5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled tovote owned by them of record according to the books of the Corporation and a proportionate vote fora fractional share, unless otherwise provided by law or by the Articles of Organization.Stockholders may vote either in person or by written proxy dated not more than six months beforethe meeting named therein, unless the proxy is coupled with an interest and provides otherwise.Proxies shall be filed with the Clerk before being voted. Except as otherwise limited therein,proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting butshall not be valid after final adjournment of such meeting. A proxy with respect to stock held inthe name of two or more persons shall be valid if executed by one of them unless at or prior toexercise of the proxy the Corporation receives a specific written notice to the contrary from anyone of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemedvalid unless challenged at or prior to its exercise and the burden of proving invalidity shall reston the challenger.     6. Action at Meeting. When a quorum is present, any matter before the meeting shall be decidedby vote of the holders of a majority of the shares of stock voting on such matter, except where alarger vote is required by law, by the Articles of Organization or by these By-laws. Any electionof Directors by stockholders shall be determined by a plurality of the votes cast, except where alarger vote is required by law, by the Articles of Organization or by these By-laws. No ballotshall be required for any election unless requested by a stockholder entitled to vote in theelection. The Corporation shall not directly or indirectly vote any share of its own stock.     7. Action without Meeting. Any action to be taken at any annual or special meeting ofstockholders may be taken without a meeting if all stockholders entitled to vote on the matterconsent to the action in writing and the written consents are filed with the records of themeetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.     8. Control Share Acquisition. The provisions of Chapter 110D of the General Laws of TheCommonwealth of Massachusetts (“Chapter 110D”), as it may be amended from time to time, shall notapply to “control share acquisitions” of the Corporation within the meaning of Chapter 110D.     9. Business Combinations with Interested Stockholders. The Corporation shall not be governedby the provisions of Chapter 110F of the General Laws of The Commonwealth of Massachusetts, as itmay be amended from time to time.
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**ARTICLE II****Directors**     1. Powers. The business of the Corporation shall be managed by a Board of Directors who mayexercise all the powers of the Corporation except as otherwise provided by law, by the Articles ofOrganization or by these By-laws. In the event of a vacancy in the Board of Directors, theremaining Directors, except as otherwise provided by law, may exercise the powers of the full Boarduntil the vacancy is filled. In particular, and without limiting the generality of the foregoing,the Directors may at any time issue all or from time to time any part of the unissued capital stockof the Corporation from time to time authorized under the Articles of Organization and maydetermine, subject to any requirements of law, the consideration for which such capital stock is tobe issued and the manner of allocating such consideration between capital and surplus.     2. Election and Qualification. The stockholders at each annual meeting shall fix the numberof Directors (which shall be not less than three or less than the number of stockholders, if lessthan three) and elect the number of Directors so fixed. No Director need be a stockholder.     3. Vacancies; Reduction of Board. The Board of Directors may act notwithstanding a vacancy orvacancies in its membership. Any vacancy in the Board of Directors, however occurring, including avacancy resulting from the enlargement of the Board of Directors, may be filled by the stockholdersor by vote of majority of the Directors then in office, even though less than a quorum. In lieu offilling any such vacancy the stockholders or the Board of Directors may reduce the number ofDirectors, but not to a number less than three or less than the number of stockholders, if lessthan three.     4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at anymeeting or by vote of a majority of the Directors then in office.     5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by theseBy-laws, Directors shall hold office until the next annual meeting of stockholders and until theirsuccessors are elected and qualified. Any Director may resign by delivering a written resignationto the Corporation at its principal office or to the President, Clerk or Treasurer. Suchresignation shall be effective upon receipt unless it is specified to be effective at some othertime or upon the happening of some other event.     6. Removal. A Director may be removed from office (a) with or without cause by vote of theholders of a majority of the shares of stock entitled to vote in the election of Directors, or (b)for cause by vote of a majority of the Directors then in office. A Director may be removed forcause only after reasonable notice and opportunity to be heard before the body proposing suchremoval.
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     7. Meetings. Regular meetings of the Board of Directors may be held without notice at suchtime, date and place as the Board of Directors may from time to time determine. A regular meetingof the Board of Directors may be held without notice at the same place as the annual meeting ofstockholders, or the special meeting held in lieu thereof, following such meeting of stockholders.     Special meetings of the Board of Directors may be called, orally or in writing, by thePresident, Treasurer or two or more Directors, designating the time, date and place thereof.     8. Notice of Meetings. Notice of the time, date and place of all special meetings of theBoard of Directors shall be given to each Director by the Clerk, or if there be no Clerk, by theAssistant Clerk, or in case of the death, absence, incapacity or refusal of such persons, by theofficer or one of the Directors calling the meeting. Notice shall be given to each Director inperson or by telephone or by telegram sent to his business or home address at least twenty-fourhours in advance of the meeting, or by written notice mailed to such Director’s business or homeaddress at least twenty-four hours in advance of the meeting. Notice need not be given to anyDirector if a written waiver of notice, executed by such Director before or after the meeting, isfiled with the records of the meeting, or to any Director who attends the meeting withoutprotesting prior thereto or at its commencement the lack of notice to such Director. A notice orwaiver of notice of a meeting of the Board of Directors need not specify the purposes of themeeting.     9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then inoffice shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time andthe meeting may be held as adjourned without further notice.     10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present,a majority of the Directors present may take any action on behalf of the Board of Directors, unlessa larger number is required by law, by the Articles of Organization or by these By-laws.     11. Action by Consent. Any action required or permitted to be taken at any meeting of theBoard of Directors may be taken without a meeting if all the Directors consent to the action inwriting and the written consents are filed with the records of the meetings of the Board ofDirectors. Such consents shall be treated for all purposes as a vote at a meeting of the Board ofDirectors.     12. Presence Through Communications Equipment. Unless otherwise provided by law or theArticles of Organization, members of the Board of Directors may participate in a meeting of theBoard of Directors by means of a conference telephone or similar communications equipment by meansof which all persons participating in themeeting can hear each other at the same time and participation by such means shall constitutepresence in person at a meeting.
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     13. Committees. The Board of Directors, by vote of a majority of the Directors then inoffice, may elect from its number an Audit Committee or other committees and may delegate theretosome or all of its powers except those which by law, by the Articles of Organization, or by theseBy-laws may not be delegated. Except as the Board of Directors may otherwise determine, any suchcommittee may make rules for the conduct of its business, but unless otherwise provided by theBoard of Directors or in such rules, its business shall be conducted so far as possible in the samemanner as is provided by these By-laws for the Board of Directors. All members of such committeesshall hold such offices at the pleasure of the Board of Directors. The Board of Directors mayabolish any such committee at any time. Any committee to which the Board of Directors delegates anyof its powers or duties shall keep records of its meetings and shall report its action to the Boardof Directors. The Board of Directors shall have power to rescind any action of any committee, butno such rescission shall have retroactive effect.**ARTICLE III****Officers**     1. Enumeration. The officers of the Corporation shall consist of aPresident, a Treasurer, a Clerk, and such other officers, including one or more Vice Presidents,Assistant Treasurers or Assistant Clerks, as the Board of Directors may determine.     2. Election. The President, Treasurer and Clerk shall be elected annually by the Board ofDirectors at their first meeting following the annual meeting of stockholders. Other officers maybe chosen by the Board of Directors at such meeting or at any other meeting.     3. Qualification. No officer need be a stockholder or Director. Any two or more offices maybe held by any person. The Clerk shall be a resident of Massachusetts unless the Corporation has aresident agent appointed for the purpose of service of process. Any officer may be required by theBoard of Directors to give bond for the faithful performance of his duties in such amount and withsuch sureties as the Board of Directors may determine.     4. Tenure. Except as otherwise provided by law, by the Articles ofOrganization or by these By-laws, the President, Treasurer and Clerk shall hold office until thefirst meeting of the Board of Directors following the next annual meeting of stockholders and untiltheir respective successors are chosen and qualified; and all other officers shall hold officeuntil the first meeting of the Board of Directors following the next annual meeting of stockholdersand until their successors are chosen and qualified, or for such shorter term as the Board ofDirectors may fix at the time such officers are chosen. Any officer may resign by delivering hiswritten resignation to the Corporation atits principal office or to the President, Clerk or Treasurer, and such resignation shall beeffective upon receipt unless it is specified to be effective at some other time or upon thehappening of some other event.
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     5. Removal. The Board of Directors may remove any officer with or without cause by a vote ofa majority of the entire number of Directors then in office; provided, that an officer may beremoved for cause only after reasonable notice and opportunity to be heard by the Board ofDirectors.     6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the termby the Board of Directors.     7. President and Vice Presidents. The President shall be the chief executive officer of theCorporation and shall, subject to the direction of the Board of Directors, have general supervisionand control of its business. Unless otherwise provided by the Board of Directors the Presidentshall preside, when present, at all meetings of stockholders and of the Board of Directors.     Any Vice President shall have such powers and shall perform such duties as the Board ofDirectors or the President may from time to time designate.     8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of theBoard of Directors, have general charge of the financial affairs of the Corporation and shall causeto be kept accurate books of account. He shall have custody of all funds, securities, and valuabledocuments of the Corporation, except as the Board of Directors may otherwise provide.     Any Assistant Treasurer shall have such powers and perform such duties as the Board ofDirectors or the Treasurer may from time to time designate.     9. Clerk and Assistant Clerks. The Clerk shall keep a record of the meetings of stockholdersand a record of the meetings of the Board of Directors. In the absence of the Clerk from anymeeting of stockholders or meeting of the Board of Directors, an Assistant Clerk if one be elected,otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform theduties of the Clerk.     10. Other Powers and Duties. Subject to these By-laws, each officer of the Corporation shallhave in addition to the duties and powers specifically set forth in these By-laws, such duties andpowers as are customarily incident to his office, and such duties and powers as may be designatedfrom time to time by the Board of Directors.
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**ARTICLE IV****Capital Stock**     1. Certificates of Stock. The Board of Directors may provide by resolution that some or allof any or all classes and series of shares shall be uncertificated shares. Unless such a resolutionhas been adopted, each stockholder shall be entitled to a certificate of the capital stock of theCorporation in such form as may from time to time be prescribed by the Board of Directors. Suchcertificate shall be signed by the President or a Vice President and by the Treasurer or anAssistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transferagent, or by a registrar, other than a Director, officer or employee of the Corporation. In caseany officer who has signed or whose facsimile signature has been placed on such certificate shallhave ceased to be such officer before such certificate is issued, it may be issued by theCorporation with the same effect as if such person were such officer at the time of its issue.Every certificate for shares of stock which are subject to any restriction on transfer and everycertificate issued when the Corporation is authorized to issue more than one class or series ofstock shall contain such legend with respect thereto as is required by law.     2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred onthe books of the Corporation by the surrender to the Corporation or its transfer agent of thecertificate therefor properly endorsed or accompanied by a written assignment and power of attorneyproperly executed, with transfer stamps (if necessary) affixed, and with such proof of theauthenticity of signature as the Corporation or its transfer agent may reasonably require.     3. Record Holders. Except as may be otherwise required by law, by the Articles ofOrganization or by these By-laws, the Corporation shall be entitled to treat the record holder ofstock as shown on its books as the owner of such stock for all purposes, including the payment ofdividends and the right to vote with respect thereto, regardless of any transfer, pledge or otherdisposition of such stock, until the shares have been transferred on the books of the Corporationin accordance with the requirements of these By-laws.     It shall be the duty of each stockholder to notify the Corporation of such stockholder’s postoffice address.     4. Record Date. The Board of Directors may fix in advance a time of not more than sixty (60)days preceding the date of any meeting of stockholders, or the date for the payment of any dividendor the making of any distribution to stockholders, or the last day on which the consent or dissentof stockholders may be effectively expressed for any purpose, as the record date for determiningthe stockholders having the right to notice of and to vote at such meeting, and any adjournmentthereof, or the right to receive such dividend or distribution or the right to give such consent ordissent. In such case only stockholders of record on such record date shall have such right,notwithstanding any transfer of stock on the books of the Corporation after the record date.Without fixingsuch record date the Board of Directors may for any of such purposes close the transfer booksfor all or any part of such period.
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     If no record date is fixed and the transfer books are not closed, (a) the record date fordetermining stockholders having the right to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on which notice is given, and(b) the record date for determining stockholders for any other purpose shall be at the close ofbusiness on the day on which the Board of Directors acts with respect thereto.     5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of acertificate of stock, a duplicate certificate may be issued in place thereof, upon such terms asthe Board of Directors may prescribe.     6. Issuance of Capital Stock. The Board of Directors shall have the authority to issue orreserve for issue from time to time the whole or any part of the capital stock of the Corporationwhich may be authorized from time to time, to such persons or organizations, for suchconsideration, whether cash, property, services, expenses or a note or debt, and on such terms asthe Board of Directors may determine, including without limitation the granting of options,warrants, or conversion or other rights to subscribe to said capital stock. The Board of Directorsmay delegate some or all of its authority under this Section to one or more committees ofDirectors.**ARTICLE V****Indemnification**     1. Actions, Suits and Proceedings. The Corporation shall indemnify each person who was or isa party or is threatened to be made a party to any threatened, pending or completed action, suit,proceeding or investigation, whether civil, criminal, administrative or investigative, by reason ofthe fact that he or she is or was, or has agreed to become, a Director or officer of theCorporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as aDirector or officer of, or in a similar capacity with, another organization or in any capacity withrespect to any employee benefit plan of the Corporation or any subsidiary of the Corporation (allsuch persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged tohave been taken or omitted to be taken in such capacity, against all expenses (including reasonableattorneys’ fees and expenses), judgments and fines incurred by such Indemnitee or on behalf of suchIndemnitee in connection with such action, suit, proceeding or investigation, and any appealtherefrom, unless the Indemnitee shall be finally adjudicated in such action, suit, proceeding orinvestigation, not to have acted in good faith in the reasonable belief that his or her action wasin the best interests of the Corporation or, to the extent such matter relates to service withrespect to an employee benefit plan, in the best interests of the participants or beneficiaries ofsuch employee benefit plan. Notwithstanding anything to the contrary in this Article V, except asset forth in Section 7 of this Article V, the Corporation shall not indemnify an Indemniteeseeking indemnification in connection with an action, suit, proceeding or investigation (orpart thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Boardof Directors of the Corporation.
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     2. Employees and Agents. The Corporation may, at the discretion of the Board of Directors,indemnify employees and agents of the Corporation as if they were included in Section 1 of thisArticle V.     3. Settlements. The right to indemnification conferred in this Article V shall include theright to be paid by the Corporation for amounts paid in settlement of any such action, suit,proceeding or investigation and any appeal therefrom, and all expenses (including reasonableattorneys’ fees and expenses) incurred in connection with such settlement, pursuant to a consentdecree or otherwise, unless and to the extent it is determined pursuant to Section 6 of thisArticle V that the Indemnitee did not act in good faith in the reasonable belief that his or heraction was in the best interests of the Corporation or, to the extent such matter relates toservice with respect to an employee benefit plan, in the best interests of the participants orbeneficiaries of such employee benefit plan.     4. Notification and Defense of Claim. As a condition precedent to his or her right to beindemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of anyaction, suit, proceeding or investigation involving such Indemnitee or with respect to whichindemnity will or could be sought. With respect to any action, suit, proceeding or investigation ofwhich the Corporation is so notified, the Corporation will be entitled to participate therein atits own expense and/or to assume the defense thereof at its own expense, with legal counselreasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of itselection so to assume such defense, the Corporation shall not be liable to the Indemnitee for anylegal or other expenses subsequently incurred by the Indemnitee in connection with such claim,other than as provided below in this Section 4 of this Article V. The Indemnitee shall have theright to employ his or her own counsel in connection with such claim, but the fees and expenses ofsuch counsel incurred after notice from the Corporation of its assumption of the defense thereofshall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemniteehas been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonablyconcluded that there may be a conflict of interest or position on any significant issue between theCorporation and the Indemnitee in the conduct of the defense of such action or (iii) theCorporation shall not in fact have employed counsel to assume the defense of such action, in eachof which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of theCorporation, except as otherwise expressly provided by this Article V. The Corporation shall not beentitled, without the consent of the Indemnitee, to assume the defense of any claim brought by orin the right of the Corporation or as to which counsel for the Indemnitee shall have reasonablymade the conclusion provided for in clause (ii) above.
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     5. Advance of Expenses. Subject to the provisions of Section 6 of this Article V, in theevent that the Corporation does not assume the defense, or unless anduntil the Corporation assumes the defense, pursuant to Section 4 of this Article V of anyaction, suit, proceeding or investigation of which the Corporation receives notice under thisArticle V, any expenses (including reasonable attorneys’ fees and expenses) incurred by anIndemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appealtherefrom shall be paid by the Corporation in advance of the final disposition of such matter,provided, however, that the payment of such expenses incurred by an Indemnitee in advance of thefinal disposition of such matter shall be made only upon receipt of an undertaking by or on behalfof the Indemnitee to repay all amounts so advanced in the event that it shall ultimately bedetermined that the Indemnitee is not entitled to be indemnified by the Corporation as authorizedin this Article V. Such undertaking may be accepted without reference to the financial ability ofthe Indemnitee to make such repayment.     6. Procedure for Indemnification. In order to obtain indemnification or advancement ofexpenses pursuant to Sections 1, 3 or 5 of this Article V, the Indemnitee shall submit to theCorporation a written request, including in such request such documentation and information as isreasonably available to the Indemnitee and is reasonably necessary to determine whether and to whatextent the Indemnitee is entitled to indemnification or advancement of expenses. Any suchindemnification pursuant to Section 1 of this Article V shall be made promptly, and in any eventwithin 60 days after receipt by the Corporation of the written request of the Indemnitee, unless acourt of competent jurisdiction finally adjudicates that the Indemnitee did not meet the applicablestandard of conduct set forth in Section 1 of this Article V. Any such indemnification pursuant toSection 3 of this Article V or advancement of expenses pursuant to Section 5 of this Article Vshall be made promptly, and in any event within 60 days after receipt by the Corporation of thewritten request of the Indemnitee, unless the Corporation determines, by clear and convincingevidence, within such 60-day period that the Indemnitee did not meet the applicable standard ofconduct set forth in Sections 1 or 3 of this Article V, as the case may be. Such determination bythe Corporation shall be made in each instance by (a) a majority vote of a quorum of the Directorsof the Corporation, (b) a majority vote of a quorum of the outstanding shares of stock of allclasses entitled to vote for Directors, voting as a single class, which quorum shall consist ofstockholders who are not at that time parties to the action, suit, proceeding or investigation inquestion, or (c) independent legal counsel (who may be regular legal counsel to the Corporation).     7. Remedies. The right to indemnification or advances as granted by this Article V shall beenforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies suchrequest, in whole or in part, or if no disposition thereof is made within the 60-day periodreferred to above in Section 6 of this Article V. Unless otherwise provided by law, the Corporationshall have the burden of proving that the Indemnitee is not entitled to indemnification oradvancement of expenses under this Article V. Neither the failure of the Corporation to have made adetermination prior to the commencement of any such action by the Indemnitee that indemnificationis proper in the circumstances because the Indemnitee has met the applicable standard of conduct,nor an actual determination by the Corporation pursuant to Section 6 of this Article V that theIndemnitee has not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that the Indemnitee has not met the applicable standard ofconduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection withsuccessfully establishing his or her right to indemnification, in whole or in part, in any suchproceeding shall also be indemnified by the Corporation.
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     8. Subsequent Amendment. No amendment, termination or repeal of this Article V or of therelevant provisions of Chapter 156B of the General Laws of the Commonwealth of Massachusetts or anyother applicable laws shall affect or diminish in any way the rights of any Indemnitee toindemnification under the provisions hereof with respect to any action, suit, proceeding orinvestigation arising out of or relating to any actions, transactions or facts occurring prior tothe final adoption of such amendment, termination or repeal.     9. Other Rights. The indemnification and advancement of expenses provided by this Article Vshall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification oradvancement of expenses may be entitled under any law (common or statutory), agreement or vote ofstockholders or Directors or otherwise, both as to action in his or her official capacity and as toaction in any other capacity while holding office for the Corporation, and shall continue as to anIndemnitee who has ceased to be a Director or officer, and shall inure to the benefit of theestate, heirs, executors, personal representatives and administrators of the Indemnitee. Nothingcontained in this Article V shall be deemed to prohibit, and the Corporation is specificallyauthorized to enter into, agreements with officers and Directors providing indemnification rightsand procedures different from those set forth in this Article V. In addition, the Corporation may,to the extent authorized from time to time by its Board of Directors pursuant to Section 2 of thisArticle V or otherwise, grant indemnification rights to other employees or agents of theCorporation or other persons serving the Corporation and such rights may be equivalent to, orgreater or less than, those set forth in this Article V.     10. Partial Indemnification. If an Indemnitee is entitled under any provision of this ArticleV to indemnification by the Corporation for some or a portion of the expenses (including attorneys’fees and expenses), judgments, fines or amounts paid in settlement actually and reasonably incurredby such Indemnitee or on such Indemnitee’s behalf in connection with any action, suit, proceedingor investigation and any appeal therefrom but not, however, for the total amount thereof, theCorporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (includingreasonable attorneys’ fees and expenses), judgments, fines or amounts paid in settlement to whichsuch Indemnitee is entitled.     11. Insurance. The Corporation may purchase and maintain insurance, at its expense, toprotect itself and any Director, officer, employee or agent of the Corporation, any subsidiary,another organization or employee benefit plan against any expense, liability or loss incurred byhim or her in any such capacity, or arising out of his or her status as such, whether or not theCorporation would have the power to indemnify suchperson against such expense, liability or loss under Chapter 156B of the General Laws of theCommonwealth of Massachusetts.
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     12. Merger or Consolidation. If the Corporation is merged into or consolidated with anothercorporation and the Corporation is not the surviving corporation, the surviving Corporation shallassume the obligations of the Corporation under this Article V with respect to any action, suit,proceeding or investigation arising out of or relating to any actions, transactions or factsoccurring at or prior to the date of such merger or consolidation.     13. Savings Clause. If this Article V or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnifyeach Indemnitee as to any expenses(including reasonable attorneys’ fees), judgments, fines andamounts paid in settlement in connection with any action, suit, proceeding or investigation,whether civil, criminal or administrative, including an action by or in the right of theCorporation, to the fullest extent permitted by any applicable portion of this Article V that shallnot have been invalidated and to the fullest extent permitted by applicable law.     14. Subsequent Legislation. If the General Laws of the Commonwealth of Massachusetts areamended after adoption of this Article V to expand further the indemnification permitted toIndemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted bythe General Laws of the Commonwealth of Massachusetts, as so amended.**ARTICLE VI****Miscellaneous Provisions**     1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year ofthe Corporation shall be the twelve months ending December.     2. Seal. The Board of Directors shall have power to adopt and alter the seal of theCorporation.     3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and otherobligations to be entered into by the Corporation in the ordinary course of its business withoutDirector action, may be executed on behalf of the Corporation by the President or the Treasurer.     4. Voting of Securities. Unless otherwise provided by the Board of Directors, the Presidentor Treasurer may waive notice of and act on behalf of this Corporation, or appoint another personor persons to act as proxy or attorney in fact for this Corporation with or without discretionarypower and/or power of substitution, at anymeeting of stockholders or shareholders of any other Corporation or organization, any of whosesecurities are held by this Corporation.
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     5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legalprocess may be served in any action or proceeding against the Corporation. Said resident agentshall be either an individual who is a resident of and has a business address in Massachusetts, aCorporation organized under the laws of Massachusetts, or a Corporation organized under the laws ofany other state of the United States, which has qualified to do business in, and has an office in,Massachusetts.     6. Corporate Records. The original, or attested copies, of the Articles of Organization,By-laws and records of all meetings of the incorporators and stockholders, and the stock andtransfer records, which shall contain the names of all stockholders and the record address and theamount of stock held by each, shall be kept in Massachusetts at the principal office of theCorporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open atall reasonable times to the inspection of any stockholder for any proper purpose, but not to securea list of stockholders for the purpose of selling said list or copies thereof or of using the samefor a purpose other than in the interest of the applicant, as a stockholder, relative to theaffairs of the Corporation.     7. Articles of Organization. All references in these By-laws to the Articles of Organizationshall be deemed to refer to the Articles of Organization of the Corporation, as amended and ineffect from time to time.     8. Amendments. The power to make, amend or repeal By-laws shall be in the stockholders;provided, however, that the Directors may make, amend or repeal the By-laws (other than theprovisions of Article V or of this Section 8 of Article VI) in whole or in part, except withrespect to any provisions thereof which by law, the Articles of Organization or these By-lawsrequires action by the stockholders. Not later than the time of giving notice of the meeting ofstockholders next following the making, amending or repealing by the Directors of any By-law,notice thereof stating the substance of such change shall be given to all stockholders entitled tovote on amending the By-laws. Any amendment or repeal of these By-laws by the Directors and anyBy-law adopted by the Directors may be amended or repealed by the stockholders.Adopted August 10, 2010 and effective as of August 10, 2010.
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