Bylaws

Section 1.1 Principal Office. The principal office of the Corporation in the State of Colorado shall be located in Denver, Colorado. The Corporation may have such other offices, either within or outside of the State of Colorado, as the officers may designate, or as the business of the Corporation may require from time to time.

Section 1.2 Registered Office. The registered office of the Corporation, required by the Colorado Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the officers.

Section 2.1 Members. Membership in the Corporation shall consist of three classes

• a.Fellow Members are members of the Corporation who are Certified Anesthesiologist Assistants who work are licensed and currently work in the state of Colorado. Fellow members are the only Voting Members. Voting members shall elect the Corporation's officers and fulfill all other duties as may be required under the Bylaws, the Articles, and the laws of the State of Colorado.
• b.Associate Members are those members of the Corporation who (i) are physician affiliate-board certified or eligible anesthesiologists; (ii) are residents associated with an anesthesiology training program and (iii) are Certificated Anesthesiologist Assistants who do not practice in the State of Colorado (iv) companies, corporations, practice groups or associations. Associate Members shall enjoy all benefits which shall accrue to the Corporation, but shall have no voting rights or any rights or privileges to the governance of the Corporation.
• c.Student Members are those members of the Corporation who are currently enrolled in an accredited Anesthesiologist Assistant program.
  
  Members shall be admitted to membership in the Corporation after filling out a membership application for review and being accepted by the officers.

A membership fee shall be established by the officers. The Corporation reserves the right to refuse membership to any individual who does not adhere to the support of anesthesiologist assistants as a profession.

Section 2.2 Annual Meeting. There shall be at least one annual meeting of the members of the COAAA for the purpose of advancement of COAAA interests and discussion of necessary business. The locations and dates of the annual meeting shall be approved by the officers.

Section 2.3 Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the officers and shall be called by the President at the request of one tenth of the members.

Section 2.4 Voting. Each member shall have one (1) vote for matters that are not determined solely by the officers. Members' voting would include voting for the officers.

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by its officers.

Section 3.2 Number. The officers of the Corporation shall be President, Vice President, Secretary and Treasurer. Any two or more offices may be held by the same person.

Section 3.3 Election and Term of Office. The President, Vice President, Secretary and Treasurer of the Corporation shall serve a two (2) year term and be elected. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 3.4 Removal. Any officer or agent may be removed whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the other officers for the unexpired portion of the term.

Section 3.6 Performance of Duties. An officer of the Corporation shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. A person who performs his or her duties shall not have any liability by reason of being or having been an officer of the Corporation. Those persons and groups on whose information, opinions, reports, and statements an officer is entitled to rely upon are counsel, public accountants, or other persons as to matters which the office reasonably believes to be within such persons' professional or expert competence.

Section 3.7 President. The President shall be the chief executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the members and of the officers. He or she may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the officers, deeds, mortgages, bonds, contracts, or other instruments which the officers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the officers or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the officers from time to time.

Section 3.8 Vice President. The Vice President (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. A Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the officers.

Section 3.9 Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Officers; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the officers.

Section 3.10 Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IV of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the officers. The Treasurer shall be released and discharged of all liabilities and responsibility for any monies, securities, and other assets of value committed by the officers to the custody of any person over whom he or she shall have no direction or control.

Section 3.11 Loans to Officers. No loans shall be made by the Corporation to any officer of the Corporation.

Section 3.12 Special Meetings. Special meetings of the officers may be called by or at the request of the President or any two officers.

Section 3.13 Quorum. One-half of the number of officers shall constitute a quorum for the transaction of business at any meeting of the officers, but if less than such number is present at a meeting, a majority of the officers present may adjourn the meeting from time to time without further notice.

Section 3.14 Informal Action by Officers. Any action required or permitted to be taken by the officers thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the officers entitled to vote with respect to the subject matter thereof.

Section 3.15 Resignation. Any officer of the Corporation may resign at any time by giving written notice to the President or the Secretary of the Corporation. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.16 Compensation. Officers shall not receive any compensation for their services in such capacity, but may be reimbursed for their expenses of attendance at meetings; provided, that nothing herein contained shall be constructed to preclude any officer from serving the Corporation in any other capacity and receiving reasonable compensation for personal services actually rendered. Officers shall be entitled to reimbursement for any documented expenses of the Corporation paid by the officer.

Section 3.17 Presumption of Assent. An officer of the Corporation who is present at a meeting of the officers at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by email to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to an officer who voted in favor of such action.

Section 4.1 Contracts. The officers may authorize any officer agent, 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.

Section 4.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the officers. Such authority may be general or confined to specific instances.

Section 4.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the officers.

Section 4.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the officers may select.

Section 4.5 Gifts. The officers may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the Corporation.

The officers, employees and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion and national origin.

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the officers.

Electronic Communications and Signatures. Electronic communications, records, and signatures may be used in connection with all matters contemplated by these Bylaws except to the extent prohibited by applicable law. Except as may be specifically set forth herein, the parties may use and rely upon electronic communications, records and signatures for all notices, waivers, consents, undertakings and other documents, communications or information of any type sent or received in connection with the matters contemplated by these Bylaws. An electronically transmitted (but not oral) document shall be deemed to satisfy any requirement under these Bylaws or applicable law that such document be “written,” “in writing” or the like. An electronic signature or electronically transmitted signature by any person on any document (properly authenticated) shall be deemed to satisfy any requirement under these Bylaws or applicable law that such document be “signed” or “executed” by such person. An electronic transmittal or communication (but not oral) of a document shall constitute delivery of such document. Neither the Corporation nor any officer may contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files or electronic records are to be in writing or signed by the party to be bound thereby.

The fiscal year of the Corporation shall end on the last day of December in each calendar year.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the members.