BYLAWS OF THE JAMES EWING FOUNDATION INC. (Modified 9/2014 and approved 9/12/2014) ARTICLE I NAMES AND OFFICES

BYLAWS OF THE JAMES EWING FOUNDATION INC. (Modified 9/2014 and approved 9/12/2014) ARTICLE I NAMES AND OFFICES Section 1. Name. The name of the corporation shall be The James Ewing Foundation Inc. (hereinafter referred to as the Foundation ). Section 2. Offices. The Foundation shall have and continuously maintain in the State of New York a registered office and a registered agent whose office is identical with that registered office and may have such other offices, within or without the State of New York, as the Foundation s Board of Directors may determine. ARTICLE II ORGANIZATION, PURPOSES AND RULES Section 1. Organization. The Foundation is organized and shall operate as a notfor-profit corporation under the laws of the State of New York, and under the provisions of Section 501(c)(3) of the Internal Revenue Code of the United States. The Foundation shall have such powers as are now or may hereafter be granted by the General Not-for-Profit Corporations Act of the State of New York. Section 2. Purposes. (a) The general purposes of the Foundation are set forth in Article 4 and 5 of the Articles of Incorporation, approved by the Secretary of State of New York on the 12 th day of July, 1978. The activities of the Foundation shall at all times be limited to the purposes set forth in the Articles of Incorporation and these Bylaws, and shall undertake no activities which are not permitted by either these purposes, the Not-for-Profit Corporation Act of the State of New York or Section 501(c)(3) of the Internal Revenue Code. (b) Consistent with the purposes enumerated in the Articles of Incorporation and with the proscriptions contained in Subsection (a), above, the Foundation may also from time to time pursue any one or more of the following purposes: i. Engage in fundraising for the benefit of the Society of Surgical Oncology, a New York not-for-profit corporation ( SSO ) by way of: - Educational Grants - Special Events - Member Donations - Annual Appeals - Corporate Pledges - Campaign Activities - In-kind Donations - Planned Giving ii. Support the Mission, Vision and Values of the SSO. 1 Foundation Bylaws July-14

iii. Conduct such other activities as are consistent with these purposes and the Foundation s Mission. Section 3. Definition. For the purpose of the operations and activities of the Foundation, the surgical oncology profession is defined as that profession which provides products and related services to the field of surgical oncology. Section 4. Rules. In addition to the proscriptions contained in the Articles of Incorporation and limitations imposed by such Articles and these Bylaws, the following rules shall conclusively govern the Foundation and all persons acting for or on behalf of it: (a) The Foundation shall not award any scholarship or other benefit to any relative of or an officer or director of the Foundation. (b) No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Foundation 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. (c) No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Foundation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. (d) The Foundation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), or the corresponding provision of any future United States internal revenue statute; or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future United States internal revenue statute. (e) Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Foundation, transfer all of the remaining assets of the Foundation (except any assets held by the Foundation upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for charitable, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue statute), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Foundation is then located, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which the dissolving corporation was organized. ARTICLE III MEMBERSHIP The SSO shall be the sole member of the Foundation. 2 Foundation Bylaws Aug-14

ARTICLE IV GOVERNING BODY Section 1. Board of Directors. Governing authority is vested in a Board of Directors, which shall have supervision, control and direction over the affairs of the Foundation, and which shall determine its policies and procedures in accordance with the Articles of Incorporation and these Bylaws. The Board shall exercise supervision in the disbursement of all funds and in the conduct of all programs, and may adopt such rules and regulations for the conduct of the Foundation, as it shall deem necessary for carrying on Foundation functions, and may delegate such authority to such employees and agents as it deems advisable. Such delegation, however, shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or the Director by law. Section 2. Authority of Board. Irrespective of any other authority granted by these Bylaws to any other individual, office or body, the authority of the Board is ultimate and final and extends to any activities of the Foundation. Section 3. Composition and Tenure. The number of Directors shall be at least nine (9) and shall not exceed fifteen (15). The current President, President Elect, Vice President and the Immediate Past President of the SSO shall serve as voting members of the Foundation Board of Directors. Section 4. Nominations for the Remaining Board of Director Seats. Each of the remaining Directors shall be nominated by the Nominating Committee and shall be elected by a majority vote of the SSO Executive Council and the residing President of the Foundation. All elected Directors shall be elected for three year terms and shall be eligible for re-election for one additional three year term only, except as noted below. Section 5. Tenure for First Elected Board of Directors. The first elected Board of Directors of the Foundation shall serve terms as follows: (a) One of the Directors shall be elected to a three year term, and shall be eligible for re-election to a second three year term only. (b) Two of the Directors shall be elected to a two year term, and shall be eligible for re-election to two additional three year terms only. (c) One of the Directors shall be elected to a one year term, and shall be eligible for re-election to two additional three year terms only. (d) The current President of the Foundation shall serve a three year term commencing March 1, 2011. Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date and place, either within or without the State of New York, for the holding of an Annual Meeting and additional regular meetings without other notice than such resolution. A minimum of one regular meeting of the Board shall be held each year. 3 Foundation Bylaws Aug-14

Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. Section 8. Notice. Notice of any regular or special meeting of the Board of Directors shall state the time, date and place of the meeting and shall be given at least five (5) days prior to the date of such meeting, by written or printed notice delivered personally, by mail, by electronic mail ( e-mail ) or by fax to each Director at his or her address as shown in the records of the Foundation; provided, however, in the case of a meeting held via teleconference notice may be given no less than twenty-four hours prior thereto. 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. Section 9. Quorum. A majority of those eligible to vote shall constitute a quorum at any duly called meeting of the Board of Directors. Any lesser number may adjourn the meeting from time to time until a quorum is present without further notice. Section 10. Voting. The act of a majority of the Directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, these Bylaws or the Articles of Incorporation. Section 11. Compensation. Directors shall not receive compensation for their services as Directors, and no Director, Officer, employee, member of a committee, or any person connected with the Foundation shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation. However, the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such resolution may prescribe procedures for approval and payment of such expenses by designated officers of the Foundation. Section 12. Resignation and Removal. Any director may resign at any time by giving notice to the President of the Foundation. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of its acceptance by the President. Any Director may be removed, with or without cause, by a majority vote of the Executive Council of SSO at any regular or special meeting where a quorum is present. Section 13. Vacancies. Any vacancies that may occur on the Board of Directors may be filled by appointment by the current President for the remainder of the unexpired term. Such appointment shall be subject to approval by a majority of the Executive Council of SSO at its next regular meeting after such appointment, if such meeting precedes the expiration of the term. Section 14. Mail, Facsimile Transmission, Conference Call or Electronic Voting. In lieu of a formal meeting, the Board of Directors may transact its business by mail vote, a vote taken by fax by a conference call or by electronic vote. Actions taken pursuant to such procedures will bind the Foundation, provided that in each case, a quorum of the Board of Directors responds to a mail ballot or ballot by facsimile transmission or electronic ballot or participates in a conference call. A majority vote of those participating shall be sufficient to constitute Board action, except that, in cases of mail, fax and electronic ballot, the New York 4 Foundation Bylaws Aug-14

Not-for-Profit Corporation Act (the Act ) may stipulate otherwise. The Act now requires unanimous board approval for all action taken outside of a meeting or conference call (e.g., mail, facsimile and electronic votes must be unanimous). ARTICLE V OFFICERS Section 1. Officers of the Foundation. The officers of the Foundation shall be a President, one or more Vice Presidents, a Treasurer and an Executive Vice President. These individuals, except for the President and the Executive Vice President, shall be elected by the Board of the Foundation from among those individuals then currently serving on the Board of the Foundation, subject to confirmation by a majority vote of the SSO Executive Council. The President shall be a Past President of the SSO who has completed a term in the last five years. The Executive Vice President shall be the chief staff officer of the Foundation and serves as a member of the Foundation Board of Directors, ex-officio, without vote. Section 2. Term of Office. Each office, with the exception of the President and Executive Vice President, shall serve a term of one year, and shall be subject to re-election without any limitations on the number of terms as an officer. The President shall be elected to a single three year term. Section 3. President. The President shall be the principal executive officer of the Foundation and shall, in general, perform all duties incident to the office of President, and shall have such other powers and shall perform such other duties as the Board of Directors may from time to time assign. The President shall preside at all meetings of the Board, and shall be an exofficio member of all committees. Section 4. Vice President. At the request of the President, or in the event of the President s absence or inability to act, the Vice President previously designated by the President shall perform the duties of the President. In addition, the Vice President shall have such other powers and shall perform such other duties as the Board of Directors may from time to time assign. Section 5. Executive Vice President. The Executive Vice President shall be the principal staff officer and shall conduct the day-to-day operations of the Foundation, keep an account of all monies received and expended, make disbursements authorized by the Board of Directors, open and maintain bank accounts, keep such other books and records as may be necessary, be responsible for the proper and legal mailing of all notices and see to the proper recording of all proceedings of meetings of the Foundation Board and Committees. The Executive Vice President shall be the Officer who has the powers conferred on the Corporate Secretary by the New York Not-for-Profit Corporation Act. Section 6. Treasurer. The Treasurer shall have general supervision over the finances of the Foundation and shall perform such duties relating to the Foundation s finances as may be directed by the Board of Directors or President. The residing SSO Treasurer is ineligible for this position to ensure an appropriate segregation of duties as it relates to fiscal responsibilities for the SSO and the Foundation. 5 Foundation Bylaws Aug-14

Section 7. Nominations. Nominations for the office of President, Vice President and Treasurer will be proposed by the Nominating Committee. Officers will be elected by a majority vote of the members of the Foundation Board, subject to confirmation by the SSO Executive Council. Section 8. Resignation. Officers may resign at any time by giving notice to the President. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of its acceptance. Any officer may be removed by a majority vote of the members of the Board of the Foundation at any regular or special meeting at which a quorum is present, subject to confirmation by a majority vote of the members of the SSO Executive Council. Section 9. Vacancies. Vacancies in any office shall be filled by appointment by the President of the Foundation, for the remainder of the term, subject to confirmation by a majority of the members of the Executive Council of SSO at the next regular meeting following the appointment. Section 10. Bonding. The Board of Directors may require in its sole discretion that any or all individuals entrusted with the handling of funds or property of the Foundation post a bond in an amount to be determined by the Board. The Board shall defray the expense of such bond. ARTICLE VI EXECUTIVE COMMITTEE Section 1. Composition. There shall be an Executive Committee which shall consist of the officers of the Foundation, namely the President, the Vice President(s), the Treasurer and the Executive Vice President. The Executive Vice President shall serve as a member of the Executive Committee, ex-officio, without vote. Section 2. Authority. During the interim between regular or special meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board, as defined in these bylaws and in the Articles of Incorporation, except as otherwise set forth in the Act. Actions of the Executive Committee shall be consistent with the directions and policies of the Board. Section 3. Meetings. The Executive Committee shall meet at such time and places as the President shall determine. Section 4. Quorum. Three (3) members of the Executive Committee shall constitute a quorum at any duly called meeting of the Executive Committee. Any lesser number may adjourn the meeting from time to time until a quorum is present without further notice. Section 5. Voting. The act of three (3) or more members of the Executive Committee present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law, these Bylaws or the Articles of Incorporation 6 Foundation Bylaws Aug-14

ARTICLE VII COMMITTEES The President of the Foundation, with the approval of the Board of Directors, may create such special and standing committees as shall advance the objectives and purposes of the Foundation, may appoint the members of such committees and may establish such rules and regulations governing the conduct of such committees as may be deemed necessary. The Foundation shall establish, at a minimum, a Nominating Committee. The Foundation has the option to establish an Advisory Board, if deemed necessary. Section 1. Nominating Committee (a) Composition of the Nominating Committee. The Nominating Committee will be comprised of the President, Immediate Past President, President-Elect and Vice President of the SSO, and the residing President of the Foundation. (b) Function of the Nominating Committee Officers of the Foundation Board of Directors. The Nominating Committee is to nominate qualified candidates for the positions of President, Vice-President and Treasurer. The Vice President and Treasurer are to be nominated from among those individual currently serving on the Board of the Foundation. Nominations for President must be from among those individuals who have served as President of the SSO within the last five years. Names of proposed nominees will be presented to the Foundation Board of Directors at least 30 days prior to the SSO Annual Cancer Symposium. Any member of the Foundation Board may, at the time such names are placed in nomination, nominate any qualified individual or individuals as an alternative to the person(s) offered by the Nominating Committee. Voting for Officers will take place prior to the Annual Cancer Symposium. Nominees receiving a majority vote of the Foundation Board will be presented to the SSO Executive Council for confirmation at the Executive Council meeting held at the Annual Cancer Symposium. Elected officers will assume office immediately following the Annual Cancer Symposium. Function of the Nominating Committee. The Nominating Committee is to nominate qualified candidates for the remaining positions of the Foundation Board of Directors from current SSO members in good standing. Names of proposed nominees will be presented to the Foundation Board of Directors at least 30 days prior to the SSO Annual Cancer Symposium. Any member of the Foundation Board may, at the time such names are placed in nomination, nominate any qualified individual or individuals as an alternative to the person(s) offered by the nominating committee. Voting for remaining Board of Directors will take place prior to the Annual Cancer Symposium. Nominees receiving a majority vote of the Foundation Board will be presented to the SSO Executive Council for confirmation at the Executive Council meeting held at the Annual Cancer Symposium. Elected board members will assume their position immediately following the Annual Cancer Symposium. Section 2. Advisory Board 7 Foundation Bylaws Aug-14

(a) Composition of the Advisory Board. The Foundation Board has the option to establish Advisory Board of the Foundation, which shall consist of as many persons as from time to time the Board of Directors shall deem necessary or desirable. The Advisory Board shall be appointed annually by the President of the Foundation, subject to approval by the Board of Directors. Members shall be drawn from major contributors to the Foundation, members of academia and other sources which the President feels would be beneficial to the objectives and purposes of the Foundation. The President of the Foundation shall be the Chairman of the Advisory Board. (b) Function of the Advisory Board. The function of the Advisory Boards shall be to review the activities of the Foundation, its objectives and its programs, and to provide the Board of Directors with advice and counsel as to improvements which may be made to further the objectives and purposes of the Foundation. The Advisory Board may also from time to time propose new or alternative programs and activities for the Board of Directors to consider which may increase the effectiveness of the Foundation in achieving it objectives. Section 3. General Provisions (a) Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Foundation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof. (b) Chair. One member of each committee shall be appointed chair. (c) Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as the original appointments to that committee. (d) Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board or by the President in establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a duly called meeting at which a quorum is present shall be the act of the committee. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 1. Rules of Order. The most recent edition of Roberts Rules of Order shall govern all deliberations of the Foundation, when not in conflict with the Act or these bylaws. Section 2. Directors may adopt. Seal. The Foundation may have a seal of such design as the Board of Section 3. Indemnification. The Foundation shall indemnify all officers, directors, employees and agents of the Foundation to the full extent permitted by the General Not-for- Profit Corporations Act of the State of New York, and shall be entitled to purchase insurance for such indemnification to the full extent determined by the Board of Directors. 8 Foundation Bylaws Aug-14

SSO. Section 4. Fiscal Year. The fiscal year of the Foundation shall coincide with that of Section 5. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Foundation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Section 6. 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 Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the Foundation. Section 7. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 8. Bonding. The Board of Directors may provide for the bonding of such officers and agents of the Foundation as it may from time to time determine. Section 9. Gifts. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation. Section 10. Books and Records. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. ARTICLE IX WAIVER OF NOTICE Whenever any notice whatsoever is required to be given under the provisions of the General Notfor-Profit Act of the State of New York or under the provisions of the Articles of Incorporation or the Bylaws of the Foundation a 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 X AMENDMENTS These Bylaws may be amended or repealed, in whole or in part, by a two-thirds (2/3) vote of those present at any duly organized meeting of the Board of Directors at which a quorum is present, including those conducted by the methods described in Article IV, Section 14 of these Bylaws. No amendments shall become effective without the prior written approval of the Executive Council of SSO, and no amendment shall be valid which encourages, requires or permits the Foundation to engage in any activities not permitted either by the Not-for-Profit Corporation Act of the State of New York or by Section 501(c)(3) of the Code. 9 Foundation Bylaws Aug-14