ARTICLE I

NAME

The name of the corporation shall be CTSNet, Inc.

ARTICLE II

PURPOSES

Section 1. Not For Profit. The corporation is organized under and shall operate as an Illinois not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the Illinois General Not For Profit Corporation Act of 1986, as amended.

Section 2. Purposes. The purposes of the corporation are to promote the mutual professional interests and general usefulness of cardiothoracic surgeons, providers of related goods and services and the field of cardiothoracic surgery, including but not limited to the dissemination of educational and other information. In furtherance of such purposes, and without limiting the generality of the foregoing, the corporation desires to (a) provide for the individual cardiothoracic surgeon a compilation of information sites on the World Wide Web that caters to the specific needs of the cardiothoracic surgical profession; (b) to provide the public with reliable information about cardiothoracic illnesses and treatments; (c) to provide a common information technology infrastructure to assist cardiothoracic associations of the world to function in a more cost-effective way; (d) to support existing and future cardiothoracic associations by providing access to an array of Web resources; and (e) to create a forum by which providers of cardiothoracic products can reach their intended audiences, including cardiothoracic surgeons, in a rapid and complete way.

Section 3. Dissolution. Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation in accordance with any   applicable provisions of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and as the board of directors shall determine.

ARTICLE III

REGISTERED OFFICE AND AGENT

The corporation shall have and continuously maintain in the State of Illinois a  registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the State of Illinois and such other registered agents as the board of directors may from time to time determine.

ARTICLE IV

MEMBERS

Section 1. Election of Members. The three initial members of the corporation are The Society of Thoracic Surgeons, an Illinois not-for-profit corporation ("STS"), the European Association for Cardio-Thoracic Surgery, a United Kingdom not-for-profit corporation ("EACTS"), and The American Association for Thoracic Surgery, an Illinois not-for- profit corporation ("AATS"). New members may be elected from time to time by the unanimous vote of the members.

Section 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members. The President of each member or his designee shall serve as its representative to vote and act for such member with respect to the affairs of the corporation.

Section 3. Resignation. Any member may resign by filing a written resignation with the Secretary; provided, however, that a member's resignation shall not be effective until such member has paid in full all of its financial obligations to the corporation.

Section 4. Termination of Membership. The members by affirmative vote of two-thirds of all of the members may expel a member for cause after notice and an appropriate hearing.

ARTICLE V

MEETING OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held at such   time and place as the board of directors may determine for the purpose of transacting such business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, by the board of directors, or by not less than one-half of the members having voting rights.

Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Illinois; provided, however, that if all the members shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. Unless otherwise required by the Illinois General Not    For Profit Corporation Act of 1986, as amended, written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, or by mail, facsimile transmission or overnight courier to each member entitled to vote at such meeting, not less than five (5) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the persons calling the meeting.

In the case of a special meeting, or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered ten (10) days after it is deposited with postage prepaid in the mail with the postal delivery service of the country in which the deposit is made, addressed to the member at its address as it appears on the records of the corporation. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. If notice be given by overnight courier, such notice shall be deemed to be delivered two (2) days after it is deposited with an internationally recognized overnight courier company. Any member may waive notice of any meeting.

Section 5. Informal Action by Members. Any action required to be taken at a meeting    of the members of the corporation, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (i) by the designated representative of every member entitled to vote with respect to the subject matter thereof, or (ii) by the designated representatives of members having not less than the minimum number of votes that would be necessary to authorize or to take action at a meeting at which all members entitled to vote thereon are present and voting.

Section 6. Quorum and Manner of Acting. A quorum shall be composed of at least one less than the total number of members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on a matter shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these bylaws.

Section 7. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the designated representative of a member or by its duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, a Secretary and a Treasurer, all of whom shall be elected by and from the board of directors. The board of directors may appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by board of directors. One representative from each of STS, EACTS, and AATS will serve in the offices of President, Secretary and Treasurer at all times, except during periods of any unfilled vacancies. Officers need not be residents of Illinois.

Section 2. Election and Term of Office. Each officer shall be elected by the board of directors for an annual term, provided that no person may serve as President for more than three (3) terms. The officers shall be elected at the annual meeting of the board of directors nearest the expiration of their term of office and shall serve until their successors have been duly elected and qualified. Vacancies may be filled or new offices created and filled at any meeting of the board of directors.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the corporation, and shall in general supervise and control all of the affairs of the corporation. He or she shall serve as the chairman of the board and preside at all meetings of the board. He or she may sign, with the Secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except   in cases where the signing and execution thereof shall be expressly delegated by the board of directors, by these bylaws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be assigned to him or her by the board of directors from time to time.

Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the board   of directors in one or more books provided for that purpose; coordinate meetings and provide agendas for the board of directors; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him or her by the President or by the board of directors.

Section 7. Treasurer. As required by the board of directors, the Treasurer shall oversee the financial affairs of the corporation. The Treasurer shall assist the Executive Editor and the Managing Editor in the preparation and presentation of the Annual Budget. Financial records and bank accounts shall be under the direction of the Managing Editor, who shall render an annual report for audit by an independent certified public accountant. Also the Managing Editor will provide the Treasurer with quarterly reports on the financial activity and status of the corporation. The Treasurer shall report the financial status of the corporation to the board of directors at its regularly scheduled meetings.

ARTICLE VII

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors. The management duties of the board shall include, but not be limited to:

(1) making the corporation financially self-supporting;

(2) assisting in the making and approving of an annual budget for the corporation;

(3) assisting the Executive Editor in the strategic development of the corporation, including prioritizing between various projects;

(4) deciding on various investments;

(5) deciding about the use of funds;

(6) determining whether any additional organizations will be permitted to add a website to the corporation's compilation of websites (approved organizations executing a Participation Agreement approved in form by the corporation are collectively referred to herein as "Participating Organizations"); and

(7) determining the compensation of the Executive Editor, and others employed or retained by the corporation.

Section 2. Composition, Tenure and Qualifications. The number of directors shall be ten (10), four (4) of whom shall be appointed by STS, three (3) of whom shall be appointed by AATS, and three (3) of whom shall be appointed by EACTS. Each director shall be appointed for a two (2) year term and until his or her successor has been appointed and qualified. No person may serve as a director for more than six (6) years unless a longer period is approved by the board of directors and the director’s organization.  Service by a director beyond the six year limit shall be for the sole purpose of serving as an officer of the corporation. The Executive Editor shall be an ex-officio, non-voting member of the board of directors. Directors need not be residents of Illinois. A person may serve as a director of the corporation only so long as the member appointing him or her shall be a member of the corporation.

Section 3. Regular Meetings. The board of directors shall hold three regular meetings each year, one to coincide with the annual meeting of each of STS, AATS, and EACTS. The board of directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the board without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the President or any three directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board called by them.

Section 5. Notice. Notice of any special meeting of the board of directors shall be given at least three (3) days prior thereto by written notice delivered personally or sent by mail, facsimile transmission or overnight courier to each director. If notice be given by mail, such notice shall be deemed to be delivered ten (10) days after it is deposited with postage prepaid in the mail of the postal delivery service of the country in which the deposit is made, addressed to the director at his or her address as it appears on the records of the corporation. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. If notice be given by overnight courier, such notice shall be deemed to be delivered two (2) daysafter it is deposited with an internationally recognized overnight courier company. Any director may waive notice of any meeting.

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the Board; provided, that all three members must be represented among the directors present; and, provided further, that if less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these bylaws.

Section 8. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 9. Vacancies. Any vacancy occurring in the board of directors shall be filled by the member who appointed the vacating director. A director selected to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.

Section 10. Compensation. Directors shall not receive any salaries for their services as such; provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11. Attendance by Communications Equipment. Members of the board of directors or of any committee of the board of directors may participate in and act at any meeting of such board of directors or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute   attendance and presence in person at the meeting of the person or persons so participating.

ARTICLE VIII

COMMITTEES

Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall have two or more directors, and a majority of the members of each committee shall be directors. Such committees, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon them by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the President of the corporation shall nominate and the board of directors shall approve the members thereof. Any member thereof may be removed by the board of directors whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall serve for a one (1) year term and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the board of directors based upon a nomination made by the President.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own governance not inconsistent with the Illinois General Not For Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these bylaws or rules duly adopted by the board of directors.

ARTICLE IX

EXECUTIVE EDITOR

The board of directors shall appoint an Executive Editor, who shall serve as Editor of the corporation's compilation of websites and who shall be responsible for the    establishment and maintenance of said compilation. The Executive Editor shall perform his or her duties under the direction of the board of directors of the corporation. Until such time as the board of directors shall appoint an Executive Director/Administrator, the Executive Editor shall perform those duties as listed under Article XII of these Bylaws.. He or she shall prepare an annual business report to be provided to all Participating Organizations, and shall report to the board of directors at all meetings of the board of directors. The Executive Editor shall be appointed for a three (3) year term. No person may serve as Executive Editor for more than nine (9) years, unless a longer period is approved by all of the directors of the corporation.

ARTICLE X

ASSOCIATE EDITORS; SITE EDITORS

Section 1. Associate Editors. The Executive Editor shall appoint at least three (3) associate Editors, including one Associate Editor from the membership of each of STS, EACTS and AATS, subject to the approval of the Board of Directors. Each Associate Editor shall serve for a one (1) year term, and may be reappointed annually. The associate Editors shall assist the Executive Editor in the performance of his or her duties.

Section 2. Site Editors. Each Participating Organization shall appoint a Site Editor who shall be responsible for the content of such Participating Organization's website. The Site Editors shall serve on the Editorial Board.

Section 3. Section Editors. The Executive Editor shall appoint such section Editors as he or she deems appropriate for the operation and maintenance of the corporation's compilation of websites. The section Editors shall serve on the Editorial Board.

ARTICLE XI

EDITORIAL BOARD

The corporation shall have an Editorial Board, whose function shall be to assist the Executive Editor in the performance of his or her duties. The Editorial Board shall be composed of (a) the site Editors, (b) the section Editors, (c) the Editors of participating print journals (d) Physician Executive Director/Administrator and (e) other persons appointed by the Executive Editor.

ARTICLE XII

EXECUTIVE DIRECTOR/ADMINISTRATOR

The board of directors may appoint an Executive Director/Administrator to manage the administrative affairs of the corporation. The Executive Director/Administrator shall serve at the pleasure of the board of directors. He or she shall perform those duties assigned to him or her by the board of directors and the Executive Editor, including (a) managing the administrative staff of the corporation, (b) assisting in the maintenance of the corporation's financial records, and (c) overseeing the administrative matters of the corporation.

ARTICLE XIII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the Treasurer and countersigned by the President of the corporation. The corporation may not incur indebtedness in an amount which, either alone or combined with existing indebtedness, is greater than ten percent (10%) of the corporation's then-current    approved operating budget without the unanimous written consent of the members.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

Section 4. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

ARTICLE XIV

BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.

ARTICLE XV

FISCAL YEAR

The fiscal year of the corporation shall be determined by the board of directors.

ARTICLE XVI

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not For Profit Corporation Act of 1986, as amended, or under the provisions of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVII

AMENDMENTS TO BYLAWS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by the unanimous approval of all the members of the corporation at any regular meeting or at any special meeting, provided that at least fifteen days' written notice is given of intention to alter, amend or repeal and to adopt new bylaws at such meeting.

ARTICLE XVIII

INDEMNIFICATION

The corporation shall indemnify all officers, directors and the Executive Editor of the corporation to the full extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the board of directors of the corporation.