Amended and restated bylaws...
          When the Hospital was reorganized in 1998 as a private, non-profit corporation, it was necessary to amend its by-laws as follows.

ARTICLE I
DEFINITION, MISSIONS, POWERS AND FISCAL YEAR

Section 1.1 DEFINITIONS

The terms set forth below shall have the following meanings unless otherwise required by the context in which they may be used.

Articles of Incorporation.

The terms "Articles of Incorporation" shall mean the Amended and Restated Articles of Incorporation as filed with the Secretary of State of the State of North Carolina on the 18th day of September, 1998, and all Articles of Amendment filed thereafter.

Board.

The term "Board" shall mean the Board of Trustees of the Corporation. The term "governing Board" shall be synonymous with the term Board.

Board Committee.

The term "Board Committee" shall mean a body whose members are elected by the Board from its own membership or at-large and which may be authorized to exercise a designated portion of the authority of the Board when the Board is not in session.

Board of Commissioners.

The term "Board of Commissioners" shall mean the governing body as a whole of Pitt County, North Carolina.

Board of Governors.

The term "Board of Governors" shall mean the Board of Governors of the University of North Carolina.

Bylaws.

The term "Bylaws" shall mean the Bylaws of this Corporation except where reference is specifically made to the bylaws of another entity or unit.

Corporation.

The term "Corporation" shall mean Pitt County Memorial Hospital, Incorporated, a North Carolina not-for-profit corporation.

County Commissioners.

The term "County Commissioners" shall mean the individual serving in the governing position of the County of Pitt, North Carolina.

Employed Staff.

The term "Employed Staff" shall mean those persons employed by the Corporation to provide executive, medical, nursing, paramedical, technical, business, management and other supportive services for the care of patients of the Hospital.

Hospital.

The term "Hospital" shall mean Pitt County Memorial Hospital, Incorporated and any other health care facilities operated by the Corporation.

Medical Staff.

The term "Medical Staff" shall mean the formal organization composed of all licensed physicians, dentists, other practitioners and health care personnel who are regularly privileged to admit, attend or consult with respect to patients of the Hospital created and operated pursuant to the provisions hereof.

Medical Staff Bylaws.

The term "Medical staff Bylaws" shall mean the bylaws, rules, regulations and procedures collectively setting forth the purposes, functions, organization and operation of the Medical Staff.

Officer.

The term "Officer" shall mean one or more of the positions as provided in Articles III and IV hereof.

State.

The term "State" shall mean the State of incorporation of the Corporation unless otherwise specifically indicated.

Trustee.

The term "Trustee" shall in all cases refer to persons serving as regular members of the Board, with authority to vote and be counted in determining the existence of a quorum.

Section 1.2 STATEMENT OF MISSION

Pitt County Memorial Hospital is a voluntary not-for-profit hospital owned and operated by a non-stock, non-profit corporation with Board members being appointed by the Pitt County Board of Commissioners and the University of North Carolina Board of Governors. The Hospital is established to maintain and operate hospitals, clinics, nursing homes and other related facilities to provide for the care and treatment of persons suffering from illnesses, injuries or disabilities, which require outpatient or inpatient hospital care; and

To provide the most effective and efficient patient care services to Pitt County citizens who require community healthcare and to all citizens of eastern North Carolina who require tertiary care. This service will be provided in a caring and compassionate environment with attention to the holistic needs of the patient and family. In fulfilling this mission, the Hospital will be the primary teaching/research site for the Brody School of Medicine at East Carolina University and for other schools of nursing and allied health, and will contribute to the future healthcare of eastern North Carolina by participating in clinical research.

To carry on any education activities related to the care of the sick and disabled and the promotion of health and preventative medicine, which in the opinion of the Board of Trustees, may be justified by the facilities, personnel, funds or other resources that are or can be made available.

To use revenues of this corporation and the profits, if any, for the purposes of affording hospital care to those unable to pay for the same, promoting better health, to maintain its hospitals and equipment in good repair and modern condition, and in general, to use, invest and hold all revenues and the profits, if any, for the purposes for which this corporation is organized.

Section 1.3 POWERS

The Corporation shall have all the powers vested in it by the laws of North Carolina, so long as such powers are consistent with qualifications for exemption from federal, state, local or any other tax of any kind whatsoever including but not limited to qualification for exemption from federal, state, local or any other tax of any kind whatsoever, including but not limited to qualification under Section 501 of the Internal Revenue Code as amended. No part of the net earnings of this Corporation shall inure to the benefit of any Member, Trustee or Officer of the Corporation.

Section 1.4 FISCAL YEAR

The fiscal year of the Hospital shall commence on the first day of October and end on the 30th day of September of each year.

ARTICLE II
BOARD OF TRUSTEES

Section 2.1 GENERAL POWERS

All of the business and affairs of the Corporation shall be managed by the Board of Trustees consistent with the Articles of Incorporation, these Bylaws and other applicable law. The Board shall make appropriate delegation of authority to the Officers of the Corporation, and to the extent permitted by the law, the Board Executive Committee may act on its behalf when it is not in session.

Section 2.2 NUMBER AND ELECTION

The Board of Trustees shall consist of twenty (20) members appointed by the Board of Commissioners of Pitt County and the Board of Governors of the University of North Carolina as set forth in the Articles of Incorporation.

Section 2.3 VOTING

Each member of the Board shall be qualified to vote on any issue that may properly come before any meeting of the Board to which he may be elected or appointed. Voting by Proxy shall not be allowed.

Section 2.4 QUALIFICATIONS

The Chairman of the Board and the Chief Executive Officer shall be available to consult with the County Commissioners and the Board of Governors to ensure that candidates of exceptional ability, good character and those interested in health care are selected.

Section 2.5 REMOVAL AND RESIGNATION

Any member of the Board of Trustees must attend 60% of the regular meetings of the Board and the regular meetings of University Health Systems of Eastern Carolina, Inc. in a calendar year, regardless of whether absences are excused or unexcused. A violation of the above attendance rule by a Trustee (hereinafter "Absenteeism") will be reported to the Trustee's appointing body for appropriate action.

Any Trustee may resign from the Board at any time by giving written notice to the Chairman or to the Secretary, and, unless otherwise specified herein, the acceptance of such resignation shall not be necessary to make it effective. The County Commissioners may remove a Trustee appointed by the County Commissioners solely for cause and shall have no authority to remove a Trustee appointed by the Board of Governors. The Board of Governors may remove a Trustee appointed by the Board of Governors solely for cause and shall have no authority to remove a Trustee appointed by the County Commissioners. No Trustee shall be removed, except for "cause" which shall be defined as mental incompetency, bad faith, breach of fiduciary responsibility, or conflict of interest in violation of this corporation's bylaw and policies, conviction of or plea of no contest to a felony or any crime involving moral turpitude, or absenteeism. All vacancies shall be filled by an appointment by the Pitt County Board of Commissioners or the UNC Board of Governors as set forth in the Articles of Incorporation for the unexpired term created by the vacancy.

Section 2.6 LIMITATION ON TERM OF OFFICE

No member of the Board of Trustees shall serve for more than two (2) successive full five year terms.

Section 2.7 REGULAR MEETINGS

The Board shall hold regular monthly meetings on the third Tuesday of each of the following months on the hospital campus, or such places as may be designated from time to time by the Trustees: January, March, April, June, July, September, October, December. Joint meetings may be held with the Board of Directors of University Health Systems of Eastern Carolina, Inc. in any month.

Section 2.8 SPECIAL MEETINGS

Special Meetings may be called by the Chairman or shall be called upon the written request of three members of the Board. Except in the event of an emergency, written notice of special meetings shall be mailed to each member of the Board at least two days before the date of such Special Meeting. This notice shall state the business or transaction for which the meeting has been called, and no business may be transacted except such as is set forth in the call for the meeting.

Section 2.9 ANNUAL MEETING

The annual meeting of the Board shall be held in January of each year when officers shall be elected.

Section 2.10 QUORUM

A majority of the members of the Board shall constitute a quorum for the transaction of business of the Corporation at any meeting, unless otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, so long as any action taken is approved by at least a majority of the required quorum for such a meeting. Any one (1) or more Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting.

Section 2.11 AGENDA

The agenda at any meeting of the Board of Trustees shall be as follows:

A. Regular Stated Meetings
1. Call to Order.
2. Roll call.
3. Approval and/or correction of minutes of previous meeting.
4. Chairman's Report.
5. CEO's Report.
6. Consent Agenda.
7. Committee Reports.
8. Report of Medical Staff.
9. Report of Medical School Dean.
10. Unfinished business.
11. New business
12. Closed Session, if necessary.
13. Adjournment.

B. Special Meetings
1. Call to order.
2. Roll Call.
3. Transaction of business for which meeting was called.
4. Closed Session, if necessary.
5. Adjournment.

Section 2.12 MANNER OF ACTING

A. Formal Action of Board. Unless otherwise provided herein or by statute
provided, the act of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by Article 7 of the Articles of Incorporation, state law, or the Transfer Agreement with Pitt County, entitled Agreement to Change Status of Pitt County Memorial Hospital, executed on June 1, 1998.

B. Informal Action by the Board. Unless otherwise herein or statute provided,
no action of the Board shall be valid unless taken at a meeting at which a quorum is present, except that any action that may be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all Trustees. Such written consent will be placed with the minutes of the Board.

Section 2.13 CONFLICT OF INTEREST

The Trustees accepting appointment to the Board agree to comply with the General
Statutes of North Carolina and any policies adopted by the Board regarding any conflict of interest between the Trustee and the Hospital. Prior to the commencement of service as a Trustee (or, with respect to Trustees serving as such as of the date of the adoption of these bylaws, at the first meeting following the adoption hereof), each Trustee shall sign and deliver to the Secretary of the corporation a certificate substantially in the form of Exhibit A hereto.

Section 2.14 COMPENSATION

Trustees, as such, shall not receive any stated salaries for their services, but by resolution of the Board a reasonable amount may be allowed as reimbursement of expenses incurred in attending to their authorized duties.

Section 2.15 PROCEDURE

The Board shall follow Robert's Rules of Order when not inconsistent with the Articles of Incorporation, these Bylaws or applicable law.

Section 2.16 ANNUAL EVALUATION

The Board shall, at least annually, conduct a self-evaluation of its functions, responsibilities and duties.

Section 2.17 HONORARY TRUSTEES

Trustees who have served as Chairman of the Board or as a representative of the Medical School in the capacity of Dean or as a representative of the Board of the County Commissioners whose term of appointment has expired may be designated Honorary Trustee if elected by a two-thirds majority vote at a monthly meeting. Honorary Trustees may attend all meetings of the Board but will not have a vote, make or second motions.

Section 2.18 EX-OFFICIO MEMBERS

The County Commissioner designated to meet with the Board of Trustees, the Chief of Staff of the Medical Staff, the Chief of Staff Elect of the Medical Staff and the Dean of the Brody School of Medicine will serve as ex-officio members of the Board of Trustees and of its Executive Committee without the power to make or second motions or to vote.

ARTICLE III
OFFICERS OF THE GOVERNING BOARD

Section 3.1 OFFICERS

The Officers of the Governing Board shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer, an Assistant Treasurer and other such Officers as the Governing Board may authorize. All Officers shall be elected as set forth herein from among the membership of the Board and shall hold office for one (1) year or until their successors shall have been duly elected. Their terms shall begin March 1st. A Board member shall be limited to three (3) successive terms as Chairman of the Board, as any one officer or as a committee chairman.

Section 3.2 BOARD NOMINATING COMMITTEE

At the December meeting the Chairman of the Board will appoint, with Board approval, an Ad Hoc Nominating Committee of three members for officers and Executive Committee. This Committee will provide its report prior to the January meeting and voting shall be at the annual meeting in January when nominations from the floor may be made. The term of office for all Officers and Committees of the Board shall begin March 1st.

Section 3.3 CHAIRMAN

The Chairman shall have the following duties including without limitation:

A. The Chairman shall preside at all meetings, whether of the Corporation or of
the Governing Board, and shall be, ex-officio, a member of all committees except the Nominating Committee.

B. The Chairman shall appoint members to all committees and shall designate the Chairman of these committees unless the Chairman shall serve by virtue of the
office he holds. All such appointments shall be approved by the Board of Trustees.

C. The Chairman shall see that formal orientation is provided for each new Board
member. Members will be invited to attend specifically designed Trustee orientation programs to familiarize them with the organizational structure of the Hospital and to acquaint them with their Board responsibilities.

D. The Chairman shall also make an annual performance evaluation in November of the Chief Executive Officer with the assistance of the Vice Chairman and the Treasurer. The Chairman shall make a report to the Board of Trustees
after the annual performance evaluation summarizing the evaluation and any
action taken. Such report and action is considered a confidential personnel
matter to the extent allowed under North Carolina or other applicable law.

Section 3.4 VICE-CHAIRMAN

The Vice-Chairman shall act as Chairman in the absence of the Chairman and, when so acting, shall have the power and authority of the Chairman.

Section 3.5 SECRETARY

The Secretary shall act as Secretary of both the Corporation and the Governing Board, shall send appropriate notices and prepare agendas for all meetings of the Corporation and of the Governing Board, shall act as custodian of the corporate seal and see that the seal is affixed to all documents requiring same. He shall be responsible for the keeping and reporting of adequate records of all meetings of the Corporation and of the Governing Board.

Section 3.6 TREASURER

The treasurer shall have responsibility to ensure the safekeeping of all Hospital funds. Acting with the executive and finance committee, he shall ensure that a true and accurate accounting of the financial transactions of the Hospital is made, that reports of such transactions are presented to the executive committee, and that all accounts payable are presented to each representative as the executive committee may designate for authorization of payment.

Section 3.7 ASSISTANT TREASURER

The Assistant Treasurer shall act as Treasurer in the absence of the Treasurer and, when so acting, shall have all the power and authority of the Treasurer.

ARTICLE IV
ADMINISTRATION

Section 4.1 CHIEF EXECUTIVE OFFICER

The Governing Board shall select and appoint a qualified Chief Executive Officer who shall be its representative in the management of the Hospital. The Board shall also establish a formal process for period evaluation of the Chief Executive Officer, as noted in Article III, Section 3.3(d). The Chief Executive Officer shall be given the necessary authority and responsibility to operate the Hospital in all its activities and departments, subject only to such policies as may be issued by the Governing Board or by any of its committees to which it has delegated power for such action. He shall act as the duly authorized representative of the Governing Board in all matters in which the Governing Board has not formally designated some other person to so act.

Section 4.2 RESPONSIBILITIES

The authority and responsibility of the Chief Executive Officer shall include:

A. Carrying out all policies established by the Governing Board and advising on the formation of these policies.

B. Developing and submitting to the Governing Board for approval a plan of
Organization for the conduct of hospital operation with recommended changes when necessary.

C. Preparing an annual budget showing the expected revenue and expenditures as
Required by the Governing Board or its finance or executive committees.

D. Selecting, employing, controlling and discharging employees and developing
And maintaining personnel policies and practices for the Hospital.

E. Maintaining physical properties in a good and safe state of repair and
Operating condition.

F. Supervising business affairs to ensure that funds are collected and expended to
The best possible advantage.

G. Working continually with other health care professionals to the end that acceptable care may be rendered to the patients at all times.

H. Presenting to the Governing Board, or its authorized committee, periodic
reports reflecting the professional services and financial activities of the
Hospital and such special reports as may be required by the Governing Board.

I. He or his representative shall attend all meetings of the Governing Board and
committees thereof.

J. Serving as the liaison and channel of communications between the Governing
Board and any of its committees and the Medical Staff and assisting the
Medical Staff with its organization and medico-administrative problems and
responsibilities.

K. Preparing a plan for the achievement of the Hospital's specific objectives and
at least annually reviewing and evaluating that plan with the Executive
Committee.

I. Serving as a leader in the community, promoting effective and economical
working relationships with other health agencies.

M. Representing the Hospital .

N. Participating in local, state, and national professional and institutional
associations dedicated to improving personal and institutional competence.

O. Establishing and overseeing plans to assure the effectiveness and efficiency
of operations, the reliability of financial reporting, and the compliance with
all applicable state and federal laws and local regulations.

P. Performing other duties that may be necessary in the best interest of the
Hospital.

Q. Shall assure that all patients with the same health problem are receiving the
same level of care in the Hospital.

Section 4.3 PRESIDENT

The President shall act as the duly authorized representative of the Chief Executive Officer in all matters affecting the Hospital.

Section 4.4 VICE PRESIDENTS

Each Vice President shall have such powers and duties assigned by the President.

Section 4.5 BOND

The Board shall have the power to require any Officer or employee to give bond for the faithful discharge of his/her duties.

ARTICLE V
BOARD COMMITTEES

Section 5.1 BOARD COMMITTEES

Board Committees shall be standing or ad hoc. At the February Meeting of the Board of Trustees, the incoming Chairman shall appoint members to all committees and shall designate the Chairman of those committees unless the Chairman shall serve by virtue of the office he holds as enumerated in these Bylaws. All appointments made by the Chairman shall be approved by a majority of the Board of Trustees present at a regularly scheduled meeting, provided the Executive Committee nominations shall be approved by a majority of all Board members. Standing committees shall be the Executive Committee, the Finance Committee, the Audit Committee, the Nominating Committee, described in this Article V as Section 5.2-4, the Insurance and Risk Management Committee, the Personnel Committee, the Building Committee, the Service Excellence Committee, and the Rehabilitation Committee. Only those committee members delineated in these Bylaws shall be voting members or be allowed to make or second motions.

Section 5.2-1 EXECUTIVE COMMITTEE

The Executive Committee shall consist of the Chairman, Vice Chairman, Secretary and Treasurer and five members elected by the Board of Trustees from the at large membership in a manner such that a total of five (5) members of the Executive Committee are members of the Board appointed by the County Commissioners and a total of four (4) members of the Executive Committee are members of the Board appointed by the Board of Governors of the University of North Carolina. Members of the committee shall serve until the next following Annual Meeting or until their successors have been duly named and qualified. The committee will meet monthly and shall have charge of general supervision of the Hospital and its facilities, and further the Executive Committee shall be the Planning Committee of the Board of Trustees. During the interim between meetings of the full Board, if the Executive Committee determines that emergency circumstances exist which require action, the committee shall have the power to take such action as it may deem to be wise and in the best interest of the Hospital and the patients therein and report the actions taken together with the emergency circumstances to the next meeting of the full Board.

In addition, the Executive Committee, in January of each year, will review the bylaws and report any recommended changes to the full Board.

Section 5.2-2 FINANCE COMMITTEE

The Finance Committee shall be appointed annually by the Chairman of the Board subject to the approval of the Board of Trustees. The committee will meet monthly and shall consist of the Chairman of the Board, the Treasurer, the Assistant Treasurer, and four additional members of the Board of Trustees. The Treasurer shall be appointed as the Chairman of the Committee by the Chairman of the Board of Trustees. The County Commissioner appointee to the Board shall be an ex-officio member of the committee. The committee will develop an overall financial plan for the Hospital that includes, as a minimum, an annual operating budget and a three-year capital expenditure plan to be submitted to the Board no later than July.

Section 5.2-3 AUDIT AND COMPLIANCE COMMITTEE

The Audit and Compliance Committee will consist of at least five (5) Board members, including a Chairman, annually appointed by the Chairman of the Board subject to approval of the Board of Trustees. The committee will examine the accounts of the Treasurer and the employees of the hospital and will certify to the Board if found correct and properly balanced. The Audit and Compliance Committee shall also recommend to the Board of Trustees the annual selection of a Certified Public Accountant to audit the accounts of the Hospital and all financial transactions thereof and shall work closely with such Public Accountant in examining the financial records of the Hospital. The Audit and Compliance Committee has oversight over the Corporate Compliance Program, ensures the effectiveness of the program, receives regular reports from the Audit/Compliance Officer and ensures that the Corporate Compliance Program is consistent with the mission, vision, values of PCMH.

Section 5.2-4 NOMINATING COMMITTEE FOR UNC APPOINTEE

The Nominating Committee, including a Chairman, will be appointed when necessary by the Chairman of the Board subject to the approval of the Board of Trustees. The committee shall consist of four members of the Board of Trustees who have been appointed to the Board by the UNC Board of Governors. The function of the committee is to develop a slate of nominees to be submitted to the UNC Board of Governors for the appointment of a Trustee to fill seat number 5 of the Board as set forth in Article 6 of the Articles of Incorporation. The committee shall meet on a call basis with minutes of all meetings being forwarded to the Board of Trustees for review.

Section 5.2-5 INSURANCE AND RISK MANAGEMENT COMMITTEE

The Insurance and Risk Management Committee will consist of at least six (6) Board members, including a Chairman, appointed by the Chairman of the Board, subject to the approval of the Board of Trustees. The committee will be responsible for reviewing the insurance program at the Hospital and will recommend insurance coverages for approval by the Board of Trustees. Additionally, the committee will be responsible for Risk Management matters affecting the hospital. The Chairman of this committee will be appointed by the Chairman of the Board of Trustees. The committee shall make an annual report on insurance coverages to the Board of Trustees.

Section 5.2-6 PERSONNEL COMMITTEE

The Personnel Committee will consist of at lease five (5) Board members, including a Chairman and a Vice Chairman to be appointed annually by the Chairman of the Board, subject to approval of the Board of Trustees. The Committee will meet quarterly or more often if requested by its Chairman or Vice Chairman. The committee will annually review the Hospital's Wage Administration Plan before its submission to the Finance Committee of the Board of Trustees. The committee will annually review performance evaluations of Officers of the Corporation other than the Chief Executive Officer. The committee shall review educational programs for the Board of Trustees of the hospital and set up regular educational programs for the Trustees. The Committee will also provide supervision and aid in policy matters concerning retirement and give directional guidance to the retirement program. The committee should periodically evaluate the retirement plan and should review all retirement applications and benefits. This committee should make an annual report on funds and operation of the retirement plan, and pertinent recommendations to the Board of Trustees as necessary.

Section 5.2-7 BUILDING COMMITTEE

The Building Committee will consist of at least five (5) Board members, including a Chairman, appointed by the Chairman of the Board subject to approval of the Board of Trustees. The committee will review building and expansion plans for the hospital including, but not limited to, the review of bids for construction projects. In addition, the committee will have as ex-officio members, without the power to make or second motions or to vote, the following: the Dean of the Brody School of Medicine or his designee, the Chief of Staff of the Medical Staff and a County Commissioner representative.

Section 5.2-8 SERVICE EXCELLENCE COMMITTEE

The Service Excellence Committee shall consist of at least five (5) members, including a Chairman, appointed by the Chairman of the Board subject to approval of the Board of Trustees. The committee shall review the continuous quality improvement programs of the hospital and facilitate the achievement of its goals. Ex-officio members may include hospital administrative officials who have responsibility in the above areas. Ex-officio members shall not vote or make or second motions.

Section 5.2-9 REHABILITATION COMMITTEE

The Rehabilitation Committee shall consist of at least five (5) members, including a Chairman, appointed by the Chairman of the Board subject to approval of the Board of Trustees. The committee shall review the rehabilitation program of the hospital and give directions in achieving its goals. Ex-officio members may include hospital administrative officials who have responsibility in the above areas. Ex-officio members shall not vote or make or second motions.

Section 5.2-10 LIMITATION OF POWERS

No committee shall have authority as to the following matters:

A. The dissolution, merger or consolidation of the Corporation; the amendment
of the Articles of Incorporation; or the sale, lease or exchange of all or
substantially all of the property of the Corporation.

B. The designation of any such committee or the filling of vacancies in the Board
of Trustees or in any such committee.

C. The amendment or repeal of the Bylaws, or the adoption of new Bylaws.

D. The amendment or repeal of any resolution of the Board of Trustees which
by its terms shall not be so amendable or repealable.

Section 5.2-11 APPOINTED COMMITTEES

All members of appointed committees shall serve until the next March Meeting or
Until their successors have been appointed.

Section 5.2-12 REMOVAL

Any committee or any member thereof may be discharged or removed by action of a majority of the Board of Trustees present at a meeting at which a quorum is present.

Section 5.3 OTHER AD HOC COMMITTEES

The Chairman shall appoint such other special ad hoc committees as may in his discretion seem essential for the proper supervision of the function and operation of the Hospital. Appointments to Ad Hoc Committees made by the Chairman shall be approved by a majority of the Board of Trustees present at a regularly scheduled meeting. These committees shall limit their activities to the purpose for which they are appointed and they shall disband immediately upon disposition of their final report to the Board of Trustees.

ARTICLE VI
MEDICAL STAFF

Section 6.1 ORGANIZATION

The Board of Trustees shall organize a Medical staff composed of physicians, dentists and osteopaths who are graduated from approved medical, dental and osteopathic schools, legally licensed to practice medicine, dentistry or osteopathy in the State of North Carolina, qualified for membership in the local medical, dental or osteopathic society, and practicing in the community or within a reasonable distance of the Hospital. Each member of the Medical staff shall have the appropriate authority and responsibility for the care of his patients, subject to such limitations as are contained in these Bylaws and the Bylaws, Rules and Regulations for the Medical staff, and subject, further, to any limitations attached to such appointment.

Section 6.2 APPLICATION TO MEDICAL STAFF

All applications for appointment to the Medical Staff shall be in writing and addressed to the Chief Executive Officer of the Hospital. The applications shall contain full information concerning the applicant's education, licensure, practice, and previous hospital experience, including any unfavorable history with regard to licensure and hospital privileges. This information shall be verified by the Medical Credentials Committee of the Medical Staff, and a recommendation with regard to privileges made to the Board of Trustees by the Medical Staff.

Section 6.3 MEDICAL CREDENTIALS COMMITTEE

A Medical Credentials Committee shall be elected by the Medical Staff. It shall be the function of the Medical Credentials Committee to review the credentials and qualifications of medical doctors, doctors of dental surgery, and doctors of osteopathy who practice or seek to practice in the Pitt County Memorial Hospital and shall make, for every application from any medical doctor, doctor of dental surgery, or doctor of osteopathy to practice in said hospital, a written report of its findings through the Executive Committee of the Medical staff to the Board of Trustees.

Only a licensed physician with clinical privileges shall be directly responsible for a patient's diagnosis and treatment. Each member of the Medical Staff shall observe all ethical principles of his profession.

House staff residents will be interviewed and screened by the Chiefs of Service of the Medical Staff departments. Their acceptance as house staff officers will be contingent upon recommendations by the Chiefs of Service, in writing, to the Hospital Chief Executive Officer, with a copy to the Chief of Staff, that the applicant's license, his references, and medical education credentials are in order prior to appointment.

Section 6.4 MEDICAL STAFF APPOINTMENTS

The Board shall consider recommendations of the Medical Staff and appoint to the Medical Staff physicians, dentists and osteopaths who meet the qualifications for membership as set forth in the Bylaws of the Medical Staff. When, however, the Board does not concur on a Medical Staff recommendation relative to clinical privileges, the recommendations may be reviewed by a joint committee of the Board of Trustees and Medical Staff appointed by the Chairman of the Board. The committee shall then report their findings to the Board for review and consideration before a final decision is made.

Section 6.5 TERM OF APPOINTMENTS

Initial active appointments shall be for a two (2) year period. All appointments are made by the Board of Trustees. Such reappointments must, however, be accompanied by a recommendation from the Medical Staff for reappointment.

Section 6.6 FAIR HEARING PROCEDURES

When an initial appointment to the Medical Staff is denied, or when privileges have been (or are proposed to be) terminated, the applicant or staff member shall be afforded the opportunity of a hearing before the Executive Committee of the Medical Staff, pursuant to the Fair Hearing Plan as enumerated in the Medical Staff Bylaws.

Section 6.7 MEDICAL CARE AND ITS EVALUATION

A. The Board shall, in the exercise of its overall responsibility, assign to the
Medical Staff reasonable authority for ensuring appropriate professional care to the Hospital's patients.

B. The Medical Staff shall conduct an ongoing review and appraisal of the quality of professional care administered in the Hospital and shall report such activities
and their results in writing to the Board.

C. The Medical Staff shall make recommendations to the Board of Trustees
concerning: (1) appointments, reappointments, and other changes in staff status; (2) granting of clinical privileges; (3) disciplinary actions; (4) all matters relating to professional competency; and (5) such specific matters
as may be referred to it by the Trustees.

Section 6.8 MEDICAL STAFF BYLAWS

The Board shall require the Medical Staff to establish proper Bylaws, Rules and Regulations, or amendments thereto, that establish its organization and government. Such Bylaws must be approved by the Board and shall, upon the approval by the Board, become part of the general Bylaws of the Hospital. The power of the Board to adopt or amend Medical Staff Bylaws and Rules and Regulations shall not be dependent upon ratification of the Medical Staff.

Section 6.9 MEDICO-ADMINISTRATIVE POSITIONS

Physicians occupying medico-administrative positions at or with the Hospital shall occupy such positions under an express written contract with the Hospital. Among other things said contract shall provide the procedure in which such medico-administrative duties shall be terminated. Medical staff membership and privileges of each medico-administrator shall not terminate ipso facto concurrently with the termination of contract duties.

Section 6.10 CHIEF OF STAFF

The Chief of Staff shall be the agent of the Medical Staff of Pitt County Memorial Hospital to report to the Board of Trustees on the professional work of the Hospital and those physicians and surgeons practicing therein and it shall be the duty of such Chief of Staff to submit to the Board of Trustees any recommendation which the Medical Staff may care to make to the Board of Trustees regarding improved patient care at Pitt County Memorial Hospital. The Chief of Staff shall report on the activities of the Medical Staff of Pitt County Memorial Hospital to the Board of Trustees at each regular monthly meeting thereof. The Chief of Staff shall be elected from among the active members of the Medical Staff pursuant to the Medical Staff Bylaws.

Section 6.11 CHIEF OF STAFF ELECT

The Medical Staff shall elect annually from among its members one person as Chief of Staff-Elect who in turn will be recommended by such Medical Staff to the Board of Trustees for concurrence in his appointment.

Section 6.12 DEAN OF THE BRODY SCHOOL OF MEDICINE

The Dean of the Brody School of Medicine or his representative shall report on the activities of the School of Medicine to the Board of Trustees at each regular monthly meeting.

Section 6.13 EQUIPMENT

It is the general policy of Pitt County Memorial Hospital that if a treatment, procedure, diagnostic test or other service is ordered for an inpatient and that procedure, test or service is offered by the Hospital, then that procedure, test or service will be administered to the patient within the confines of the Hospital by Hospital employees or members of its medical staff using Hospital equipment.

ARTICLE VII
MISCELLANEOUS

Section 7.1 INDEMNIFICATION

The Corporation shall have the power to indemnify any present or former trustee or officer (hereinafter, "official"), for expenses and costs actually and necessarily incurred by him/her in connection with the defense, settlement or resulting judgment of any pending or threatened action, suit or proceeding to which he/she is made a party by reason of his/her being or having been such official, except in relation to matters as to which he/she shall be finally adjudged to be liable of willful misconduct amounting to bad faith. Such indemnification shall be available only after all insurance purchased by the Corporation has been exhausted. Provided that, prior to such indemnification, the Board shall, by appropriate resolution, find that after such indemnification there would still be sufficient funds available for the Corporation to meet operating expenses and pay all debt service under any indebtedness payable from revenues of the Hospital.

Section 7.2 REPORTS

The Chief Executive Officer shall make monthly reports on the operation of the Hospital to the Governing Board. He shall annually compile a complete statement of the work of the Hospital, both in its business management phase and its professional work, and including the operation of its subsidiaries and related entities, and shall submit this report to the Board each year. The Corporation through the Chief Executive Officer shall provide an annual audit to the Pitt County Board of Commissioners confirming compliance with all terms and conditions of the Agreement to Change Status of Pitt County Memorial Hospital, dated June 1, 1998.

Section 7.3 AMENDMENTS

Except as otherwise required in Articles 6 and 10 of the Articles of Incorporation, these Bylaws may be amended by way of addition, deletion, or other change at any regular meeting of the Board, provided written notice of any proposed amendment has been submitted to each member of the Board of Trustees at least five (5) days prior to such regular meeting. In the event that any amendment shall be proposed at any regular meeting of the Board and no written notice of any such proposed amendment shall have been given as above provided, then and in that event the proposed amendment may be discussed at the current meeting at which it is proposed but shall not be finally adopted until the next succeeding regular meeting. Amendments must be passed by a vote of a majority of all the Trustees, unless the act of a greater number is required by Article 7 of the Articles of Incorporation, state law, or the Transfer Agreement with Pitt County, executed on June 1, 1998.

Section 7.4 GREENVILLE SERVICE LEAGUE

The Greenville Service League shall, at the option of the Board, operate approved activities within the Hospital.

Section 7.5 PITT COUNTY MEMORIAL HOSPITAL AUXILIARY

The Pitt County Memorial Hospital Auxiliary shall operate under the supervision of the President of the Hospital and its Bylaws shall be subject to the approval of the Board.

Section 7.6 CHILDREN'S HOSPITAL

The Pediatric Department may operate within the hospital a "Children's Hospital" which shall report to and be under the supervision of the President of the Hospital and whose Bylaws shall be subject to approval by the Board.

Section 7.7 SEAL

The Seal of the Corporation shall be circular in form and shall have inscribed on its fact the word "SEAL" and the name of the Corporation, and is to be secured in the Hospital.

SECRETARY'S CERTIFICATE

THIS IS TO CERTIFY that the foregoing Amended and restated Bylaws of Pitt County Memorial Hospital, Incorporated have been duly adopted and amended by the Board at a Meeting of the Board held on the _____18______day of _____April______, 2000.

Walter Morehead
Secretary

EXHIBIT A

STATEMENT OF FIDUCIARY SERVICE OBLIGATION

I, the undersigned, hereby accept and agree as a condition of appointment to the Board of Trustees of the Pitt County Memorial Hospital, Incorporated, to discharge my duties in good faith, with due care and in a manner I reasonable believe to be in the best interests of the Corporation, without regard to the interests of the entity or organization which appointed me to the Board or of any other third party. I further agree to abide by Board policies and Bylaws related to conflicts of interest.

Laupus Library
The Brody School of Medicine at East Carolina University
600 Moye Boulevard
Greenville, North Carolina 27858-4354

P 252.744.2240 l F 252.744.2672