary means for the provision of notice shall be via electronic mail to the Director at the electronic mail address as it appears on the records of the Corporation, provided that the Director to be contacted shall acknowledge personal receipt of the electronic message by a return electronic message or telephone call within three (3) business days of the first notification. If notification is provided by mail (including the U.S. Postal Service, express courier services and the like), such notice shall be deemed to be delivered when deposited in the mail addressed to the Director at his or her address as it appears on the records of the Corporation, with postage prepaid. Personal notification may also include notification by telephone, facsimile, or other electronic means; provided, however, such notification shall be subject to any and all acknowledgment requirements as may be set forth in the Illinois Nonprofit Corporation Act. 6.4 Waiver of Notice. A Director may at any time waive any notice required by the Illinois Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws. Except as provided in Section 6.4, the waiver must be in writing, must be signed by the Director entitled to the notice, must specify the meeting for Page 14 BYLAWS OF XCERTIA, INC. 2017

15 which notice is waived and must be filed with the minutes or the corporate records. A Director s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting, or promptly upon the Director s arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. 6.5 Quorum. A quorum of the Board of Directors shall consist of two-thirds (2/3) of the total current number of Directors, including three quarters (3/4) of the Appointed Directors. In the absence of a continued quorum at any meeting of the Board of Directors already in progress, a majority of the Directors present may adjourn the meeting. 6.6 Voting. If a quorum is present when a vote is taken, and unless the Articles of Incorporation or these Bylaws specify otherwise, the affirmative vote of three quarters (3/4) of the Appointed Directors and a majority of the Elected Directors present when the act is taken is the act of the Board of Directors, provided, however, that no action may be taken without an affirmative vote of more than one half (1/2) of the total current number of Directors. A Director is considered present regardless of whether the Director votes or abstains from voting. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (i) (ii) (iii) the Director objects at the beginning of the meeting, or promptly upon the Director s arrival, to holding the meeting or transacting the business at the meeting; the Director s dissent or abstention from the action taken is entered in the minutes of the meeting; or the Director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken. An alternate representative of a Director designated by such Director may vote in place of that Director if the Director is unavailable to attend a Board of Directors meeting, pursuant to a proxy signed by such Director upon prior written notice by such Director to the Chairperson of the Board. Page 15 BYLAWS OF XCERTIA, INC. 2017

16 (d) Notwithstanding any provision herein to the contrary, once the affirmative vote of two-thirds (2/3) of the Elected Directors has occurred, the affirmative vote of three quarters (3/4) of Appointed Directors shall be required to initially adopt and/or to adopt any changes to or a revised version of (i) the Certification Guidelines and/or the Guidelines for Certifying Organizations, and (ii) these Bylaws. 6.7 Conduct of Meetings. Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with the Illinois Nonprofit Corporations Act. Where practical, Robert s Rules of Order shall be used as a guide in the conduct of meetings. 7. LIABILITY AND INDEMNIFICATION 7.1 Liability. To the extent permissible under Illinois and Federal law, Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. 7.2 Indemnification. The Corporation shall indemnify an individual who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action, suit or proceeding by or in the right of the Corporation) because the individual is or was a Director or officer of the Corporation, against liability incurred in the action, suit or proceeding to the fullest extent permitted by the Illinois Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended. 7.3 Advance for Expenses. The Corporation shall pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding to the fullest extent permitted by the Illinois Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended. 8. OFFICERS 8.1 Required Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and, if present, an Executive Director. The President will also serve as the Chairperson of the Board. The Appointed Director identified by the AMA shall serve as the initial Chairperson of the Board of Directors. The Corporation may also have such other officers with such titles as may be determined from time to time by the Board of Directors. With the exception of the Executive Director, each officer shall be an employee or representative of a Founder or Member with a current representative on the Board of Directors. 8.2 Executive Operating Committee. The President, Vice President, Secretary, Treasurer and, if present, the Executive Director shall comprise the Executive Operating Committee referenced in Section Page 16 BYLAWS OF XCERTIA, INC. 2017

17 8.3 Duties and Authority of Officers. Each officer has the authority and will perform the duties set forth in these Bylaws or, to the extent consistent with these Bylaws, the duties and authority prescribed by the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. 8.4 Election and Term of Office. Officers shall be elected by the affirmative vote of three quarters (3/4) of the Appointed Directors, no later than thirty (30) days after each annual meeting of the Board of Directors. Notwithstanding the foregoing, the Executive Director shall be elected only by the affirmative vote of all Appointed Directors and a majority vote of the remaining Board of Directors. Each officer shall hold office until he or she dies, resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Notwithstanding the foregoing, the terms and conditions of the office of the Executive Director may be subject to certain limitations as set forth in the applicable management agreement with the Corporation and/or the consulting/employment agreement with the Executive Director. 8.5 Removal and Resignation. Any officer may be removed from his or her elected office, either with or without cause, at any time upon a three quarters (3/4) vote of the Appointed Directors. An officer who is also an employee of a Member shall automatically be removed if the employer of the officer terminates its participation in the Corporation or if the officer terminates employment with the Member. Any officer may resign at any time by delivering written notice to the Corporation. A resignation is effective when received unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective. 8.6 Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Appointed Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy. Notwithstanding the foregoing, any vacancy in the office of the Executive Director shall be filled in accordance with the relevant provisions of Section President. The President shall be the chief executive officer of the Corporation and Chairperson of the Board of Directors. The President, acting in the capacity of the chief executive officer, shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including presiding as Chairperson at all meetings of the Board. Except as otherwise expressly Page 17 BYLAWS OF XCERTIA, INC. 2017

18 provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. 8.8 Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. 8.9 Secretary. The Secretary shall: (d) (e) (f) (g) (h) certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date; keep at the principal office of the Corporation or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees of Directors and of Founders and/or Members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof, including all ballots and proxies; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; advise the Founders and Members in writing of all results of any election of Directors; be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation; keep at the principal office of the Corporation a ledger containing the name and address of each and any Founder and Member, and, in the case where any Founder s or Member s participation has been terminated, record such fact in the ledger together with the date on which such Founder s or Member s participation ceased; exhibit at all reasonable times to any Founder or Member of the Corporation, or to the Founder s or Member s agent or attorney, upon request therefore, the Bylaws, the ledger, and the minutes of the proceedings of the Founders and Members of the Corporation; and perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, Page 18 BYLAWS OF XCERTIA, INC. 2017

19 or which may be assigned to him or her from time to time by the Board of Directors Treasurer. The Treasurer shall: (d) (e) (f) (g) (h) have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever; disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements; keep and maintain adequate and correct accounts of the Corporation s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses; exhibit at all reasonable times the books of account and financial records to any Director of the Corporation, or to his or her agent or attorney, on request therefore; render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation; prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors Executive Director. The Executive Director of the Corporation, if present, shall perform such undertakings as are necessary to manage the day-to-day needs of the Corporation, and as may be further specified in the applicable management agreement with the Corporation and/or the consulting/employment agreement with the Executive Director. The Executive Director may identify third party vendors to undertake the activities described in Section 8.11, with which the Corporation may enter into appropriate contracts protective of the Corporation, and shall ensure Page 19 BYLAWS OF XCERTIA, INC. 2017

20 compliance with the terms and conditions of these Bylaws including the confidentiality obligations Compensation. With the exception of the Executive Director, whose services shall be provided pursuant to a consulting and services agreement (or alternatively, an employment agreement) between the Corporation and the Executive Director, the officers shall serve without compensation by the Corporation, unless the Board of Directors authorizes compensation. Nothing in this Section 8.12 shall be construed to preclude any officer from serving the Corporation in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore as long as such compensation is approved by a majority of Disinterested Directors as defined in Section WORK GROUPS 9.1 Overview. The Corporation shall have such committees as may from time to time be designated upon vote of the Board of Directors ( Work Groups ). A particular Work Group may address issues relating to one or more of the following topics: privacy, security, clinical validity, content quality, etc. 9.2 Meetings and Actions of Work Groups. Meetings and actions of Work Groups shall be governed by, noticed and held in accordance with written Work Group procedures to be adopted by the Board of Directors ( Work Group Procedures ). The Board of Directors may amend the Work Group Procedures from time to time. Such Work Group Procedures shall apply to all Work Groups. However, each Work Group may, through its chairperson, propose specific procedures to govern that Work Group ( Specific Work Group Procedures ). Specific Work Group Procedures are subject to ratification by the Board of Directors. Specific Work Group Procedures not otherwise incorporated into the general Work Group Procedures adopted by the Board of Directors shall apply only to the Work Group proposing such procedures. 9.3 Formation. Any Director may propose to the Board of Directors the establishment of one (1) or more Work Groups to carry out the work of the Corporation. Such proposal shall include the proposed charter of the new Work Group, and the individuals and entities within the Corporation s staff and membership that initially desire to participate in the new Work Group. The Board of Directors shall approve or disapprove the formation of each Work Group, approve or disapprove the charter of such Work Group, appoint the initial and any replacement chairperson of such Work Group from among the employees of the Founders and the Members, which chairperson shall serve for a term of one (1) year after which time the Board of Directors may either replace or reappoint said chairperson, (d) strive for a balanced representation amongst Members, and (e) identify any expertise from outside of the Corporation that is needed to fulfill the Work Group s charter. The Board of Directors shall provide timely notice of the formation and chairperson of each Work Group to all Founders and Members as well as the then-current Work Page 20 BYLAWS OF XCERTIA, INC. 2017

21 Group Procedures that will govern the actions of such Work Group. Without limiting the powers of the Board of Directors as stated in these Bylaws, all output of Work Groups, including but not limited to Draft Certification Guidelines and Draft Guidelines for Certifying Organizations, and modifications thereto, shall be subject to review and approval of the Board of Directors in accordance with these Bylaws prior to publication or disclosure by the Corporation and before becoming binding upon the Corporation and the Founders and Members. 9.4 Composition. Subject to the approval of the Work Group chairperson and the Board of Directors, a Founder or Member may propose candidates for membership in a Work Group; provided, however, that only the Board of Directors shall be entitled to vote on any output or action of a Work Group. All Founders in good standing shall be entitled to appoint representatives to any Work Group. Any Founder or Member in good standing may join any Work Group; provided, however, that the Board of Directors may, from time to time, develop objective minimum standards for membership in Work Groups as part of the general Work Group Procedures, or a Work Group may, through its chairperson, propose specific minimum standards for membership which are subject to ratification by the Board of Directors as Specific Work Group Procedures. 9.5 Record of Activities. Each Work Group shall elect a secretary or other person to document and record the Work Group s activities. 9.6 Meetings. Each Work Group shall hold regular meetings on a schedule determined by the Work Group and approved by the Board of Directors. The noticing of meetings of the Work Group and the governance thereof shall be subject to the Work Group Procedures and Specific Work Group Procedures adopted by the Board of Directors. Where practical, Robert s Rules of Order shall be used as a guide in the conduct of meetings. 9.7 Removal from Work Groups. The then-current Work Group Procedures and Specific Work Group Procedures shall govern the removal of any member of a Work Group. 9.8 Process for Approval of Certification Guidelines and Guidelines for Certifying Organizations. A Work Group designated by the Board in accordance with Section 9.1, and its subcommittees shall approve Draft Certification Guidelines and Draft Guidelines for Certifying Organizations by majority vote for recommendation to the Board of Directors. 10. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS 10.1 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation 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. Unless so authorized, no officer, agent, or employee shall have any power Page 21 BYLAWS OF XCERTIA, INC. 2017

22 or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount, except as otherwise specifically provided in these Bylaws Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation with a value of less than Fifty Thousand Dollars ($50,000) cumulative in any quarterly period may be signed by the President, Treasurer or Secretary, Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness in excess of Fifty Thousand Dollars ($50,000) shall require the signatures of two (2) or more of the above-listed officers and a special resolution of the Board of Directors Deposits. All funds of the Corporation 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. 11. CORPORATE RECORDS AND REPORTS 11.1 Corporate Records. The Corporation must keep as permanent records at its principal office: (d) minutes of all meetings of the Board of Directors, a record of all corporate action taken by the Board of Directors without a meeting, a record of all actions taken by committees of the Board of Directors on behalf of the Corporation, minutes of all meetings of any Work Group, minutes of all meetings of the Founders, minutes of all meetings of the Members or subsets thereof, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof including all proxies, tax records (including filings, determination letters, applications for exemption, and correspondence with taxing authorities); adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; a record of its Founders and Members, indicating their names and addresses and, if applicable, and the termination date of any corresponding Founder s Agreement or Membership Agreement; and a copy of the following records: (i) (ii) articles or restated Articles of Incorporation and all amendments to them currently in effect; Bylaws or restated Bylaws and all amendments to them currently in Page 22 BYLAWS OF XCERTIA, INC. 2017