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ARTICLES OF AMENDMENT OF AAPI ARKANSAS

The undersigned, pursuant to the Arkansas Business Corporation Act, sets forth the

following:

1.The name of the corporation is AAPI Arkansas and it is duly organized, created and existing under and by virtue of the laws of the State of Arkansas.

2.The amendments to the Articles of Incorporation of the corporation were adopted effective the 2nd day of AUGUST, 2013.

3.The following provisions of the Articles of Incorporation of the corporation were amended to read as follows:

a.The Purpose for which this corporation is organized: Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

b.Power of the corporation: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

4.The amendments were adopted by the board of directors of the corporation and no action by the shareholders was required to approve or adopt such amendments.

5.The effective date of these amendments shall be August 2, 2013.

IN WITNESS WHEREOF, the corporation has caused its corporate name to

be subscribed by the authorized officer set forth below, who hereby verifies that the

statements contained in the foregoing articles of amendment are true and correct to

the best of his or her knowledge and belief, and duly attested by its Secretary on this

8th day of AUGUST, 2013.

By:

Sara Tariq, M.D. President AAPI Arkansas Assoc. Prof of Medicine,

General Int. Medicine, UAMS Little Rock, AR tariqsarag@uams.edu

ATTEST:

Appathurai Balamurugan, M.D.

Secretary AAPI Arkansas

CODE OF REGULATIONS OF AMERICAN ASSOCIATION OF PHYSICIANS OF INDIAN ORIGIN (AAPI) ARKANSAS, INC.

(AN ARKANSAS NONPROFIT CORPORATION)

The Arkansas Chapter of American Association of Physicians of Indian Origin (“AAPI Arkansas” or the “Corporation”) is formed to address a need for cohesive action on the part of physicians and medical scientists of Indian heritage residing in the State of Arkansas. AAPI Arkansas was also formed to maintain the identity of this group of people, to provide a forum for charitable, educational, cultural and scientific activities among the AAPI Arkansas's members.

The use of the word ”Indian” as used throughout this document is intended to refer to the Indian subcontinent of Asia. The use of the word heritage” similarly, connotes ancestry.

The By Laws (as stated herein) are effected as of the date set forth below when executed by the President and attested to by the Secretary.

AAPI ARKANSAS BY LAWS

(Amended and Restated August 2013)

ARTICLE 1 – CODE OF REGULATIONS

These regulations (the “the By Laws”) constitute the Code of Regulations adopted by the Corporation for the regulation and management of its affairs.

The Corporation is a nonprofit Corporation as described in Section 4-33-101 of the Arkansas Nonprofit Corporation Act of 1933 and section 501(c)(3) of the Internal Revenue Code. The Corporation is not organized for the pecuniary profit of the Governing Body, Executive Committee or Members (General Body).

The Corporation shall not declare nor distribute a dividend, and no part of its net earnings shall inure, directly or indirectly, to the benefit of any Governing Body Member, Executive Committee Member or General Member, but the Corporation shall be entitled to make payments as required and any balance of money or assets remaining after the full payment of Corporate obligations of all and any kind shall be solely devoted to the educational and benevolent purposes of AAPI Arkansas.

ARTICLE 2 – PURPOSES

AAPI Arkansas is organized and shall be operated for the purposes set forth in the Corporation's Articles of Incorporation. AAPI Arkansas is formed to provide a forum for the physicians, dentists, physicians in training, medical scientists and medical students of Indian heritage and ancestry belonging to the Indian subcontinent residing in the State of Arkansas for scientific, educational, cultural and charitable purposes, and to advance mutual understanding and cooperation among other medical organizations in the United States of America and India.

ARTICLE 3 – POWERS

Solely for the foregoing purposes, AAPI Arkansas shall have the powers set forth in the Corporation's Articles of Incorporation.

AAPI Arkansas By Laws

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ARTICLE 4 – MEMBERSHIP

Section I – General

A.Membership in AAPI Arkansas shall be open to all physicians, physicians in training, medical scientists and medical students of Indian origin who maintain high moral, ethical and professional standards and are committed to advancing the objectives of AAPI Arkansas, and abiding to the By Laws.

B.Unless stated otherwise, the annual membership term runs from January 1 through December 31 of each calendar year.

Section II – Categories of Membership

Members shall be divided into the following categories:

A.ACTIVE MEMBERS – Active members shall be those who have paid the dues determined by the general body in a timely manner. Active members include physicians & dentists in practice, medical scientists and physicians in training. The membership dues assessed for physicians in training shall be determined by the general body and shall be less than the dues for physicians in practice.

B.ASSOCIATE MEMBERS – Associate Members are students of medicine in the State of Arkansas, who wish to promote the objectives of AAPI Arkansas. Student members shall not be assessed any dues for membership, but will be assessed nominal charges as determined by the Governing Body to attend events.

C.OTHER MEMBERS – The Governing Body may from time to time create other special categories of membership.

Section III – Revocation

A.Membership may be revoked for any member for deliberate violation of the AAPI Arkansas Articles of Incorporation or the By Laws.

B.Revocation proceedings shall be initiated by the President with approval from the Executive Committee.

C.The President shall, with the approval of the Executive Committee, appoint a hearing committee which shall conduct an investigation and then issue a recommendation to the President and the Executive Committee.

D.The Executive Committee must vote to accept or reject the hearing committee’s recommendation with at least a two-thirds majority.

Section IV – Impeachment

A. If any member to an elected or appointed office or position misuses their office or are found guilty of misconduct or violate the objectives of the AAPI Arkansas Articles of Incorporation or the By Laws, for personal gain or misappropriate the funds of AAPI Arkansas or violate any state or federal law resulting in either civil conviction or a criminal offense and conviction, he or she shall be open to immediate impeachment and removal or forfeiture of his or her position. The Governing Body is authorized to immediately remove such person temporarily from any position held within AAPI Arkansas, pending the final outcome of any proceeding.

AAPI Arkansas By Laws

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B.An impeachment procedure may be initiated by a petition signed by at least one-fourth of the members of the Governing Body or two-thirds of the Executive Committee.

C.After an impeachment procedure is initiated as provided in the By Laws, the Governing Body shall appoint a hearing committee to investigate the allegation and recommend necessary action to the Governing Body.

D.An impeachment can be effected only upon the affirmative vote of at least three-fourths of the Governing Body.

ARTICLE 5 – ORGANIZATION OF THE CORPORATE BODY

Section I – Components of the Corporate Body

AAPI Arkansas shall be made up of all the current dues paying voting members (also known as the “General Body”), the Governing Body and the Executive Committee. The Board of Trustees shall consist of all of the Past Presidents.

Section II – General Body

Subject to the Articles of Incorporation and the By Laws, the General Body retains the ultimate authority of AAPI Arkansas.

A.The General Body shall consist of Voting Members as set forth in paragraph D of this section.

B.All Voting Members shall be notified at least 30 days before each General Body meeting.

C.General Body meeting shall be open to all the voting members.

D.“Voting Members” of the General Body are herein defined as the annual dues paying active members who are in good standing as of August 31st of the then current calendar year.

E.At the Annual General Body Meeting, the Voting Members present and eligible to vote may conduct the business of the General Body. If a Voting Member eligible to vote makes a quorum call, the Presiding Officer shall decide if a quorum is present. (Twenty percent (20%) of the voting members registered at the annual convention constitute a quorum for that meeting of the General Body.) If, upon a quorum call, a quorum is not present as defined above, then the Presiding Officer may entertain motions to recess, adjourn, or adjourn to reconvene at a later date (i.e. fix the time to which to adjourn)

In addition, the Presiding Officer may arrange for a mail-in ballot to decide specific and urgent issues scheduled for consideration at that meeting. A simple majority of the returned ballots shall decide the issues, so long as not otherwise required by the Articles of Incorporation or the laws governing such matters.

Once a quorum is established, the business of the meeting shall continue and all actions at the meeting shall be binding, even if a quorum is not present at later times in the meeting.

At a General Body Meeting that is called for specifically by announcement to the general membership with thirty (30) days prior notice, the Voting Members present at that meeting shall constitute a quorum, but only for consideration and voting on specific issues that were so notified as being on the agenda for that meeting, and so long as not otherwise required by the Articles of Incorporation or the By Laws governing such matters.

AAPI Arkansas By Laws

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Section III – Governing Body

The Governing Body is the main deliberative body of AAPI Arkansas for policy creation and acts on behalf of the General Body. Only those members of the Governing Body who are also Voting Members of the General Body may be eligible to vote at the Governing Body.

A.The Executive Committee and Committee Members are herein referred to collectively as the “Governing Body”. Only active Voting Members of AAPI Arkansas may be voting members of the Governing Body.

B.The Governing Body shall direct the policies of the association in accordance with the provisions of the Articles of Incorporation and the By Laws. The Governing Body shall set the membership dues for all categories of membership.

C.Special Meetings: The President may as he or she deems necessary or the Secretary shall, upon the written request of at least 10 members of the Governing Body or 20% of the Voting Members of the General Body issue a call for a special meeting of the Governing Body.

D.A quorum for any meeting of the Governing Body shall consist of 60% of the Governing Body members registered at the respective meeting.

E.In addition, either the Governing Body or the Executive Committee may call a special meeting of the General Body or the Governing Body.

F.Any member of the Governing Body who wishes to bring new business matters before the Governing Body meeting shall submit this business in writing to the Secretary, at least 10 days prior to the meeting of the Governing Body, for consideration by the Executive Committee as to whether to include such new business on the agenda.

Section IV – Executive Committee

The Executive Committee shall provide leadership and execute policies as approved by the Governing Body and the General Body.

A. The “Executive Committee” shall consist of the President, President Elect, Vice President’s, Secretary and Treasurer.

The Executive Committee shall have the authority to act for and on behalf of AAPI Arkansas in accordance with the policies set by the Governing Body, the Articles of Incorporation and the By Laws.

B.Contracts, deeds, documents and instruments shall be executed by the President and attested by the Secretary or the Treasurer.

C.Checks, notes, drafts and demands for money shall be signed by the officer or officers designated from time to time by the Executive Committee. In the event no designation is made by the Executive Committee, checks, notes, drafts and demands for money may be signed by any two officers.

D.Only active Voting Members of AAPI Arkansas within the membership of AAPI Arkansas as described by Article 4 shall be eligible for nomination and election to these offices. The nominees for the Executive Committee should be existing committee members, who are actively involved in AAPI Arkansas as demonstrated by attendance in at least 50% of the Governing Body meetings.

AAPI Arkansas By Laws

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E.The Executive Committee shall meet not less than four (4) times per year in regular session. One such meeting shall occur during the Annual/Semi-Annual Convention and such meeting constitutes the Annual Meeting of the Executive Committee.

F.Special Meetings: The President may (as he or she deems necessary) or the Secretary shall (at the written request of members of the Executive Committee) issue a call for a Special Meeting of the Executive Committee.

G.Notice of every meeting of the Executive Committee (excepting only the Annual Meeting for which no notice shall be required) shall be sent by regular mail or email not less than seven

(7) or more than thirty (30) days prior to the meeting. All such notices shall be signed by the Secretary and shall specify the place, date and time for the meeting.

H.A quorum for any meeting of the Executive Committee shall consist of a simple majority of the Executive Committee members eligible to vote at such a meeting.

I.The term of the Executive Committee members shall be one calendar year, from January 1st to December 31st of the calendar year.

Section V – Board of Trustees

The Board of Trustees shall consist of all past Presidents and provide guidance to the Governing Body. This is an advisory body and will not have any powers vest in it. The Board of Trustees however shall play an active role with fundraising efforts and also guide the organization in charitable and scholarship activities.

ARTICLE 6 – DUTIES OF OFFICERS

No elected officer may serve more than two consecutive terms in the same office. A term of office shall be defined as one year.

Section I – President

The President shall be the Chief Executive Officer of AAPI Arkansas and shall perform all duties incident to the office of the President and the Governing Body may assign such other duties as it may deem proper, necessary or useful. The President shall preside at all meetings of AAPI Arkansas, the Executive Committee and the Governing Body. The President shall make such appointments as are required or authorized by the Articles of Incorporation, the By Laws and the Governing Body.

The President may execute (with the Secretary or any other proper officer of AAPI Arkansas as authorized by the Governing Body) any deeds, mortgages, bonds, contracts or other instruments which the Governing Body has authorized to be executed; except in cases where the signing and execution thereof shall be expressly reserved unto the Governing Body.

The President shall designate all official delegates and representatives to other organizations; and shall appoint members to such special and ad hoc committees as may be necessary to further the AAPI Arkansas objectives. The President may discontinue any such committee when its purpose has been served or its purpose is no longer desirable or attainable, in consultation with the Executive Committee.

The President and members of the Executive Committee shall be jointly responsible to the Governing Body.

AAPI Arkansas By Laws

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In the event of any disagreements in the execution of the policies of AAPI Arkansas, the President shall make the final decision, which shall be binding on all parties concerned.

The President, however, shall be required to validate his or her decision either before or as soon as possible after the event by majority vote of the Executive Committee. If the President fails to accomplish such validation, the majority decision of the Executive Committee shall prevail. Prior approval by the Executive Committee is mandatory for any decision involving financial transactions on behalf of AAPI Arkansas which may result in material financial consequences for or to AAPI Arkansas.

Section II – President Elect

The President Elect shall assist the President and fulfill the President's duties in his or her absence, for any reason.

The President Elect shall automatically succeed to the office of the President at the end of the President's term of office.

The President Elect shall perform such other duties as may be assigned by the President

If the President is unable to complete his or her term due to ill health, death or any other reason, the President Elect shall discharge the responsibilities of the President until completion of the President's term and thereafter, to serve his or her own elected term as President.

Section III – Vice President/Vice Presidents

The Vice Presidents shall assist the President, Treasurer and Secretary as needed at the direction of the President.

Section IV – Secretary

A.Keep an account of all the minutes of all meetings;

B.Maintain an updated list of all members of AAPI Arkansas;

C.Issue an agenda of all regular and special meetings after consultation with the Executive Committee;

D.Keep a copy of all official correspondence from and to AAPI Arkansas, including newsletters and program brochures for the activities from AAPI Arkansas and reports submitted;

E.Keep an attendance record of all meetings of AAPI Arkansas;

F.Be custodian of the Articles of Incorporation, the By Laws and any amendments thereto;

G.Inform committee members of their appointment and their assigned duties;

H.See that all books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed,

I.Perform such duties and exercise such other powers as may be assigned by the Executive Committee in the same capacity,

J.Be a member of the Executive Committee as its Secretary,

K.Be responsible for transferring all the records of AAPI Arkansas, within 90 days after the Annual Meeting, to the incoming Secretary.

AAPI Arkansas By Laws

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Section V – Treasurer

Unless otherwise directed by the Governing Body, the Treasurer shall be the sole fiscal officer and the only authorized person empowered to have custody of the financial accounts of AAPI Arkansas, subject to audit powers of the Executive Committee, the Governing Body and any outside auditors AAPI Arkansas may select.

The Treasurer shall:

A.Be responsible for issuing notice and collection of all dues and deposit into same in such banks or trust companies as the Executive Committee may designate;

B.Be in charge of all the accounts of AAPI Arkansas;

C.Have custody of all accounts, receipts and disbursements which shall be open at all reasonable times to inspection by the Executive Committee;

D.Submit a financial report to the Executive Committee at its annual meeting and at regularly held Executive meetings. If the Executive Committee requires he or she shall give a bond with such surety and in such amount as the Executive Committee may designate;

E.Perform such other duties and exercise such other powers and duties incident to the office of the Treasurer and as may be assigned by the President or the Executive Committee or otherwise as may be required by law;

F.Transfer to the next Treasurer within 30 days of the assumption of office by the latter, all accounts of AAPI Arkansas;

G.File all tax returns with the Internal Revenue Service for the year in which the office was held (with assistance of professional tax consultants designated by the Governing Body).

ARTICLE 7 – CONVENTIONS

AAPI Arkansas plans to conduct a Spring and Fall Conventions every year for its members (unless otherwise decided by the Governing Body).

The Fall meeting shall also be known as the Annual Meeting when the General Body meeting and elections are held.

ARTICLE 8 – GENERAL BODY MEETINGS AND AGENDA

A:Robert's Rules of Order shall be used to govern all meetings of AAPI Arkansas in all cases where they are applicable, except where they are inconsistent with the Articles of Incorporation, or the By Laws.

B:The Executive Committee shall set the agenda of the General Body meeting and any other meetings.

C:Any Voting Member who wishes to bring new business matters before the General Body meeting shall submit this business in writing to the Secretary, at least thirty (30) days prior to the meeting of the General Body, for consideration by the Executive Committee as to whether to include such new business on the agenda.

D:Items not placed on the agenda by the Executive Committee for consideration at the General Body meeting may only be placed on the agenda during the General Body meeting upon the affirmative vote of at least a majority of the active Voting Members present.

AAPI Arkansas By Laws

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E: Time shall be provided at each meeting for members to introduce a question, which when approved by a majority, would be placed on the agenda for future discussion during subsequent meetings.

ARTICLE 9 – DUES

Section I – Determination of Annual Dues

Annual dues will be determined by the Governing Body and approved by the General Body during the Annual Meeting. Annual dues may be adjusted on a periodic basis by the Governing Body to serve the needs of AAPI Arkansas and the same shall be executed upon approval by the General Body.

Section II – Exemptions

Student members will not be required to pay dues and shall not have any vote. They will be assessed a nominal fee to attend events as determined by the Governing Body.

Section III – Due Date

Annual membership fees will be due by March 31st of each year or at the time of the Spring and Fall conventions.

ARTICLE 10 – ELECTIONS

Section I – Call for Nominations

The Governing body shall invite nominations from the Voting Members for all positions listed above on or before August 5th of each year for service the following calendar year. Any Voting Member in good standing can make nominations on behalf of the candidates or the candidate may nominate himself. The last date for filing nominations shall be August 31st, or the next working day, if that date is a postal holiday. No nominations shall be allowed after that date.

Section II – Announcement of the Slate of Candidates

A.The Governing Body shall announce to all the candidates the slate of nominees for all positions on or before September 5th of each year.

B.The Candidates may withdraw from the election by writing to the Governing Body before September 10th.

Section III – The Election Process

The elections for the following year will be held during the Fall convention of the preceding year. The election process should be completed and the results announced by September 30th or as soon as possible thereafter to allow for an orderly transition of officers.

A.The Voting Members (as previously provided herein) shall have the right to vote. No proxy vote is permitted. Each Voting Member shall have one vote for each vacant office.

B.The Secretary of AAPI Arkansas shall certify the list of Voting Members on or before September 1st of each year. The elections shall be conducted by a mail ballot or email or during a General Body meeting.

C.The results of the election shall be announced by the Executive Committee immediately after counting the ballots

AAPI Arkansas By Laws

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D.In the event of a tie, the President or President Elect shall cast the deciding vote.

Section IV – Recount of Election Ballots:

Requests for recount will be permitted only from an affected candidate and only when made in writing to the Governing Body within seven (7) days after the announcement of the results. If the winning margin is 10 votes or less, then AAPI Arkansas shall conduct the recount without expense to the candidate. If the winning margin is more than 100 votes, the candidate requesting the recount shall bear the cost of the recount. One representative of the contesting candidate and one representative for each of the other candidates for the same position shall be permitted to observe the recount. Only one recount for any one position shall be permitted. The recount result shall be binding on all parties.

Section V – Inspectors

A.The Secretary shall be responsible to receive the ballots, to supervise their counting and tabulation, and to declare the results. Ballots should be preserved until the next election.

B.The candidates may request the appointment of election inspectors no later than thirty (30) days prior to the election date. In case such a request is made, the Executive Committee shall appoint one or more inspectors to oversee the conduct of the election.

Section VI – Resignation or Death of Elected Officials; Lack of nominee for any position

In the event of the death of the President-Elect, a special election shall be conducted by mail ballot within sixty (60) days thereof. Vacancies due to death or resignation of any other elected official shall be filled by the President and confirmed by the Governing Body at its next meeting.

In the event that there is no eligible nominee for a vacant position, the President shall request that the Executive Committee propose nominations for the vacant position and the Executive Committee shall select a candidate from these nominations by simple majority vote and the President shall appoint that candidate to the position pending approval by the Governing Body at the next regular meeting.

ARTICLE 11 – AMENDMENTS AND ADOPTION

Section I – Amendment

A.Any proposed amendment to the By Laws may be initiated at any General Body, Governing Body or Executive Committee meeting with the concurrence of not less than five (5) voting members whose concurrence is evidenced by their signatures.

B.The proposed amendment, duly initiated, shall be referred to the Governing Body for consideration and as provided in the By Laws.

C.The recommendation of the Governing Body shall be submitted to the General Body for consideration and approval.

The recommendations shall be transmitted either via U.S.P.S. mail or via email to the members of the General Body for comments and feedback to be received within seven (7) days of the transmission of the same.

On approval by the General Body (by a simple majority) the proposed amendment shall be incorporated into the By Laws with immediate effect.

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D.Notwithstanding anything to the contrary provided in the By Laws, in the event of a conflict between any provision of the Articles of Incorporation and the By Laws, the provisions contained in the Articles of Incorporation shall be given precedence and priority over the conflicting provision in the By Laws.

E.The By Laws have been duly adopted in accordance with the Articles of Incorporation and applicable state and federal laws.

ARTICLE 12 – LIABILITY OF MEMBERS

No member of AAPI Arkansas shall be personally liable to any creditors of AAPI Arkansas for any liability or indebtedness and any and all creditors shall look only to the assets of AAPI Arkansas.

ARTICLE 13 – TAX EXEMPT

The Purpose for which this corporation is organized: Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Power of the corporation: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

IN WITNESS WHEREOF, AAPI Arkansas has caused its corporate name to be subscribed by the authorized officer set forth below, who hereby verifies that the statements contained in the foregoing By Laws are true and correct to the best of his or her knowledge and belief, and duly attested by its Secretary on this day of AUGUST, 2013.

By:

Sara Tariq, M.D., President AAPI Arkansas

ATTEST:

Appathurai Balamurugan, M.D.

Secretary AAPI Arkansas

AAPI Arkansas By Laws

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