BYLAWs of

New Mexico Telehealth Alliance

I MEMBERS The Corporation be a Membership Organization.

II BOARD OF DIRECTORS

A. Number, Tenure, Qualification, Election: The Board will consist of no more than eleven Directors, who will be elected annually by the Directors at their Annual Meeting to serve until their successors have been elected and qualified. A Director need not be a New Mexico resident. A Director may be removed with or without cause by a majority of the Directors, or may resign. Vacancies may be filled by a majority of the remaining Directors though less than a quorum. Newly created Directorships may be filled by the Directors for a term of office continuing only until the next election of Directors.

B. Meeting's: An Annual Meeting of the Board of Directors will be held during the month of January at the time and place fixed by the Directors. Special Meetings of the Board may be called by any Director or Officer, and will be held at the time and place fixed by the person calling the meeting on written notice given to each Director at least two days before the meeting.

C. Quorum, Action: A majority of the number of Directors then in office will constitute a quorum at Board Meetings. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Directors to leave less than a quorum. The Directors will manage the affairs of the Corporation, and may act only as a Board with each Director having one vote. The act of a majority of Directors present at a meeting at which a quorum is present will be the act of the Board unless a greater number is required by the Nonprofit Corporation Act or these Bylaws.

III OFFICERS

A. Number, Tenure, Qualification, Election: The Officers of the Corporation will be a President, Vice President, Secretary and Treasurer, and such other offices as the Board may decide, who will be elected annually by the Board at its Annual Meeting to serve until their successors are elected and qualified. Officers need not be Directors or New Mexico residents. An officer may be removed with or without cause by the Board, or may resign. Vacancies and newly created offices will be filled by the Board. One person may hold more than one office, except that no person may be both President and Secretary. Officers will perform the duties and have the powers assigned by the Board, incident to the office and provided in these Bylaws.

B. President and Vice President: The President, or the Vice President during the absence of the President, disability or failure to act of the President, will preside at all Corporation meetings and, when authorized, will execute and deliver documents in the name of the Corporation.

C. Secretary and Assistants: The Secretary, or any Assistant Secretary during the absence, disability or failure to act, of the Secretary, will keep and have custody of the seal, books and records of the Corporation and the minutes of- all meetings, will give all Notices required and, when authorized, will execute, attest, seal and deliver documents of the Corporation.

D. Treasurer and Assistants: The Treasurer, or any Assistant Treasurer during the absence, disability or failure to act of the Treasurer, will be responsible for keeping correct and complete books and records of account for the Corporation.

IV BOARD COMMITTEES

The Board, by resolution adopted by a majority of the Directors, may designate and appoint Committees, each of which will consist of at least two Directors, and will have and may exercise the authority of the Board, except to the extent limited by law. A majority of the members of a Committee may fix its rules of procedure. An action by a Committee shall be reported to the Board at a Board meeting succeeding such action and shall be subject to revision by the Board although no rights of third parties shall be affected by any such revision. The designation and appointment of any Committee and the delegation thereto of authority will not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board or a Director.

V ADVISORY COMMITTEES

A. Number, Tenure, Qualification, Election: The Board, by resolution adopted by a majority of the Directors, may create an unlimited number of Advisory Committees. An Advisory Commitee may consist of any number of members which the Board determines is necessary. The members of an Advisory Committee, as well as a Chair, Vice Chair and Secretary of the Advisory Committee, will be appointed by the President and confirmed by the Board. An Advisory Committee does not have to have a Director as a member although Directors may be members of an Advisory Committee. An Advisory Committee is not a Board Committee. Members of an Advisory Committee will serve until their successors have been appointed. An Advisory Committee Member need not be a New Mexico resident. An Advisory Committee Member may be removed with or without cause by a majority of the Directors, or may resign. Vacancies may be filled by a majority of the Directors.

B. Meetings, Quorum, Action: All Advisory Committees will hold regularly scheduled meetings. Advisory Committees will keep minutes of their meetings. A majority of the members of an Advisory Committee will fix its rules of procedure. A quorum for the transaction of business for an Advisory Committee will be a majority of the members of the Advisory Committee. The act of a majority of the Advisory Committee Members at a meeting or through a teleconference at .which a quorum is present will be the act of the Advisory Committee. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Advisory Committee Members to leave less than a quorum.

C. Duties and Responsibilities of Advisory Committee: The members of an Advisory Committee will not have the power or authority to manage the affairs of the Corporation. The members of Advisory Committees will provide advice, assistance and expertise to the Board. The Board will have discretion to determine whether to accept the recommendations of the Advisory Committees.

VI ATTENDANCE

Directors or any committee designated by the Board of Directors may attend in person or by any other electronic means that allows active participation including but not limited to: video teleconferencing, audio teleconferencing.

VII VOTING 

The Board of Directors may vote in person or by any other electronic means available to the Board Member including but not limited to: Video teleconference, audio teleconference, electronic mail, Board Listserve, Fax. V.I 11 WAIVER OF NOTICE

Whenever any notice is required to be given to any Director, a waiver thereof in writing signed by the person entitled to the notice is equivalent to the giving of the notice. The attendance of a Director at a meeting constitutes a waiver of notice of the meeting except when attendance is for the sole purpose of objecting because the meeting is not lawfully called or convened.

IX MONETARY MATTERS

A. Funds and Borrowing: The depository for corporate funds, the persons entitled to draw against these funds, the persons entitled to borrow on behalf of the Corporation, and the manner of accomplishing these matters will be determined by the Board.

B. Compensation and Pecuniary Benefit: No Director or Officer will receive, directly or indirectly, any income, profit or pecuniary benefit from the Corporation, except that the Corporation may reimburse them from corporate funds upon proper documentation for expenses incurred on behalf of the Corporation, and may reasonably compensate them for services rendered in furtherance of the corporate purposes.

C. Provision Against Sharing in Corporate Earnings: No Director or Officer will receive at any time any of the net earnings of the Corporation, or share in any of the corporate assets upon dissolution of the Corporation.

X INDEMNITY 

The Corporation will indemnify each Director and Officer of the Corporation, and their heirs, legal representatives and assigns, against expenses, costs and attorney's fees actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which the Director or Officer is made a party by reason of being or having been an Officer or Director. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or Officer will not be indemnified if he or she is adjudged to have breached or failed to perform the duties of his office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a Director or Officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding, provided that the Director or Officer agrees to reimburse the Corporation if it is subsequently determined that the Director or Officer was not entitled to indemnification.

XI INTERESTED PARTIES 

No transaction of the Corporation will be affected because a Director or Officer of the Corporation is interested in the transaction, unless the transaction is in violation of the proscriptions in the Articles of Incorporation and these Bylaws against inurnment of monetary benefit. Such interested parties will be counted for quorum purposes and may vote when the Corporation considers the transaction. Such interested parties will not be liable to the Corporation for the party's profits, or the Corporation's losses, from the transaction.

XII SEAL

The Board may, but need not, adopt a form of seal to be used by the Corporation, but the failure to use a corporate seal does not affect the validity of any instrument or any action taken in reliance thereon or in pursuance thereof.

XIII AMENDMENTS

These Bylaws may be altered, amended or repealed by the majority vote of the Board.

OFFICERS' CERTIFICATE

We certify the foregoing to be a true copy of the Bylaws duly adopted and amended on Sept. 16, 2002

Advisory Committees

Bylaws

Members