CLINIC MANAGEMENT SERVICES, INC.

BYLAWS

OF

ALLWAYS CARE CLINIC, INC.

ARTICLE I

MEETING OF SHAREHOLDERS

1. Annual Meeting. The annual meeting of the shareholders shall be held at such time and place, either within or without this State, as may be designated from time to time by the directors.

2. Special Meetings. Special meetings of the shareholders may be called by the president, a majority of the board of directors, or by the holders of not less than ten percent (10%) of all the shares entitled to vote at such meeting. The place of said meetings shall be designated by the directors.

3. Notice of Shareholder Meetings. Written notice stating the date, time, and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail by or at the direction of the president, secretary, officer, or person calling the meeting to each shareholder entitled to vote at the meeting. Such notice shall be delivered not less than ten (10) days nor more than two (2) months before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail postpaid and correctly addressed (if mailed), or upon actual receipt (if hand- delivered). The person giving such notice shall certify that the notice required by this paragraph has been given.

4. Quorum Requirements. A majority of the shares entitled to vote shall constitute a quorum for the transactions of business. Once a share is represented for any purpose at a meeting, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

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