BY‑LAWS

OF

THE H.W.B.(HIPPOCRATES, WINSLOW AND BABBAGE) FOUNDATION

FOR THEIMPROVEMENT OF MEDICAL PRACTICE

ARTICLE I

OFFICES

Section 1. Office. The office of the Corporation shall be locatedin the Town of Monroe, Countyof Orange, State of NewYork.

Section 2. Additional Offices. The Corporation may also have offices at suchother places within or without the State of NewYork as the board of directors may from time to timeappoint or the business of the Corporation may require.

ARTICLE II

MEMBERS

The Corporation shall have nomembers.

ARTICLE III

BOARD OFDIRECTORS

Section 1. Board of Directors. The business of the Corporation shall bemanaged by its board of directors

Section 2. Number of Directors, Election andTerm. The number ofdirectors shall be determined from time to time by a majority of the board ofdirectors but shall be no fewer than three. No director shall be deprived ofoffice by virtue of a change in the number of directors. The directors shall beelected by the board of directors of the corporation at the annual meeting ofthe board of directors and shall hold office until the next annual meeting, andthereafter until their successors are elected and qualified or until theirprior resignation or removal.

Section 3. Resignation ofDirectors. A director mayresign from the board of directors at any time by giving notice of his resignationin writing addressed to the president or secretary of the Corporation, or bypresenting his written resignation in person at an annual or special meeting ofthe board of directors. The acceptance of a resignation shall not be necessaryto make it effective, but no resignation shall discharge any accrued obligationor duty of a director.

Section 4. Newly CreatedDirectorships and Vacancies. Newly created directorships resulting from an increase in the numberof directors and vacancies occurring in the board of directors for any reasonmay be filled by vote of a majority of the directors then in office regardlessof their number. A director elected to fill a vacancy shall hold office untilthe next annual meeting at which the election of directors is in the regularorder of business and until his successor is elected and qualified.

Section 5. Removal ofDirectors. Any or all of thedirectors may be removed for cause by action of the board of directors.

Section 6. Meetings ofDirectors. Meetings of the board, annual, regular or special, shall be heldat a date selected by the president or board of directors. Such meetings may beheld at the principal office of the Corporation in the State of NewYork or at such other place or places, either within or without theState of New Yorkas shall be determined from time to time by a majority of the directors.

Meetings may be held, as shallbe determined from time to time by a majority of the directors, via aconference telephone or similar communications equipment allowing all personsparticipating in the meeting to hear each other at the same time. Participationby such means shall constitute presence in person at such a meeting.

Any action required or permitted to be taken by the board may betaken without a meeting if all the members of the board consent in writingtothe adoption of a resolution authorizing the action. The resolution and thewritten consents thereto by the members of the board shall be filed with theminutes of the proceedings of the board.

Section 7. Notice of Meetingsof Directors. No notice of theannual meeting of the board of directors shall be required. Regular meetingsmay also be held without notice. Notice of a special meeting of the boardof directors. signed by the president or the secretary of the Corporation,shall be mailed to the last recorded address of each director at least threedays and not more than fifty days before the time appointed for the meeting.Such notice shall set forth the place, date and time of the meeting. Suchnotice shall be deemed to be given when deposited in the United States mail,with postage prepaid, directed to the director at his address or, if he hasfiled with the secretary of the Corporation a written request that such noticesto him be mailed to some other address, then directed to him at such otheraddress. Notice of any adjourned meeting of the board specifying the time andplace of the next meeting shall be given to the directors who were not presentat the time of the adjournment and, unless such time and place are announced atthe meeting, to the other directors. Whenever by statute or by these bylaws thedirectors are authorized to take action at any meeting after notice, suchnotice may be waived, before or after the holding of such meeting, by a writtenwaiver of notice signed be the person entitled to such notice. Notice of ameeting need not be given to any director who attends the meeting withoutprotesting, prior thereto or at its commencement, the lack of notice.

Section 8. Quorum and Conductof Meeting. One‑thirdof the total number of directors, but no fewer than two directors, presentpersonally at any meeting shall constitute a quorum for the transaction ofbusiness and the act of a majority of the directors present at any meeting atwhich there is a quorum shall be the act of the board of directors, except asmay be otherwise specifically provided by statute or these by‑laws.

A majority of the directors present, whether or not a quorum ispresent, may adjourn any meeting to another time and place. Notice of theadjournment shall be given all directors who are absent at the time of theadjournment and, unless such time and place are announced at the meeting, tothe other directors.

At all meetings of the boardthe president or, in his absence, a chairman chosen by the board shall preside.

Section 9. Compensation ofDirectors. Directors, assuch, shall not receive any salary for their services as directors, but byresolution of the board of directors, a fixed sum and expenses of attendance,if any, may be allowed for attendance at each regular or special meeting of theboard and of any committee of the board of directors; provided that nothingherein contained shall be construed to preclude any director from serving thecorporation in any other capacity and receiving compensation therefor. Suchcompensation shall be reasonable and commensurate with services

Section 10. Committees of theBoard. The board ofdirectors by resolution adopted by a majority of the entire board, maydesignate from among its members an executive committee and other standingcommittees, each consisting of three or more directors, and each of which, tothe extent provided in such resolution, shall have all the authority of theboard, except as to the matters prohibited by Section 712 of the Not‑For‑ProfitCorporation Law.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of this Corporation shall be apresident, one or more vice presidents, a secretary and a treasurer. Any two ormore offices may be held by the same person, except the offices of presidentand secretary.

Section 2. Election and Termof Office. All officersshall be elected (or appointed) by the board to hold office for the term of oneyear, and each shall hold office for

such term and until his successor has been elected (or appointed) andqualified or until his earlier resignation or removal.

Section 3. President. The president shall preside at all meetings of theboard of directors. He shall sign all documents in the name of the Corporation,when authorized to do so by the board of directors. He, together with suchother officials as may be appointed by resolution of the board of directors forthat purpose, shall have authority to sign checks. He shall be ex‑officioa member of all committees, and shall perform all other duties incidental tohis office.

Section 4. Vice‑President. The vice‑president shall in the absenceor disability of the President perform the duties of that office.

Section 5. Treasurer. The treasurer shall have the care and custodyof all the funds and securities of the Corporation and of all deeds, insurancepolicies and other valuable documents relating to its property, and shalldeposit the same in the name of the Corporation in such depositories as may bedesignated by the board of directors. Together with such other officials as maybe appointed by resolution of the board of directors for that purpose, he shallhave authority to sign checks, drafts and notes for the payment of money butshall deliver the same only with the approval of the board or a duly authorizedofficial. The treasurer shall render to the board, at each regular meeting, afull statement of the financial affairs of the Corporation.

Section 6. Secretary. The secretary shall keep a record of allappropriate meetings of the board of directors, and shall attend to themailing, posting and publication of all notices of such meetings and ofnominations of candidates for election. In the absence of any contrarydirection, he shall conduct all correspondence on behalf of the board ofdirectors. He shall have charge of the seal of the corporation, and of suchbooks, records and other papers as the board of directors may direct.

Section 7. Vacancies.If the office of any officer becomes vacant, the directors may appoint (orelect) any qualified person to fill such vacancy, who shall hold office for theunexpired term of his predecessor and until his successor is elected or appointedand qualified.

Section 8. Removal ofOfficers. Any officerelected (or appointed) by the board may be removed by the board with or withoutcause.

Section 9. Compensation ofOfficers. The fixing ofsalaries of officers shall require the affirmative vote of a majority of theentire board of directors. Such compensation shall be reasonable andcommensurate with services performed.

ARTICLE V

MISCELLANEOUSPROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be asdetermined by the board of directors.

Section 2. Annual Report . At the annual meeting of the board ofdirectors, there shall be presented a report, verified by the president andtreasurer, in accordance with Section 519 of the Not‑for‑ProfitCorporation Law of the State of NewYork.

Section 3. Amendment andRepeal. These by‑lawsmay be adopted, amended, or repealed at any meeting of the board of directorsby an affirmative vote of two‑thirds of the directors then holdingoffice.

SME: lr

File No. 1477‑1

LR0903