GLVIPA Bylaws

ARTICLE I

STATEMENT OF POLICY; NONPROFIT CORPORATION

1.1 Statement of Policy. The policy of the Greater Lehigh Valley Independent Practice Association, Inc. (the “Corporation”) is that its activities shall be to promote the economic well being of its members (the “Physician Members”), act as a member of the Lehigh Valley Physician-Hospital Organization, Inc. (the “PHO”), join in the development of managed health care programs, and in the planning, development and implementation of ventures for the delivery of cost effective and quality health care services through physicians in private practice where participation and cooperation by health care institutions and physicians would be necessary or desirable for the successful delivery of such services. Notwithstanding any other stated purpose of the Corporation or any other provision of these its Bylaws, the Corporation shall have as a lawful purpose to initiate, negotiate and enter into contractual relationships with insurers, employers and managed care organizations to furnish and provide a comprehensive array of health care services. The Corporation shall not directly employ an individual to practice medicine.

1.2 Nonprofit Corporation. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any trustee, officer or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.

1.3 Dissolution. Upon dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation to the Physician Members of the Corporation on a pro rata basis based upon amounts contributed to the Corporation (after payment of amounts due with respect to subventions, if any) to the extent the distribution of the Corporation’s net assets to its Physician members is then permissible under all applicable laws. To the extent such distribution of net assets would be unlawful, the Board of Trustees shall, to the extent permissible under applicable law, dispose of the Corporation’s net assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated for purposes substantially similar to or consistent with the purposes of the Corporation, as the Board of Trustees shall determine. 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.

ARTICLE II

OFFICES

2.1 Registered Office. The location and post office address of the registered office of the Corporation in Pennsylvania shall be specified in the Articles of Incorporation.

2.2 Other Offices. The Corporation shall also have offices at such other places within or without the Commonwealth of Pennsylvania as the Board of Trustees may from time to time appoint and the business of the Corporation may require.

ARTICLE III

PHYSICIAN MEMBERS

3.1 Physician Membership. The Corporation shall have as its members physicians who:

(a) are licensed to practice medicine, dentistry, psychology or podiatry in the Commonwealth of Pennsylvania;

(b) are members in good standing of the Medical Staff at the Lehigh Valley Hospital (“hospital”);

(c) agree to be bound by the Corporation’s Articles of Incorporation, these Bylaws and the terms of the Participating Provider Agreement between each such physician and the PHO (the “Participating Provider Agreement”), in each case as amended from time to time (as well as any agreement contemplated by the Participating Provider Agreement);

(d) pay (or have paid on their behalf) the initial membership fee of One Thousand Dollars ($1,000) and thereafter pay (or have paid on their behalf) not later than thirty (30) days prior to the Corporation’s annual meeting an annual membership fee not to exceed One Thousand Dollars ($1,000) (or such lesser amount, including zero

($0), as is determined by the Board of Trustees from time to time);

and

(e) satisfy such other membership criteria as the Corporation’s Board of Trustees may from time to time establish.

Any physician who is on the Hospital’s Medical Staff and who seeks to become a Physician Member of the Corporation at some time following the initial period for solicitation of Physician Members (the “Initial Solicitation Period”) shall be required to pay the initial membership fee of One Thousand Dollars ($1,000) as well as the cumulative total of all annual membership fees assessed against the Physician Members since the termination of the Initial Solicitation Period. Any physician who becomes a member of the Hospital’s Medical Staff subsequent to the Initial Solicitation Period and who then seeks to become a Physician Member of the Corporation shall be required to pay the initial membership fee of One Thousand Dollars ($1,000) and shall be responsible for the cumulative total of all annual membership fees assessed against the Physician members since the physician joined the Hospital’s Medical Staff.

3.2 Sanction of Physician Member. Each of the following grounds will constitute sufficient reasons for the Corporation to terminate involuntarily a Physician Member’s membership in the Corporation or to impose such intermediate sanctions as the Board may determine appropriate from time to time. The imposition of a termination sanction or an intermediate sanction will take effect immediately upon written notice of the proposed sanction sent by certified or registered mail, return receipt requested, to such Physician Member. Subsections (a) through (l) of this Section 3.2 shall be deemed adequate reason for the Board of Trustees to terminate a Physician Member’s Membership in the Corporation. Subsection (m) of this Section 3.2 shall provide sufficient grounds for the Board of Trustees to impose a lesser intermediate sanction upon a Physician Member.

(a) if the Physician Member’s Medical Staff membership or privileges at the Hospital are involuntarily terminated, suspended, revoked, or otherwise reduced in a manner which involves the Hospital Medical Staff’s Fair Hearing and Appellate Review Process, or if he or she resigns or agrees to a suspension or reduction of such membership or privileges in lieu of or to avoid any such involuntary action.

(b) if the Physician Member’s license to practice medicine or specialty board certification is revoked or suspended, or his or her Federal Drug Enforcement Agency registration is revoked or suspended;

(c) if the Corporation determines that such termination is appropriate based upon (A) a recommendation of the Utilization Review/Quality Assurance Committee of the PHO that the Physician Member has failed to comply with the standards and procedures of the PHO’s case management system and (B) approval of such recommendation by the Board of Trustees in a resolution adopted pursuant to the affirmative vote of at least three-fourths (3/4) of the Trustees;

(d) if the Physician Member’s professional liability insurance maintained in accordance with the terms of the PHO’s Participating Provider Agreement is canceled or suspended;

(e) if the Physician Member is convicted of any criminal charge relating to the practice of medicine;

(f) if the Physician Member is arrested or indicted on any criminal charge relating to the practice of medicine, and the Board determines, in its sole discretion, that, in light of such arrest or indictment, termination of his or her membership would be in the best interest of the Corporation;

(g) if the Physician Member is found by the appropriate licensure board to have violated any provision of the applicable code of medical ethics;

(h) if the Physician Member in a manner which relates to the practice of medicine becomes bankrupt and the Board determines, in its sole discretion, that termination of the Physician Member’s membership is required;

(i) if the Physician Member becomes a “Sanctioned Person” as such term is defined in the Participating Provider Agreement;

(j) if the Physician Member fails to pay the annual membership fee provided for in Section 3.1 (d) hereof; or

(k) if the Physician Member’s Participating Provider Agreement is terminated for any reason.

(l) if the Physician Member remains willfully noncompliant with the clinical integration program following reassessment and application of intermediate sanctions.

(m) If a Physician Member fails to comply with the requirements of a clinical integration program as adopted by the Board from time to time, the Board may impose any of the intermediate sanctions short of termination adopted by the Board as a part of such clinical integration program.

An involuntary termination of membership pursuant to this Section 3.2 may be appealed in accordance with the procedures set forth in Section 3.3 hereof. An intermediate sanction short of termination may not be appealed.

3.3 Appeals. Upon a Physician Member’s receipt of notice from the Corporation of the termination of his or her membership in the Corporation under Section 3.2 hereof, he or she may request reconsideration of that decision by making a written request to the Corporation, sent by certified or registered mail, return receipt requested, within twenty-one (21) days of the Physician Member’s receipt of the written notice of termination.

(a) A Physician Member who has made a timely written request for reconsideration shall receive a written notice of the time, date and place for a hearing before a committee of one or more persons designated by the Board of Trustees to hear the matter. Such hearing shall be scheduled within a reasonable period of time, not to exceed thirty (30) days after receipt of the Physician Member’s request for a hearing.

(b) The Physician Member may elect to appear personally before the committee or to submit a written presentation in support of his or her position, which shall be reviewed and considered at the hearing. Upon the Physician Member’s request, the committee may, in its sole discretion, permit: appearance of counsel for the Physician Member; calling of witnesses by the Physician Member and the committee; cross-examination of any witness; transcription of the proceedings; and submission of additional documentary evidence.

(c) The committee shall consider all relevant material and come to a final decision on the matter, which shall be communicated to the Physician Member in writing within a reasonable period of time, not to exceed thirty (30) days from the date of the hearing. Such decision shall be final and subject to no further appeal upon the giving of such written communication to the Physician Member.

(d) If a member files a timely appeal pursuant to this section, the effect of the filing shall be to place the member on suspension until the appeal is decided or withdrawn. If no appeal is taken or if an appeal is decided against a member, a member is automatically terminated without further action by the Corporation.

3.4 Annual Meeting. An annual meeting of the Physician Members shall be held in each calendar year on such day and at such time and place as the Board of Trustees shall fix, at which the Physician Members shall elect a Board of Trustees and shall transact such other business as may properly be brought before the meeting. Any business may be transacted at the annual meeting, irrespective of whether the notice of such meeting contains a reference thereto, except as otherwise provided by these Bylaws or by the Pennsylvania Nonprofit Corporation Law of 1988 (the “Nonprofit Law”).

3.5 Special Meetings. Special meetings of the Physician Members may be called for any purpose by the Board of Trustees, by any two (2) Trustees. Upon receipt of any written request from a source authorized to call such a meeting, it shall be the duty of the Secretary to call a special meeting of the Physician Members, to be held at such time, not more than sixty (60) days after the receipt of the request, as the Secretary may fix. If the Secretary shall neglect or refuse to issue such call, the person or persons making the request may issue the call. Business transacted at any special meeting of Physician Members shall be limited to the purposes stated in the notice with respect thereto.

3.6 Notice. Written notice of every meeting of the Physician Members, specifying the place, date of the meeting, and time, shall be given personally, by mail, email, or by telegram at least thirty (30) days prior to the meeting to each Physician Member entitled to vote, except in the case of the Annual Meeting of the members or a meeting at which a fundamental change (as contemplated in the Nonprofit Law) will be considered, in which case notice shall be given to such Physician Members at least thirty (30) days prior to the date of the meeting. The general nature of the business to be conducted at the meeting may be specified; it shall be specified in case of special meetings or when required by the Nonprofit Law.

3.7 List of Physician Members. Upon request of a Physician Member, the books or records of membership shall be produced at any regular or special meeting of the Physician Members. If at any meeting, the right of a person to vote is challenged, the presiding office shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be Physician Members entitled to vote may vote.

3.8 Quorum and Voting. The presence in person or by proxy of seventy (70) or more of the Physician Members shall constitute a quorum at any meeting. Voting of Physician Members may be in person or by proxy. Voting shall be by voice unless a motion requesting a ballot is made and approved by a majority of the Physician Members. Except as otherwise provided in herein, or in the Nonprofit Law, each Physician Member shall be entitled to one vote in all matters, and the affirmative vote on any matter by a majority of the Physician Members present at any meeting at which a quorum is present shall be required for action to be taken with respect to such matter.

3.9 Fundamental Changes. The affirmative vote of two-thirds (2/3) of Physician Members shall be required for the adoption of any “fundamental changes” in the Corporation as provided for in the Nonprofit Law.

3.10 Consent in Lieu of Meeting. Any action that may be taken at a meeting of the Corporation’s Physician Members may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a majority of the Physician Members.

3.11 Conference Telephone. One or more Physician Members may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

ARTICLE IV

BOARD OF TRUSTEES

4.1 Size of Board. The Board of Trustees of the Corporation shall consist of thirty-one (31) Physician Members of the Corporation who shall be chosen annually from the membership of the Corporation, as follows:

(a) from Physician Members who are practicing, general pediatricians, five (5) Class A trustees;

(b) from Physician Members who are practicing, general internists, five (5) Class B trustees;

(d) from all Physician Members who are not eligible under (a), (b), and (c) of this section, fourteen (14) Class D trustees.

(e) from those Physician Members who practice in the Bethlehem community, two (2) Class E trustees.

An initial Board of Trustees numbering five (5) may be appointed by the Incorporator of the Corporation and shall serve in office on an interim basis until the first annual meeting of the Physician Members.

4.2 Election of Trustees; Vacancies. After the appointment of the initial Board of Trustees, Trustees shall be elected at the annual meeting of Physician Members, except as provided in Section 4.3 hereof. At the first election of Trustees, all twenty-nine (29) Trustees shall be elected, and a lottery shall be conducted to assign the lengths of the terms of the initial Trustees; ten (10) Trustees shall have one (1) year terms, ten (10) Trustees shall have two (2) year terms and nine (9) Trustees shall have three (3) year terms. Thereafter, all Trustees shall be elected to serve for a term of three (3) years. Each Trustee elected shall hold office until his or her successor is elected and qualifies. Vacancies in Trustee positions, including vacancies resulting from any increase in the authorized number of Trustees, may be filled by a majority vote of the remaining Trustees (though less than a quorum) or by a sole remaining Trustee, with consideration of the staggering of terms established in this Section 4.2, and each person so elected shall be a Trustee to serve until the next election of the group of Trustees for which such Trustee has been chosen, and until a successor has been elected and qualified or until his or her earlier death, resignation or removal.

4.3 Resignations and Removals.

(a) Any Trustee may resign at any time by giving written notice to the Board of Trustees. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

(b) Any Trustee may be removed from office with or without cause by resolution of the Physician Members. Any Trustee shall be removed from office when by a majority vote the Board of Trustees shall find that the removed Trustee has a competitive conflict of interest. For purposes of this section 4.3(b), a competitive conflict of interest shall exist when a Trustee serves as an officer, director or senior manager (as that term may be construed in the discretion of the Executive Committee) of a managed care organization (which is not directly or indirectly affiliated with the Corporation) which does some or all of its business in some or all of the geographic region in which the PHO does business. For purposes of this subsection, a “managed care organization” shall include but not be limited to any HMO, PPO, PHO, PO, integrated delivery system, third party administrator or to any other entity which must obtain from the Commonwealth of Pennsylvania approval to engage in the organization, financing and delivery of health care services (this does not serve to disqualify individual physicians or groups who wish to sign individual contracts).

4.4 Annual Meeting. The Annual Meeting of the Board of Trustees shall be held at the principal office of the Corporation, or at such other place as the Board of Trustees may from time to time prescribe, immediately following the annual meeting of Physician Members at which such Trustees are elected, and no notice of such meeting shall be necessary to the newly elected Trustees in order to legally constitute the meeting, provided a quorum shall be present. Alternatively, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Trustees. At the first Board meeting following the Annual Meeting, the Board shall organize itself and elect the officers of the Corporation for the ensuing two (2) years and may transact any other business. The elected officer’s two year term must be in concert with their elected Board Term.

4.5 Regular Meetings. Regular meetings of the Board of Trustees may be held at such times and at such places as shall from time to time be designated by the Trustees. If such designation is by standing resolution of the Board of Trustees, no notice other than such resolution shall be required. If such designation is by resolution or consensus adopted at a duly convened meeting of the Board with respect to the next meeting of the Board, further notice need be given only to those Trustees not present at such duly convened meeting in person or by telephone, telegram, email, or mail, at least twenty-four (24) hours prior to such next meeting. In all other cases, notice shall be given to all trustees in person or by telephone, telegram, email, or mail, at least twenty-four (24) hours prior to any regular meeting.

4.6 Special Meetings. Special meetings of the Board of Trustees may be called by the Chairman, Vice Chairman or President on twenty-four (24) hours notice to each Trustee given either personally or by mail, email, telegram, or telephone. Special meetings shall be called by the Chairman, Vice Chairman, President or Secretary in like manner and on like notice on the written request of any Trustee. If the Chairman, Vice Chairman, President or the Secretary shall neglect to issue such call, the Trustee making the request may issue the call.

4.7 Purpose of Meetings. Notice of a regular meeting of the Board of Trustees shall specify the purpose of the meeting if the purpose of such meeting is to propose amendments to the Bylaws. Notice of a special meeting of the Board shall specify the general nature of the business to be transacted.

4.8 Conference Telephone. One or more Trustees may participate in a meeting of the Board of Trustees, or a committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4.9 Informal Action. Any action that may be taken at a meeting of the Trustees or of any committee of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Trustees or all of the members of the committee, as the case may be, and shall be filed with the Secretary of the Corporation.

4.10 Compensation. Trustees may receive such reasonable compensation for their services and expenses as the Board of Trustees shall present annually to the membership at the annual meeting of the Physician Members of the Corporation. Nothing herein contained shall be construed to preclude any Trustee from serving the Corporation in any other capacity and receiving compensation therefor.

4.11 Quorum and Voting. At all meetings of the Board of Trustees, the presence of a majority of the Trustees shall be necessary to constitute a quorum for the transaction of business. Unless otherwise provided herein or in the Nonprofit Law, the affirmative vote as to any matter of a majority of all Trustees shall be required for the Board of Trustees to take action with respect to such matter. If a quorum shall not be present at any meeting of the Board of Trustees, the Trustees present there at may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(a) Board members in good standing shall be entitled to vote via proxy ballot at a Board meeting at which a quorum is present.

ARTICLE V

COMMITTEES

5.1 Committees. The Board of Trustees may, by resolution, establish one or more committees. Any such committee, to the extent provided in the resolution creating it, shall have and may exercise the powers of the Board of Trustees in the management of the business and affairs of the Corporation. Except as otherwise provided in these Bylaws or in the resolution creating the particular committee, the chairman of each committee shall be designated by such committee. The Board may establish a Nominating Committee as set forth in Section 5.1 (a) below.

(a) The Nominating Committee. The Nominating Committee shall nominate members who may stand for election as Trustees at the Annual Meeting of the Physician Members. Not later than thirty (30) days prior to the Annual Meeting of the Physician Members, the Nominating Committee will present to the membership a listing by class of those Physician Members nominated for election as Trustees. The Nominating Committee will list for election any Physician Member selected by the Nominating Committee and any Physician Member who has presented to the Nominating Committee a petition of nomination validly signed by twenty (20) Physician Members of the Corporation. A Physician Member may only sign one petition of nomination. All petitions of nomination must be submitted 60 days prior to the Annual Meeting. The Chairman of the Nominating Committee will be the immediate-past Chairman of the Board of Trustees.

5.2 Quorum and Voting. Unless otherwise provided for herein or in a resolution adopted by the Board of Trustees, at least a majority of the members of each committee must be present for a quorum, and the affirmative vote of a majority of the committee members present shall be required for action to be taken.

5.3 Informal Action. Any action that may be taken at a meeting of any committee may be taken without a meeting if a consent or consents in writing setting forth the actions so taken shall be signed by all of the members of such committee and filed with the Secretary of the Corporation. No committee may take informal action by less than the unanimous written consent of all of its members.

5.4 Terms. Members of committees shall serve for one (1) year terms or such terms as are set forth in the resolution establishing the committee. Vacancies in any committee shall be filled in the same manner in which the members of such committee were originally appointed.

5.5 Minutes. Minutes of the meetings of the committees shall be recorded and sent to the Board of Trustees unless otherwise provided in a resolution adopted by the Board of Trustees.

ARTICLE VI

OFFICERS AND AGENTS

6.1 Titles. The officers of the Corporation shall be chosen by the Board of Trustees and shall be a Chairman of the Board of Trustees, a Vice Chairman, a President, a Secretary, and a Treasurer. The Board may also elect, at its discretion, one or more vice-president, assistant secretaries and assistant treasurers, and such other officers, agents and fiduciaries as it shall deem appropriate, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board may add to the corporate title of any officer a functional title in word or words descriptive of the powers or general character of the duties of such officer. The Chairman of the Board, Vice Chairman, President and Secretary shall be natural persons twenty-one (21) years of age or older. The Treasurer may be a corporation, but if a natural person, shall be at least twenty-one (21) years of age. Any number of the aforesaid offices may be held by the same person.

6.2 Election of Officers. The Board of Trustees shall elect the officers of the Corporation at the first Board meeting following the annual meeting. The Chairman of the Board and the Vice Chairman shall be Trustees, but the President, Secretary and Treasurer need not be Trustees. The initial Chairman of the Board and Vice Chairman shall be elected by the incorporator from among the Trustees to serve until the next annual election of Trustees.

6.3 Salaries. The compensations or salaries, if any, of officers of the Corporation shall be fixed or prescribed in a manner determined by the Board of Trustees.

6.4 Terms of Office. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Trustees.

6.5 Chairman of the Board. The Chairman of the Board shall have such powers and perform such duties as may be assigned to him by the Board of Trustees. The Chairman of the Board shall be the designated representative of the Corporation to the Lehigh Valley Physician-Hospital Organization, Inc. (the “PHO”) for all membership matters of the PHO. The Chairman shall act in a fiduciary capacity as the Corporation’s representative to the PHO and shall be strictly bound by the resolution of the Board of Trustees on membership matters of the PHO. The Chairman shall preside at all meetings of the Board of Trustees at which the Chairman is present.

6.6 Vice Chairman. The Vice Chairman shall preside at meetings of the Board of Trustees at which the Chairman is not present, and the Vice Chairman shall have such other powers and perform such duties as may be assigned to him by the Board of Trustees, including serving as an alternate representative of the Corporation for membership matters to the PHO on the same fiduciary basis as the Chairman.

6.7 President. The Chairman shall execute the duties of the President and shall be the chief executive and chief operating officer of the Corporation, exercise general management of the business of the Corporation, see that all orders and resolutions of the Board of Trustees are effectuated and perform such other duties as the Board of Trustees shall prescribe.

6.8 Secretary. The Secretary shall attend all meetings of the Board of Trustees and all meetings of the Physician Members and record the proceedings of all of such meetings in a book to be kept for that purpose and shall perform like duties for the committees of the Board when required. He or she shall give, or cause to be given, notice of all meetings of the Physician Members and special meetings of the Board of Trustees and shall perform such other duties as may be prescribed by the Board of Trustees and the President, under whose supervision the Secretary shall be. He or she shall have custody of the corporate seal of the Corporation and he, she or an assistant secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Trustees may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.

6.9 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designed by the Board of Trustees. He, she or it shall disburse the funds of the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the President and the Board of Trustees, at its regular meetings, or when the Board of Trustees so requires, an account of all his, her or its transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Trustees, he, she or it shall give the Corporation a bond (which shall be renewed periodically) in such sum and with such surety or sureties as shall be satisfactory to the Board of Trustees for the faithful execution of the duties of office and for the restoration to the Corporation, in the case of his, her or its death, dissolution, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his, her or its possession or under his, her or its control belonging to the Corporation.

6.10 Delegation of Duties. Any officer may delegate duties to his or her assistant (if any) appointed by the Board of Trustees. In the absence of an officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate or authorize the delegation of an officer’s powers or duties, for the time being, to any person.

6.11 Execution of Instruments. After authorization in the manner provided by law or in these Bylaws, all contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, may be executed by the Chairman of the Board, the Vice Chairman or the President and attested by the Secretary or the Treasurer or any assistant secretary or assistant treasurer, if any, or may be executed or attested, or both, by such other person or persons as may be specifically designated by resolution of the Board of Trustees.

6.12 Removal.

(a) Any officer, agent or employee of the Corporation may be removed or his or her authority revoked by resolution of the Board of Trustees, whenever in its judgment the best interests of the Corporation will be served thereby, and such removal or revocation may be without prejudice to the rights, if any, of the person so removed to receive compensation or other benefits in accordance with the terms of existing contracts. Any agent or employee of the Corporation likewise may be removed by the President or, subject to the President’s supervision, by the person having authority with respect to the appointment of such agent or employee.

(b) Any officer, agent, or employee of the Corporation shall be removed from office or his or her authority and position terminated when by a majority vote the Board of Trustees shall find that the officer, agent or employee has a competitive conflict of interest. For purposes of this section 4.3(b), a competitive conflict of interest shall exist when an officer, agent or employee serves as an officer, director or senior manager (as that term may be construed in the discretion of the Executive Committee) of a managed care organization (which is not directly or indirectly affiliated with the Corporation) which does some or all of its business in some or all of the geographic region in which the PHO does business. For purposes of this subsection, a “managed care organization” shall include but not be limited to any HMO, PPO, PHO, PO, integrated delivery system, third party administrator or to any other entity which must obtain from the Commonwealth of Pennsylvania approval to engage in the organization, financing and delivery of health care services (this does not serve to disqualify individual physicians or groups who wish to sign individual contracts).

ARTICLE VII

FINANCE

7.1 Fees and Profits. The Corporation may charge fees or prices for services or products it renders and make an incidental profit thereon. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among the Trustees or officers of the Corporation or other private persons.

7.2 Subvention Authority.

(a) The Corporation is authorized to accept subventions from Physician Members or non-Physician Members on terms and conditions not inconsistent with the Nonprofit Law and to issue certificates therefor. Subvention Certificates shall state that the holder thereof shall be entitled to such fixed or contingent periodic payments out of the Corporation’s assets as are authorized by these Bylaws or resolution of the Board of Trustees, provided that such payments will not impair the Corporation’s operations or the positions of its creditors. The rights of holders of Subvention Certificates shall at all times be subordinate to the rights of creditors of the Corporation.

(b) Each Subvention Certificate shall be signed by two (2) duly authorized officers of the Corporation, and shall be sealed with the seal of the Corporation, or a facsimile thereof.

(c) Subvention Certificates shall not be transferable unless otherwise permitted herein or a resolution of the Board of Trustees specifically provides otherwise.

7.3 Financial Reports. The President and the Treasurer shall present annually to the Board of Trustees a report, verified by them, which shall indicate in appropriate detail:

(a) the assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report;

(b) the principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report;

(c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation; and

(d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by for the Corporation.

Such report shall be filed with the minutes of the Board of Trustees.

ARTICLE VIII

REAL ESTATE

8.1 Authorization for Transactions. The Corporation shall not purchase, mortgage, lease away or otherwise dispose of real estate (to the extent it owns any) unless authorized by the vote of a sufficient number of the Trustees in office, as required under Section 5546 of the Nonprofit Law; provided, however, that the requirements for the taking of action by the Board of Trustees set forth in Section 4.11 hereof also must be satisfied.

ARTICLE IX

LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

9.1 Limitation of Liability. A Trustee of this Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless the Trustee has breached or failed to perform the duties of his or her office under Sections 5711-5717 of the Nonprofit Law, as amended from time to time, or any successor provisions, and the breach or failure constitutes self-dealing, willful misconduct or recklessness. This provision shall not apply to the responsibility or liability of a Trustee pursuant to any criminal statute or the liability of a Trustee for payment of taxes pursuant to local, state or federal law.

9.2 Indemnification. The Corporation shall indemnify any officer or Trustee (or employee or agent designated in a resolution adopted by the Board of Trustees to the extent provided in such resolution) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including action by or in the right of the Corporation) by reason of the fact that he or she is or was a Trustee or officer (or employee or agent) of the Corporation or is or was serving at the request of the Corporation as a director, trustee, officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. Officers and trustees (or directors) of any subsidiary of the Corporation shall be deemed to be persons acting as an officer or trustee (or director) of another corporation at the request of the Corporation. Indemnification pursuant to this Section shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Expenses incurred by an officer, Trustee (or employee or agent) purportedly indemnified by this Section in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.2 shall continue as to a person who has ceased to be a Trustee or officer (or employee or agent) of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

9.3 Insurance. The Board of Trustees may authorize the Corporation to purchase and maintain insurance on behalf of any person who is or was a Trustee or officer (or employee or agent) of the Corporation, or is or was serving at the request of the Corporation as a trustee, director or officer (or employee or agent) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article IX. Furthermore, the Corporation may create a fund of any nature, which may, but need not be, under the control of a Trustee, or otherwise secure or insure in any manner its indemnification obligations referred to in Section 9.2 of this Article IX.

ARTICLE X

CONFLICTS OF INTEREST

10.1 Policy. It is recognized that occasions may arise when a Trustee or officer of the Corporation has a financial interest in a contract or transaction upon which action is to be taken or withheld by the Board or a committee thereof. It is the policy of the Corporation and of the Board of Trustees that:

(a) Any material facts as to such financial interest shall be disclosed by such Trustee or officer to the members of the Board or committee. Such disclosure shall be recorded in an annual conflict of interest statement signed by such Trustee or officer or, if not previously disclosed in such statement, when the matter at interest comes up for action by the Board of Trustees or committee.

(b) The Trustee or officer having such financial interest in any matter shall not vote or use any personal influence in regard to the matter (except that the Trustee or officer may state a position on the matter and respond to questions about it). Such Trustee or officer, however, may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting shall reflect that the disclosure was made and that the Trustee or officer abstained from voting.

(c) The Board or committee may authorize any contract or transaction between the Corporation and any such Trustee or officer, or between the Corporation and any corporation, association, or other organization in which such Trustee or officer is a trustee, director or officer or has a financial interest, unless such contract or transaction would be in violation of applicable law, including, but not limited to, Section 5728 of the Nonprofit Law.

10.2 Periodic Review. This policy shall be reviewed by the Board of Trustees periodically for the information and guidance of the Trustees and officers, and brought to the attention of new Trustees and officers.

ARTICLE XI

GENERAL PROVISIONS

11.1 Construction of Powers. Unless these Bylaws expressly or by clear construction or implication so provide, nothing contained in these Bylaws is intended to or shall limit, qualify or restrict any powers or authority granted or permitted to nonprofit corporations by the Nonprofit Law.

11.2 Corporate Seal. The Board of Trustees shall prescribe the form of a suitable corporate seal which shall contain the full name of the Corporation and the year and state of incorporation.

11.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Trustees.

11.4 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Trustees may from time to time designate.

11.5 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Nonprofit Law or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the nature of the business to be transacted nor the purpose of the meeting need be specified in the waiver. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.

11.6 Records. An original or duplicate record of the proceedings of the Board of Trustees and committees thereof, the books or records of account, and the Articles of Incorporation and Bylaws of the Corporation shall be kept at the registered office or principal place of business of the Corporation.

11.7 Inspection. Every Trustee shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney during the usual hours for business for any proper purpose, the books and records of account, and records of the proceedings of the Board of Trustees and to make copies or extracts therefrom.

11.8 Voting by the Corporation. Physician Membership in or shares of any other corporation or interests in any partnership, standing in the name of or beneficially owned by the Corporation, shall be voted by the Board of Trustees, the Chairman of the Board, the Vice Chairman, the President, Treasurer or Secretary of the Corporation in the manner authorized in a resolution duly adopted by the Board of Trustees of the Corporation.

11.9 Charitable Contributions. The Corporation shall be authorized to make contributions and donations for charitable purposes to other nonprofit corporation which are exempt from taxation under Section 401(c) (3) of the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE XII

AMENDMENTS

12.1 Amendments. These Bylaws may be altered, amended, or repealed at any regular or special meeting duly convened after notice to the Physician Members of that purpose by the affirmative vote of the majority of all Physician Members or by the affirmative vote of a majority of all Trustees at any regular or special meeting duly convened after notice to the Trustees of that purpose, subject always to the power of the Physician Members to revoke such action by the Trustees and the power of the Physician Member to change such action by the Trustees, and further subject to limitations on the Trustees to act set forth in Section 5504(b) of the Nonprofit Law.

RESOLUTION OF THE BOARD OF TRUSTEES OF THE GREATER LEHIGH VALLEY

INDEPENDENT PRACTICE ASSOCIATION, INC.

WHEREAS, the Bylaws of the Corporation currently provide that the Board of Trustees shall consist of thirty-one (31) members; and,

WHEREAS, the Corporation has determined that it requires greater flexibility in the stated size of the Board of Trustees in order to integrate physicians on the medical staffs of all Hospitals (as defined below).

NOW THEREFORE, be it

RESOLVED, that section 3.1(b) is amended and re-stated in its entirety as follows:

(b) are members in good standing of the Medical Staff at the Lehigh Valley Hospital or another hospital (each for purposes of these Bylaws, “the Hospital”) that is affiliated by common ownership or control with Lehigh Valley Health Network, Inc., or its successor.

AND, BE IT FURTHER RESOLVED, that section 4.1 shall be amended and restated in its entirety as follows:

4.1 Size of Board. The Board of Trustees of the Corporation shall consist of not less than thirty-three (33) Physician Members of the Corporation who shall be chosen annually from the membership of the Corporation, as follows:

(a) from Physician Members who are practicing, general pediatricians, five (5) Class A trustees;

(b) from Physician Members who are practicing, general internists, five (5) Class B trustees;

(d) from all Physician Members who are not eligible under (a), (b), and (c) of this section, fourteen (14) Class D trustees.

(e) from those Physician Members who practice in the Bethlehem community, two (2) Class E trustees.

(f) from those Physician Members who practice in a geographic area (other than Allentown or Bethlehem, Pa.) not previously represented on the Board of Trustees and designated by resolution of the Board of Trustees to provide geographic diversification of the Corporation, two (2) trustees per such resolution to become Class F trustees.

Date: April 23, 2015

RESOLUTION OF THE BOARD OF TRUSTEES` OF THE GREATER LEHIGH VALLEY

INDEPENDENT PRACTICE ASSOCIATION, INC.

WHEREAS, pursuant to section 4.1 of the Bylaws of the Corporation, the Board of Trustees may from time to time by resolution designate a geographic area or community to increase the number of Class F trustees of the Board of Trustees.

WHEREAS, in order to better engage and integrate into the Corporation the physicians on the medical staff of Lehigh Valley Hospital—Hazelton, NOW THEREFORE, BE IT, RESOLVED, that two (2) Class F trustees are designated to represent the greater Hazelton community.

Date: April 23, 2015

RESOLUTION OF THE BOARD OF TRUSTEES OF THE GREATER LEHIGH VALLEY

INDEPENDENT PRACTICE ASSOCIATION, INC.

WHEREAS, the Bylaws of the Corporation currently provide that the Board of Trustees shall consist of thirty-one (31) members; and,

NOW THEREFORE, be it

RESOLVED, that section 3.1(b) is amended and re-stated in its entirety as follows:

AND, BE IT FURTHER RESOLVED, that section 4.1 shall be amended and restated in its entirety as follows:

(a) from Physician Members who are practicing, general pediatricians, five (5) Class A trustees;

(b) from Physician Members who are practicing, general internists, five (5) Class B trustees;

(d) from all Physician Members who are not eligible under (a), (b), and (c) of this section, fourteen (14) Class D trustees.

(e) from those Physician Members who practice in the Bethlehem community, two (2) Class E trustees.

(g) from those Physician Members who are in the Lehigh Valley Hospital Emeritus Staff category. Two (2) trustees per such resolution to become Class G trustees.

Date: October 24, 2019

RESOLUTION OF THE BOARD OF TRUSTEES OF THE GREATER LEHIGH VALLEY

INDEPENDENT PRACTICE ASSOCIATION, INC.

WHEREAS, the Bylaws of the Corporation currently provide that the Board of Trustees shall consist of thirty-one (31) members; and,

NOW THEREFORE, be it

RESOLVED, that two (2) Class G trustees are designated to represent the Emeritus Staff of Lehigh Valley Hospital.

Date: October 24, 2019

Approved by the Board of Trustees: September 26, 1996

Amended by the General Membership: January 28, 1997

Approved by the Board of Trustees: April 25, 1997

Approved by the Board of Trustees: June 27, 1997

Amended by the General Membership: January 26, 1998

Approved by the Board of Trustees: May 25, 1998

Approved by the Board of Trustees: November 19, 1998

Amended by the General Membership: January 25, 1999

Approved by the Board of Trustees: December 16, 1999

Amended by the General Membership: January 24, 2000

Approved by the Board of Trustees: September 14, 2000

Amended by the General Membership: January 22, 2001

Approved by the Board of Trustees: April 24, 2003

Approved by the Board of Trustees: June 21, 2007

Amended by the General Membership: January 28, 2008

Amended by the Board of Trustees: February 24, 2011

Approved by the Board of Trustees: April 24, 2014

Amended by the General Membership: June 23, 2014

Approved by the Board of Trustees: April 23, 2015

Amended by the General Membership: June 23, 2015

Approved by the Board of Trustees: February 22, 2018

Approved by the Board of Trustees: October 24, 2019

Amended by the General Membership: January 27, 2020

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