Highlands Articles & Amendments

Highlands Foot and Ankle Institute is a Colorado not-for-profit corporation the “Corporation”, herein adopts, pursuant through of the Colorado Corporation Code, the following amendments and restatement of its Articles of Incorporation, as previously filed on June 21, 2006. Such articles of incorporation hereby are amended in their entirety and added to as set forth herein. All amendments and additions made hereby have been made in conformity with the provisions of the Colorado Non-Business Corporation code.

There were no shares of stock of this Corporation. As such it is the action of the Board of Directors of the corporation with has resulted in these restated articles, the entire Board of directors has voted in favor of these restated Articles of July 2, 2006, as required by law, and such amendments and additions correctly set forth the provisions of the Articles of Incorporation and supersede in their entirety the original Articles of Incorporation. The amendments and additions do not affect any change in the Corporation’s stated capital.

Pursuant to the foregoing, the Corporation does hereby amend and restate its Articles of Incorporation, to be effective as of July 2, 2006 as provided 7-030-103 of the Colorado Corporation Code, as follows:

FIRST: The name of the Highlands Foot and Ankle Institute

SECOND: The purpose for which the corporation is organized is to engage exclusively in charitable, religious, educational, and/or scientific purposes under the section 501(c)(3) of the Internal Revenue Code.

THIRD: Powers. Subject to any specific limitations imposed by these Articles of Incorporation, the powers the corporation shall have are as follows:

(a) All these powers specified in the Colorado Non Business Corporation Act.

(b) The power to carry out the purposed herein above set forth in any state, territory, district or possession of the United States, or in any foreign country, to the extent that such purposes are not forbidden by the law of such state, territory, district, or possession of the United States, or by such foreign country, and in the case of any state, territory, district or possession of the United States, or foreign country, in which one or more of such purposes are forbidden by law, to limit the purpose or purposes which the corporation proposes to carry on in such state, territory, district or possession of the United States, or foreign country, to such purpose or purposes as are not forbidden by the law thereof in any certificate for application to do business in such state, territory, district or possession, of the United States, or foreign country.

(c) The power to indemnify any director, officer, or employees, or former director, officer or employee of the corporation, or any person who may have served at its request as a director, officer, or employee of another corporation against expenses actually and necessarily incurred by him in connection with the defense or settlement of any action, suit or proceeding in which he is make party by reason of being r having been such director, officer, or employee, except in relation to matters as to which he shall be adjudged of misconduct to the performance of duty, and except that the corporation shall have the power to reimburse for the Board of Directors that is was to the interests of the corporation that such settlement be made and that such director, officer, or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer, employee may be entitled under any by-law, agreement, vote of shareholders, or otherwise.

FOURTH: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its member, trustees, officers, directors or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be carrying on about propaganda, or otherwise attempting to influence legislation, and including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

FIFTH: Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for a public purpose.

SIXTH: The address of the corporations registered office is 7615 W. 38th Avenue B-101 Wheatridge Colorado 80033

SEVENTH: The numbers of directors constituting the initial Board of Directors of the corporation is three. The names and address of the persons who are to serve as directors until their successors are elected and shall qualify are:

Name: William D. Farrett

Address: 18801 Main Street Parker, CO 80134

Name: Matthew Paden

Address: 7615 west 38th Ave., Suite B-123 Wheat Ridge, CO 80033

Name: Dustin Kruse

Address: Coming Soon

Name: Brett Sachs

Address: 7615 west 38th Ave., Suite B-123 Wheat Ridge, CO 80033

Name: Keith Naftulin

Address: 6169 S. Balsam Way, #290 Littleton, CO 80123

EIGHTH: The name and address of the incorporator is William D. Farrett, who is also a director and listed and signed below.

Dr. Farrett is also the original Registered Agent.

William D. Farrett
Dustin Kruse
Brett Sachs
Keith Naftulin