AMENDED AND RESTATED BY-LAWS OF
CREATIVE COMMONS CORPORATIONAs Amended and Restated March 4, 2018
Pre-March 4 2018 version

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, anyother applicable laws, the Articles 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 Directors of the Corporation.
2.
Participation by Non-Members. The Board of Directors may, fromtime to time, designate certain persons or groups of persons as advisors, friends,
sponsors, contributors, and individuals and organizations that are participants in
the CC Global Network, or may designate such persons by such other title as the1

Board deems appropriate. Notwithstanding any such designation, however, such
persons shall not be members of the Corporation, and shall have no right to notice ofmeetings and no right to vote at or to participate in any meeting of members, andshall 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 members of the Board of
Directors (the “Directors,” and each individually, a “Director”) 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. The Directors shall fix the number of
Directors at least annually, at each Annual Meeting, and shall elect the successors to
the Directors. All Directors elected to serve on the Board of Directors must be
approved by a majority of the Directors entitled to vote on the matter at a meetingof Directors at which a quorum is present, or by appointment of all of the Directors
if less than a quorum shall remain in office. Performance of the Board’s Officers andDirectors may be subject to annual review.
(a)
The Board of Directors shall have a Chair, Vice Chair andSecretary. Appointments to the Chair and Vice Chair shall endure for one four-year
term, and may be extended once for an additional two-year term upon approval of
the Board of Directors. The Chair and Vice Chair must be voting Directors andneither 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.
(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.
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These officers shall undertake such other tasks as may be reasonably
directed by the Board.
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, isremoved or becomes disqualified. The Chief Executive Officer shall serve as a voting
member of the Board for the duration of his/her term of office. The Secretary shallserve as a non-voting Director for the duration of his/her term of office. To ensure
continuity of 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 a majority of Directors then serving on the Board.
Thereafter, Board members have the possibility of serving additional terms after at
least a one-year absence.
4.
Resignation. A Director may resign by delivering his/her resignationin writing 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.
5.
Removal. The Board of Directors may remove any Director at any timewith or without cause by vote of a majority of the Directors then in office at theAnnual Meeting or at a meeting of the Board of Directors called for that purpose atwhich a quorum is present. A Director may be removed for cause only if notice ofsuch 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 Director so to be removed shall have been
given reasonable notice and opportunity to be heard before the Board of Directors.
6.
Vacancies. Any vacancy in the Board of Directors, including a vacancy
resulting from the enlargement of the Board or by the resignation, removal, or deathof a Director, may be filled by vote of a majority of the remaining 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 holdoffice until a successor is elected and qualified, or until his/her earlier death,resignation or removal. The Directors shall have and may exercise all of theirpowers 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.

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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, the Chair or the Chief Executive Officer (which date shall not be a legal
holiday in the place where the meeting is to be held) and stated in the notice of themeeting. If no Annual Meeting is held in accordance with the foregoing provision, a
special meeting may be held in lieu thereof with the same effect as the Annual
Meeting and in such case all references in these By-Laws, except in this Section, to
the Annual Meeting shall be deemed to refer to such special meeting.
9.
Regular Meetings. In addition to the Annual Meeting, other regularmeetings of the Directors may be held on such dates and at such places and times as
the Directors may determine, provided that notice shall be given to the Directors inaccordance with Section 11 of these By-laws, if necessary. Access by phone, videoconference or other means shall be provided.
10.
Special Meetings. Special meetings of the Board of Directors may beheld at any time and at any place when requested by the Chair, the Chief Executive
Officer, or any three Directors, and shall be called by the Secretary; or in the case of
the death, absence, incapacity or refusal of the Secretary, by any other officer, upon
written application of the Directors representing at least ten percent (10%) of thesmallest quorum of Directors required for a vote upon any matter at the Annual
Meeting.
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 email address as it appears in the records of the
Corporation, or when left with the Director in person or mailed to the Director’s
residence or usual place of business, as such addresses appear in the records of the
Corporation, or when sent by telephone, telegram, telecopy, or other electronicmeans to the Director at the Director’s telephone number, or other address as it
appears in the records of the Corporation, at least seven days before the meeting.
Whenever notice of a meeting is required under this Section 11(a), such notice neednot be given to a Director if a written waiver of notice, executed by him/her (orhis/her duly authorized attorney) before or after the meeting, is filed with therecords of the meeting. For the avoidance of doubt, an electronically submitted
waiver from a Director (or his/her duly authorized attorney) shall constitute a
written, duly executed waiver of notice as required under this Section 11(a).
(b) The following notice requirements shall apply to all regular4meetings 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 email address as it
appears in the records of the Corporation. Whenever notice of a meeting under thisSection 11(b) is required, such notice need not be given to any Director if a written
waiver of notice, executed by him (or his/her duly authorized attorney) before orafter the meeting, is filed with the records 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 the meeting. Neither such notice nor waiver of notice needspecify the purposes of the meeting, unless otherwise required by law, the Articlesof Organization or these By-Laws. For the avoidance of doubt, an electronicallysubmitted waiver from a Director (or his/her duly authorized attorney) shallconstitute a written, duly executed waiver of notice as required under this Section
11(b).
Notwithstanding the provisions above, the Corporation acknowledges
and agrees that it shall give an extended notice period as may be required under
Section 6B of Chapter 180 of the Massachusetts General Laws, such that notice isgiven in a manner reasonably likely to make the Directors aware of any proposed
action under Section 7 or Section 8A of Chapter 180 that may be taken by the
Corporation.
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 (including the Annual Meeting or any Special Meeting) may
be taken without a meeting, if all of the Directors consent to the action or actions inwriting and the written consents to such action or actions are filed with the recordsof the meetings of the Board of Directors. Any Director’s electronic approval of a
proposed action or actions to be taken without a meeting shall suffice as the writtenconsent of that Director for the purposes of this Section 12. Such written consents
shall be treated for all purposes as a vote at a meeting. Directors or members of any
committee designated by the Directors may participate in a meeting of the Board of
Directors or such committee by means of a conference telephone or similar
communications equipment, provided that all persons participating in the meeting
can hear each other at the same time; in such event, participation by such means
shall constitute presence in person at a meeting.
13.
Quorum. At any meeting of the Board of Directors, one-third of the
Directors then in office shall constitute a quorum, except when a larger quorum is5

required by law, by the Articles of Organization, or these By-laws; provided,
however, that said quorum shall include 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 thequestion, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
14.
Board Committees. The Directors may elect or appoint one or morecommittees (including but not limited to an Executive Committee and an Audit
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 aredelegated shall consist solely of Directors. Unless the Directors otherwise
determine, an Executive Committee elected by the Directors shall have the power toact 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 or other applicable law. Unless the Directors otherwise designate,committees shall conduct their affairs in the same manner as is provided in these
By-Laws for the Directors. The members of any committee shall remain in office atthe pleasure of the Board of Directors.
15.
Advisory Council. The Directors may create an Advisory Council 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 councils for the sole purposeof advising the Board of Directors. Any advice rendered by the Advisory Council or
any such advisory council may be considered by the Board of Directors but shall not
be binding on the Board of Directors. Advisory councils created by the Board may
include, but shall not be limited to, an Advisory Council and a Development Council.
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, andall matters relating to compensation of an Interested Person serving on the Board
will be decided by disinterested Directors, excluding any such Interested Person.
For purposes of this Section 16, an “Interested Person” is 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 described in Section 16(a).
Any Director who receives or has received reasonable compensation forservices rendered to the organization will recuse him- or herself from voting on
his/her own compensation.

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ARTICLE IV – OFFICERS
1.
Enumeration. The officers of the Corporation shall consist of a Chief
Executive Officer (also referred to herein as the CEO, as defined below), a Treasurer
and a Secretary, or such other officers having other titles but having the powers of a
President, Treasurer and Secretary as the Board 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 Chair of the Board and one
or more Vice-Presidents, Assistant Treasurers or Assistant Secretaries. Any two or
more offices may be held by the same 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 abond for the faithful performance of his/her duties in such amount and with such
surety or sureties as shall be satisfactory to the Directors.
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.
3.
Tenure. Except as otherwise provided by law, by the Articles ofOrganization or by these By-Laws, the CEO, Treasurer, Secretary and all otherofficers shall hold office until the next Annual Meeting and thereafter until his/her
successor is chosen and qualified.
4.
Resignation. An officer may resign by delivering his/her written
resignation to the Corporation at its principal office or to the Chair 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.
5.
Removal. The Board of Directors may remove any officer with orwithout cause by a vote of a majority of Directors then in office, at a meeting of theBoard of Directors called for that purpose. An officer may be removed for cause only
if notice of such action shall have been given to all of the Directors prior to themeeting at which such action is to be taken and if the officer so to be removed shallhave 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/herpredecessor and in the case of the CEO, Treasurer and Secretary, until his/her

7successor is chosen and qualified, or in each case until he sooner dies, resigns, isremoved, or becomes disqualified.
7.
Chair of the Board. If there is a Chair of the Board, that Chair shall,when present, preside at all meetings of the Directors.
8.
Chief Executive Officer. The Chief Executive Officer shall be thePresident and chief executive officer of the Corporation (the “CEO”). The CEO shallhave, subject to oversight by the Directors, general supervision and control of thebusiness of the Corporation. The CEO shall have such other powers and duties as
may be vested in him 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 timereport to the Board all matters within his/her knowledge which he believes theinterests of the Corporation require to be brought to its notice.
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/her duties and shall, in the absence or disabilityof the CEO, perform the duties and exercise the powers of the CEO and shall perform
such other duties and shall have such other powers as the Directors may from time
to time prescribe.
10.
Treasurer and Assistant Treasurer. The Treasurer shall be the chief
financial officer and the chief accounting officer of the Corporation. The Treasurer
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 and8records 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.
12.
General Counsel. The General Counsel, if any, shall be responsible formanagement of the organization’s general legal affairs.
13.
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/her office, and such duties and powers as the
Directors may from time to time designate.
ARTICLE V – AMENDMENTS
These By-Laws may be amended by a vote of a majority of the Directors thenin office (excluding abstentions). A By-law shall not be repealed or amended, or an
additional By-law adopted, unless notice of such proposed action shall have beenpreviously given to all Directors entitled to vote on any such amendment.
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 and in accordance with the applicable provisions of Massachusetts
General Laws.
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.

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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.
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, arrangement or othertransaction between this Corporation and any other corporation or any firm,
association, partnership or person shall be affected or invalidated by the fact thatany Director or officer of this Corporation is pecuniarily or otherwise interested inor is a director, member or officer of such other corporation or of such firm,
association or partnership or is a party to or is pecuniarily or otherwise interested
in such contract, arrangement or other transaction or is in any way connected withany person or persons, firm, association, partnership, or corporation pecuniarily orotherwise interested therein; provided that the fact that he individually or as adirector, member or officer of such corporation, firm, association or partnership is
such a party or is so interested shall be fully disclosed to the entire Board of
Directors before any action may be taken in connection with such contract,
arrangement or transaction; Any such Director who is so interested may be counted
in determining the existence of a quorum at the meeting of the Board of Directors
where action is to be taken in connection with such contract, arrangement ortransaction, but the vote of such Director shall not be counted for the purpose of
authorizing any such contract, arrangement or transaction that involves such
Director’s interest.
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 General10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 4th Day of March 2018

Diane M. Peters, Clerk and Secretary11