AMERICAN ASSOCIATION
OF NEUROMUSCULAR &
ELECTRODIAGNOSTIC MEDICINE

(formerly the American Association of Electrodiagnostic Medicine
(formerly the American Association of Electromyography and Electrodiagnosis)

RESTATED ARTICLES OF INCORPORATION
Revision: November 2004

ARTICLE 1.0 NAME

The name of the corporation shall be American Association of Neuromuscular & Electrodiagnostic Medicine.

ARTICLE 2.0 REGISTERED OFFICE

The corporation’s registered office shall be at 2621 Superior Dr NW, Rochester, Minnesota 55901.

ARTICLE 3.0 BOARD

Section 3.1 Number

The Board of Directors shall consist of three or more members with their exact number and qualifications to be specified by the Bylaws.

Section 3.2 Current Directors

The names and addresses of the current directors of the corporation are:

Section 3.3 Board Action Without A Meeting

Any action required or permitted to be taken at a corporation board meeting may be taken by written action signed by the greater of: (a) two-thirds of all of the directors; or (b) the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.

ARTICLE 4.0 GOVERNING LAW

This corporation was organized and operates under the Minnesota nonprofit corporation act [Chapter 317 of Minnesota Statutes until January 1, 1991, when it was superseded by Chapter 317A of Minnesota Statutes].

ARTICLE 5.0 PURPOSES

The general purpose of this corporation shall be to serve physicians who diagnose and treat patients with disorders of muscle and nerve, extend the knowledge of electrodiagnostic medicine, and improve the quality of patient care. To carry out such general purposes, the corporation engages in medical, scientific and professional communications, education and research, as well as relations with the public, the government and other organizations concerned with health care; and it may receive or acquire by gift, bequest, grant, devise or purchase, and may hold, use, invest, expend, convey or dispose of any real or personal property whatever, all of which property shall be used to accomplish said purpose, provided, however, that all policies and programs of the corporation are consistent with the requirements that it is neither organized nor operated for profit and no part of its net earnings inure to individuals.

ARTICLE 6.0 BYLAWS

The corporation shall have Bylaws. The power to adopt, amend or repeal such Bylaws is reserved to the members having voting rights. They shall do so by a two-thirds vote of such members present and voting at any meeting for which the notice includes the substance of the proposed amendment and that acting upon it will be an item of business at the meeting.

ARTICLE 7.0 MEMBERS

The corporation shall have members. Their qualifications, classes, method of selection and rights shall be as provided by the Bylaws.

ARTICLE 8.0 GAIN, LIABILITY AND STOCK

Section 8.1 No Pecuniary Gain

The corporation does not afford pecuniary gain, incidentally or otherwise, to its members.

Section 8.2 No Personal Liability

No member of the corporation has any personal liability for obligations of the corporation.

Section 8.3 No Stock

The corporation shall have no capital stock.

ARTICLE 9.0 DISSOLUTION

Upon dissolution of the corporation, its net assets shall be conveyed to a charitable, educational, scientific or professional organization exempt from federal income tax, preferably one involved in advancing electrodiagnostic medicine.

ARTICLE 10.0 AMENDMENTS