BYLAWS OF MEDICAL GROUP MANAGEMENT ASSOCIATION OF WASHINGTON STATE (MGMA-WA) ARTICLE I - NAME The name of this organization shall be the Medical Group Management Association of Washington State (the “Association”), a nonprofit 501c(6) entity, incorporated under the laws of the State of Washington. ARTICLE II - PURPOSE The purpose of the Association is to enhance healthcare delivery and administration through a broad range of group practice leadership and professional development, education, information, communication, advocacy, and network activities. ARTICLE III - MEMBERSHIP Membership is available in the eight following classifications: Section 1. Active: To be eligible as an Active member, a person shall be employed fulltime (30 hours minimum per week) in a managerial capacity in a medical group practice, ambulatory health care organization, hospital, or multi-unit health care system that consists of one or more full-time equivalent licensed doctors of medicine (MD/DO/DPM) engaged in the practice of medicine as a legally recognized entity, sharing business management, facilities, records and personnel, located within the boundaries of the State of Washington. Managerial capacity involves responsibility for planning, organizing, directing, controlling and/or decisionmaking. An Active member shall be entitled to all Association membership services, including the right to vote on all matters and to serve as an officer or trustee of the Association. Section 2. Affiliate (Out-of-State): To be eligible as an Affiliate member, a person shall meet the same eligibility requirements as an Active member, except that the employing medical group practice is outside the State of Washington. An Affiliate member shall be entitled to all Association membership services, except the right to vote on all matters and the right to serve as an officer or trustee of the Association. Section 3. Retired: A Retired member is a former Active member of the Association who permanently retires from group practice administration, ambulatory health care organization, or multi-unit health care system, and is not in the business of selling services or supplies to medical group practices, ambulatory health care organizations, hospitals, or multi-unit health care systems. Retired members are required to pay dues at half that of the active membership rate. Retired members are eligible to come to MGMA-WA sponsored conferences and meetings,

however, they are expected to pay full registration costs. Retired members are not eligible to vote or hold office. Section 4. Honorary Member: An individual, whether a former member of the Association or not, who has rendered service so outstanding to the Association or the profession of medical group practice management to be worthy of such rare distinction, shall be eligible for honorary membership. Nominations for Honorary members shall be submitted in writing to and may be granted by the Board of Trustees. Honorary members shall not pay dues. Honorary members will be expected to pay half the registration costs to attend MGMA-WA conferences and meetings, and Honorary members are not eligible to vote, nor can they hold office. Section 5. Transitional Member: A Transitional member is an Association member who becomes unemployed and remains unemployed from group practice administration, who has been an Active member for at least six months, is in good standing with the Association at the time the unemployment occurs, whose unemployment is not the result of illegal activities on the part of the member, and does not engage in the business of selling services, goods or supplies to medical group practices. Transitional members shall have the right to attend state conferences at the same registration fee as Active members. Transitional members shall receive all other benefits afforded to Active Members of the organization. Transitional members shall pay the same dues to the organization as Active members. A Transitional member is eligible to renew his/her membership once for a one-year period after the expiration of their Active membership. Upon reemployment in group practice administration, the Transitional member shall notify the MGMA-WA Executive Director of such employment and must immediately reapply for membership to the appropriate membership classification. Upon employment outside of group practice administration, the Transitional Member shall notify the MGMA-WA Executive Director of such employment and the Transitional Membership shall terminate immediately. Section 6. Student: The Association offers a Student membership to those individuals regularly enrolled as full-time students in a business or healthcare administration program at an accredited college or university, and does not work in the business of selling services or supplies to medical group practices, ambulatory health care organizations, hospitals, or multi-unit health care systems. Individuals that qualify for Active or Affiliate membership are exempt from Student Membership status. Student members shall be entitled to all association membership services except the right to vote on all matters and the right to serve as an officer or trustee of the Association. Section 7. Faculty: A Faculty Member is a person who holds a full-time faculty position teaching business or healthcare administration at an accredited college or university. Faculty Members shall not pay dues. Faculty Members are eligible to attend MGMA-WA sponsored conferences and meetings at the member registration rate. Faculty Members are not eligible to vote or hold office. Section 8. Vendor Affiliate: To be eligible as a Vendor Affiliate member, a person must

be providing service or a product (as determined by the Board) to current Active Member groups or the like within the state of Washington. A Vendor Affiliate member shall be entitled to membership services as reviewed and determined by the Board, except the right to vote on all matters and the right to serve as an officer or trustee of the Association. Section 9. The Active members shall prescribe the rights and privileges of all members and may create other classifications of members.

ARTICLE IV - ORGANIZATION STRUCTURE Section 1. Organization: To achieve the objectives of the Association, the Board of Trustees may at its discretion establish organizational units such as committees to serve special interests of the Association, including sections to provide educational opportunities in specialty areas of interest to Association membership. The Board may from time to time create such committees relating to the various activities of the Association, either standing or special, as it may desire and provide for their powers and duties. The President shall appoint all committee chairpersons and committee chairpersons shall appoint all committee members, after consulting with the President. The Board of Trustees shall exercise authority over policies, services, programs and budgets of all organizational units, including qualification for membership, unless otherwise stated in these Bylaws. Section 2. Washington State Medical Association: The Association shall have an alliance with Washington State Medical Association (WSMA) by entering into an alliance agreement with WSMA to collaborate on advocacy, education, member benefits, research and database sharing, membership promotion and consulting services. This agreement may be amended from time to time upon approval of the Association Board of Trustees. Section 3. Medical Group Management Association: The Association shall be affiliated with Medical Group Management Association (“National MGMA”) by entering into an affiliation agreement with National MGMA, which agreement may be amended from time to time upon approval of the Association Board of Trustees. Section 4. Allied Organizations: In order to further the objectives of the Association, the Board of Trustees may establish relationships with other associations of similar purpose that are formed on a local, regional (sub-state or multi-state), basis. The Board of Trustees shall establish such terms and conditions for relating to recognized societies and groups as it considers desirable. ARTICLE V - DUES Section 1. Establishment of Dues: The Board of Trustees shall fix the amount, if any, of the dues to be paid by any member or any applicant for membership. Dues shall be paid annually

prior to membership expiration (365 days from the last dues payment). Section 2. Membership Application: The Board of Trustees shall adopt a membership application form that will set forth the requirements for membership. A prospective member shall complete the application form, which shall be supplied by the Executive Director. The Executive Director shall present the completed membership application to the Board of Trustees for approval. No one may be denied membership based on race, sex, religion, color, creed, sexual orientation or any other prohibited basis. Section 3. Delinquency and Cancellation: Any member of the Association who shall be delinquent in dues for a period of thirty days from the deadline for payment shall be notified of such delinquency and suspended from further membership. If payment of dues is not made with the next succeeding thirty days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member is waived by affirmative action of the Board of Trustees. ARTICLE VI MEETINGS OF MEMBERS AND VOTING Section 1. Annual Business Meeting: The Annual Business Meeting of the Association shall be held at such place and on such dates as may be determined by the Board of Trustees. The election of trustees and officers shall be held at this annual meeting. Section 2. Special Meetings: Special meetings of the Association may be called by the Board of Trustees at any time, or shall be called by the Board Chair upon receipt of a written request by twenty-five percent of the voting members, within thirty days after the filing of such a request with the President. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time. Section 3. Notice of Meetings: Written notice of any business meeting of the Association shall be emailed or mailed to the last known address of each member not less than ten (10) nor more than sixty (60) days before the date of the meeting. Section 4. Conduction of Meetings: The President, or being absent, the President-Elect, or being absent the Vice-President, or being absent, the Secretary, or being absent, the Treasurer, or being absent, the Immediate Past-President shall call a meeting of the members to order and shall act as presiding officer thereof. Section 5. Voting: At all business meetings of the Association, each Active member (“voting members”) shall have one vote, and may take part and vote in person only. In electing trustees, each voting member shall have one vote for each trustee to be elected. A majority vote of those voting members present and voting shall govern.

Section 6. Quorum: At any meeting of the members, not less than 25 voting members of the Association must be present in order to constitute a quorum for any and all purposes, including the election of trustees and officers. If, for any reason, there is not a quorum of the voting members, then any regular or special meeting of the members may be adjourned from day to day, from time to time, without further notice, until its business is complete. When a quorum is present, any business may be transacted which might have been transacted at any meeting had the same been held upon which the same was originally appointed or called. ARTICLE VII - OFFICERS The officers of the Association shall be President, President-Elect, Vice-President, Secretary and Treasurer. All officers shall be elected by the voting members of the Association for a period of one year or until their successor will be elected or qualified, with the exception of the Treasurer who will be elected to serve a term of three years. Trustees may elect and pay an Executive Director who need not be a voting member. The President-Elect will automatically become President for the succeeding year. The Vice President will automatically become President-Elect. The Secretary will automatically become Vice-President for the succeeding year after being elected Secretary. ARTICLE VIII - DUTIES OF OFFICERS Section 1. President: The President shall be the chief executive officer and will preside at all meetings of the Association. The President may, without direction from the trustees, designate the time and place of any trustees meetings and preside at such meetings. Section 2. President-Elect: The President-Elect shall perform all duties of the President during his or her absence and will assist the President in the fulfillment of his or her executive duties as requested by the President. In the event that the President-Elect is unable to ascend to the Presidency at the time of the annual meeting for any reason whatsoever, then at the annual meeting, the President shall be elected by the voting members. Section 3. Secretary: The Secretary shall be responsible for the keeping of a record of all meetings of the members and trustees and conduct correspondence at the direction of the President. Section 4. Treasurer: The Treasurer shall supervise the financial affairs of the Association and perform such other duties as the trustees may prescribe. The Treasurer will send out notice of dues payable, collecting same and depositing in a bank approved by the Board of Trustees and make disbursements upon the direction of the Board of Trustees. Section 5. Signature Authority: It shall be the responsibility of the officers and trustees to determine the number of signatures required on checks or other withdrawals on Association checking and savings accounts. Any two of the four officers shall sign all deeds, mortgages and

contracts on behalf of the Association and shall bind the Association to such documents without requiring the signatures of any officer unless ordered in writing by the trustees, and shall have the authority to perform such duties in the management of the property and the affairs of the Association as otherwise prescribed by the Board and as are ordinarily performed by the President of an Association.

ARTICLE IX - BOARD OF TRUSTEES Section 1. Authority and Responsibility: The governing body of this Association shall be the Board of Trustees. The President shall serve as the Board Chair. The Board of Trustees shall have supervision, control and direction of the affairs of the Association, its committees and publications; shall determine its policies or changes therein; shall actively prosecute these objectives, supervise the disbursement of its funds, and shall be responsible for the interpretation of these Bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable. Section 2. Composition: The Association shall have a Board of Trustees consisting of twelve (12) members. No medical group practice, ambulatory health care organization, hospital, or multi-unit health care system shall have more than two active members elected to serve on the Board concurrently. Trustees shall consist of the officers of the Association, and six (6) trustees at large elected from the Association membership. The Immediate Past President shall serve as a non-voting member of the Board, except in the case of a tie vote at which time he/she shall cast the tie-breaking vote. The Active members, at any special or regular meeting of the members after notice in writing, as provided in Article VI, Section 3, may elect additional members of the Board of Trustees and may increase or decrease the size of the Board, but the Board may not be decreased below three members. The increase or decrease in trustees shall take effect immediately after the meeting where the action to increase or decrease the Board is taken. Any person over the age of twenty-one (21) shall be eligible to act as a trustee, but he or she must be an Active member and an employee of a qualified medical group practice, ambulatory health care organization, hospital, or multi-unit health care system. Section 3: Term of Office and Manner of Election: Trustees at-large shall serve for a term of three years commencing on the date of the annual meeting and until their successors have been elected and assume office. The terms of office for Trustees at Large shall be staggered so two trustees shall be newly elected at each annual meeting. Any vacancy that may occur, whether caused by resignation, death or otherwise, may be voted on and filled by the remaining trustees attending any meeting of the Board provided a majority of the trustees are present and vote. A trustee thus elected to fill any vacancy shall hold office for the unexpired term of his predecessor. The Immediate Past President and officers shall serve a one year term of office or until their successor is elected or qualified. A Trustee-at-large may serve no more than two full consecutive terms of office.

Section 4. Nominations: The President shall appoint, with the approval of the Board of Trustees, a Nominating Committee, which will consist of three (3) voting members, one of whom shall be the Immediate Past President of the Association. At least one member of the Nominating Committee shall be reappointed to the following year’s Nominating Committee to insure continuity. Members of the Nominating Committee are not eligible to be nominated for any position. Prior to the annual meeting, the Nominating Committee shall present a slate of officers and trustees for the ensuing year to be voted on at the annual membership meeting and members shall be notified of the slate in email or writing at least fifteen (15) days before the meeting. Nominations for trustees may be made at the annual meeting from the floor, and they shall be voted upon together with the recommendations of the Nominating Committee. Immediately following the election of trustees, the active members shall elect officers. Section 5. Quorum of the Board: At any meeting of the Board of Trustees, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Association, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting. Section 6. Meetings of the Board and Voting Procedure: The Board shall meet at least annually and at any other times as the Board shall prescribe. Meetings of the Board may be called at any time and place inside or outside the State of Washington. Reasonable notice of all meetings shall be given to the trustees; however, no notice shall be necessary if all trustees are present at the meeting or sign the minutes of each meeting. At all meetings of the Board, the presence of a majority of the trustees shall be necessary for the transaction of business. Any authorization act or resolution approved and signed by all the trustees shall be the action of the whole Board, notwithstanding such signature having been obtained separately and without a meeting of the Board. Section 7. Compensation: The trustees and officers of the Association shall not receive any compensation for services, but may be reimbursed for out-of-pocket expenses incurred in conducting Association business provided the trustees approve; however, the Association may elect and pay for an Executive Director. Section 8. Indemnification: Every Trustee and Officer shall be indemnified by the Association to the fullest extent allowed by State law, for all expenses and liabilities, including legal fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they become involved, by reason of being, or having been, a Trustee, Officer or employee of the Association, or any settlement or judgment thereof, whether the person is a Trustee, Officer or employee at the time such expenses are incurred, except in such case wherein the Trustee, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of

indemnification shall be in addition to, and not exclusive of, all other rights to which the indemnified may be entitled. ARTICLE X - AMENDMENTS These bylaws may be altered or amended at any meeting of the members where there is a quorum, whether such meeting is a regular or specially called meeting, provided notice is given in writing to all members at least ten (10) days before the meeting upon which the alteration or amendment is to be voted upon, and a copy of said alteration or amendment is emailed to all members. A majority vote of the voting members present may pass resolution to alter or amend the bylaws. Bylaws may be amended at any regularly called meeting of the members irrespective of the notice provision above provided the amendments are adopted unanimously by the members present. ARTICLE XI - TERMINATION OF MEMBERSHIP Section 1. Any member may submit his or her resignation, which shall be in writing, at any time to the Executive Director. In the event a member resigns and wishes to rejoin the Association, the reinstatement application for membership shall be treated as a new application. Section 2. The Board of Trustees may expel, suspend, or censure a member upon a reasonable showing that a member has, by act or neglect willfully violated the Bylaws or Code of Ethics of the Association, or has willfully failed or refused to comply with the orders of its governing authorities, or has brought discredit on the Association or another member or members of it by act or neglect reasonably inferable to the willful. The member against who action has been taken shall have the right to appeal the decision at a meeting of the Board of Trustees provided the request is made in writing to the President or the Association within 30 days of notice being served. Section 3. A member who has not paid any financial indebtedness to the Association, including dues, within sixty (60) days after written notification, may be dropped from membership without giving notice.

ARTICLE XII ROBERT’S RULES OF ORDER Robert’s Rules of Order as currently in effect at the time of any meeting shall govern the conduct of any and all meetings of the trustees and members.

ARTICLE XIII PROPRIETARY INTEREST DISTRIBUTION UPON LIQUIDATION The proprietary interest in the assets of the Association, if any, real, personal and mixed, and of whatsoever kind and nature, has been and shall, upon liquidation, either voluntarily or involuntarily, be sold and converted into money, and said money after payment of all the Association’s debts, shall be distributed to a nonprofit, charitable corporation rendering medical services to the public as selected by a majority vote of the trustees.

ARTICLE XIV CORPORATE SEAL The Association may, but is not required to, have a corporate seal bearing the following words: “MEDICAL GROUP MANAGEMENT ASSOCIATION OF WASHINGTON STATE, A NON-PROFIT WASHINGTON CORPORATION, 1974” The trustees may decide whether or not to adopt a corporate seal. ADOPTED THIS 17th DAY OF SEPTEMBER, 1976 WASHINGTON STATE MEDICAL GROUP MANAGEMENT ASSOCIATION ATTEST:

Lowell Doyle

Helen Savage

Medical Group Management Association of Washington State Bylaws As Amended: May 19, 2000 Bylaws As Amended: June 26, 2001 Bylaws As Amended : May 3, 2002 Bylaws As Amended: May 23, 2005 Bylaws As Amended: May 21, 2007 Bylaws As Amended: April 18, 2010 Bylaws As Amended: April 18, 2011 Bylaws As Amended: May 16, 2016