AMENDED AND RESTATED BY-LAWS OF
CREATIVE COMMONS CORPORATIONAs of 6 December 2015(as amended June 5, 2016)
ARTICLE I - THE CORPORATION
1.
Name. The name by which the Corporation shall be known is Creative
Commons Corporation (which shall hereinafter be referred to as the “Corporation”).
These By-Laws, the powers of the Corporation, the powers of its Directors andofficers, 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.
2.
Purpose. The Corporation is a corporation organized under Chapter
180 of the Massachusetts General Laws for the purposes enumerated in its Articlesof Organization, as they may be amended from time to time. 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. The Directorsof the Corporation may change the location of the principal office in the
Commonwealth of Massachusetts effective upon the filing of a certificate with theSecretary of State of the Commonwealth.
ARTICLE II – MEMBERSHIP
1.
Members. The corporation will have no members. Any action or votepermitted or required under Chapter 180 of the Massachusetts General Laws, theArticles of Organization or these By-Laws to be taken by the members of the
Corporation shall be taken by action or vote of the same percentage of the Directorsof the Corporation, provided that the Directors abide by the same notice andmeeting requirements as if the action or vote were taken by members. However, theDirectors shall under no circumstances have the power to remove another Director
without cause.
2.
Participation by Non-Members. The Board of Directors may, fromtime to time, designate certain persons or groups of persons as advisors, friends,
sponsors, or contributors of the Corporation or may designate such persons by suchother title as the Board deems appropriate. Notwithstanding any such designation,
however, such persons shall not be members of the Corporation, and shall have no1

right to notice of meetings and no right to vote at or to participate in any meeting ofmembers, and shall have no other rights with respect to the Corporation.
ARTICLE III - BOARD OF DIRECTORS
1.
Powers. The Board of Directors shall have general management andcontrol over all of the property, affairs and funds of the Corporation and shall
exercise all of the powers of the Corporation, except as otherwise provided by law,
the Articles of Organization or these By-Laws. The Directors may determine theirown duties in addition to those prescribed by the By-laws but shall not receive
compensation for their services as Directors. The Board of Directors may determine
the compensation and duties of all officers, agents, and employees of the
Corporation.
The Corporation may amend or restate its Articles of Organization if
approved by a two-thirds affirmative vote of the Board of Directors then in office ata meeting duly called for the purpose and with notice given for such meeting.
2.
Composition and Management. The Board of Directors shall consist of
no less than five Directors, one of which shall be the Chief Executive Officer. The
Directors shall not be divided into classes. At each Annual Meeting the Directors
shall fix the number of Directors and shall elect the successors to the Directors.
Performance of the Board’s Officers and Directors may be subject to annual review.
(a)
The Board shall have a Chair, Vice Chair and Secretary.
Appointments to the Chair and Vice Chair shall endure for one four-year term, andmay be extended once for an additional two-year term upon approval of the Boardof Directors. The Chair and Vice Chair must be voting Directors and neither may
serve beyond his/her tenure as a Director. A Director who takes on an Officer role
mid-term will serve to the remainder of the term of that office. (Amended 12-062015, 05-06-2016)(b)
The Chair shall, when present, preside at all meetings of the
Directors and undertake such other tasks as the Board shall determine.
(c) The Vice Chair shall preside at all meetings in the absence of the
Chair and undertake such other tasks as the Board or the Chair shall determine.
(d) The Secretary of the Corporation shall keep Minutes and otherrecords of the meetings. The Secretary shall be a non- voting member of the Boardand shall serve at the discretion of the Directors. (Amended 12-06-2015)
These officers shall undertake such other tasks as may be reasonably
directed by the Board. (Amended 12-07-2013)
3.
Tenure. Board members other than the Chief Executive Officer andSecretary shall serve one term of 4 years or until the Director sooner dies, resigns, is2

removed or becomes disqualified. The Chief Executive Officer shall serve as a voting
member of the Board for the duration of his term of office. The Secretary shall serve
as a non-voting Director for the duration of his term of office. To ensure continuityof policies and expertise, the Board shall aspire to appoint one-fourth of the
Directors each year. The initial term of a new Director or the final term of an
outgoing Director may be made for either 4 or 5 years as may best assure suchcontinuity. A term may be extended once for a two-year period upon invitation of
the Chair with the approval of the Board. Thereafter, Board members have thepossibility of serving additional terms after at least a one-year absence. (Amended
02-06-2014, 12-06-2015, 05-06-2016)
4.
Resignation. A Director may resign by delivering his resignation inwriting to the Corporation at its principal office or to the Chair or the Secretary of
the Corporation. Such resignation shall be effective upon its receipt or upon suchdate (if any) as is stated in such resignation, unless otherwise determined by the
Board. (Amended 12-07-2013)
5.
Removal. A Director may be removed from office at any time withcause by vote of a majority of the Directors at a special meeting called for that
purpose. A Director may be removed for cause only if notice of such action shallhave been given to all of the Directors prior to the meeting at which such action is tobe taken and if the Director so to be removed shall have been given reasonable
notice and opportunity to be heard before the body proposing to remove him.
6.
Vacancies. Any vacancy in the Board of Directors, including a vacancy
resulting from the enlargement of Board, may be filled by vote of a majority of theremaining Directors present at a meeting of Directors at which a quorum is present
or by appointment of all of the Directors if less than a quorum shall remain in office.
Each such Director elected to fill a vacancy for the unexpired term of the Director
whom he replaced shall hold office until a successor is elected and qualified, or until
his earlier death, resignation or removal. The Directors shall have and may exercise
all of their powers notwithstanding the existence of one or more vacancies in their
number.
7.
Enlargement or Decrease in Number of the Board. The number ofmembers of the Board of Directors may be increased or decreased at any Annual
Meeting or Special Meeting by a vote of a majority of Directors then in office;provided that the number of Directors may only be decreased to eliminate vacancies
resulting from the death, resignation, removal or disqualification of one or more
Directors.
8.
Annual Meetings. An annual meeting of the Directors (“Annual
Meeting”) shall be held on a date, time and place to be fixed by the Board of
Directors or the Chair (which date shall not be a legal holiday in the place where themeeting is to be held) and stated in the notice of the meeting. If no Annual Meeting isheld in accordance with the foregoing provision, a special meeting may be held in3

lieu thereof with the same effect as the Annual Meeting and in such case allreferences in these By-Laws, except in this Section, to the Annual Meeting shall bedeemed to refer to such special meeting. (Amended 6-20-08, 12-07-2013)9.
Regular Meetings. In addition to the Annual Meeting, other regularmeetings of the Directors may be held at such places and at such times as the
Directors may determine.
10.
Special Meetings. Special meetings of the Board of Directors may beheld at any time and at any place when called by the Chair, the Secretary, two or
more Directors, or by one Director in the event that there is only a single Director in
office. (Amended 12-07-2013)11.

Notice of Meetings.

(a) The following notice requirements shall apply to all Annual
Meetings, special meetings in lieu of Annual Meetings and any meeting called for the
purpose of amending or restating the Corporation’s Articles of Organization: An
emailed notice of such meeting stating the place, day and time thereof and the
purpose for which the meeting is called, shall be given by the Secretary or otherperson calling the meeting to each Director at least seven days before the meeting.
Notice shall be deemed properly given when sent by email and properly addressedto the Director at the Director’s address as it appears in the records of the
Corporation, or when left with the Director or at the Director’s residence or usual
place of business, or when sent by telephone, telegram, telecopy, or other electronicmeans to the Director at the Director’s telephone number, or address as it appears
in the records of the Corporation, at least seven days before the meeting. Whenevernotice of a meeting is required, such notice need not be given to a Director if awritten waiver of notice, executed by him (or his duly authorized attorney) before
or after the meeting, is filed with the records of the meeting. (Amended 12-07-2013)(b) The following notice requirements shall apply to all regularmeetings and special meetings called for any purpose other than to amend or
restate the Corporation’s Articles of Organization and shall apply to all special
meetings except a special meeting in lieu of an Annual Meeting: Notice of the timeand place of each meeting of the Board of Directors shall be given to each Director
by email (properly addressed), telephone, or other electronic means sent at least
forty-eight hours before the meeting. Notice shall be deemed properly given byemail when addressed and sent to the Director at the Director’s address as it
appears in the records of the Corporation. Whenever notice of a meeting is required,such notice need not be given to any Director if a written waiver of notice, executedby him (or his attorney duly authorized) before or after the meeting, is filed with therecords of the meeting, or to any Director who attends the meeting without
protesting the lack of notice before the meeting or before action is taken at themeeting. Neither such notice nor waiver of notice need specify the purposes of themeeting, unless otherwise required by law, the Articles of Organization or these By-

4

Laws. (Amended 12-07-2013)
12.
Action of Board of Directors With and Without a Meeting. When aquorum is present at any meeting of the Directors, a majority of the Directors
present and voting (excluding abstentions) shall decide any question, including theelection of officers, unless otherwise provided by law, the Articles of Organization,or these By-Laws. Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if all of the Directors
consent to the action in writing and the written consents are filed with the recordsof the meetings of the Board of Directors. Such consents shall be treated for all
purposes as a vote at a meeting. Directors or members of any committee designatedby the Directors may participate in a meeting of the Board of Directors or suchcommittee by means of a conference telephone or similar communications
equipment, provided that all persons participating in the meeting can hear eachother at the same time; in such event, participation by such means shall constitutepresence in person at a meeting. (Amended 6-20-2008)13.
Quorum. At any meeting of the Board of Directors, one-third of the
Directors then in office shall constitute a quorum provided, however, that said
quorum includes at least two members of any current Executive Committee. Each
Director shall have one vote except for non voting Directors. Any meeting may be
adjourned by a majority of the votes cast upon the question, whether or not aquorum is present, and the meeting may be held as adjourned without further
notice. (Amended 12-09-2011, 12-06-2015)
14.
Board Committees. The Directors may elect or appoint one or morecommittees (including but not limited to an Executive Committee) and may delegate
to any such committee or committees any or all of their powers, provided that any
committee to which the powers of the Directors are delegated shall consist solely of
Directors. Unless the Directors otherwise determine, an Executive Committee
elected by the Directors shall have the power to act for the full Board of Directors on
all matters between meetings of the Directors, except for such matters as are
specified in Massachusetts General Laws Section 55 of Chapter 156B. Unless the
Directors otherwise designate, committees shall conduct their affairs in the samemanner as is provided in these By-Laws for the Directors. The members of any
committee shall remain in office at the pleasure of the Board of Directors.
Committees created by the board consist of the Audit Committee and the Executive
Committee. (Amended 1-07-2005, 12-09-2011)15.
Board of Advisors. The Directors may create a board of advisors in anadvisory capacity to the Board of Directors and appoint to such board certain
persons who are interested in furthering the purposes of the Corporation. The
Directors may appoint one or more additional advisory boards for the sole purposeof advising the Board of Directors. Any advice rendered by the board of advisors or
any such advisory board may be considered by the Board of Directors but shall not
be binding on the Board of Directors. Advisory boards created by the Board may

5consist of an Advisory Council and a Development Council. (Amended 12-09-2011,12-07-2013, 12-06-2015)16.
Conflicts of Interest (August 27, 2002). Not more than forty-nine
percent (49%) of the persons serving on the board may be interested persons andthat all matters relating to compensation of interested persons on the board will bedecided by the Board of Directors. For purposes of this resolution, "interested
persons” means either:(a) Any person currently being compensated by the corporation forservices rendered it within the previous twelve (12) months, whether as a full- or
part-time officer or other employee, independent contractor, or otherwise; or(b) Any sister, brother, ancestor, descendent, spouse, sister-in-law,brother-in-law, daughter-in-law, son-in-law, mother-in-law, father-in-law of any
such person.
Any Director who receives or has received reasonable compensation forservices rendered to the organization will recuse him- or herself from voting on his
or her own compensation.
ARTICLE IV – OFFICERS
1.
Enumeration. The officers of the Corporation shall consist of a Chief
Executive Officer (CEO), a Treasurer and a Secretary, or such other officers having
other titles but having the powers of a President, Treasurer and Secretary as theBoard of Directors may determine. The Corporation may have such other officers
and assistant officers as the Board of Directors may determine, including, without
limitation, a Chairman of the Board and one or more Vice-Presidents, Assistant
Treasurers or Assistant Secretaries. Any two or more offices may be held by thesame person, except that the CEO may not serve as either Secretary or Treasurer. An
officer may but need not be a Director of the Corporation. If required by the
Directors, any officer shall give the Corporation a bond for the faithful performanceof his duties in such amount and with such surety or sureties as shall be satisfactory
to the Directors. (Amended 12-07-2013)
2.
Election. The CEO, Treasurer and Secretary shall be elected annuallyby the vote of a majority of the Board of Directors present and voting (excluding
abstentions) at the Annual Meeting. Other officers shall be elected by the affirmative
vote of a majority of the Board of Directors present and voting (excluding
abstentions) at the Annual Meeting or at any other meeting at which there is aquorum, for such term as the Board of Directors may specify. (Amended 12-07-2013)
3.
Tenure. Except as otherwise provided by law, by the Articles ofOrganization or by these By-Laws, the CEO, Treasurer, Secretary and all other6

officers shall hold office until the next Annual Meeting and thereafter until his
successor is chosen and qualified. (Amended 12-07-2013)
4.
Resignation. An officer may resign by delivering his written
resignation to the Corporation at its principal office or to the Chairman of the Board,or the CEO or the Secretary. Such resignation shall be effective upon receipt or uponsuch date (if any) as is stated in such resignation, unless otherwise determined by
the Board. (Amended 12-07-2013)
5.
Removal. The Board of Directors may remove any officer with orwithout cause by a vote of a majority of the entire number of Directors then in office,at a meeting of the Board of Directors called for that purpose. An officer may beremoved for cause only if notice of such action shall have been given to all of the
Directors prior to the meeting at which such action is to be taken and if the officer soto be removed shall have been given reasonable notice and opportunity to be heard
by the Board of Directors.
6.
Vacancies. A vacancy in any office may be filled by vote of a majorityof the Directors at any meeting of Directors at which a quorum is present or byappointment of all of the Directors if less than a quorum of Directors shall remain in
office. Each such successor shall hold office for the unexpired term of his
predecessor and in the case of the CEO, Treasurer and Secretary, until his successor
is chosen and qualified, or in each case until he sooner dies, resigns, is removed, or
becomes disqualified. (Amended 12-07-2013)7.
Chairman of the Board. If there is a Chairman of the Board, that
Chairman shall, when present, preside at all meetings of the Directors.
8.
Chief Executive Officer. The Chief Executive Officer (CEO) shall be thePresident and chief executive officer of the Corporation. The CEO shall have, subject
to oversight by the Directors, general supervision and control of the business of the
Corporation. The CEO shall have such other powers and duties as may be vested inhim by the Board of Directors. Unless otherwise determined by the Board, at each
Annual Meeting the CEO shall submit a report of the operations of the Corporation
for such year and a statement of its affairs, and shall from time to time report to theBoard all matters within his knowledge which he believes the interests of the
Corporation require to be brought to its notice. (Amended 12-07-2013)
9.
Vice President. The Vice President, if any, or if there shall be morethan one, the Vice Presidents in the order determined by the Directors, shall assist
the CEO in the performance of his duties and shall, in the absence or disability of theCEO, perform the duties and exercise the powers of the CEO and shall perform suchother duties and shall have such other powers as the Directors may from time totime prescribe. (Amended 12-07-2013)
10.
Treasurer and Assistant Treasurer. The Treasurer shall be the chief
financial officer and the chief accounting officer of the Corporation. The Treasurer
7

shall, subject to oversight by the Directors, maintain general supervision over thefinancial affairs of the Corporation, including its long-range financial planning, andshall cause to be kept accurate books of account. Unless otherwise determined by
the Board, the Treasurer shall prepare a yearly report on the financial status of the
Corporation to be delivered at the Annual Meeting. The Treasurer shall also prepare
or oversee all filings required by the Commonwealth of Massachusetts, the Internal
Revenue Service, or other federal and state agencies.
The Assistant Treasurer, if any, or if there shall be more than one, theAssistant Treasurers in the order determined by the Directors, shall, in the absenceor disability of the Treasurer, perform the duties and exercise the powers of theTreasurer, and shall perform such other duties and shall have such other powers as
the Directors may from time to time prescribe.
11.
Secretary and Assistant Secretary. The Secretary shall serve as the
Clerk of the Corporation and shall be a resident of the Commonwealth of
Massachusetts, unless the Corporation has designated a resident agent in themanner provided by law. The minutes and records of all meetings of the Directors
shall be prepared and maintained by the Secretary. The Secretary shall keep suchminutes and records within the Commonwealth at the principal office of the
Corporation or the office of the Secretary or its resident agent; such minutes andrecords shall be open at all reasonable times to the inspection of any Director for
any proper purpose. Such minutes and records shall also contain records of all
meetings of the incorporators and the original or attested copies of the Articles ofOrganization and these By-Laws and the names and addresses of all Directors. The
Secretary shall have such other powers and shall perform such other duties as the
Directors may from time to time prescribe.
The Assistant Secretary, if any, or if there shall be more than one, theAssistant Secretaries in the order determined by the Directors, shall, in the absenceor disability of the Secretary, perform the duties and exercise the powers of theSecretary and shall perform such other duties and shall have such other powers as
the Directors may from time to time prescribe.
In the absence of the Secretary and Assistant Secretary from any meeting, atemporary secretary shall be appointed by the Chair and shall exercise the duties of
the Secretary at the meeting. (Amended 12-07-2013)
12.
Other Powers and Duties. Each officer shall have in addition to theduties and powers specifically set forth in these By-Laws, such duties and powers as
are customarily incident to his office, and such duties and powers as the Directors
may from time to time designate.
13.
Chief Operating Officer. The Chief Operating Officer shall be
responsible for overall management of the organization’s day-to-day activities
subject to the oversight of the President and Chief Executive Officer. The Chief

8

Operating Officer is authorized to execute any instruments that may be executed by
the President or Treasurer under the terms of Article VII, Section 3 of the By-laws.
14.
Chief Technology Officer. The Chief Technology Officer shall be
responsible for overall management of the organization’s technical services subject
to the oversight of the Chief Operating Officer and the Chief Executive Officer.
15.
General Counsel. The General Counsel shall be responsible formanagement of the organization’s general legal affairs. (2009)
ARTICLE V – AMENDMENTS
These By-Laws may be amended by a vote of a majority of the Directors thenin office (excluding abstentions).
ARTICLE VI – DISSOLUTION
In the event of the termination, dissolution or winding up of this Corporationin any manner or for any reason whatsoever, its remaining assets, if any, shall be
distributed in accordance with the provisions set forth in the Articles ofOrganization.
ARTICLE VII - MISCELLANEOUS PROVISIONS
1.
Fiscal Year. Except as otherwise determined by the Directors, thefiscal year of the Corporation shall end on December 31 of each year.
2.
Seal. The Corporation may have a seal in such form as the Directors
may determine from time to time.
3.
Execution of Instruments. All checks, deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed or approvedby an officer of the Corporation in its behalf shall be signed or approved by the CEOor the Treasurer, or as the Directors otherwise determine. A certificate by the
Secretary or an Assistant Secretary, or a temporary Secretary, as to any action takenby the Board of Directors or any officer or representative of the Corporation shall as
to all persons who rely thereon in good faith be conclusive evidence of such action.
(Amended 12-07-2013)
4.
Transactions with Interested Parties. To the extent that the status of
the Corporation as an organization exempt from federal income taxation under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) is
not affected thereby, and in the absence of fraud, no contract or other transaction
between this Corporation and any other corporation or any firm, association,
partnership or person shall be affected or invalidated by the fact that any Director
or officer of this Corporation is pecuniarily or otherwise interested in or is adirector, member or officer of such other corporation or of such firm, association or9partnership or is a party to or is pecuniarily or otherwise interested in such contract
or other transaction or is in any way connected with any person or persons, firm,
association, partnership, or corporation pecuniarily or otherwise interested therein;
provided that the fact that he individually or as a director, member or officer of suchcorporation, firm, association or partnership is such a party or is so interested shallbe disclosed to or shall have been known by the Board of Directors or a majority ofsuch members thereof as shall be present or represented at a meeting of the Boardof Directors at which action upon any such contract or transaction shall be taken;
any Director may be counted in determining the existence of a quorum and may
vote at any meeting of the Board of Directors for the purpose of authorizing any
such contract or transaction with like force and effect as if he were not so interested,
or were not a director, member or officer of such other corporation, firm,
association or partnership, provided that any vote with respect to such contract ortransaction must be adopted by a majority of the Directors then in office who haveno interest in such contract or transaction.
5.
Severability. Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or invalidate anyother provision of these By-Laws.
6.
Articles of Organization. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of Organization of
the Corporation, as amended and in effect from time to time.
7.
Gender. Whenever used herein, the singular number shall include theplural, the plural shall include the singular, and the use of any gender shall include
all genders.
8.
Successor Provisions. All references herein: (1) to the Internal
Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as
now in force or hereafter amended; (2) to the General Laws of the Commonwealthof Massachusetts, or any Chapter thereof, shall be deemed to refer to such General
Laws or Chapter as now in force or hereafter amended; and (3) the particularsections of the Internal Revenue Code or such General Laws shall be deemed to referto similar or successor provisions hereafter adopted.
9.
California Nonprofit Integrity Act. At all times that the California
Nonprofit Integrity Act shall be applicable, the Corporation shall be in compliancewith its terms.
Certified the 6th day of December 201510

Diane M. Peters, Clerk and Secretary11