Articles of Incorporation

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF THE COUNCIL ON SURGICAL AND PERIOPERATIVE SAFETY

WHEREAS, the Council on Surgical and PeriOperative Safety (the “Corporation”), desires to incorporate under the provisions of the General Not For Profit Corporation Act of 1986, as amended, of the State of Illinois for associational purposes, including promoting excellence in patient safety in the surgical and perioperative environment and the implementation of all strategies that support safe surgery for all patients.

NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the Corporation as filed with the Secretary of State of the State of Illinois in July 2007, be and they are hereby approved, adopted and ratified as the Articles of Incorporation of the Corporation;

FURTHER RESOLVED, that all of the actions of Paula Cozzi Goedert, Esq., the sole incorporator of the Corporation, in connection with the organization of the Corporation, be and they are hereby, in all respects, ratified, confirmed and approved.

FURTHER RESOLVED, that the following named individuals be and hereby are elected as directors of the Corporation to serve until their successors shall be duly elected and qualified:

Chair, Board of Directors
Jeffery Beutler, CRNA, MS
Vice-Chair, Board of Directors
Lena Napolitano, MD, FACS
Secretary-Treasurer
Sharon McNamara, RN, MS, CNOR

FURTHER RESOLVED, that the following named persons be and they are hereby elected to the offices of the Corporation set before their respective names to serve for the terms provided in the by-laws of the Corporation and until their respective successors shall be duly elected and qualified:

Chair, Board of Directors
Jeffery Beutler, CRNA, MS
Vice-Chair, Board of Directors
Lena Napolitano, MD, FACS
Secretary-Treasurer
Sharon McNamara, RN, MS, CNOR

FURTHER RESOLVED, that the following named person be and hereby is designated as the registered agent for the Corporation at the address noted:
Gay L. Vincent
633 N. St. Clair Street
Chicago, IL 60611-3211

FURTHER RESOLVED, that the fiscal year of the Corporation be and is hereby established as the calendar year;

FURTHER RESOLVED, that the Corporation shall transact banking business at such banks as the appropriate officers of the Corporation may from time to time determine; and the appropriate officers of the Corporation are hereby authorized to execute and deliver to such banks their customary form of corporate resolutions applicable to any such accounts and to attach copies of such resolutions to this Consent, which resolutions are hereby adopted in the same manner and with the same effect as if set out in full herein; and

FURTHER RESOLVED, that the officers of the Corporation be and they are hereby authorized and directed to take any and all actions deemed by them necessary and appropriate to carry out the purpose and intent of the foregoing resolutions.
Dated: July 15, 2007