CHIME EDUCATION FOUNDATION BYLAWS

CHIME EDUCATION FOUNDATION BYLAWS 2712

C HIME E DUCAT ION F OUNDAT ION B YLAWS T ABL E OF C ONT E NT S Article I Corporation... 1 Section 1.1 Corporate Name... 1 Section 1.2 Corporate Purposes... 1 Section 1.3 Name of Board of Corporation... 2 Section 1.4 Corporate Offices... 2 Section 1.5 Corporate Dissolution... 2 Article II Board of Trustees... 2 Section 2.1 Number/Board of Trustees... 2 Section 2.1.1 Number of Trustees... 2 Section 2.1.2 Term(s)... 3 Section 2.2 Powers and Qualifications... 3 Section 2.3 Compensation... 3 Section 2.4 Vacancies... 4 Section 2.5 Resignation... 4 Section 2.6 Removal... 4 Section 2.7 Annual Meeting... 4 Section 2.8 Regular Meetings... 4 Section 2.9 Special Meetings... 4 Section 2.10 Notice... 4 Section 2.11 Quorum... 5 Section 2.12 Manner of Acting... 5 Section 2.13 Informal Action by Trustees... 5 Section 2.14 Meeting by Conference Telephone and Electronic Communications... 5 Section 2.15 Compensation... 6 Article III Officers of the Corporation... 6 Section 3.1 Number and Titles... 6 Section 3.2 Election and Term of Office... 6 Section 3.3 Removal of Officers... 6 Section 3.4 Vacancies; New Officers... 6 Section 3.5 Chairperson of the Board... 6 Section 3.6 Chief Executive Officer... 7 Section 3.7 Treasurer... 7 Section 3.8 Secretary... 7 Page 2712

Article IV Committees of the Board of Trustees... 8 Section 4.1 Committees Generally... 8 Section 4.2 Committee Procedures Generally... 8 Article V Corporate Seal... 8 Article VI Fiscal Matters... 8 Section 6.1 Fiscal Year... 8 Section 6.2 Contracts... 8 Section 6.3 Loans and Indebtedness... 9 Section 6.4 Checks, Drafts, Etc.... 9 Section 6.5 Deposits... 9 Section 6.6 Budgets... 9 Section 6.7 Maintenance of Records... 9 Section 6.8 Gifts... 9 Article VII Indemnification... 10 Section 7.1 Basic Indemnification... 10 Section 7.2 Contract with the Corporation... 11 Section 7.3 Indemnification of Employees and Agents... 11 Section 7.4 Conditions to Indemnification... 11 Section 7.5 Insurance... 12 Article VIII Nondiscrimination... 12 Article IX Amendments... 12 2712

CHIME E DUCAT ION F OUNDAT ION B YLAWS ARTICLE I Corporation SECTION 1.1 Corporate Name The name of the corporation shall be "CHIME Education Foundation" (the "Corporation"), an Illinois not-for-profit corporation. SECTION 1.2 Corporate Purposes The Corporation is organized and shall be operated exclusively as a "supporting organization" within the meaning of Section 501(c)(3) and Section 509(a)(3) of the Internal Revenue Code of 1986, as amended from time-to-time, or the corresponding provision of any future United States Revenue Law (the "Internal Revenue Code"), and the purposes of the Corporation are to: (a) Receive and administer funds for, establish, maintain, supervise, coordinate, assist, and perform planning and other functions for, and carry out the charitable and educational purposes of the College for Healthcare Information Management Executives Incorporated ("CHIME"), an Illinois not-for-profit corporation, for so long as such organization is exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code. The Corporation shall not benefit any organization other than CHIME, except that, as a supporting organization of CHIME under Section 509(a)(3) of the Internal Revenue Code, the Corporation may make contributions to other not-for-profit organizations exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code; and (b) Otherwise, operate solely and exclusively as a charitable, social, benevolent and educational organization. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees (directors), officers, or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; further, the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code. 2712 1

SECTION 1.3 Name of Board of Corporation The Board of Directors as that body is referred to under the Act is herein renamed and referred to as the Board of Trustees and an individual director as a Trustee, however, thereby the duties and responsibilities of such Board and individuals to the extent prescribed under the Act or otherwise under the laws of Illinois remain unchanged. SECTION 1.4 Corporate Offices The Corporation shall have and continuously maintain in the State of Illinois a registered office and registered agent whose office address is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Trustees may from time-to-time determine. SECTION 1.5 Corporate Dissolution In the event of the dissolution of the Corporation, the Board of Trustees, after paying or making provision for the payment of all the liabilities and obligations of the Corporation from corporate assets, shall distribute all of the assets of the Corporation to: (a) such nonprofit organization or organizations as shall at the time qualify as an exempt organization under 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) and whose purpose is similarly aligned with the purposes of the Corporation; or (b) any such other non-profit organization or organizations as shall at the time qualify as an exempt organization under 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is them located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE II Board of Trustees SECTION 2.1 Number/Board of Trustees 2.1.1 Number of Trustees The initial number of Trustees of the Corporation shall be five (5), and shall be comprised of the following individuals: (a) three (3) members appointed by CHIME, ; (b) one (1) member of the Board of Trustees of CHIME who shall be appointed by CHIME and serve as an ex-officio Board member; and (c) the Chief Executive Officer of CHIME. Each Trustee shall have voting rights, except the Chief Executive Officer who shall serve without vote. Trustees appointed by CHIME must have previously served as a Trustee of CHIME. The number of Trustees may be increased or de- 2712 2

creased from time-to-time by the Board of Trustees of the Corporation provided that: (c) the majority of the Trustees shall be appointed by CHIME; (d) any Trustee appointed by the Board must be a part of the health information technology community; and (e) no decrease in the number of Trustees shall have the effect of shortening the term of any incumbent Trustee. 2.1.2 Term(s) Board terms shall be staggered so that one third (1/3 rd ) of the Board is appointed each year, except for the ex-officio Trustee appointed by CHIME who shall serve for a one (1) year term The term of each Trustee shall be for three (3) years, which term shall commence on January 1 st and run through December 31 st of the third year. Newly appointed Trustees will be permitted to participate in Board of Trustees meetings, without vote, prior to the effective date of their term. A Trustee may not serve more than three (3) consecutive terms. SECTION 2.2 Powers and Qualifications 2.2.1 The business and affairs of the Corporation shall be managed by and under the direction of its Board of Trustees who may perform all acts and functions to manage the Corporation which are not inconsistent with these Bylaws. Trustees need not be residents of the State of Illinois. 2.2.2 Upon receiving the affirmative vote of at least a two-thirds ( 2 / 3 rds ) majority of the Board of Trustees, the following actions may be taken: (a) Merger or Consolidation. A plan of merger or consolidation of the Corporation may be adopted; (b) Sale, Lease, or Exchange of Assets. A plan of sale, lease exchange or other disposition of all or substantially all the assets of the Corporation other than in the usual and regular course of business may be adopted; or (c) Dissolution. A plan of dissolution of the Corporation or a plan of distribution of assets after dissolution may be adopted. SECTION 2.3 Compensation Trustees of the Corporation shall serve in their positions as trustees without compensation, except that Trustees may be reimbursed for reasonable and necessary expenses actually incurred for the benefit of the Corporation. Moreover, Trustees may be employed by this Corporation and may be reasonably compensated for duties arising from such employment and apart from their duties as a Trustee. 2712 3

SECTION 2.4 Vacancies Vacancies in the Board of Trustees due to death, resignation, removal or other cause shall be filled by CHIME. All appointees must meet the qualification criteria for board membership. The length of the appointment shall extend through the remainder of the term of the person who vacated the position. SECTION 2.5 Resignation Any Trustee may resign at any time by giving written notice of such resignation to the Chairperson or Chief Executive Officer. The resignation shall take effect at the date of receipt of such notice or at any later date specified in the resignation. SECTION 2.6 Removal Any Trustee may be removed from office by a vote of two thirds ( 2 / 3 rds ) of the Trustees entitled to vote at a specially called meeting for that purpose. Written notice of such a meeting of the Board of Trustees must be delivered to all Trustees and for any CHIMEappointed Trustee subject to potential removal, CHIME, and shall state that the purpose of the meeting is to remove a named Trustee. SECTION 2.7 Annual Meeting The annual meeting of the Board of Trustees shall be held each year on a date and at a time determined by the Board of Trustees. SECTION 2.8 Regular Meetings The Board of Trustees shall hold regular meetings at least one (1) time each year at the principal office of the Corporation or at such place and at such time as may be designated by the Chairperson. The annual meeting may be considered as one of the required meetings. SECTION 2.9 Special Meetings Special meetings of the Board of Trustees may be called by the Chairperson or by majority vote of the members of the Board of Trustees. SECTION 2.10 Notice Written notice of all Board of Trustees meetings shall be mailed by first class mail, sent by electronic mail or personally delivered to each Trustee not less than seven (7) calendar days before the date of the meeting, which notice, in the case of special meetings, shall state generally the nature of the business to be conducted at the meeting. If mailed, such notice shall have postage prepaid, directed to the member as it appears on the records of the Corporation. When a meeting is adjourned to another time or place, notice need not 2712 4

be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless otherwise required by law. SECTION 2.11 Quorum For all meetings of the Board of Trustees, a quorum shall be a majority of the Trustees then serving, who shall be present in person, or by telephone as provided in Section 2.14. SECTION 2.12 Manner of Acting The affirmative vote of a majority of the members of the Board of Trustees at a meeting at which a quorum is present and entitled to vote on a matter shall be a valid action by such Board members, unless voting by a greater number of Board members is required by law or the Articles of Incorporation. SECTION 2.13 Informal Action by Trustees Any action required to be taken at a meeting of the Board of Trustees, or any other action which may be taken at a meeting of the Board of Trustees or of any committee of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the Trustees entitled to vote with respect to the subject matter thereof, or by all the members of the committee, as the case may be. Any consent signed by all the Trustees or all the members of the committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Illinois Secretary of State or with anyone else. SECTION 2.14 Meeting by Conference Telephone and Electronic Communications Members of the Board of Trustees or of any committee of the Board of Trustees may participate in and act at any meeting of such Board or committee by means of conference telephone or interactive technology, including without limitation, electronic transmission, Internet usage or remote communication equipment by means of which all persons participating in the meeting can communicate with each other, provided that recording of that meeting is made and that a summary of the recording thereof becomes a part of the official corporate records. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. In addition to the foregoing, the providing of notices, voting and any other action to be taken as given by or for a Trustee may be given through electronic means such as Internet email, and such notice, vote or other action shall be sufficient for purposes of notices, vote or other actions under these Bylaws. In any matter in which electronic voting is adopted as the procedure for voting, the quorum requirements and number of votes required for an action or matter to pass shall be satisfied by determining the number of electronic votes cast by Directors. 2712 5

SECTION 2.15 Compensation Voting Trustees shall not receive any compensation for their services as members of the Board of Trustees. However, the Board of Trustees may authorize payment by the Corporation of reasonable expenses incurred by Trustees. The Board of Trustees shall have authority to establish reasonable compensation for services to the Corporation of officers, staff, employees or agents, subject to the policies of the Corporation. ARTICLE III Officers of the Corporation SECTION 3.1 Number and Titles The officers of the Corporation shall consist of individuals elected in accordance with this Article to hold the positions set forth in Sections 3.5 through 3.8 below and such other individuals as the Board of Trustees deem necessary and appropriate for the management of the property and affairs of the Corporation, and who are elected in accordance with the provisions of this Article. SECTION 3.2 Election and Term of Office The officers of the Corporation shall consist of individuals elected by the majority of the Board of Trustees voting by electronic ballot. The officers of the Corporation shall be elected for one (1) year terms. Subject to the provisions of Section 3.3 hereof, each officer shall hold office until the first to occur: removal, resignation or the election and qualification of the Trustee's successor. SECTION 3.3 Removal of Officers Officers may be removed by a two-thirds ( 2 / 3 rds ) vote of the Board of Trustees. SECTION 3.4 Vacancies; New Officers A vacancy occurring in any office may be filled at any time by an election conducted by the Board in accordance with Section 3.2 of these Bylaws. SECTION 3.5 Chairperson of the Board The Chairperson shall be the chairperson of the Board of Trustees and shall have such duties as generally afforded a chairperson of a corporation, subject to the direction and control of the Board of Trustees. The Chairperson shall preside at all meetings of the Board of Trustees, and may sign certificates, deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed. The Chairperson may vote on behalf of the Corporation, by proxy or otherwise, all securities which the Corporation is entitled to vote, and, in general, shall perform all duties incident to the of- 2712 6

fice of chairperson of the Board and such other duties as from time-to-time may be prescribed by the Board of Trustees. SECTION 3.6 Chief Executive Officer The Chief Executive Officer shall be the principal executive officer of the Corporation. Subject to the direction and control of the Board of Trustees, he or she shall be in charge of the business of the Corporation; shall see that the resolutions and directions of the Board of Trustees are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board of Trustees; and, in general, shall discharge all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Trustees from time-to-time. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation, the Chief Executive Officer may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Trustees has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary or any other officer thereunto authorized by the Board of Trustees, according to the requirements of the form of the instrument. The Chief Executive Officer shall serve, without vote, as an ex-officio member of the Board of Trustees. SECTION 3.7 Treasurer The Treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the Corporation; have charge and custody of all funds and securities of the Corporation, and be responsible for the receipt and disbursement thereof; and perform all duties incident to the office of a Treasurer and such other duties as may be assigned by the Chairperson or the Board of Trustees. SECTION 3.8 Secretary The Secretary shall keep a record of all proceedings of the Board of Trustees in a book to be kept for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal (if any) of the Corporation; shall have charge of and be responsible for the maintenance of adequate books of account for the Corporation; and perform all duties incident to the office of a Secretary and such other duties as may be assigned by the Chairperson or the Board of Trustees. The position of Treasurer and Secretary may be filled simultaneously by the same Board Member if approved by the Board of Trustees. 2712 7

ARTICLE IV Committees of the Board of Trustees SECTION 4.1 Committees Generally Unless otherwise stated in these Bylaws, all committee chairpersons shall be appointed by the Chairperson with the approval of the Board of Trustees. Unless otherwise directed by the Board of Trustees or as provided for in these Bylaws, the committee members will be recommended by the committee chairperson and approved by the Board of Trustees. SECTION 4.2 Committee Procedures Generally Each committee shall record minutes of its deliberations, recommendations and conclusions. Reasonable notice of the meetings of any committee shall be given to the members thereof and to the Board of Trustees, each of whom shall have the right to attend and participate in the deliberations of the committee. A majority of the members of each committee then serving, who shall be present in person, shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at the meeting at which a quorum is present shall be the action of the committee. Each committee may adopt rules for its own operations and for the operations of its subcommittees not inconsistent with these Bylaws or the policies of the Board of Trustees. The Chairperson of each committee shall present the plans of the committee to the Board of Trustees and the members for approval. ARTICLE V Corporate Seal The Board may if it desires to do so adopt a corporate seal which shall be in the form of a circle and shall have inscribed the name of the Corporation and the words Corporate Seal, Illinois. ARTICLE VI Fiscal Matters SECTION 6.1 Fiscal Year The fiscal year of the Corporation shall be the calendar year. SECTION 6.2 Contracts The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract, make any expenditure or execute and deliver any instruments on behalf of 2712 8

the Corporation. Such authorization may be general or confined to specific instances and may be effected by Board of Trustees resolution establishing a Board policy for such purposes. This section is subject to the other provisions of this Article. SECTION 6.3 Loans and Indebtedness 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 Trustees with such authority being either general or confined to specific instances. No loan shall be granted to an officer or Trustee of the Corporation, except as may be permitted by the Act. SECTION 6.4 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in accordance with Board of Trustee polices and in the name of the Corporation or to the Corporation shall be signed or endorsed only by the Chairperson, Executive Director or a designee of the Chairperson. SECTION 6.5 Deposits All funds of the Corporation not otherwise employed shall be deposited from time-totime to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. SECTION 6.6 Budgets The Board of Trustees shall approve, prepare or have prepared the annual capital and operating budgets of the Corporation. SECTION 6.7 Maintenance of Records The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees and committees. SECTION 6.8 Gifts The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Corporation. 2712 9

ARTICLE VII Indemnification SECTION 7.1 Basic Indemnification (a) The Corporation shall, to the fullest extent to which it is empowered to do so by, and in accordance with the Act or any other applicable laws, as may from timeto-time be in effect, indemnify any uncompensated Trustee or officer who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was, a Trustee or officer of the Corporation, or who is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney s fees), judgments, fines and amounts incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that such conduct was unlawful. (b) The Corporation shall indemnify any uncompensated Trustee or officer who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Trustee or officer of the Corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. 2712 10

SECTION 7.2 Contract with the Corporation The provisions of this Article shall be deemed to be a contract between the Corporation and each Trustee or officer who serves in any such capacity at any time while this Article and the relevant provisions of the Act or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any state or facts then or theretofore existing or any action, suit or proceedings theretofore existing or thereafter brought or threatened based in whole or in part upon any such state of facts. The Corporation further agrees that in the event a person entitled to indemnification under this Article claims indemnification, the Corporation shall take all required action to bring about a prompt and good faith determination of such person's right to indemnification hereunder. Such determination shall involve consultation with legal counsel for the Corporation. SECTION 7.3 Indemnification of Employees and Agents Persons who are not covered by the foregoing provisions of this Article and who are or were employees or agents of the Corporation, or are or were serving at the request of the Corporation as employees or agents of another corporation, joint venture, partnership, trust or other enterprise, may be indemnified to the extent of the Corporation is empowered to do so by the Act or any other applicable laws, when and as authorized at any time from time-to-time by the Board of Trustees in its sole discretion. Such determination may involve consultation with legal counsel for the Corporation. SECTION 7.4 Conditions to Indemnification Any indemnifications under Sections 7.1, 7.2 and7.3 above, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, agent or employee is proper in the circumstances because such person has met the applicable standards of conduct set forth in Sections 7.1 and7.2 above and as required by law. Such determination shall be made as follows: (a) By the majority vote of Trustees who are not parties to such action, suit or proceeding, even if less than a quorum; or (b) By a committee of the Trustees designated by a majority vote of the Trustees, even though less than a quorum; or (c) If there are no such Trustees, or if the Trustees so direct, by independent legal counsel in a written opinion. Any determination made according to subsections (a), (b), or (c) above shall be promptly communicated to any person who threatened or brought an action or suit by or in the right of the Corporation. 2712 11

SECTION 7.5 Insurance The Corporation may purchase and maintain insurance on behalf of any person to the extent permitted by law, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII. ARTICLE VIII Nondiscrimination The Corporation recognizes the rights of all persons to equal opportunity in employment, compensation, promotion, education, positions of leadership and power, and shall not at any time discriminate against employee, applicant for employment, Trustee, Officer, contractor or any other person with whom it deals, because of race, creed, color, handicap, sex, national origin or age. ARTICLE IX Amendments The Articles of Incorporation and these Bylaws may be amended by affirmative vote of two-thirds ( 2 / 3 rds ) of the Trustees of the Corporation, except for Article II of these Bylaws which shall require the further approval of CHIME. Except as set forth above, the procedures for amendment are as follows: (a) The Board of Trustees shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote of Trustees; (b) A notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each Trustee on amendments within the time and in the manner provided in these Bylaws; and (c) The proposed amendment shall be adopted by receiving the affirmative vote of at least two-thirds ( 2 / rds 3 ) of the Trustees. Adopted: December 8, 2006 Revised: April 2, 2007 Revised: June 25, 2008 Amended: September 14, 2012 2712 12