**Exhibit3.1**

 

**IBISTECHNOLOGY CORPORATION**

 

**RESTATEDBY-LAWS**

 

**SHAREHOLDERS**

 

1.                                       **Place of Meetings**.  All meetings of the shareholders shall be heldeither at the principal office of the Corporation or at such other place withinthe United States as is determined by the Board of Directors or the Chairman ofthe Board of Directors, or if there shall be no Chairman of the Board ofDirectors, the President, and stated in the notice of the meeting.

 

2.                                       **Annual Meetings**.  The annual meeting of the shareholders entitledto vote shall be held at ten o’clock in the forenoon (or at such other time asis determined by the Board of Directors or the Chairman of the Board ofDirectors, or if there shall be no Chairman of the Board of Directors, thePresident, and stated in the notice) on a date to be determined by the Board ofDirectors within six months after the end of each fiscal year, on any day thatis not a Saturday, Sunday or legal holiday, at such location as is determinedby the Board of Directors or the Chairman of the Board, or if there shall be noChairman of the Board of Directors, the President, and stated in the notice.The purposes for which an annual meeting is to be held, in addition to thoseprescribed by law, by the Restated Articles of Organization and by theseBy-Laws, may be specified by the Board of Directors or the Chairman of theBoard, or if there shall be no Chairman of the Board of Directors, thePresident. In the event that no date for the annual meeting is established orno annual meeting is held on the date so fixed, or by adjournment therefrom, aspecial meeting of the shareholders may be held in lieu thereof, and any actiontaken at such special meeting shall have the same force and effect as if takenat the annual meeting. In the event an annual meeting is not held at the timefixed in accordance with these By-laws or the time for an annual meeting is notfixed in accordance with these By-laws to be held within 13 months after thelast annual meeting was held, the Corporation may designate a special meetingheld thereafter as a special meeting in lieu of the annual meeting, and themeeting shall have all of the effect of an annual meeting.

 

Notwithstanding any other provision in theseBy-Laws, the Board of Directors may change the date, time and location of anyannual or special meeting of the shareholders (other than a special meetingcalled upon the written application of shareholders (a “Meeting Requested byShareholders”)) prior to the time for such meeting, including, withoutlimitation, by postponing or deferring the date of any such annual or specialmeeting (other than a Meeting Requested by Shareholders) previously called orby canceling any special meeting previously called (other than a MeetingRequested by Shareholders.)

 

3.                                       **Notice of Shareholder Business at a Meeting of theShareholders**.  Thefollowing provisions of this Section 3 of this Article I shall applyto the conduct of business at any meeting of the shareholders. (As used in thisSection 3, the term annual meeting shall include a special meeting in lieuof an annual meeting.)

 

(a)                                  Atany meeting of the shareholders, only such business shall be conducted as shallhave been brought before the meeting (i) pursuant to the Corporation’s noticeof meeting, (ii) by or at the direction of the Board of Directors or (iii) byany shareholder of the Corporation who is a shareholder of record at the timeof giving of the notice provided for in paragraph (b) of this Section 3,who shall be entitled to vote at such meeting and who complies with the noticeprocedures set forth in paragraph (b) of this Section 3.

 

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(b)                                 Forbusiness to be properly brought before a meeting of the shareholders by ashareholder pursuant to clause (iii) of paragraph (a) Section 3 of thisBy-law, the shareholder must have given timely notice thereof in writing to theSecretary of the Corporation. To be timely, a shareholder’s notice must bedelivered to or mailed and received at the principal executive offices of theCorporation (i) in the case of an annual meeting, not less than sixty (60) daysnor more than ninety (90) days prior to the scheduled annual meeting,regardless of any postponements, deferrals or adjournments of that meeting to alater date; provided, however, that if less than seventy (70) days’ notice orprior public disclosure of the date of the scheduled annual meeting is given ormade, notice by the shareholder to be timely must be so delivered or receivednot later than the close of business on the tenth (10th) day following theearlier of the day on which notice of the date of the scheduled meeting wasmailed or the day on which public disclosure was made of the date of thescheduled meeting; and (ii) in the case of a special meeting (other than aspecial meeting in lieu of an annual meeting), not later than the tenth (10th)day following the earlier of the day on which notice of the date of thescheduled meeting was mailed or the day on which public disclosure was made ofthe date of the scheduled meeting. A shareholder’s notice to the Secretaryshall set forth as to each matter the shareholder proposes to bring before themeeting (i) a brief description of the business desired to be brought beforethe meeting and the reasons for conducting such business at the meeting, (ii)the name and address, as they appear on the Corporation’s books, of theshareholder proposing such business, the name and address of the beneficialowner, if any, on whose behalf the proposal is made, and the name and addressof any other shareholders or beneficial owners known by such shareholder to besupporting such proposal, (iii) the class and number of shares of theCorporation which are owned beneficially and of record by such shareholder ofrecord, by the beneficial owner, if any, on whose behalf the proposal is madeand by any other shareholders or beneficial owners known by such shareholder tobe supporting such proposal, and (iv) any material interest of such shareholderof record and/or of the beneficial owner, if any, on whose behalf the proposalis made, in such proposed business and any material interest of any othershareholders or beneficial owners known by such shareholder to be supportingsuch proposal in such proposed business, to the extent known by suchshareholder.

 

(c)                                  Notwithstandinganything in these By-laws to the contrary, no business shall be conducted at ameeting except in accordance with the procedures set forth in this By-law. Theperson presiding at the meeting shall, if the facts warrant, determine thatbusiness was not properly brought before the meeting and in accordance with theprocedures prescribed by these By-laws, and if he should so determine, he shallso declare to the meeting and any such business not properly brought before themeeting shall not be transacted. Notwithstanding the foregoing provisions ofthis By-law, a shareholder shall also comply with all applicable requirementsof the Securities Exchange Act of 1934, as amended (or any successorprovision), and the rules and regulations thereunder with respect to thematters set forth in this By-law.

 

(d)                                 Thisprovision shall not prevent the consideration and approval or disapproval atthe meeting of reports of officers, directors and committees of the Board ofDirectors, but, in connection with such reports, no new business shall be actedupon at such meeting unless properly brought before the meeting as hereinprovided.

 

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4.                                       **Special Meetings**.  Subject to the rights of the holders of anyclass or series of preferred stock of the Corporation, special meetings of theshareholders entitled to vote may be called by the Board of Directors, theChairman of the Board of Directors, the President, or (i) if the Corporationshall not have a class of voting stock registered under the Securities ExchangeAct of 1934, as amended (the “1934 Act”), by the Secretary, or in case of thedeath, absence, incapacity or refusal of the Secretary, by any other officer,upon written application of one or more shareholders who are entitled to voteand who hold at least ten percent (10%) in interest of the capital stockentitled to vote at the meeting or (ii) if the Corporation shall have a classof voting stock registered under the 1934 Act by the Secretary, or in case ofthe death, absence, incapacity or refusal of the Secretary, by any otherOfficer, upon written application of one or more shareholders who are entitledto vote and who hold at least forty percent (40%) in interest of the capitalstock entitled to vote at the meeting.

 

5.                                       **Notice of Meetings**.  A written notice of the date, time, and placeof each annual and special shareholders’ meeting describing the purposes of themeeting shall be given to shareholders entitled to vote at the meeting and, tothe extent required by law or the Articles of Organization, to shareholders notentitled to vote at the meeting, no fewer than seven nor more than sixty daysbefore the meeting date. All notices to shareholders shall conform to therequirements of Section 18 of Article V. A shareholder may waive anynotice required by law, the Articles of Organization or these By-laws before orafter the date and time stated in the notice. The waiver shall be in writing,be signed by the shareholder entitled to the notice, and be delivered to theCorporation for inclusion with the records of the meeting. A shareholder’sattendance at a meeting (a) waives objection to lack of notice or defectivenotice of the meeting, unless the shareholder at the beginning of the meetingobjects to holding the meeting or transacting business at the meeting; and (b)waives objection to consideration of a particular matter at the meeting that isnot within the purpose or purposes described in the meeting notice, unless theshareholder objects to considering the matter when it is presented.

 

6.                                       **Quorum**.  Unless otherwise provided by law, or in theArticles of Organization, these By-laws or a resolution of the Directorsrequiring satisfaction of a greater quorum requirement for any voting group, amajority of the votes entitled to be cast on the matter by a voting groupconstitutes a quorum of that voting group for action on that matter. As used inthese By-laws, a voting group includes all shares of one or more classes orseries that, under the Articles of Organization or the Massachusetts BusinessCorporation Act, as in effect from time to time, are entitled to vote and to becounted together collectively on a matter at a meeting of shareholders. A shareonce represented for any purpose at a meeting is deemed present for quorumpurposes for the remainder of the meeting and for any adjournment of thatmeeting unless (i) the shareholder attends solely to object to lack of notice,defective notice or the conduct of the meeting on other grounds and does notvote the shares or otherwise consent that they are to be deemed present, or(ii) in the case of an adjournment, a new record date is or shall be set forthat adjourned meeting.

 

ADJOURNMENTS**.  ANY MEETINGOF THE SHAREHOLDERS MAY BE ADJOURNED TO ANY OTHER TIME AND TO ANY OTHER PLACEBY THE SHAREHOLDERS PRESENT OR REPRESENTED AT THE MEETING, ALTHOUGH LESS THAN AQUORUM, OR BY ANY OFFICER ENTITLED TO PRESIDE OR TO ACT AS SECRETARY OF SUCHMEETING IF NO SHAREHOLDER IS PRESENT IN PERSON OR BY PROXY.  IF AN**

 

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**ANNUALOR SPECIAL MEETING OF SHAREHOLDERS IS ADJOURNED TO A DIFFERENT DATE, TIME ORPLACE, NOTICE NEED NOT BE GIVEN OF THE NEW DATE, TIME OR PLACE IF THE NEW DATE,TIME OR PLACE IF ANY, IS ANNOUNCED AT THE MEETING BEFORE ADJOURNMENT. IF A NEWRECORD DATE FOR THE ADJOURNED MEETING IS FIXED, HOWEVER, NOTICE OF THEADJOURNED MEETING SHALL BE GIVEN UNDER ARTICLE I, SECTION 5 OF THESEBY-LAWS TO PERSONS WHO ARE SHAREHOLDERS AS OF THE NEW RECORD DATE*.*ANY BUSINESSWHICH COULD HAVE BEEN TRANSACTED AT ANY MEETING OF THE SHAREHOLDERS ASORIGINALLY CALLED MAY BE TRANSACTED AT ANY ADJOURNMENT THEREOF.**

 

7.                                       **Votes and Proxies**.  Each outstanding share, regardless of class,is entitled to one vote on each matter voted on at a shareholders’ meeting.Scrip shall not carry any right to vote unless otherwise provided therein, butif scrip provides for the right to vote, such voting shall be on the same basisas fractional shares. Shareholders may vote either in person or by writtenproxy. A shareholder may vote his or her shares in person or may appoint aproxy to vote or otherwise act for him or her by signing an appointment form,either personally or by his or her attorney-in-fact. An appointment of a proxyis effective when received by the Secretary or other officer or agentauthorized to tabulate votes. Unless otherwise provided in the appointmentform, an appointment is valid for a period of 6 months from the date theshareholder signed the form or, if it is undated, from the date of its receiptby the officer or agent. An appointment of a proxy is revocable by theshareholder unless the appointment form conspicuously states that it isirrevocable and the appointment is coupled with an interest, as defined in theMassachusetts Business Corporation Act. An appointment made irrevocable isrevoked when the interest with which it is coupled is extinguished. The deathor incapacity of the shareholder appointing a proxy shall not affect the rightof the Corporation to accept the proxy’s authority unless notice of the deathor incapacity is received by the Secretary or other officer or agent authorizedto tabulate votes before the proxy exercises his or her authority under theappointment. A transferee for value of shares subject to an irrevocable appointmentmay revoke the appointment if he or she did not know of its existence when heor she acquired the shares and the existence of the irrevocable appointment wasnot noted conspicuously on the certificate representing the shares or on theinformation statement for shares without certificates. Subject to theprovisions of Section 7.24 of the Massachusetts Business Corporation Actand to any express limitation on the proxy’s authority appearing on the face ofthe appointment form, the Corporation is entitled to accept the proxy’s vote orother action as that of the shareholder making the appointment. Proxies neednot be sealed or attested.

 

8.                                       **Conduct of Business**.  The Chairman of the Board of Directors or hisdesignee, or, if there is no Chairman of the Board or such designee, then thePresident or his designee, or, if the office of President shall be vacant, thena person appointed by a majority of the Board of Directors, shall preside atany meeting of shareholders as the chairman of the meeting. In addition to hispowers pursuant to Section 3(c) of this Article I, the personpresiding at any meeting of shareholders shall determine the order of businessand the procedures at the meeting, including such regulation of the manner ofvoting and the conduct of discussion as seem to him in order.

 

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9.                                       **Action at a Meeting**.  If a quorum of a voting group exists,favorable action on a matter, other than the election of Directors, is taken bya voting group (a) if it is approved by the affirmative vote of a majority ofthe shares outstanding and entitled to vote on the matter or (b) in the case ofany matter that has been approved by vote of the Board of Directors taken at ameeting held prior to such meeting of shareholders, if the votes cast withinthe group favoring the action exceed the votes cast opposing the action,unless, in the case of either (a) or (b), a greater number of affirmative votesis required by law, or the Articles of Organization, these By-laws or aresolution of the Board of Directors requiring receipt of a greater affirmativevote of the shareholders, including more separate voting groups. Directors areelected by a plurality of the votes cast by the shares entitled to vote in theelection at a meeting at which a quorum is present. No ballot shall be requiredfor such election unless requested by a shareholder present or represented atthe meeting and entitled to vote in the election. The Corporation shall notdirectly or indirectly vote any share of its stock. Nothing in this section shallbe construed to limit the right of the Corporation to vote any shares of stockheld directly or indirectly by it in a fiduciary capacity.

 

10.                                 **Record Date.  **The Directors may fix the record date inorder to determine the shareholders entitled to notice of a shareholders’meeting, to demand a special meeting, to vote, or to take any other action orthe date for the making of any dividend or distribution to shareholders. If arecord date for a specific action is not fixed by the Board of Directors, andis not supplied by law, the record date shall be the close of business eitheron the day before the first notice is sent to shareholders, or, if no notice issent, on the day before the meeting or, in the case of action without a meetingby written consent, the date the first shareholder signs the consent. A recorddate fixed under this Section may not be more than 70 days before themeeting or action requiring a determination of shareholders. A determination ofshareholders entitled to notice of or to vote at a shareholders’ meeting iseffective for any adjournment of the meeting unless the Board of Directorsfixes a new record date, which it shall do if the meeting is adjourned to adate more than 120 days after the date fixed for the original meeting.

 

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**BOARDOF DIRECTORS**

 

11.                                 **Powers**.  The Board of Directors may exercise all thepowers of the Corporation except such as are required by law or by the RestatedArticles of Organization or these By-Laws to be otherwise exercised, and thebusiness and affairs of the Corporation shall be managed under the direction ofthe Board of Directors. Without limiting the generality of the foregoing, theBoard of Directors shall have the power, unless otherwise provided by law, topurchase and to lease, pledge, mortgage and sell all property of theCorporation (including to issue or sell the stock of the Corporation) and tomake such contracts and agreements as they deem advantageous, to fix the priceto be paid for or in connection with any property or rights purchased, sold, orotherwise dealt with by the Corporation, to borrow money, issue bonds, notesand other obligations of the Corporation, and to secure payment thereof by themortgage or pledge of all or any part of the property of the Corporation. TheBoard of Directors may determine the compensation of directors. The Board ofDirectors or such officer or committee as the Board of Directors shalldesignate, may determine the compensation and duties, in addition to thoseprescribed by these By-Laws, of all officers, agents and employees of theCorporation.

 

12.                                 **Number**.  The Corporation shall have a Board ofDirectors, which shall consist of not less than three (3) directors, which number,subject to the rights of the holders of any Preferred Stock of the Corporationto elect directors, shall be determined from time to time by the Board ofDirectors. Such number may be enlarged or reduced at any time by a vote of amajority of all of the directors then in office. Subject to the rights of theholders of any series of Preferred Stock then outstanding, if the Board ofDirectors is divided into one or more classes, at each annual meeting ofshareholders or special meeting in lieu thereof following the initialclassification of the Board of Directors, directors elected to succeed thosedirectors whose terms then expire shall be elected for a term of office toexpire at the third succeeding annual meeting of shareholders or specialmeeting in lieu thereof after their election and until their successors areduly elected and qualified. No director need be a shareholder. If the Board ofDirectors is divided into more than one class, such classes to be as nearlyequal in number as possible.

 

13.                                 **Nominations of Directors**.  The following provisions of this Section 3of this Article II shall apply to the nomination of persons for electionto the Board of Directors.

 

(a)                                  Nominationsof persons for election to the Board of Directors of the Corporation may bemade (i) by or at the direction of the Board of Directors or (ii) by anyshareholder of the Corporation who is a shareholder of record at the time ofgiving of notice provided for in paragraph (b) of this Section 3, whoshall be entitled to vote for the election of directors at the meeting and whocomplies with the notice procedures set forth in paragraph (b) of this Section 3.

 

**NOMINATIONSBY SHAREHOLDERS SHALL BE MADE PURSUANT TO TIMELY NOTICEIN WRITING TO THE SECRETARY OF THE CORPORATION. TO BE TIMELY, A SHAREHOLDER’SNOTICE SHALL BE DELIVERED TO OR MAILED AND RECEIVED AT THE PRINCIPAL EXECUTIVEOFFICES OF THE CORPORATION, NOT LESS THAN**

 

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**SIXTY(60) DAYS NOR MORE THAN NINETY (90) DAYS PRIOR TO THE SCHEDULED MEETING DATE,REGARDLESS OF ANY IBIS TECHNOLOGY CORPORATION**

 

(b)                                 postponements,deferrals or adjournments of that meeting to a later date; provided, however,that if less than seventy (70) days’ notice or prior public disclosure of thedate of the scheduled meeting is given or made, notice by the shareholder to betimely must be so delivered or received not later than the close of business onthe tenth (10th) day following the earlier of the day on which notice of thedate of the scheduled meeting was mailed or the day on which public disclosurewas made of the date of the scheduled meeting. Such shareholder’s notice shallset forth (x) as to each person whom the shareholder proposes to nominate forelection or reelection as a director all information relating to such personthat is required to be disclosed in solicitations of proxies for election ofdirectors, or is otherwise required, pursuant to Regulation 14A under the 1934Act or pursuant to any other then existing statute, rule or regulation applicablethereto (including such person’s written consent to being named in the proxystatement as a nominee and to serving as a director if elected); (y) as to theshareholder giving the notice (1) the name and address, as they appear on theCorporation’s books, of such shareholder and (2) the class and number of sharesof the Corporation which are beneficially owned by such shareholder and alsowhich are owned of record by such shareholder; and (z) as to the beneficialowner, if any, on whose behalf the nomination is made, (l) the name and addressof such person and (2) the class and number of shares of the Corporation whichare beneficially owned by such person. The Company may require any proposednominee to furnish such other information as may reasonably be required by theCompany to determine the eligibility of such proposed nominee as a director. Atthe request of the Board of Directors, any person nominated by the Board ofDirectors for election as a director shall furnish to the Secretary of the Corporationthat information required to be set forth in a shareholder’s notice ofnomination which pertains to the nominee.

 

(c)                                  Noperson shall be eligible to serve as a director of the Corporation unlessnominated in accordance with the procedures set forth in this By-law. Theperson presiding at the meeting shall, if the facts warrant, determine that anomination was not made in accordance with the procedures prescribed by theseBy-laws, and if he should so determine, he shall so declare to the meeting andthe defective nomination shall be disregarded. Notwithstanding the foregoingprovisions of this By-law, a shareholder shall also comply with all applicablerequirements of the 1934 Act (or any successor provision), and the rules andregulations thereunder with respect to the matters set forth in this By-law.

 

14.                                 **Tenure; Resignation**.  The term of each Director shall expire at theannual shareholders’ meeting held in the third year following the year of hisor her election. No decrease in the number of Directors constituting the Boardof Directors shall shorten the term of any incumbent director. Any Directorelected to fill a vacancy shall hold office for the remainder of the full termof the class of Directors in which the vacancy occurred or the new Directorshipwas created. Despite the expiration of a Director’s term, he or she shallcontinue to serve until his or her successor is elected and qualified or untilthere is a decrease in the number of directors. A Director may resign at anytime by delivering

 

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15.                                 written notice ofresignation to the Board of Directors, its chairman, or to the Corporation. Aresignation is effective when the notice is delivered unless the noticespecifies a later effective date.

 

16.                                 **Removal**.  The removal of any Director or Directors orthe entire Board of Directors may be effected only for cause by the affirmativevote of (a) at least two-thirds (2/3) of the directors then serving in officeor (b) at least seventy-five percent (75%) of the shares outstanding andentitled to vote in the election of Directors; provided, however, that if adirector is elected by a voting group of shareholders, only the directorselected by that voting group may participate in the vote to remove him. As usedin this Section 5, “cause” shall mean only (i) conviction of a felony,(ii) declaration of unsound mind by order of a court, (iii) gross derelictionof duty, (iv) commission of an action involving moral turpitude, or (v)commission of an action which constitutes intentional misconduct or a knowingviolation of law if such action in either event results both in an impropersubstantial personal benefit and a material injury to the Corporation. ADirector may be removed by the shareholders or the Directors only at a meetingcalled for the purpose of removing him or her, and the meeting notice muststate that the purpose, or one of the purposes, of the meeting is removal ofthe Director.

 

17.                                 **Vacancies**.  Vacancies and newly created directorships,whether resulting from an increase in the size of the board of directors, fromthe death, resignation, disqualification or removal of a director or otherwise,shall be filled solely by the affirmative vote of a majority of the remainingdirectors then in office, even though less than a quorum of the board ofdirectors. Any director elected in accordance with this Section shall holdoffice for the remainder of the full term of the class of directors in whichthe vacancy occurred or the new directorship was created and until the director’ssuccessor shall have been elected and qualified.

 

18.**                                 Meetings**. Meetings of the directors need not beheld in the state of incorporation.

 

(a)                                  RegularMeetings.  Regular meetings of theBoard of Directors may be held without call or notice at such places and atsuch times as may be fixed by the Board of Directors from time to time,provided that any director who is absent when such determination is made shallbe given notice of the determination. A regular meeting of the Board of Directorsmay be held without call or notice at the same place as the annual meeting ofshareholders, or the special meeting held in lieu thereof, immediatelyfollowing such meeting of shareholders.

 

(b)                                 SpecialMeetings.  Special meetings of theBoard of Directors may be called by the Chairman of the Board, the President,the Treasurer, the Secretary, or one or more directors. Notice of the time andplace of all special meetings of the Board of Directors shall be given by theSecretary or the Secretary or the officer or directors calling the meeting.Notice must be given orally, by telephone, or, in writing, by mail, postageprepaid, courier, telegraph, telex, telecopy or cable, and such notice shall besufficient if given in time to enable the director to attend, or, in any case,if sent by mail, if dispatched at least seven (7) days before the meeting, orif sent by telegraph, telex, telecopy or cable, if sent at least forty-eight(48) hours before the meeting, or if sent by courier, if delivered to such courierfor next day delivery at least forty-eight

 

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(48) hours before the meeting, addressed inany case to a director’s usual or last known place of business or residence.Special meetings of the Board of Directors must be preceded by a least two days’notice of the date, time and place of the meeting. The notice need not describethe purpose of the special meeting. All notices to directors shall conform tothe requirements of Section 18, of Article V.

 

19.                                 **Quorum of Directors**.  At any meeting of the Board of Directors, amajority of the number of directors then constituting the full Board ofDirectors then serving shall constitute a quorum, but a lesser number mayadjourn any meeting from time to time without further notice. In the event of avacancy in the Board of Directors, the remaining directors, except as otherwiseprovided by law, may exercise the powers of the full Board of Directors untilthe vacancy is filled.

 

20.                                 **Action at a Meeting**.  Action on any matter brought before anymeeting of the Board of Directors at which there is a quorum may be taken byvote of a majority of the directors then present at the meeting, unless adifferent vote is required by law, the Restated Articles of Organization or theseBy-Laws. A Director who is present at a meeting of the Board of Directors or acommittee of the Board of Directors when corporate action is taken isconsidered to have assented to the action taken unless: (a) he or she objectsat the beginning of the meeting, or promptly upon his or her arrival, toholding it or transacting business at the meeting; (b) his or her dissent orabstention from the action taken is entered in the minutes of the meeting; or(c) he or she delivers written notice of his or her dissent or abstention tothe presiding officer of the meeting before its adjournment or to theCorporation immediately after adjournment of the meeting. The right of dissentor abstention is not available to a Director who votes in favor of the action taken.

 

21.                                 **Action Without a Meeting**.  Unless otherwise provided by law, the RestatedArticles of Organization or these By-laws, any action required or permitted tobe taken by the Directors may be taken without a meeting if the action is takenby the unanimous consent of the members of the Board of Directors. The actionmust be evidenced by one or more consents describing the action taken, inwriting, signed by each Director, or delivered to the Corporation by electronictransmission, to the address specified by the Corporation for the purpose or,if no address has been specified, to the principal office of the Corporation,addressed to the Secretary or other officer or agent having custody of therecords of proceedings of Directors, and included in the minutes or filed withthe corporate records reflecting the action taken. Action taken under this Section iseffective when the last Director signs or delivers the consent, unless theconsent specifies a different effective date. A consent signed or delivered underthis Section has the effect of a meeting vote and may be described as suchin any document.

 

22.                                 **Committees of Directors**.  The Board of Directors may, by vote of amajority of the number of directors then constituting the full Board, electfrom its membership an Executive Committee (to be chaired by the Chairman ofthe Board, if any) and such other committees as it may determine, comprised ofsuch number of its members as it may from time to time determine (but in anyevent not less than two), and delegate to any such committee or committees someor all of its powers, except those which by law, the Restated Articles ofOrganization or these By-Laws it is prohibited from delegating. Except as thedirectors may otherwise determine, any such committee may make rules for theconduct of

 

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its business, but, unless otherwise provided by the directors or insuch rules, its business shall be conducted as nearly as may be in the manneras is provided by these By-Laws for the directors.

 

23.                                 **Telephone Conference Meetings**.  The Board of Directors of any committeethereof may participate in a meeting of such Board of Directors or committeethereof by means of a conference telephone (or similar communicationsequipment) call, by means of which all persons participating in the meeting canhear each other at the same time, and participation by such means shallconstitute presence in person at a meeting.

 

**ARTICLE II**

 

**OFFICERS**

 

1.                                       **Enumeration**.  The officers of the Corporation shall be thePresident, the Treasurer, the Secretary and such other officers as the Board ofDirectors may determine, including, but not limited to, a Chairman of the Boardof Directors, a Chief Executive Officer, one or more Vice Presidents, one ormore Assistant Treasurers, one or more Assistant Secretarys, and a Secretary.

 

2.                                       **Election**.  The officers shall be appointed by the Boardof Directors in accordance with the provisions of these By-laws. A dulyappointed officer may appoint one or more officers or assistant officers ifauthorized by the Board of Directors. Each officer has the authority and shallperform the duties set forth in these By-laws or, to the extent consistent withthese By-laws, the duties prescribed by the Board of Directors or by directionof an officer authorized by the Board of Directors to prescribe the duties ofother officers.

 

3.                                       **Qualification**. No officer need be ashareholder. The Chairman of the Board, if any, and any Vice Chairman appointedto act in the absence of the Chairman, shall be elected by and from the Boardof Directors, but no other officer need be a director. Two or more offices maybe held by any one person. If required by vote of the Board of Directors, anofficer shall give bond to the Corporation for the faithful performance of hisduties, in such form and amount and with such sureties as the Board ofDirectors may determine. The premiums for such bonds shall be paid by theCorporation.

 

4.                                       **Tenure**.  Each officer elected or appointed by the Boardof Directors shall hold office until the first meeting of the Board ofDirectors following the next annual meeting of the shareholders or specialmeeting in lieu thereof and until his successor is elected or appointed andqualified, or until he dies, resigns, is removed or becomes disqualified,unless a shorter term is specified in the vote electing or appointing saidofficer. Each officer appointed by the Chairman of the Board shall hold officeuntil his successor is elected or appointed and qualified, whether by the Boardof Directors or the Chairman of the Board, or until he dies, resigns, isremoved or becomes disqualified, unless a shorter term is specified by anyagreement or other instrument appointing said Officer. An officer may resign atany time by delivering notice of the resignation to the Corporation. Aresignation is effective when the notice is delivered unless the noticespecifies a later effective date. If a resignation is made effective at a later

 

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5.                                       date and theCorporation accepts the future effective date, the Board of Directors may fillthe pending vacancy before the effective date if the Board of Directorsprovides that the successor shall not take office until the effective date.

 

6.                                       **Removal**.  Any officer elected or appointed by the Boardof Directors or by the Chairman of the Board may be removed from office with orwithout cause by vote of a majority of the directors then in office. An officermay be removed for cause only after a reasonable notice and opportunity to beheard before the body or person proposing to remove him.

 

7.                                       **Chairman of the Board**.  The Chairman of the Board, if any, shallpreside at all meetings of the Board of Directors and shareholders at which heis present and shall have such authority and perform such duties as may beprescribed by these By-Laws or from time to time determined by the Board ofDirectors.

 

8.                                       **President**.  Except for meetings at which the Chairman ofthe Board, if any, presides in accordance with Section 6 of this Article III,the President shall, if present, preside at all meetings of shareholders, andif a director, at all meetings of the Board of Directors. The President shall,subject to the control and direction of the Board of Directors, have andperform such powers and duties as may be prescribed by these By-Laws or fromtime to time be determined by the Board of Directors or the Chairman of theBoard.

 

9.                                       **Vice Presidents**.  The Vice Presidents, if any, in the order oftheir election, or in such other order as the Board of Directors or theChairman of the Board may determine, shall have and perform the powers andduties of the President (or such of the power and duties as the Board ofDirectors or the Chairman of the Board may determine) whenever the President isabsent or unable to act. The Vice Presidents, if any, shall also have suchother powers and duties as may from time to time be determined by the Board ofDirectors or the Chairman of the Board.

 

10.                                 **Treasurer and Assistant Treasurers**.  The Treasurer shall, subject to the controland direction of the Board of Directors, have and perform such powers andduties as may be prescribed in these By-Laws or be determined from time to timeby the Board of Directors or the Chairman of the Board. All property of theCorporation in the custody of the Treasurer shall be subject at all times tothe inspection and control of the Board of Directors. Unless otherwise voted bythe Board of Directors, each Assistant Treasurer, if any, shall have andperform the powers and duties of the Treasurer whenever the Treasurer is absentor unable to act, and may at any time exercise such of the powers of theTreasurer, and such other powers and duties, as may from time to time bedetermined by the Board of Directors or the Chairman of the Board.

 

11.                                 **Secretary and Assistant Secretaries**.  The Secretary shall be a resident ofMassachusetts unless the Corporation has a resident appointed for the purposeof service of process. He shall have and perform the powers and dutiesprescribed in these By-Laws and such other powers and duties as may from timeto time be determined by the Board of Directors. He shall attend all meetingsof the directors and of the shareholders and shall record upon the record bookof the Corporation all votes of the

 

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shareholders and minutes of the proceedings at such meetings. He shallhave custody of the record books of the Corporation. Unless otherwise voted bythe Board of Directors, each Assistant Secretary, if any, shall have andperform the powers and duties of the Secretary whenever the Secretary is absentor unable to act, and may at any time exercise such of the powers of theSecretary, and such other powers and duties, as may from time to time be determinedby the Board of Directors or the Chairman of the Board. In the absence of theSecretary from any meeting of shareholders, an Assistant Secretary, if one beelected, otherwise a Temporary Secretary designated by the person presiding atthe meeting, shall perform the duties of the Secretary.

 

12.                                 **Clerk and Assistant Clerks**.  The Board of Directors or the Chairman of theBoard may appoint a Clerk and, in his absence, an Assistant Clerk, but if noClerk or Assistant Clerk is elected, the Clerk (or in the absence of the Clerk,any Assistant Clerk) shall act as the Clerk. The Secretary or, in his absence,any Assistant Clerk, shall attend all meetings of the directors and shallrecord all votes of the Board of Directors and minutes of the proceedings atsuch meetings. The Clerk or, in his absence, any Assistant Clerk (or theClerk), shall notify the directors of their meetings, and shall have andperform such other powers and duties as may from time to time be determined bythe Board of Directors or the Chairman of the Board. If a Clerk or an AssistantClerk is elected but is absent from any such meeting, the Clerk (or anyAssistant Clerk) may perform the duties of the Clerk; otherwise, a TemporaryClerk may be appointed by the meeting.

 

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