ARTICLE I: NAME

The name of the association shall be the Association of Physician Assistants in Cardiology herein referred to as APAC.

ARTICLE II: Purpose

This Association shall be representative of graduate and student physician assistants within the United States of America. The purpose of the APAC shall be to promote enhanced patient care by providing appropriate educational and informational services to physician assistants working in cardiology.

Section 1:

The specific purposes of this corporation shall be to establish and maintain a representative organization for physician assistants (PAs) who are employed in or have an interest in the practice of cardiovascular medicine, provide focused quality CME specifically designed for cardiology PAs, gather and disseminate information related to the issues affecting our practice, ie., clinical privileges, risk management, quality assurance, reimbursement, and benefits, collect demographic data to share with the PA profession and other interested agencies or representative organizations, act as a national repository of relevant information and disseminate data when requested to assist both established and new cardiology practices devise a more standardized credentialing mechanism and scope of practice for cardiology PAs, advise cardiology PAs of impending regulatory or statutory changes which have potential to impact their professional specialty practice, advise cardiology PAs of impending development of credentialing mechanisms to establish competency of individual practitioners in our specialty, stand ready to assist the American College of Cardiology (ACC) in the generation, maintenance, and periodic updating of guidelines on PA utilization in inpatient and outpatient cardiovascular settings, advise the AAPA Education Council or similar organizations or agencies regarding the development and maintenance of an alternate pathway for PA recertification and establish liaisons with and between the American Academy of Physician Assistants (AAPA) and the American College of Cardiology (ACC).

ARTICLE III: Membership

Section 1: Categories

The membership shall consist of: 1. Fellow members, 2. Associate members, 3. Student members, 4. Honorary members, and such other members as may be recognized by the Board of Directors.

Section 2: Eligibility

Members of this Association shall be men and women who are cognizant of their obligation to serve the public and who meet the requirements for membership as herein defined.

Section 3: Applications

Application for membership shall be made in writing on forms as prescribed by the Board of Directors. Applications shall be reviewed and approved or rejected by the Board of Directors or its designee. Each member shall be issued a certificate of membership as may be determined by the Board of Directors, title to such certificate remaining at all times with the Association.

Section 4: Definition of Physician Assistant

The term "physician assistant" as used herein shall include any person who has graduated from an educational program for physician assistants accredited by the Accreditation Review Commission on Education for the Physician Assistant (ARC-PA), or an ARC-PA predecessor or approved successor agencies, and who has passed or is eligible to sit for the certification examination administered by the National Commission on Certification of Physician Assistants.

Section 5: Fellow Members

Fellow members shall be physician assistants. Fellows shall have full voting privileges, shall be entitled to privileges of the floor and may hold office.

Section 6: Associate Member

Associate members shall be any non-physician assistant individual who desires to associate with the Association. Associate members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.

Section 7: Student Members

Student members shall be students enrolled in an ARC-PA accredited physician assistant program with an interest in cardiovascular medicine. Student members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office.

Section 8:Honorary Members

Honorary members shall be persons designated by the Board of Directors for their contributions to the field of health care, the physician assistant profession and/or cardiovascular medicine. Honorary members shall be entitled to privileges of the floor, but shall not be entitled to vote or hold office. They shall be exempt from payment of dues.

Section 9: Dues and Assessments

The amount of annual dues and assessments and the manner of payment shall be determined by the Board of Directors.

Section 10: Nonliability of Members

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 11: Termination of Membership

The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. (2) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date.

Section 12: Rights upon Termination of Membership

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 13: Non-discrimination Membership

In the Association Membership shall not be denied or abridged because of sex, color, creed, race, religion, disability, or ethnic origin.

ARTICLE IV: Discipline

Section 1: Judicial Body The Board of Directors shall serve as the judicial body of the Association.

Section 2: Procedure To protect against misconduct by members of the Association, any member may, in good faith, prefer charges against another member who is believed to have violated the principles of medical ethics or the rules and regulations of this Association, or who is believed to be otherwise guilty of conduct justifying censure, suspension, or expulsion from the Association. Such charges shall be in writing and signed by the accuser or the accusers and state the acts or conduct complained of. Such charges must be filed with the Secretary of the Association who shall send a copy to the President and each member of the Board, and to the accused member. A date shall be set thereafter within a reasonable time for a meeting of the Board for purposes of considering such charges. Said meeting shall be held not later than one hundred eighty (180) days after the date such charges are filed with the secretary. At such meeting, the Board shall give both the accused and accuser every opportunity to be heard on the charges presented. No technical rules of evidence shall apply, and all parties to the charges shall be given a full opportunity to present all arguments both written and oral. Within fifteen (15) days following the conclusion of the hearing, the Board of Directors shall render a decision. The affirmative vote of a majority of the members present during said hearing and otherwise constituting a quorum shall constitute the decision of the Board, which shall either exonerate, censure, suspend, or expel the accused from the Association. The Board's decision shall be in writing and shall state its decision without statement or opinion about the case. The decision shall be signed by the President and Vice-President.

Section 3: Appeal Any member censured, suspended, or expelled by the Board of Directors may appeal such action within six (6) months after notice is provided in writing of the decision of the Board. The Board of Directors shall designate a time and place for the hearing of such appeal and shall give the appealing member and his/her representative reasonable opportunity to be heard. The majority vote of a quorum of the Board shall either sustain or reverse such censure, suspension, or expulsion. Such decision of the Board shall be final.

Section 4: Suspeneded and Expelled Members Any member who is under sentence of suspension or expulsion of membership shall not be entitled to any of the rights or benefits of the organization, or be permitted to take part in any of the proceedings until he or she has been reinstated.

Section 5: Violation of Professional Practice Statutes If any member has their physician assistant license, certificate, registration, or temporary permit currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations, then their APAC membership shall be automatically revoked. Any individual who has their physician assistant license, certificate, registration, or temporary permit currently revoked as the result of a final adjudicated disciplinary action for violation of their professional practice statutes or regulations shall be ineligible to apply for APAC membership during the period of that revocation. Revocation of membership under this section may not be appealed.

ARTICLE V: Meetings of Members

Section 1: Member Meetings The members shall hold meetings at such time and at such places as shall be designated by the Board of Directors, but in no event shall there be less than one such meeting in any calendar year, for the purpose of transacting such business as may come before said meeting.

Section 2: Notice of Meetings Notice of meetings shall be in writing. A copy of the notice shall be given to each member no less than 60 days before the date of the meeting. Special meetings of APAC may be called by President and/or by a majority of the Board of Directors.

Section 3: Voting on Motions Each fellow member is entitled to one vote on meeting motions.

Section 4: Majority Action as Membership Action Every act or decision done or made by a plurality of voting members present at a duly held meeting is the act of the members, unless the law, the Articles of Incorporation of APAC, or these Bylaws require a greater number.

Section 5: Conduct of Meetings Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in his or her absence, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. The Secretary and Treasurer of the corporation shall act as Secretary and Treasurer of all meetings of members, provided that, in absence of either, the presiding officer shall appoint another person to act as Secretary or Treasurer of the Meeting. Meetings shall be governed by Sturgis: Standard Code of Parliamentary Procedure, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of APAC, or with any provision of law.

Section 6: Action by written ballot without a Meeting Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 2 of this Article. The ballots must specify the time by which they must be received by the corporation in order to be counted. Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a director. A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

ARTICLE VI: Board of Directors

Section 1: Number of Directors There shall be thirteen (13) Directors of APAC, consisting of: the president, immediate past president, vice president, secretary, treasurer, five (5) regional Directors, and three (3) Directors at large. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Section 2: Authority In addition to the powers and authorities by these bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of APAC and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by the members.

Section 3: Specific Powers and Duties It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents and employees of the corporation; (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation and notices of meetings physically or electronically mailed or telegraphed to them at such addresses shall be valid notices hereof.

Section 4: Annual Election of Directors The annual election of the Board of Directors shall be held by written ballot in June. To be eligible to hold office on the Board of Directors, the candidate must be Fellow member of the association and also be a member of AAPA in good standing.

Section 5: Term of Office The President after serving one year as president will become the Immediate Past President. The office of Vice President shall after one year of service as Vice President assume the office of President. The term of office for Vice President, President and Immediate Past President is one year. The following Board members shall serve two year terms and be elected in even numbered years: North Central Regional Director, West Regional Director, Treasurer and two At-Large Director. The following Board members shall serve two year terms and be elected in odd numbered years: North East Regional Director, South Central Regional Director, South East Regional Director, Secretary and one At-Large Director. The delegate for the AAPA House of Delegates shall be chosen from among the APAC Board of Directors by the APAC Board of Directors on or before July 15. The term of office shall be from July 1of the election year to June 30 of the following year or two year intervals of the same.

Section 6: Election of Board APAC shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature, size and operations of APAC, and shall include: (a) A reasonable means of nominating persons for election as Directors. (b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy. (c) A reasonable opportunity for all nominees to solicit votes. (d) A reasonable opportunity for all members to choose among the nominees. Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage), the APAC shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the APAC within five (5) business days after the request allows the nominee, at the APAC's option, the right to do either of the following: 1. inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the APAC, which demand shall state the purpose for which the inspection rights are requested; or 2. obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. If the APAC distributes any written election material soliciting votes for any nominee for director at the APAC's expense, it shall make available, at the APAC's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election. Election of the Board of Directors will be held in June. Ballots will be mailed no later than April 1rst and must be returned (not postmarked) by May 15th. Declaration of candidacy for elected office on the Board of Directors will be open from January 1rst to March 15th. Ballots may be cast at the annual AAPA conference and a final count of mailed written ballots and written ballots received at the AAPA annual conference will then be made. Candidates may self-declare or may be nominated by any fellow member. Declaration is considered official when a self declaration or an acceptance of nomination is received in writing by the secretary. All candidates shall be fellow members. All candidates for regional director may only run in the region wherin they reside as of the record date.

Section 7: Voting A majority of valid ballots otherwise shall elect the vice president, secretary, and treasurer. In the event that there is no majority, a run-off election between the two candidates receiving the most votes for the affected office shall be held. A majority of valid ballots shall elect in a runoff election. Cumulative voting for the election of Directors shall not be permitted.

Section 8: Directors-At-Large The candidates for director-at-large receiving the highest number of votes cast shall be elected to office, up to the number of available positions.

Section 9: Regional Directors Only those members eligible to vote and residing in one specific region at the time of the record date may vote for that region's candidates. A majority of valid ballots shall elect the regional director. In the event that there is no majority, a run-off election between the two candidates receiving the most votes for the affected office shall be held. The candidate receiving the highest number of votes shall be elected in a runoff election. There shall be five (5) regions for purposes of electing regional Directors. Region 1, Northeast, shall consist of the states of Connecticut, Maine, Vermont, New Hampshire, Massachusetts, New York, Pennsylvania, New Jersey, and Rhode Island. Region 2, Southeast, shall consist of the states of Delaware, Maryland, Virginia, West Virginia, Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Alabama, Florida, and the District of Colombia. Region 3, North Central, shall consist of the states of Ohio, Indiana, Michigan, Wisconsin, Illinois, Missouri, Iowa, Minnesota, North Dakota, South Dakota, and Nebraska. Region 4, South Central, shall consist of the states of Mississippi, Arkansas, Louisiana, Texas, Oklahoma, Kansas, Colorado, and New Mexico. Region 5, West, shall consist of the states of Montana, Wyoming, Idaho, Utah, Arizona, Nevada, Oregon, Washington, California, Alaska, and Hawaii.

Section 10: Compensation of Directors Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

Section 11: Restriction Regarding Interested Directors Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either: (a) Any person currently being compensated by the APAC for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 12: Place and Time of Meetings The Board of Directors shall hold meetings at such time and at such places as shall be designated by the president, but in no event shall there be less than one such meeting in any calendar year.

Section 13: Special Meetings Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, the Treasurer, or by any two Directors, and such meetings shall be held at the place, within or without the State of Pennsylvania, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the APAC. The object of any special meeting shall be stated in the call and no other business shall be transacted.

Section 14: Notice of Meetings Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally, by telephone, telegraph, or electronic mail. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each director at his or her address as shown on the books of the APAC.

Section 15: Quorum for Meetings A quorum shall consist of seven (7) Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 16: Majority Action as Board Action Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

Section 17: Action by Unanimous Written Consent Without Meeting Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Section 18: Board Vacancies In the event of vacancy the Board of Directors, at any meeting thereof, may appoint such additional officers with such title, authority, and duties as it may deem advisable until the following elections. The Board will set the amount of any compensation for additional officers or office personnel and will have the right to remove or replace any appointees at the Board's discretion.

Section 19: Removal from the Board Any officer may be removed from office, for cause, at any time by the affirmative vote of a majority of the Board provided that the affected officer shall have been given written notice of the charges and offered an opportunity to appear and be heard on the matter before the Board of Directors takes final action.

Section 20: Appeal The officer may appeal such action, in writing, within six months after notice of removal is given and the Board has taken action to remove the officer. The Board of Directors shall designate a time and place for the hearing of the appeal. After giving the officer and representatives reasonable opportunity to be heard, the Board of Directors shall, by a majority vote either sustain or reverse the removal of the officer. The decision of the Board of Directors shall be final.

Section 21: Director Liability A director shall not be personally liable for monetary damages, for any action taken, or any failure to take action unless the director has breached or failed to perform the duties of office set forth in section 8363 of Pennsylvania Act 145 of 1986, known as the Directors liability act, and the breach or failure to perform constitutes self dealing, willful misconduct, or recklessness.

ARTICLE VII: Officers

Section 1: President The President shall preside at all business meetings of the organization and of the Board of Directors. He or she shall make a full report of the year's activities at the annual meeting of the organization. He or she shall coordinate agendas for future meetings, preside at meetings and maintain order, and set up forums for discussion. He or she shall appoint all standing committees and designate their chairs, subject to approval of the Board of Directors.

Section 2: Vice President The Vice President shall assume the duties of the President during meetings in his absence. The Vice President will organize and conduct, with the assistance of the Secretary, all annual elections and be chair of the Elections Committee.

Section 3: Immediate Past-President The Immediate Past President shall perform such duties as may be delegated by the President. The Immediate Past President will serve as chair of the Membership Committee.

Section 4: Secretary The Secretary shall keep minutes of all meetings of the organization, be responsible for all organization communications, assist the Vice President on elections, notify all members of all meetings, record and file all membership applications. The Secretary shall serve on the Elections Committee. He or she shall also perform such duties as may be assigned by the President.

Section 5: Treasurer The Treasurer shall maintain accurate record of the financial status of the organization and is responsible for the collection of yearly dues from all members, depositing in the organization's account all money received by the organization and with the President's or Vice-President's approval and co-signature paying all bills approved by the organization, and recording all receipts of those payments. The Treasurer's records shall be audited every year upon leaving office. The method of audit will be determined by the Board of Directors. The Treasurer shall serve on the Sponsorship Committee.

ARTICLE VIII: COMMITTEES

There shall be such committees as may be specified by the Board of Directors with such authority and responsibility as may be delegated by the Board of Directors or specified in the bylaws. There shall be the following Standing Committees: a) Membership, b) Elections, c) Sponsorship, and d) CME.

Section 1: Membership Committee

The Membership Committee shall encourage and promote the increase of APAC membership by coordinating the recruitment, retention, and development of the organization's members. The members shall serve for a term of one year starting July 1 and ending June 30 of the following year.

Section 2: Elections Committee

The Elections Committee shall prepare a slate of candidates to fill positions on the Board of Directors and AAPA House of Delegates. The committee shall establish rules and regulations governing the elections. The committee shall conduct the elections in the manner discussed in Article VI sections 4 and 6. The members shall serve for a term of one year starting July 1 and ending June 30 of the following year.

Section 3: Sponsorship Committee

The Sponsorship Committee shall encourage and promote the increase of APAC sponsorship by coordinating the recruitment, retention, and development of the organizations sponsors. The members shall serve for a term of one year starting July 1 and ending June 30 of the following year.

Section 4: CME Committee

The CME Committee shall be in charge of coordinating the notification of the membership of upcoming events. The committee shall be responsible for planning and executing any CME activities sponsored by APAC. The members shall serve for a term of one year starting July 1 and ending June 30 of the following year.

Section 5: Special Committees

Special (ad hoc) committees may be appointed by the President with the concurrence of the Board of Directors for such special tasks as circumstances warrant.

Section 6: Appointment and General Duties of Committees

All committee members shall be appointed by the President with the majority approval of the Board of Directors, and shall be subject to removal by the President. Committees shall be responsible to the President and Board of Directors. Committees shall hold regular meetings and shall make quarterly reports to the Board of Directors through the President.

ARTICLE IX: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 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 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.

Section 2: 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 shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation.

Section 3: Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the specific purposes of this corporation.

ARTICLE X: FISCAL YEAR

Section 1: Fiscal year of the Corporation The fiscal year of the corporation shall begin on the first day of June and end on the last day of May in each year.

ARTICLE XI: AMENDMENTS

Section 1: Generally The bylaws and articles shall be amended by resolution of the Board of Directors and by the vote of the membership.

Section 2: Voting An affirmative vote of two thirds (2/3) of both a quorum of the Board and of the ballots cast by the membership shall amend the articles and/or bylaws.

Section 3: Notice Notice of the proposed amendments shall be mailed to the members at least sixty (60) days prior to the vote. Ballots shall be distributed by the secretary/treasurer to the voting membership at least thirty (30) days prior to the vote. For purposes of this section the record date for determining members allowed to vote shall be ninety (90) days prior to the vote.

ARTICLE XII: PROHIBITION AGAINST SHARING CORPORATE PROFITS

Section 1: Prohibition against sharing Corporate Profits No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profits from the operations of the corporation, provided however, that this provision shall not prevent payment to any person of reasonable compensation for services performed for the corporation in effecting any of its purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors. Notwithstanding the above, the assets of the corporation will be distributed upon dissolution to a non-profit physician assistant organization as specified by the current Board of Directors. Written Consent of Incorporators Adopting Bylaws

We, the undersigned, are all of the persons named as the incorporators in the Articles of Incorporation of ASSOCIATION OF PHYSICIAN ASSISTANTS IN CARDIOLOGY, INC., a Pennsylvania nonprofit corporation, and, pursuant to the authority granted to the incorporators by the Pennsylvania Legal Code, Title 19, Chapter 41, subchapter A, section 41.1 to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of fifteen pages, as the Bylaws of this corporation.

Dated: December 15, 2003

John Flesher, Incorporator

Jonathan Skillings, Incorporator