Annual pumpkin carving contest, 1987

Articles of Restatement...
          This document reflected the Hospital’s change in status to a private, non-profit institution.

STATE OF NORTH CAROLINA

Department of TheSecretary of State

To all whom these presents shall come, Greetings:

I, ELAINE F. MARSHALL, Secretary of State of the State of North
Carolina, do hereby certify the following and hereto attach to be a true copy of

ARTICLES OF RESTATEMENT OF PITT COUNTY MEMORIAL HOSPITAL, INCORPORATED

The original of which was filed in this office on the 18th day of September, 1998.


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 18th day of September,
1998.

Elaine F. Marshall

Secretary of State

ARTICLES OF RESTATEMENT OF PITT COUNTY MEMORIAL HOSPITAL, INCORPORATED

Pursuant to Section 55A-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits these Restated Articles of Incorporation for the purpose of reflecting the Corporation's reorganization from an agency of Pitt County to a private, not-for-profit corporation and also for the purposes of amending its articles of incorporation in furtherance of its agreement with Pitt County for the conveyance of certain hospital facilities and properties pursuant to N. C. Gen. Stat. 131E-8.

1. The name of the corporation is PITT COUNTY MEMORIAL HOSPITAL, INCORPORATED.

2. Attached hereto as an exhibit are the amended and restated articles of incorporation requiring Board of Trustee approval.

3. The amended and restated articles of incorporation of the corporation have been approved by all required Board of Trustee action pursuant to Section 55A-10-02 of the General Statutes of North Carolina and the corporation has no members.

4. The date of adoption of the amended and restated articles was as follows: September 15, 1998.

5. These articles will be effective upon filing.

This the 16 day of Sept., 1998

PITT COUNTY MEMORIAL HOSPITAL, INCORPORATED

By:Dave C. McRae
President
Dave C. McRae

ATTEST:

Walter Morehead
Secretary
Walter Morehead

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PITT COUNTY MEMORIAL HOSPITAL, INCORPORATED

The undersigned, non-stock, non-profit corporation, for the purposes of amending and restating its articles of incorporation, and in accordance with the Provisions of Section 55A-10-06 of the North Carolina General Statutes, hereby sets forth:

1. The name of this corporation is Pitt County Memorial Hospital, Incorporated.

2. The location of the principal office of the corporation is 2100
Stantonsburg Road, in the city of Greenville 27838, in the County of Pitt, and in the State of North Carolina.

3. The objects for which this corporation is formed are:

A.To lease, establish, 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 hospital care.

B. To supply modern equipment and facilities to aid in the
diagnosis and treatment of disease, and to furnish to the staff of physicians and surgeons who practice in its hospitals an opportunity, by their close association and cooperation, to offer to their patients, quickly and economically, the sum of their combined skill and experience.

C. To furnish to the said staff of physicians and surgeons the
Use of such physical equipment for the practice of their profession as will enable them without undue hardships to give their best efforts without compensation to those unable to pay for their services, as well as to facilitate them in their service to patients who are able to pay compensation therefor.

D. To furnish the equipment and organization for the instruction and training of doctors, nurses and technicians in order to carry forward in the future the plan herein set out for the alleviation of disease, and to grant diplomas or certificates in connection with such instruction or training.

E. To carry on any educational 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.

F.To aid as far as practicable in the instruction and promotion
of research and scientific investigation in all branches of medicine and surgery.

G. To participate, so far as circumstances may warrant, in any
activity designed and carried on to promote the general health of the community.

H. To appoint a medical staff composed of such physicians
and surgeons as, in the judgment of the Board of Trustees, are properly qualified to conduct the professional work of the hospital, and including trained and experienced technicians, and to promulgate suitable rules governing the conduct of all physicians, surgeons and technicians who are permitted to practice in said hospital.

I. To use the 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 betterment of public 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.

J. In connection with the purposes above set forth and in order to carry them out, to solicit, accept, receive and acquire by gift, devise, bequest, conveyance or otherwise donations, money, tax funds and property of every kind, nature and description, from any person, firm or corporation, including any municipality, county, state or the United States of America, and to hold, manage, spend, administer, use and invest as may be directed by the donor, or as the Board of Trustees of the corporation may determine in the absence of such direction.

K. And to engage in any lawful act or activity for which corporations may be organized under Chapter 55A of the North Carolina General Statutes as it currently exists or as it may hereafter be amended.

4. The corporation shall have and issue no capital stock, and shall be
Operated without profit to the members or their successors, and no part of the net earnings shall inure, or may lawfully inure, to the benefit of any member or individual. It shall not be its purpose to engage in carrying on propaganda or otherwise attempting to influence legislation.

5. In the event of the dissolution or liquidation of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the Board of Trustees shall donate, transfer, deliver and convey all of its moneys, properties and other assets: (a) to any nonprofit successor organization approved by the Board of County Commissioners of Pitt County, provided that such successor organization is exempt from taxation under Section 501(c)(3) of the Internal revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law; or (b) if there is no successor organization, then to Pitt County to be used by said County exclusively for the accomplishment of the purposes for which this corporation is formed.

6. The affairs of this corporation shall be managed by the Board of Trustees. The Board of Trustees of this corporation shall consist of twenty (20) members who shall be at least twenty-one (21) years of age.

The Board of Commissioners of Pitt County shall appoint eleven (11) members, or fifty five percent (55%), of the Board, at least one of whom shall be a physician who is a resident of Pitt County and a member of the active Medical Staff of Pitt County Memorial Hospital. The Board of Governors of the University of North Carolina shall appoint the remaining nine (9) members, or forty five percent (45%), of the Board, one of whom shall be appointed by the Board of Governors of the University of North Carolina from among a slate of four (4) persons nominated by a nominating committee comprised of members of the Board previously appointed by the Board of Governors of the University of North Carolina.

With the exception of terms for which expiration dates are set forth hereinafter, the appointments shall be for a full term of five (5) years each and thereafter those who are eligible may be reappointed for one (1) additional term of five (5) years each and shall serve until their successors are appointed and qualified. Said terms shall begin as of the first day of March of the year of the appointment.

The current Trustees (as of restatement), their seat numbers for future reference, the length of their current terms and which entity appoints their successors are as follows:

Expiration of Appointing
Number Trustee Current Term Entity

1 David Brody 2000 UNC
2 Edwin Monroe 2001 UNC
3 Walter Morehead 2001 Pitt County
4 Henry C. Humphreys, Jr. 2002 UNC
5 James Larkin Little 2002 UNC
6 Sarah Baldree 2000 Pitt County
7 Eric A. Buffong 2003 UNC
8 Paul S. Camnitz 2004 Pitt County
9 Ed Casey 2001 Pitt County
10 Luther C. Copeland, Jr. 2004 UNC
11 Ernest L. Evans 2000 UNC
(filling unexpired term)
12 Carolyn Ferebee Edwards 2003 Pitt County
13 Ervin Hardee 2003 Pitt County
14 Charles L. McLawhorn 2002 Pitt County
15 Frankie Moye 2004 Pitt County
16 Billy Peaden 2004 ` Pitt County
17 David Lee Shackleford 2000 Pitt County
18 Clarence P. Skinner 2001 UNC
19 Eli A. Warren 2003 Pitt County
20 Cassius S. Williams 2002 UNC

As reflected above, the nine (9) seats which the University of North Carolina Board of Governors shall be entitled to appoint hereafter are Seat Numbers 1, 2, 4, 5, 7, 10, 11, 18 and 20. The seat which the University of North Carolina Board of Governors shall appoint from among a slate of four (4) persons nominated by a nominating committee comprised of members of the Board previously appointed by the Board of Governors of the University of North Carolina shall be seat number 5. The eleven (11) seats which the Pitt County Board of Commissioners shall be entitled to appoint hereafter are Seat Numbers 3, 6, 8, 9, 12, 13, 14, 15, 16, 17 and 19. The seat which the Pitt County Board of Commissioners shall appoint from among the group of physicians who are residents of Pitt County and who are members of the active Medical staff of Pitt County Memorial Hospital shall be seat number 8.

At least sixty (60) days prior to the expiration of the respective term of office of any member of the Board of Trustees, including those members who are presently serving on the Board, the Board of Trustees of the Hospital shall notify the Board of Commissioners of Pitt County and the Board of Governors of the University of North Carolina and ask the Board of Commissioners of Pitt County and the Board of Governors of the University of North Carolina to fill such vacancy by appointment for the new term, as provided herein. No member of the Board of Trustees shall serve for more than two (2) successive full five (5) year terms.

All vacancies in the membership of the Board of Trustees by reason of death, resignation, lack of attendance as hereinafter provided, or as otherwise provided by the bylaws, shall be immediately reported to the Board of Commissioners of Pitt County and the Board of Governors of the University of North Carolina. Such report shall ask the entity that appointed the departing member of the Board to fill such vacancy by appointment for the residue of the unexpired term only. No Trustee shall be removed, except for "cause" which shall be defined as mental incompetency, bad faith, breach of fiduciary responsibility, a conflict of interest in violation of this corporation's bylaw or policies, conviction of or plea of no contest to a felony or any crime involving moral turpitude, or absenteeism which is defined as being absent without excuse, as defined in the Corporation's Bylaws, from more than twenty-five percent (25%) of the Board's regular and special meetings, during any twelve-month period from March 1 through February 28 of his or her term. The term of any member of the Board of Trustees shall be declared vacant at the end of any year in which he or she has violated the absenteeism standard.

7. An affirmative vote of eighty-five (85%) of the members of the
Board of Trustees in office shall be required for the approval of any of the following acts:

A. the amendment of Article 6 of these Articles of Incorporation with the prior written consent of Pitt County;

B. the dissolution of the corporation;

C.the dale of the corporation with the prior written consent of Pitt County;

D.the sale or transfer of assets in cash or in kind, including services, to or for
the benefit of Pitt County, except for those items of consideration previously agreed to as of the date of restatement and given in exchange for the conveyance of the hospital facilities under N. C. Gen. Stat. Section
131E-8;

E. the creation of a controlling parent corporation; and

F. the appointment of corporate officers or their removal without cause.

8. The Board of Trustees of this corporation shall have power,
By a vote of a majority of all the trustees, to make, alter, amend and rescind the Bylaws of this corporation.

9. The Board of Trustees shall have the authority to delegate its power and authority to one or more committees composed of members of the Board of Trustees to the fullest extent permitted by law, provided that the membership of any such committee shall consist of members of the Board appointed by the Board of Commissioners of Pitt County and the Board of Governors of the University of North Carolina with the same proportional representation as comprise the Board.

10. These Articles 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 two weeks 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, except as otherwise provided in Article 7 herein. Notwithstanding the foregoing, Article 7 herein may not be amended without the consent of Pitt County.

11. The Corporation shall have no members.

12. The period of existence of this corporation is unlimited.

13. These Amended and Restated Articles of Incorporation are
Intended to restate and replace any previously filed articles of incorporation and any amendments thereto.

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