Southeastern Surgical Congress

Restated Articles of Incorporation
of the
Southeastern Surgical Congress

The provisions hereof constitute the Restated Articles of Incorporation of Southeastern Surgical Congress (the "Congress"), as restated pursuant to Section 14-3-155 of the Georgia Nonprofit Corporation Code. Certain amendments to the Articles of Incorporation of the Congress are adopted in the form of this Restatement as is authorized by the Code. Further, as required by the Code, the Congress hereby certifies that:

(A) The Restated Articles of Incorporation purport to restate all those provisions of the original Articles of Incorporation in effect as of the date of filing hereof which are not amended in this Restatement, and such provisions together with the amendments adopted in the form of this Restatement constitute the Restated Articles of Incorporation of the Congress.

(B) The Councilors of the Congress, on February 4, 1996, duly adopted a resolution setting forth these Restated Articles of Incorporation, including the amendments effected hereby, and directed that said Restated Articles of Incorporation be submitted to the members of the Congress for approval.

(C) The member vote required to adopt these Restated Articles of Incorporation was an affirmative vote of two-thirds of the members present at the annual Assembly of the Congress. On January 27, 1989, the restatement of the Articles of Incorporation of the Congress in the form set forth herein was unanimously adopted by members of the Congress present at the annual Assembly.

(D) These Restated Articles of Incorporation supersede the original Articles of Incorporation of the Congress as heretofore amended.

(E) The Restated Articles of Incorporation of the Congress shall be as follows:

1.

The name of the corporation shall be Southeastern Surgical Congress.

2.

The period of duration of the corporation is perpetual, subject to the laws of the state.

3.

The Southeastern Surgical Congress is a nonprofit corporation, organized pursuant to the Georgia Nonprofit Corporation Code, and shall have no capital stock or shareholders.

4.

The purpose or purposes for which the corporation is organized is to promote and advance the study and practice of surgery and allied sciences, and to promote generally and in all lawful ways the art and science of medicine; the principal objects of the corporation being educational, scientific, and social.

5.

The management and control shall be vested in a Board of Directors, who shall be known as Councilors, and who are to be selected as the Bylaws provide. The number of Councilors shall be fixed by the Bylaws.

6.

No Councilor of the corporation shall be personally liable to the corporation for monetary damages for breach of duty of care or other duty as a Councilor, except for liability (i) for any appropriation, in violation of his duties, or any business opportunity of the corporation, (ii) for acts or omissions not in good faith that involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the Councilor derived an improper personal benefit. If the Georgia Nonprofit Corporation Code is amended after approval of this article by the Councilors to authorize corporate action further eliminating or limiting the personal liability of Councilors, then, without further corporate action, the liability of a Councilor of the corporation shall be eliminated or limited to the fullest extent permitted by the Georgia Nonprofit Corporation Code, as so amended. Neither the amendment or repeal of this Article nor the adoption of any provision of these Articles of Incorporation inconsistent with this article shall eliminate or adversely affect any right or protection of a Councilor of the corporation existing immediately prior to such amendment, repeal or adoption. The limitation of liability conferred in this Article shall be in addition to and not in lieu of all other limitations, immunities, and indemnities conferred by law, the Articles of Incorporation and the Bylaws of the corporation.

IN WITNESS WHEREOF, Southeastern Surgical Congress has caused these Restated Articles of Incorporation to be executed, its corporate seal to be affixed, and its seal and execution thereof to be attested, by all its duly authorized officers this first day of March, 1989.

Bylaws