**Exhibit3.2**

 

AMENDED AND RESTATED BYLAWS

 

of

 

AMERICAN SCIENCE AND ENGINEERING, INC.

 

 

# SECTION 1.  ARTICLES OF ORGANIZATION

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The name and purposes of the corporation shall be as set forth in thearticles of organization. These bylaws, the powers of the corporation and ofits directors and stockholders, or of any class of stockholders if there shallbe more than one class of stock, and all matters concerning the conduct andregulation of the business and affairs of the corporation shall be subject tosuch provisions in regard thereto, if any, as are set forth in the articles oforganization as from time to time in effect.

 

# SECTION 2.  STOCKHOLDERS

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## 2.1.  ANNUAL MEETING.  The annual meeting of stockholders of the corporation for theelection of directors and the transaction of such other business as mayproperly come before the meeting shall be held on such date and at such time asshall be determined by the board of directors each year, which date and timemay subsequently be changed at any time, including the year any suchdetermination occurs.

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## 2.2.  SPECIAL MEETINGS.  Except as may be provided in the articles of organization withrespect to the ability of holders of preferred stock to call a special meetingin certain circumstances, special meetings of the stockholders may be called bythe president at the direction of the chairman of the board or by a majority ofthe directors, and shall be called by the clerk, or in case of the death,absence, incapacity or refusal of the clerk, by any other officer, upon thewritten application of stockholders who hold eighty-five percent (85%) (or suchlesser percentage as may be required by law) in interest of the capital stockof the corporation entitled to be voted at the proposed meeting.  Such request shall state the purpose orpurposes of the proposed meeting and may designate the place, date and hour ofsuch meeting; provided, however, that no such request shall designate a datenot a full business day or an hour not within normal business hours as the dateor hour of such meeting.  In the case ofany special meeting of the stockholders called upon written application ofstockholders, such meeting shall be called not less than sixty (60) nor morethan ninety (90) days after such application is received by the corporation.

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As used in these bylaws, the expression “business day” means a dayother than a day which, at a particular place, is a public holiday or a dayother than a day on which banking institutions at such place are allowed orrequired, by law or otherwise, to remain closed.

 

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## 2.3.  PLACE OF MEETING; ADJOURNMENT.  Meetings of the stockholders may be held atthe principal office of the corporation in the Commonwealth of Massachusetts,or at such places within or without the Commonwealth of Massachusetts as may bespecified in the notice of any such meetings; provided, that, when any meetingis convened, the chairman of the board or other presiding officer may adjournthe meeting for a period of time not to exceed 30 days if (a) no quorum ispresent for the transaction of business or (b) the chairman of the board orother presiding officer determines that adjournment is necessary or appropriateto enable the stockholders (i) to consider fully information which such officerdetermines has not been made sufficiently or timely available to stockholdersor (ii) otherwise to exercise effectively their voting rights. The chairman ofthe board or other presiding officer in such event shall announce theadjournment and date, time and place of reconvening and shall cause noticethereof to be posted at the place of meeting designated in the notice which wassent to the stockholders, and if such date is more than 10 days after theoriginal date of the meeting, the clerk shall give notice thereof in the mannerprovided in Section 2.4.

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## 2.4.  NOTICE OF MEETINGS.  A written or electronic notice of eachmeeting of stockholders, stating the place, date and hour and the purposes ofthe meeting, shall be given at least seven days before the meeting to eachstockholder entitled to vote thereat and to each stockholder who, by law, bythe articles of organization or by these bylaws, is entitled to notice, byleaving such notice with such stockholder or at such stockholder’s residence orusual place of business, by mailing it, postage prepaid, addressed to suchstockholder at such stockholder’s address as it appears in the records of thecorporation or by sending such notice electronically to such stockholder’se-mail address as it appears in the records of the corporation.  Such notice shall be given by the clerk oran assistant clerk or by an officer designated by the directors. Whenevernotice of a meeting is required to be given to a stockholder under anyprovision of the Business Corporation Law of the Commonwealth of Massachusetts orof the articles of organization or these bylaws, a written waiver thereof,executed before or after the meeting by such stockholder or such stockholder’sattorney thereunto authorized and filed with the records of the meeting, shallbe deemed equivalent to such notice.

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No business may be transacted at a meeting of stockholders except that(a) specified in the notice thereof, or in a supplemental notice given also incompliance with the provisions hereof, (b) brought before the meeting by or atthe direction of the board of directors or the presiding officer, or (c)properly brought before the meeting by or on behalf of any stockholder whoshall have been a stockholder of record at the time of giving of noticeprovided for in this Section 2.4 and who shall continue to be entitled tovote thereat and who complies with the notice procedures set forth in thisSection 2.4 or, with respect to the election of directors,Section 3.2 of these bylaws. In addition to any other applicablerequirements, for business to be properly brought before a meeting by astockholder (other than a stockholder proposal included in the corporation’sproxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of1934, as amended (the “Exchange Act”)), the stockholder must have given timelynotice thereof in writing to the clerk of the corporation. In order to betimely given, a stockholder’s notice must be delivered to or mailed andreceived at the principal executive offices of the corporation (a) not lessthan 95 nor more than 125 days prior to the anniversary date of the immediatelypreceding annual meeting of stockholders of the corporation or (b) in the caseof a special meeting or if the annual meeting is called for a date (includingany change in a date determined by the board pursuant to Section 2.1) notwithin 30 days before or after such anniversary date, not later than

 

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the close of business on the 10th day following the day on which noticeof the date of such meeting was mailed or public disclosure of the date of suchmeeting was made, whichever first occurs. Such stockholder’s notice to theclerk shall set forth as to each matter the stockholder proposes to bringbefore the meeting (a) a brief description of the business desired to bebrought before the meeting and the reasons for conducting such business at themeeting, (b) the name and record address of the stockholder proposing suchbusiness, (c) the class and number of shares of capital stock of the corporationheld of record, owned beneficially and represented by proxy by such stockholderas of the record date for the meeting (if such date shall then have been madepublicly available) and as of the date of such notice by the stockholder, (d)any material interest of the stockholder in such matter and (e) all otherinformation which would be required to be included in a proxy statement orother filings required to be filed with the Securities and Exchange Commissionif, with respect to any such item of business, such stockholder were aparticipant in a solicitation subject to Regulation 14A under the Exchange Act(the “Proxy Rules”).

 

Notwithstanding anything in these bylaws to the contrary, no businessshall be conducted at any meeting of stockholders except in accordance with theprocedures set forth in this Section 2.4; PROVIDED, HOWEVER, that nothingin this Section 2.4 shall be deemed to preclude discussion by anystockholder of any business properly brought before such meeting.

 

The chairman of the board or other presiding officer of the meetingmay, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting in accordance with the foregoingprocedures, and if such officer should so determine, such officer shall sodeclare to the meeting and that business shall be disregarded.

 

## 2.5.  QUORUM OF STOCKHOLDERS.  At any meeting of stockholders, a quorumshall consist of a majority in interest of all stock issued and outstanding andentitled to vote at the meeting, except when a larger quorum is required bylaw, by the articles of organization or by these bylaws. Stock owned directlyor indirectly by the corporation, if any, shall not be deemed outstanding forthis purpose. Any meeting may be adjourned from time to time by a majority ofthe votes properly cast upon the question, whether or not a quorum is present,and the meeting may be held as adjourned without further notice.

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## 2.6.  ACTION BY VOTE.  When a quorum is present at any meeting of stockholders, aplurality of the votes properly cast for election to any office shall elect tosuch office, and a majority of the votes properly cast upon any question otherthan an election to an office shall decide the question, except when a largervote is required by law, by the articles of organization or by these bylaws. Noballot shall be required for any election unless requested by a stockholderpresent or represented at the meeting and entitled to vote in the election.

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## 2.7.  VOTING. Stockholders entitled to vote shall have one vote for each share ofstock entitled to vote held by them of record according to the records of thecorporation, unless otherwise provided by the articles of organization. Thecorporation shall not, directly or indirectly, vote any share of its own stock.

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## 2.8.  ACTION BY WRITING.  Any action required or permitted to be taken at any meeting ofstockholders may be taken without a meeting if all stockholders entitled tovote on the matter consent to the action in writing and the written consentsare filed with the records of the meetings of stockholders. Such consents shallbe treated for all purposes as a vote at a meeting.

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## 2.9.  PROXIES. To the extent permitted by law, stockholders entitled to vote may voteeither in person or by proxy (which proxy may be authorized in writing, bytelephone or by electronic means). No proxy dated more than six months beforethe meeting named therein shall be valid. Unless otherwise specifically limitedby their terms, such proxies shall entitle the holders thereof to vote at anyadjournment of such meeting but shall not be valid after the final adjournmentof such meeting.

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# SECTION 3.  BOARD OF DIRECTORS

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## 3.1.  NUMBER; CHAIRMAN.  The number of directors shall be fixed at any time or from timeto time only by the affirmative vote of a majority of the directors then inoffice, but shall be not less than three, except that whenever there shall beonly two stockholders the number of directors shall be not less than two andwhenever there shall be only one stockholder there shall be at least onedirector; no decrease in the number of directors shall shorten the term of anyincumbent director. No director need be a stockholder of the corporation.  The directors may appoint a chairman of theboard who, unless otherwise determined by the directors, shall, when present,preside at all meetings of the directors and shall have such other powers andduties as customarily belong to the office of chairman of the board or as maybe designated from time to time by the directors.

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## 3.2.  NOMINATIONS FOR DIRECTOR.  Only persons who are nominated in accordancewith the following procedures shall be eligible for election as directors,except as may be provided in the articles of organization with respect tonominations by holders of preferred stock in certain circumstances. Nominationsof persons for election to the board of directors at the annual meeting ofstockholders may be made at such annual meeting (a) by or at the direction ofthe board of directors by any nominating committee or person appointed by theboard or (b) by any stockholder of record at the time of giving of noticeprovided for in this Section 3.2 and who shall continue to be entitled tovote thereat and who complies with the notice procedures set forth in thisSection 3.2. Nominations by stockholders shall be made only after givingtimely notice in writing to the clerk of the corporation. In order to be timelygiven, a stockholder’s notice shall be delivered to or mailed and received atthe principal executive offices of the corporation (a) not less than 95 normore than 125 days prior to the anniversary date of the immediately precedingannual meeting of stockholders of the corporation or (b) if the annual meetingis called for a date (including any change in a date determined by the boardpursuant to Section 2.1) not within 30 days before or after suchanniversary date, not later than the close of business on the 10th dayfollowing the day on which notice of the date of the meeting was mailed orpublic disclosure of the date of the meeting was made, whichever first occurs.Such stockholder’s notice to the clerk shall set forth (a) as to each personwhom the stockholder proposes to nominate for election or reelection as adirector, (i) the name, age, business address and residence address of theperson, (ii) the principal occupation or employment of the person, (iii) theclass and number of shares of capital stock of the corporation, if any, whichare

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## beneficially owned by theperson, (iv) any other information regarding the nominee as would be requiredto be included in a proxy statement or other filings required to be filedpursuant to the Proxy Rules, and (v) the consent of each nominee to serve as adirector of the corporation if so elected; and (b) as to the stockholder givingthe notice, (i) the name and record address of the stockholder, (ii) the classand number of shares of capital stock of the corporation which are beneficiallyowned by the stockholder as of the record date for the meeting (if such dateshall then have been made publicly available) and as of the date of suchnotice, (iii) a representation that the stockholder intends to appear in personor by proxy at the meeting to nominate the person or persons specified in thenotice, (iv) a representation that the stockholder (and any party on whosebehalf such stockholder is acting) is qualified at the time of giving suchnotice to have such individual serve as the nominee of such stockholder (andany party on whose behalf such stockholder is acting) if such individual iselected, accompanied by copies of any notifications or filings with, or ordersor other actions by, and governmental authority which are required in order forsuch stockholder (and any party on whose behalf such stockholder is acting) tobe so qualified, (v) a description of all arrangements or understandingsbetween such stockholder and each nominee and any other person or persons (namingsuch person or persons) pursuant to which the nomination or nominations are tobe made by such stockholder, and (vi) such other information regarding suchstockholder as would be required to be included in a proxy statement or otherfilings required to be filed pursuant to the Proxy Rules. The corporation mayrequire any proposed nominee to furnish such other information as mayreasonably be required by the corporation to determine the eligibility of suchproposed nominee to serve as director. No person shall be eligible for electionas a director unless nominated in accordance with the provisions set forthherein.

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The chairman of the board or other presiding officer of the meetingmay, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the foregoing procedures, and ifsuch officer should so determine, such officer shall so declare to the meetingand the defective nomination shall be disregarded.

 

## 3.3.  POWERS. Except as reserved to the stockholders by law, by the articles oforganization or by these bylaws, the business of the corporation shall bemanaged by the directors who shall have and may exercise all the powers of thecorporation. In particular, and without limiting the generality of theforegoing, the directors may at any time issue all or from time to time anypart of the unissued capital stock of the corporation from time to timeauthorized under the articles of organization and may determine, subject to anyrequirements of law, the consideration for which stock is to be issued and themanner of allocating such consideration between capital and surplus.

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## 3.4.  RESIGNATION AND REMOVAL.  Any director may resign at any time bydelivering a resignation in writing to the president, the treasurer or theclerk or to a meeting of the directors. Such resignation shall be effectiveupon receipt unless specified to be effective at some other time. Any directoror directors or the entire board of directors may be removed from office (a)only for Cause (as defined in Section 50A of the Business Corporation Lawof the Commonwealth of Massachusetts) by the affirmative vote of a majority ofthe shares entitled to vote at an election of directors and (b) only afterreasonable notice and an opportunity to be heard by the stockholders. Nodirector resigning, and (except where a right to receive compensation shall beexpressly provided in a duly authorized written agreement with the

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## corporation) no directorremoved, shall have the right to any compensation as such director for anyperiod following such director’s removal, or any right to damages on account ofsuch removal, whether such director’s compensation be by the month or by theyear or otherwise, unless in the case of a resignation, the directors, or incase of a removal, the stockholders, shall in their discretion provide forcompensation.

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## 3.5.  VACANCIES. Vacancies and newly created directorships, whether resulting from anincrease in the size of the board of directors, the death, resignation,disqualification or removal of a director or otherwise, shall be filled solelyby the affirmative vote of a majority of the remaining directors then inoffice, even though less than a quorum of the board of directors. Any directorelected in accordance with this Section 3.5 shall hold office for theremainder of the full term of the class, if any, of directors in which thevacancy occurred or the new directorship was created or otherwise until thenext annual meeting of stockholders and, in any case, until such director’ssuccessor shall have been elected and qualified.

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## 3.6.  COMMITTEES. The directors may elect from their number an executive committee andother committees and delegate to any such committee or committees some or allof the power of the directors except those which by law, by the articles oforganization or by these bylaws they are prohibited from delegating. Except asthe directors may otherwise determine, any such committee may make rules for theconduct of its business, but unless otherwise provided by the directors or suchrules, its business shall be conducted as nearly as may be in the same manneras is provided by these bylaws for the conduct of business by the directors.

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## 3.7.  REGULAR MEETINGS.  Regular meetings of the directors may be held without call ornotice at such places and at such times as the directors may from time to timedetermine, provided that reasonable notice of the first regular meetingfollowing any such determination shall be given to absent directors. A regularmeeting of the directors may be held without call or notice immediately afterand at the same place as the annual meeting of the stockholders.

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## 3.8.  SPECIAL MEETINGS.  Special meetings of the directors may be held at any time and atany place designated in the call of the meeting, when called by the presidentor the treasurer or by two or more directors, reasonable notice thereof beinggiven to each director by the secretary or an assistant secretary, or, if therebe none, by the clerk or an assistant clerk, or by the officer or one of thedirectors calling the meeting.

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## 3.9.  NOTICE. It shall be sufficient notice to a director to send notice by mail orexpress overnight courier at least forty-eight hours or by facsimile at leasttwenty-four hours before the meeting addressed to a director at such director’susual or last known business or residence address or to give notice to adirector in person or by telephone at least twenty-four hours before themeeting. Notice of a meeting need not be given to any director if a writtenwaiver of notice, executed by such director before or after the meeting, isfiled with the records of the meeting, or to any director who attends themeeting without protesting prior thereto or at its commencement the lack ofnotice to such director. Neither notice of a meeting nor a waiver of a noticeneed specify the purposes of the meeting.

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## 3.10.  QUORUM. At any meeting of the directors a majority of the directors then inoffice shall constitute a quorum. Any meeting may be adjourned from time totime by a majority of the votes cast upon the question, whether or not a quorumis present, and the meeting may be held as adjourned without further notice.

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## 3.11.  ACTION BY VOTE.  When a quorum is present at any meeting, a majority of thedirectors present may take any action, except when a larger vote is required bylaw, by the articles of organization or by these bylaws.

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## 3.12.  ACTION BY WRITING.  Unless the articles of organization otherwise provide, any actionrequired or permitted to be taken at any meeting of the directors may be takenwithout a meeting if all the directors consent to the action in writing and thewritten consents are filed with the records of the meetings of the directors.Such consents shall be treated for all purposes as a vote taken at a meeting.

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## 3.13.  PRESENCE THROUGH COMMUNICATIONSEQUIPMENT.  Unless otherwise provided bylaw or by the articles of organization, members of the board of directors mayparticipate in a meeting of such board by means of a conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other at the same time and participation by suchmeans shall constitute presence in person at a meeting.

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# SECTION 4.  OFFICERS AND AGENTS

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## 4.1.  ENUMERATION; QUALIFICATION.  The officers to the corporation shall be apresident, a treasurer, a clerk, and such other officers, if any, as the directorsfrom time to time may in their discretion elect or appoint.  The corporation may also have such agents,if any, as the directors from time to time may in their discretion appoint. Anyofficer may be but none need be a director or stockholder of the corporation.The clerk shall be a resident of The Commonwealth of Massachusetts unless thecorporation has a resident agent appointed for the purpose of service ofprocess. Any two or more offices may be held by the same person. Any officermay be required by the directors to give bond for the faithful performance ofsuch officer’s duties to the corporation in such amount and with such suretiesas the directors may determine.

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## 4.2.  POWERS. Subject to law, to the articles of organization and to these bylaws, eachofficer shall have, in addition to the duties and powers herein set forth, suchduties and powers as are commonly incident to such individual’s office and suchduties and powers as the directors may from time to time designate.

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## 4.3.  ELECTION. The president, the treasurer and the clerk shall be elected annually bythe directors at their first meeting following the annual meeting of thestockholders. Other officers, if any, may be elected or appointed by the boardof directors at said meeting or at any other time.

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## 4.4.  TENURE. Except as otherwise provided by law, by the articles of organization orby these bylaws, the president, the treasurer and the clerk shall hold officeuntil the first meeting of the board of directors following the next annual meetingof the stockholders and until their

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## respective successors arechosen and qualified or until such officer dies, resigns, is removed (whetheror not such individual remains in a different capacity within the corporation(either as an officer or employee)) or becomes disqualified, and each otherofficer shall hold office until such officer dies, resigns, is removed orbecomes disqualified unless a shorter period shall have been specified by theterms of such officer’s election or appointment. Each agent shall retainauthority as an agent at the pleasure of the directors.

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## 4.5.  RESIGNATION AND REMOVAL.  Any officer may resign at any time bydelivering a resignation in writing to the president, the treasurer or theclerk or to a meeting of the directors. Such resignation shall be effectiveupon receipt unless specified to be effective at some other time. The directorsmay remove (whether or not such individual remains in a different capacitywithin the corporation (either as an officer or employee)) any officer electedby them with or without cause by the vote of the majority of the directors thenin office. An officer may be removed for cause only after reasonable notice andan opportunity to be heard before the directors. No officer resigning, and(except where a right to receive compensation shall be expressly provided in aduly authorized written agreement with the corporation) no officer removed,shall have the right to any compensation as such officer for any periodfollowing such removal, or any right to damages on account of such removal,whether such officer’s compensation be by the month or by the year orotherwise, unless the directors in their discretion provide for compensation.

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## 4.6.  VACANCIES. If the office of any officer becomes vacant, the directors may elect orappoint a successor by vote of a majority of the directors present. Each suchsuccessor shall hold office for the unexpired term, and in the case of thepresident, the treasurer and the clerk, until such individual’s successor ischosen and qualified, or in each case until the successor sooner dies, resigns,is removed (whether or not such individual remains in a different capacitywithin the corporation (either as an officer or an employee)) or becomesdisqualified.

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## 4.7.  CHIEF EXECUTIVE OFFICER.  The chief executive officer of thecorporation shall be the president or such other officer as is designated bythe directors and shall, subject to the control of the directors, have generalcharge and supervision of the business of the corporation and, except as thedirectors shall otherwise determine, preside at all meetings of thestockholders and of the directors. If no such designation is made, thepresident shall be the chief executive officer.

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## 4.8.  PRESIDENT AND VICE PRESIDENT.  The president shall have the duties andpowers specified in these bylaws and shall have such other duties and powers asmay be determined by the directors.

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Any vice presidents shall have such duties and powers as shall bedesignated from time to time by the directors.

 

## 4.9.  TREASURER AND ASSISTANT TREASURERS.  Except as the directors shall otherwisedetermine, the treasurer shall be the chief financial and accounting officer ofthe corporation and shall be in charge of its funds and valuable papers, booksof account and accounting records, and shall have such other duties and powersas may be designated from time to time by the directors.

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Any assistant treasurers shall have such duties and powers as shall bedesignated from time to time by the directors.

 

## 4.10.  CLERK AND ASSISTANT CLERKS.  The clerk shall record all proceedings ofthe stockholders in a book or series of books to be kept therefor, which bookor books shall be kept at the principal office of the corporation or at theoffice of its transfer agent or of its clerk and shall be open at allreasonable times to the inspection of any stockholder. In the absence of theclerk from any meeting of stockholders, an assistant clerk, or if there be noneor such assistant clerk is absent, a temporary clerk or temporary secretarychosen at the meeting, shall record the proceedings thereof in the aforesaidbook. Unless a transfer agent has been appointed, the clerk shall keep or causeto be kept the stock and transfer records of the corporation, which shallcontain the names and record addresses of all stockholders and the amount ofstock held by each. The clerk shall keep a true record of the proceedings of allmeetings of the directors and in the clerk’s absence from any such meeting anassistant clerk, or if there be none or such assistant clerk is absent, atemporary clerk or temporary secretary chosen at the meeting, shall record theproceedings thereof.

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Any assistant clerks shall have such other duties and powers as shallbe designated from time to time by the directors.

 

## 4.11.  SECRETARY AND ASSISTANT SECRETARIES.  If a secretary or assistant secretary iselected, such individual shall have the authority to keep a true record of theproceedings of the directors and stockholders, and shall have such other dutiesand powers as shall be designated from time to time by the directors.

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# SECTION 5.  CAPITAL STOCK

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## 5.1.  NUMBER AND PAR VALUE.  The total number of shares and the parvalue, if any, of each class of stock which the corporation is authorized toissue shall be as stated in the articles of organization.

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## 5.2.  STOCK CERTIFICATES.  Each stockholder shall be entitled to acertificate stating the number and the class and the designation of the series,if any, of the shares held by such stockholder, in such form as shall, inconformity to law, be prescribed from time to time by the directors. Suchcertificate shall be signed by the president or a vice president and by thetreasurer or an assistant treasurer. Such signatures may be facsimiles if thecertificate is signed by a transfer agent, or by a registrar, other than adirector, officer or employee of the corporation. In case any officer who hassigned or whose facsimile signature has been placed on such certificate shallhave ceased to be such officer before such certificate is issued, it may beissued by the corporation with the same effect as if such individual were suchofficer at the time of its issue.

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## 5.3.  LOSS OF CERTIFICATES. In the case of thealleged loss or destruction or the mutilation of a certificate of stock, aduplicate certificate may be issued in place thereof, upon such conditions asthe directors may prescribe.

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# SECTION 6.  TRANSFER OF SHARES OF STOCK

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## 6.1.  TRANSFER ON BOOKS. Subject to therestrictions, if any, stated or noted on the stock certificates, shares ofstock may be transferred on the books of the corporation by the surrender tothe corporation or its transfer agent of the certificate therefor properlyendorsed or accompanied by a written assignment and power of attorney properlyexecuted, with necessary transfer stamps affixed, and with such proof of theauthenticity of signature as the directors or the transfer agent of thecorporation may reasonably require. Except as may otherwise be required by law,by the articles of organization or by these bylaws, the corporation shall beentitled to treat the record holder of stock as shown on its books as the ownerof such stock for all purposes, including the payment of dividends and theright to receive notice and to vote with respect thereto, regardless of anytransfer, pledge or other disposition of such stock until the shares have beentransferred on the books of the corporation in accordance with the requirementsof these bylaws. It shall be the duty of each stockholder to notify thecorporation of such stockholder’s address.

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## 6.2.  RECORD DATE AND CLOSING TRANSFER BOOKS.  The directors may fix in advance a time,which shall not be more than sixty days before the date of any meeting ofstockholders or the date for the payment of any dividend or making of anydistribution to stockholders or the last day on which the consent or dissent ofstockholders may be effectively expressed for any purpose, as the record datefor determining the stockholders having the right to notice of and to vote atsuch meeting and any adjournment thereof or the right to receive such dividendor distribution or the right to give such consent or dissent, and in such caseonly stockholders of record on such record date shall have such right,notwithstanding any transfer of stock on the books of the corporation after therecord date; or without fixing such record date the directors may for any ofsuch purposes close the transfer books for all or any part of such period. Ifno record date is fixed and the transfer books are not closed:

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(1)  The record date fordetermining stockholders having the right to notice of and to vote at a meetingof stockholders shall be at the close of business on the date next precedingthe date on which notice is given; and

 

(2)  The record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the board of directors acts with respect thereto.

 

# SECTION 7.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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Any person serving or who has served as a director or officer of thecorporation, or at its request as a director, trustee or officer of anycorporation, association, trust or firm in which the corporation is interestedor of which it shall be a creditor, shall be indemnified by the corporation tothe extent provided herein against expenses actually incurred by him inconnection with any civil action, suite or proceeding to which such person maybe made a party, or with which such personal shall be threatened, by reason ofany alleged act or failure to act in his present or former capacity as adirector or officer of the corporation or as a director, trustee or officer ofsuch affiliated corporation, association, trust or firm.  For this purpose, the term “expenses” shallinclude the amount of any judgment, decree, or settlement for which he may havebecome liable and all expenses incurred by him including reasonable attorney’sfees, in connection with the

 

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defense or reasonable settlement of such action, suit or proceeding orany appeal therein.  No such personshall have the right to indemnification, however, in relation to any matter asto which such person shall have been finally adjudged in any legal proceedingnot to have acted in good faith in the reasonable belief that his action was inthe best interests of the corporation. In the event of any settlement of any action, suit or proceeding theright to such indemnification shall be limited to matters as to which thecorporation is advised by independent counsel (who may be regular counsel forthe corporation) that such settlement is reasonable and that such person hasacted in good faith in the reasonable belief that his action was in the bestinterests of the corporation.  The rightof indemnification contained in this Article shall not be deemedexclusive, shall be in addition to any other right which such person may haveor obtain, and shall accrue to the estate of such person.

 

# SECTION 8.  CORPORATE SEAL

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The seal of the corporation shall, subject to alteration by thedirectors, consist of a flat-faced circular die with the word “Massachusetts”,together with the name of the corporation and the year of its organization, cutor engraved thereon.

 

# SECTION 9.  EXECUTION OF PAPERS

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Except as the directors may generally or in particular cases authorizethe execution thereof in some other manner, all deeds, leases, transfers,contracts, bonds, notes, checks, drafts and other obligations made, accepted orendorsed by the corporation shall be signed by the president or by one of thevice presidents or by the treasurer.

 

# SECTION 10.  FISCAL YEAR

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The fiscal year of the corporation shall end on March 31.

 

# SECTION 11.  AMENDMENTS

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These bylaws may also be altered, amended or repealed by a vote of amajority of the members of the board of directors then in office, except thatthe directors shall not take any action which provides for indemnification ofdirectors nor any action to amend this Section 11, and except that thedirectors shall not take any action unless permitted by law.  Any bylaw so altered, amended or repealed bythe directors may be further altered as amended or reinstated by thestockholders in the manner described hereinabove.

 

# SECTION 12.  MASSACHUSETTS CONTROL SHARE ACQUISITIONS ACT

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The provisions of Chapter 110D shall not apply to control shareacquisitions of the corporation.

 

# SECTION 13.  MASSACHUSETTS BUSINESS COMBINATION ACT

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The provisions of Chapter 110F of the Massachusetts General Laws shallnot apply to “business combinations” (as defined therein) involving thecorporation.

 

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