SECTION 1: ARTICLES OF ORGANIZATION, LOCATION, CORPORATE SEALS AND FISCAL YEAR

• 1.1. Articles of Organization. The name and purposes of the corporation shall be as set forth in its Articles of Organization. These By-laws, the powers of the corporation and of its directors and officers, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
  
  
• 1.2. Location. The principal office of the corporation in The Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the corporation.
  
  
• 1.3. Corporate Seal. The directors may adopt and alter the seal of the corporation.
  
  
• 1.4. Fiscal Year. The fiscal year of the corporation shall end on December 31 in each year.
  
  
• 1.5. Gender. The pronoun "he" or "his", when appropriate, shall be construed to mean also "she" or "her" and the word "chairman" shall be construed to include a female.
  

SECTION 2: MEMBERS

         Pursuant to Section 3 of Chapter 180 of the Massachusetts General Laws, the corporation shall have no members. Any action or vote permitted to be taken by members pursuant to Massachusetts General Laws, Chapter 180 shall be taken by action or vote of the same percentage of the directors of the corporation.

SECTION 3: SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FRIENDS OF THE CORPORATION

         The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

SECTION 4: BOARD OF DIRECTORS

• 4.1. Powers. This corporation shall have powers to the full extent allowed by Massachusetts law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors (the "Board") of this corporation directly or, if delegated, under the ultimate direction of the Board.
  
  
• 4.2. Number and Election. The Board shall consist of no fewer than three (3) directors. The initial number of directors shall be thirteen (13), as named in the Articles of Organization, with the exact number of authorized directors to be fixed from time to time by resolution of the Board. At any special or regular meeting the directors may increase the number of directors and elect new directors to complete the number so fixed by a vote of a majority of the directors then in office, or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors.
  
  
• 4.3. Term of Office. Each director shall hold office for one year and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
  
  
• 4.4. Committees. The directors may, by vote of a majority of the directors then in office, elect or appoint one or more committees and delegate to any such committee or committees that consist solely of directors any or all of the powers of the directors, except those which by law, by the Articles of Organization or by these By-laws they are prohibited from delegating. Unless the directors otherwise determine, the Executive Committee shall have all of the powers of the directors during intervals between meetings of the directors, except for the powers specified in Section 55 of Chapter 156B. Unless the directors otherwise designate, committees shall conduct their affairs as nearly as may be in the same manner as is provided in these By-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
  
  
• 4.5. Annual Meeting. The directors shall meet at least once a year at a time and place to be designated by the directors.
  
  
• 4.6. Regular Meetings. Regular meetings, other than the Annual Meeting, of the directors may be held at such places and at such times as the directors may determine.
  
  
• 4.7. Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the President, the Chairman (if any), or by two or more directors.
  
  
• 4.8. Notice of Meetings. Notice of the time and place of each meeting of the directors shall be given to each director by mail at least five days or by telegram at least forty-eight hours before the meeting addressed to him at his usual or last known business or residence address or in person or by telephone at least twenty-four hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-laws.
  
  
• 4.9. Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
  
  
• 4.10. Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these By-laws.
  
  
• 4.11. Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
  
  
• 4.12. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.