HOUSTON STERILE PROCESSING PROFESSIONALS ALLIANCE
A Texas Non-profit Corporation
BYLAWS
Dated as of March 13, 2024
ARTICLE I
PURPOSES
1.1 Houston Sterile Processing Professionals Alliance (the “Corporation”) is
organized as a business league (i) to improve business conditions in the healthcare central service
industry, (ii) to provide members of the Corporation and healthcare facilities with educational
opportunities, professional development, and certification, and (iii) to be a local chapter of the
INTERNATIONAL ASSOCIATION OF HEALTHCARE CENTRAL SERVICE MATERIEL
MANAGEMENT (IAHCSMM). This Corporation may not engage in a business ordinarily carried
on for a profit, except to the extent such business is incidental or subordinate to the main or
principal purposes of this Corporation. The Corporation shall not carry on any other activities not
permitted to be carried on by a corporation exempt from federal income tax under Section
501(c)(6) of the Code, or the corresponding section of any future federal tax code. No part of the
income or principal of the Corporation shall be contributed to any organization whose net earnings
or any part thereof inure to the benefit of any private shareholder or individual; nor shall any of
the net earnings of the Corporation inure to the benefit of, or be distributable to, any director or
officer of the Corporation or any private person, except that reasonable compensation may be paid
for services rendered to the Corporation and the Corporation may make payments and distributions
in furtherance of the purposes for which the Corporation is organized.
ARTICLE II
OFFICES
2.1 The principal office of the Corporation shall be located in the greater Houston, Texas
area.
2.2 The Corporation may also have offices at such other places both in and out of the State
of Texas as the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE III
MEMBERS
The Corporation shall have members.

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ARTICLE IV
DIRECTORS
4.1 The number of initial Directors shall be six (6). The initial Directors shall be divided
into two (2) different classes to serve staggered terms of one and two years each in such manner
as the President may determine. Thereafter, each Director shall hold office for a term of two (2)
years, subject to death, incapacity, resignation or removal. It is the intent hereof that the terms for
each class of Director will be staggered so that no more than one-half (1/2) of the total number of
Directors will be up for re-appointment in any given year. Accordingly, any additional Directors
will be placed in one of the two (2) classes of Directors in such a way as the President may
determine best to satisfy the foregoing intent. There shall be no limit to the number of terms,
consecutive or otherwise, during which a person may serve as a Director. The size of the Board
of Directors may be changed by approval of the Board of Directors, provided that no such change
shall have the effect of shortening the term of any Director then in office and the size of the Board
of Directors shall never be lower than three (3).
4.2 Any Director by notice in writing to the Board of Directors may resign at any time.
Any Director may be removed from office without assigning any cause at a meeting of Directors
by a vote of the Directors.
4.3 The Directors shall have the right to fill all vacancies in the Board of Directors at any
meeting of Directors, including any vacancies created by an increase in the size of the Board of
Directors. If the vacancy is created in an existing Director position, a Director so elected shall
hold office for the unexpired term of his or her predecessor.
4.4 Except with respect to the filling of a vacancy in the Board, a majority of the whole
authorized number of Directors present in person or by written proxy shall constitute a quorum for
the transaction of business at any meeting of the Directors. Unless otherwise restricted by law, the
Certificate of Formation or these Bylaws, any Director may vote in person or by proxy executed
in writing by the Director. At all meetings of the Board of Directors where a quorum is present
all issues shall be resolved by a majority vote of the Directors present in person or represented by
proxy, unless otherwise required by law, the Certificate of Formation or these Bylaws.
4.5 The Annual Meeting of the Board of Directors shall be held on a date in the month of
March which date shall be set by decision of President or such other date as a majority of all the
Directors agree. Special meetings of the Board may be called by the President or any two
Directors. Each annual meeting shall be held for the election of Directors and the transaction of
such other business as may properly be brought before the Board of Directors. The Board of
Directors may also provide for regular meetings by resolution stating the time and place for the
holding of such meetings.
4.6 Written notice of the time and place of each meeting of the Directors shall be given by
the Secretary, any Vice President or the person or persons calling the meeting not more than 50
days nor less than two days before the date of such meeting to each Director. Unless otherwise

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specified in these Bylaws, such notice need not specify the purposes of the meeting and may be
given by any reasonable means. Notice of any meeting shall be considered given if mailed or
otherwise sent or delivered in writing to the Director at his or her address specified in the records
of the Corporation. The giving of notice shall be deemed to be waived by any Director who shall
attend and participate in such meeting without protesting, prior to or at the commencement of such
meeting, the lack of proper notice and may be waived, in writing, by any Director either before, at
or after such meeting.
4.7 The Board of Directors shall have general charge of the affairs, property and assets of
the Corporation. It shall be the duty of the Directors to carry out the aims and purposes of the
Corporation and, to this end, to manage and control all of its property and assets.
4.8 The Board of Directors may, from time to time, create an executive committee of the
Board and other committees. The Board of Directors may delegate to any such committee which
consists solely of Board Members any of the authority of the Board, other than the authority to fill
vacancies under Article 4.3, provided that any such committee to which authority is delegated shall
serve at the pleasure of the Board, shall act only in the intervals between meetings of the Board,
and shall be subject to the control and direction of the Board. Any third party shall not be adversely
affected by relying upon any act by any such committee within the authority delegated to it. Each
such committee shall act by not less than a majority of the whole number of its members.
4.9 Any action required or permitted to be taken at a meeting of the Board of Directors or
any committee may be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the Board of Directors or all of the members of such
committee, as the case may be.
4.10 Meetings of the Board of Directors or any committee of the Board may be held
through communications equipment if all persons participating can communicate with one another
in real time and such participation shall constitute presence at such a meeting.
4.11 The Directors shall serve without compensation.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
5.1 The Board of Directors may, by resolution passed by a majority of the whole Board,
designate an Executive Committee and one or more other committees.
5.2 The executive Committee (if there is one) shall consult with and advise the officers of
the Corporation in the management of its affairs and shall have and may exercise, to the extent
provided by resolution of the Board of Directors, such powers of the Board of Directors as can be
lawfully delegated by the Board.

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5.3 Other committees shall have such functions and may exercise such powers of the Board
of Directors as can be lawfully delegated and to the extent provided by resolution of the Board of
Directors.
5.4 Regular meetings of the Executive Committee and other committees may be held
without notice at such time and at such place as shall from time to time be determined by the
respective committees, and special meetings of any committee may be called by any member
thereof upon two (2) days’ notice to the other members of the committee, or on such shorter notice
as may be agreed to in writing by each of the other members of the committee, given either
personally or in the manner provided in these Bylaws pertaining to notice for the Board of
Directors meetings.
5.5 Vacancies on the Executive Committee or on other committees shall be filled by the
Board of Directors at any regular or special meeting of the Board of Directors.
5.6 At all meetings of the Executive Committee or other committees, a majority of the
committee’s members then in office shall constitute a quorum for the transaction of business.
5.7 The acts of a majority of the members of the Executive Committee or any other
committee present at any meeting at which there is a quorum shall be the act of such committee.
5.8 The Executive Committee (if there is one) and each other committee shall keep regular
minutes of their proceedings and report the same to the Board of Directors when required.
ARTICLE VI
OFFICERS
6.1 The officers of the Corporation shall be elected by the Board of Directors and shall
consist of a President and a Secretary, and may consist of such other officers as the Directors in
their discretion designate from time to time. Any officer may be removed from office without
assigning any cause at a meeting of Directors by a vote of the Directors, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Election or appointment
of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the
Corporation by death, resignation, or removal or otherwise shall be filled by the Board of Directors.
Any two or more offices may be held by the same person, except the offices of President and
Secretary.
6.2 The officers shall have such authority and shall perform such duties as are customarily
incident to their respective offices and such other and further duties as are prescribed in these
Bylaws and as may from time to time be required of them by the Directors.
ARTICLE VII
FISCAL YEAR

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The fiscal year of the Corporation shall be fixed by the resolution of the Board of Directors.
ARTICLE VIII
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall
keep minutes of the proceedings of its Board of Directors and committees, and shall keep at its
registered office or principal place of business in Texas a record of its Directors giving the names
and addresses of all Directors. There shall also be stated therein the date upon which each Director
became such and the date of termination. It shall be the duty of every Director, upon becoming a
Director, to furnish to the Secretary of the Corporation, for inclusion in such record, his or her
current address and other contact information and promptly to report to the Secretary for inclusion
in such record any change in such information. All books and records of the Corporation may be
inspected by any Director or his or her agent or attorney for any proper purpose at any reasonable
time.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended at any meeting of the Board of Directors at which a quorum
is present by approval of a majority of the whole number of Directors then serving on the Board
of Directors. Written notice of proposed amendments shall be given to the Directors at least ten
days prior to the meeting or to those present at the meeting which immediately precedes the
meeting at which the amendment is voted upon.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.1 Each person who is or was a Director, officer or committee member of the
Corporation, or any person who, while a Director, officer or committee member of the
Corporation, is or was serving at the request of the Corporation as a Director, officer, committee
member, partner, venturer, proprietor, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit
plan or other enterprise, and the heirs, executors or administrators or estate of such person, shall
be indemnified by the Corporation to the fullest extent permitted or authorized by the Texas
Business Organizations Code (TBOC) or any successor law, as amended from time to time, against
any liability, cost or expense incurred by him or her, in his or her capacity as a Director, officer or
committee member, or arising out of his or her status as a Director, officer or committee member.
The rights granted pursuant to this Article X shall be deemed contract rights, and no repeal or
amendment of this Article X shall have the effect of limiting or denying any such rights with
respect to actions taken or proceedings arising prior to any such amendment or repeal.

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10.2 The Corporation may, but shall not be obligated to, pay expenses incurred in
defending a civil or criminal act, suit or proceeding arising out of a Director’s, officer’s or
committee member’s capacity or status as Director, officer or committee member in advance of
the final disposition of such action, suit or proceeding, without any determination as to the person’s
ultimate entitlement to indemnification; provided, however, that the payment of such expenses
incurred by any such person in advance of the final disposition of a proceeding shall be made only
upon delivery to the Corporation of both a written affirmation by such person of his or her good
faith belief that he or she has met the standard of conduct necessary for indemnification under this
Article X and a written undertaking, by or on behalf of such person, to repay all amounts so
advanced if it is ultimately determined that such person is not entitled to be indemnified under this
Article X or otherwise.
10.3 Notwithstanding any other provision of this Article X, the Corporation may, but shall
not be obligated to, pay or reimburse expenses incurred by a Director, officer or committee
member in connection with his or her appearance as a witness or other participation in a proceeding
at a time when he or she is not a named defendant or respondent in the proceeding.
10.4 The Corporation, by resolution of the Board of Directors, may, but shall not be
obligated to, indemnify and advance expenses to an employee or agent of the Corporation to the
same extent and subject to the same conditions under which the Corporation may indemnify and
advance expenses to Directors, officers and committee members under this Article X.
10.5 The indemnification provided by this Article X shall not be exclusive of any other
rights to which those seeking indemnification may be entitled as a matter of law or under any
agreement or otherwise.
10.6 The Corporation may, but shall not be obligated to, maintain insurance at its expense
to protect itself and any person who is or was a Director, officer, committee member, employee or
agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer,
committee member, partner, venturer, proprietor, employee, agent or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise against any liability asserted against him or her and any
liability, cost or expense incurred by him or her in such capacity or arising out of his or her status
as such a person, whether or not the Corporation would have the power to indemnify such person
against that liability under this Article X or the TBOC.

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ARTICLE XI
SPECIAL PROVISIONS RELATING TO CHARITABLE STATUS
11.1 The affirmative vote of two-thirds of the full Board of Directors at any meeting of
Directors shall be required to approve the distribution of assets upon dissolution of the
Corporation. The notice of the meeting at which any such action is to be considered shall set forth
the subject of the action or actions to be approved.
11.2 No Director, officer or committee member shall, on behalf of the Corporation, devote
more than an insubstantial part of his or her activities to attempting to influence legislation by
propaganda or otherwise, or participate in or intervene in any political campaign on behalf of or in
opposition to any candidate for public office. The prohibited activities include the publishing or
distributing of statements and any other direct or indirect campaign activities.
11.3 The Corporation directs that on discontinuance of the organization by dissolution or
otherwise the assets are to be transferred to the State of Texas or to an educational, religious,
charitable, or other similar organization that is qualified as a charitable organization under
Section 501(c)(3) of the Code. Thus, upon dissolution or discontinuance of the Corporation, will
direct that the assets of the Corporation be distributed to the State of Texas or to one or more
exempt purposes within the meaning of Section 501(c)(3) of the Code. In particular, the Board of
Directors will give preference with regard to such distribution of assets to an organization with
similar purposes to the Corporation, for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Code, provided that such distribution is legal and does not alter the
Corporation’s tax-exempt status under Section 501(c)(3) of the Code. Any such assets not so
disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the
principal office of the Corporation is then located, exclusively for such exempt purposes or to such
organization or organizations, as said Court shall determine, which are organized and operated
exclusively for such exempt purposes.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of
Houston Sterile Processing Professionals Alliance, Inc., a Texas corporation; and
2. That the foregoing Bylaws constitute the Bylaws of said Corporation as duly adopted
by action of the Board of Directors of the Corporation effective as of March 13, 2024.
IN WITNESS WHEREOF, I have hereunder subscribed my name this
13 day of March, 2024.
Nicole Anderson, Secretary