BYLAWS OF Continuing Medical Education of Southwestern Virginia. ARTICLE I – NAME This Association shall be known as the Lewis-Gale Continuing Medical Education Organization d/b/a Continuing Medical Education of Southwestern Virginia and as the Lewis-Gale CME Organization d/b/a CME - SWVA. 

ARTICLE II – OBJECTIVES Alleghany Regional Hospital,d/b/a LewisGale Hospital Alleghany,Lewis- Gale Physicians, LLC, Lewis-Gale Foundation d/b/a Health Focus of Southwest Virginia, Lewis-Gale Medical Center, LLC, Montgomery Regional Hospital, d/b/a LewisGale Hospital Montgomery, Pulaski Community Hospital, d/b/a LewisGale Hospital Pulaksi and Edward Via College of Osteopathic Medicine Virginia Campus have joined together as a CME Organization to provide quality educational activities which afford physicians opportunity for increased knowledge and skills to enhance better diagnosis and treatment of patients. Through a variety of continuing medical educational programs, offering Category I credit, addressing both specialty and mixed groups, physicians may select from conferences, lectures and updates. Programs are targeted toward the needs of the Medical Staff members of the above facilities, as well as the needs of other physicians in the Southwest Virginia area. In order to fulfill the Mission, we conduct surveys, review appropriate quality assurance data, and receive input from departments, committees, personnel and staff physicians of all member organizations. 

ARTICLE III – CENTRAL COMMITTEE The Governing Body will govern the Continuing Medical Education of Southwest Virginia. It shall consist of Co-chairpersons or Chairperson and Vice Chairperson, Secretary, Treasurer, liaison physicians, administrative representatives and physician member representatives of the member organizations. The liaison physicians and the administrative representative positions are permanent components of the organizations by appointment from their respective facilities. The physician members other than the liaison physicians are recommended by their respective department chiefs and serve terms of two years, which can be renewed. The Committee shall transact the general business of the organization including the approval of the budget and evaluation of the continuing medical education effort. It may authorize expenditures not prescribed in the budget. It is charged with filling vacancies of committee representatives and elected officers. It may appoint ad hoc and subcommittees when deemed necessary to conduct special projects or to address specific problems as they arise. Representatives on the Governing Body may be terminated by the individual who serves at his own discretion, or by the Chairperson of the Continuing Meddical Education of Southwestern Virginia. Committee representatives serve for a period of two years but are eligible to serve for additional terms. Meetings are to be held at least quarterly with an annual organizational evaluation meeting. One representative from any of the facilities shall constitute a quorum for the transaction of business, provided that at least one- third of the Governing Body members shall be in attendance. Each representative of the Governing Body has one vote. 

ARTICLE IV - OFFICERS Section 1. GENERAL. The officers of the Association shall consist of co-chairpersons or a Chairperson and a Vice-Chairperson; a Treasurer, a Secretary, and such other officers as the Governing Body shall deem appropriate. The officers shall perform such duties as ordinarily pertain to their offices and such other duties as may be assigned to them by the Governing Body. Section 2. ELECTION AND TERM. The officers of the Corporation shall be elected by the Governing Body at the annual meeting and shall serve until the next annual meeting or such later time as their successors have been elected. Section 3. REMOVAL; VACANCIES. The Governing Body may remove any officer at any time. In the event a vacancy occurs in any office, whether by reason of resignation, removal, creation of an office, or otherwise, the Governing Body for the remaining portion of the unfilled term may fill such vacancy. Section 4. CHAIRPERSON. The Chairperson or one of the Co- Chairpersons shall serve as the Chairperson of the Governing Body, shall preside at all meetings of the Governing Body and shall be the chief executive officer of the Association. In the absence or disability of one of the Co-chairpersons, the other will serve, or of the Chairperson, the Vice-Chairperson shall perform the Chairperson’s duties. Section 5. SECRETARY. The CME Administrator can serve as the Secretary. The Secretary shall keep the minutes, have charge of the books and records and sign all instruments requiring his/her signature. Section 6. TREASURER. The Treasurer shall have custody of and be responsible for the funds of the Association, receive moneys paid to the Association and deposit or otherwise invest the funds of the Association in an appropriate manner and as may be directed from time to time by the Governing Body. Section 7. CHECKS AND DRAFTS. Any check or draft in the amount of $1,000 or more drawn on any account of the Association shall be signed on its behalf by any two of the following officers: the Co- chairpersons, Chairperson, the Vice-Chairperson, immediate past Chairperson, immediate past Vice-Chairperson, Secretary, Treasurer, a board member designated by the administration of Lewis-Gale Medical Center, LLC, or Lewis-Gale Physicians, LLC. Section 8. OTHER DOCUMENTS. Other than checks and drafts, any agreement or instrument of the Association shall be executed on its behalf by the Co-Chairpersons, Chairperson or Vice-Chairperson, except as otherwise provided by the Governing Body, provided that no officer shall have the authority to borrow money on the Association’s behalf unless so authorized by the Governing Body.

ARTICLE V – MEDICAL ADVISORY SUBCOMMITTEE ON PLANNING AND EVALUATION The Medical Advisory Subcommittee on Planning and Evaluation shall review and approve each program for presentation to qualify for continuing medical education credits and determine the number of credits to be awarded. Voting committee members shall be physicians serving as liaison from each of the entities plus such other physicians as shall be appointed by the Governing Body. Other non- voting members are administrative representatives and CME Coordinators. Quarterly meetings are to be held. Additional meetings may be called as needed. 

ARTICLE VI – PRINCIPAL OFFICE The principal office of the Association shall be in the City of Salem, Virginia, but the Association may conduct its activities within or without such City.

ARTICLE VII – FISCAL YEAR The fiscal year of the Association shall be from January 1 to December 31.

ARTICLE VIII – BUDGET A budget for operation of the CME Organization is supported by the component groups on an annual basis by monetary contributions and donated time. 

ARTICLE IX – DISSOLUTION Upon dissolution of this Association, assets shall be distributed to exempt organizations as determined under Section 501(c)(3) of the Internal Revenue Code. 

ARTICLE X – PARLIAMENTARY AUTHORITY Robert’s Rules of Order, Newly Revised, shall govern this organization in all matters not specified by these bylaws. 

ARTICLE XI – AMENDMENTS These bylaws may be amended by a two-thirds vote of those present at a regular meeting of the Governing Body, provided the proposed amendments have been submitted in writing at a previous meeting, or provided that written notice of the proposed amendment shall have been given each committee member at least one month prior to the meeting. 

ARTICLE XII – STANDING RULES The Governing Body may establish standing rules for the conduct of business by the CME Organization. These standing rules must be submitted for majority approval of those present at any general meeting.