AMENDED BYLAWS OF PROSAMI

A VIRGINIA NONSTOCK CORPORATION

ARTICLE I:MEMBERSHIP
Section 1. Membership. The membership of PROSAMI shall have three classes of members: Effective Members, Supportive Members and Honorary Members.

Section 2. Effective Members. Effective members are the sole members having the right to vote as herein provided. Effective members shall consist of the 1) founders who are the founding members of PROSAMI that actively participated in the creation of PROSAMI, and 2) the adherent members which include only those individuals specifically nominated as an Adherent member by the Board of Directors.

Section 3. Supportive Members. Supportive members shall be those persons who donate time, expertise or financial contributions to PROSAMI. Supportive members do not have a right to vote but are encouraged to attend meetings when invited and provide advice for consideration by the Board of Directors.

Section 4. Honorary Members. Honorary members are those persons, who by their current vocation, academic and/or research accomplishments and clinical experience, are deemed by the Board of Directors as a key promoter of PROSAMI. Honorary members do not have a right to vote but are encouraged to attend meetings when invited and provide advice for consideration by the Board of Directors.

Section 5. Member Definition. Any entity from one of the following categories may be a Supportive or Honorary member: all persons, medical care providers, associations, corporations, firms, educational and research institutions, and governmental organizations wishing to participate in clinical, research and educational efforts for the purposes of supporting PROSAMI.

Section 6. Other Classifications of Membership, Dues, Fees. The voting members of PROSAMI shall have the power to establish and designate such other classifications of memberships, and such dues formulae, fees or other charges as may be needed to support and maintain the purposes, activities, and programs of PROSAMI.

Section 7. Transfer. Pursuant to VA Code Section 13.1-837, memberships shall not be transferable.

ARTICLE II: BOARD OF DIRECTORS

Section 1. Authority and Responsibilities. The power, authority, property, and affairs of PROSAMI shall at all times be exclusively exercised, controlled, and conducted by or under the authority of the Board of Directors in the United States subject to any limitations set forth in the Articles of Incorporation and in accordance with the Virginia Nonstock Corporation Act as it now exists or hereafter may be amended.

Section 2. Board of Directors. The Board of Directors that shall constitute the whole Board of Directors shall initially consist of two (2) Directors as prescribed in the Articles. Thereafter, at the organization meeting or special meeting called for elections, the Board of Directors shall be composed of at least five, but not more than seven (7) voting members, and must include the President, Vice President, Secretary, and Treasurer.

Section 3. Term of Directors. The term of office of the elected Directors shall be three (3) years or until their successors have been elected and assume office. Directors may be elected to serve successive terms.

Section 4. Nominations and Vacancies. When a vacancy or vacancies occur upon the expiration of the term of office of a voting Director or Directors, the voting Directors whose terms do not expire shall, at the annual meeting, elect the successor Director or Directors to fill the vacancies. Vacancies shall be filled by an affirmative vote of a majority of the voting members of the then Board of Directors, though not less than a quorum of the voting Directors.
When a vacancy or vacancies occur during the unexpired term of a voting Director or Directors, the Board of Directors may, at its discretion, upon majority vote of the remaining voting Directors then in office appoint an interim voting Director or Directors to fill the Director vacancy or vacancies until the next annual meeting of the Board of Directors. Such vacancy or vacancies filled by appointment are interim and the vacancy or vacancies shall become part of the election process for Directors at the next annual meeting.
Vacancies shall be filled by the affirmative vote of a majority of the voting members of the then Board of Directors, though less than a quorum of the voting Directors.

Section 5. Actions Taken By The Board of Directors Without Meeting. Any action taken or required to be taken at any meeting of the Board of Directors may be taken without a meeting if all voting members of the Board of Directors consent in writing to such action. Such written consents shall be recorded in the minutes reflecting the action taken.

Section 6. Notice of Meetings. Notice of all meetings of the Board, both regular and special, shall be given to each Director of the Board. Notice shall be given not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail addressed to the member at his address as it appears in the membership books, with postage thereon prepaid.
Notice of any special meeting shall state the purpose of the meeting. A voting Director who submits a signed, written waiver of notice whether before or after the date and time stated in such notice may waive notice of a meeting of the Board of Directors. A voting Director’s attendance at or participation in a meeting waives any required notice of the meeting unless at the start of such meeting or promptly upon arrival the voting Director objects to holding the meeting or transacting business at the morning, and does not thereafter vote for or assent to action taken at the meeting.

Section 7. Compensation and Reimbursement. No Director, except those officers specifically approved by the Board of Directors, shall receive any compensation for services rendered as Director. Directors, however, shall, at their request, be reimbursed for actual and necessary travel and subsistence expenses incurred by them in the performance of their duties.

Section 8. Rules and Regulations. The Board of Directors may adopt rules and regulations not inconsistent with these Bylaws or with the Articles of Incorporation, and may alter, amend, or repeal any such rule or regulation.

Section 9. Honorary Board of Directors. An Honorary Board of Directors may be established in any Country or Region where PROSAMI is either operating or intending to operate. The role of the Honorary Board of Directors is to provide guidance to the Board of Directors regarding local culture, education and other matters of relative importance regarding operations within that Country or Region.

ARTICLE III: OFFICERS
Section 1. Number, Election and Terms. The officers of PROSAMI shall consist of a President, who shall be a Director, a Vice-president, a Secretary and a Treasurer. Any officer may hold more than one office.
All officers, with the exception of the President, shall be elected at the annual meeting of the Board of Directors held immediately after the annual meeting of
the members. Directors may be officers. Elected officers shall take office immediately upon election. Officers shall hold office for a term of one year and until their respective successors are elected.
The President shall be elected bi-annually at the same time as the other officers and shall hold office for a period of two years.
All persons elected as an officer may serve consecutive terms.

Section 2. Removal and Vacancies. Any officer may be removed summarily with or without cause at any time whenever a majority of the Board of Directors in their absolute discretion shall consider that the best interests of PROSAMI would be served thereby. Any officer proposed to be removed shall be entitled to at least five (5) days notice, in writing, by mail or personal delivery, of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

Section 3. Duties.
President. The president shall preside at all meetings of the Board of Directors and members, present at each annual meeting of the members and Board of Directors a report of the condition of the business of PROSAMI, cause to be called regular and special meetings of the members and Directors in accordance with these Bylaws, sign and make all contracts and agreements in the name of PROSAMI, see that corporate records required by the statutes are properly kept and filed according to law, appoint and remove, employ and discharge and fix the compensation of all servants, agents, employees and clerks of the corporation other than the corporate officers, subject to the approval of the Board of Directors, and perform all other duties incident to his position and office, and which are required by law.
Furthermore, at any time the number of votes cast by the voting Directors is evenly divided, the President shall make the final decision.
Vice-President. The Vice-President shall, during the absence or inability of the President to render and perform his duties or exercise his powers, perform the duties and exercise the powers of the President.
Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the members in appropriate books, give and serve all notices of PROSAMI, be custodian of the records and of the seal, keep the membership books in the manner prescribed by law, and perform all other duties incident to the office of Secretary.
Treasurer. The Treasurer shall have the care and custody of and be responsible for
all the funds, property and securities of PROSAMI, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, he or she may endorse on behalf of PROSAMI for collection, checks, notes and other obligations, and shall deposit same to the credit of PROSAMI at such bank or banks or depository as the Board of Directors may designate. He or she shall enter regularly on the books of PROSAMI to be kept by him or her for that purpose, full and accurate accounts of all monies and obligations received and paid or incurred by him or her for or on account of PROSAMI, and shall exhibit at all reasonable times such books and accounts to any Director or member of PROSAMI upon application at the principal place of business during business hours. Furthermore, he or she shall render a statement of the financial condition of PROSAMI at each regular meeting of the Board of Directors and at the annual meeting of the members and at such other times as shall be required of him. Certain duties of the Treasurer as may be specified by the Board of Directors may be delegated to the President or a designated member of the President’s staff. Otherwise, he or she shall perform all other duties appertaining to the office of the Treasurer.

Section 4. Compensation. The officers shall receive such compensation as may be determined by the Board of Directors.

ARTICLE IV:MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of PROSAMI shall end on December 31 in each year.

Section 2. Contracts, Checks, Deposits and Funds. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of PROSAMI; such authority may be general or confined to specific instruments.

Section 3. Checks, Drafts, etc. All checks, notes, drafts and other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of PROSAMI, shall be signed by such persons as the Board of Directors from time to time may authorize. In the absence of such determination, such instruments may be signed by the Treasurer and countersigned by one other officer.

Section 4. Deposits. All funds of PROSAMI shall be deposited from time to time to the credit of the PROSAMI in such banks or other depositories as the Board of Directors may select.

Section 5. Gifts. The Board of Directors may accept on behalf of PROSAMI any contribution, gift, bequest or devise for the general purposes or for any special purposes of PROSAMI.

Section 6. Records. PROSAMI shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and shall keep at its registered office or principal office a record giving the names and addresses of all Directors. All books and records of PROSAMI may be inspected by any Director for any proper purpose at any reasonable time.

Section 7. Seal. The Board of Directors may provide for a corporate seal but failure to provide for one or to affix it to documents shall not affect the validity of the instrument.

Section 8. Indemnification. Each person who at any time is or shall have been a Director, officer, employee or agent of PROSAMI, or is or shall have been serving at the request of PROSAMI, as a Director, officer, employee or agent if another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by PROSAMI in accordance with and to the full extent permitted by the Virginia Nonstock Corporation Act as in effect at the time of the adoption of these Bylaws or as amended from time to time. The foregoing right of indemnification shall be not deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any Bylaw, agreement or otherwise.

Section 9. Insurance. If authorized by the Board of Directors, PROSAMI may purchase and maintain insurance on behalf of any director, officer, employee or agent of PROSAMI to the full extent permitted by the Virginia Nonstock Corporation Act in effect at the time of the adoption of these Bylaws or as amended from time to time.

Section 10. Dissolution. In the event of dissolution or termination of PROSAMI, the Board of Directors shall, after the payment of all liabilities of PROSAMI, dispose of all assets of PROSAMI exclusively for the objectives of the corporation, in such manner, or to such organization or organizations organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 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 then 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.

Section 11. Amendment of Articles of Incorporation. The Articles of Incorporation may be amended by the voting members of the Board of Directors at any regular or special meeting of the Directors upon any proposed amendment receiving the unanimous vote of the Directors in office.
Section 12. Amendment or Repeal of Bylaws. The power to alter, amend or repeal the Bylaws, or to adopt new Bylaws, shall be vested in the Board of Directors, and may be amended at any regular or special meeting of the Directors upon any proposed amendment receiving the unanimous vote of the Directors in office. No amendment to these Bylaws shall be made which is not in conformity with PROSAMI’s Articles of Incorporation.