**Exhibit3.2**

AMENDED AND RESTATED

BY-LAWS

of

FRIENDLY ICE CREAM CORPORATION

AMENDED AS OF OCTOBER 22, 2003

 

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TABLEOF CONTENTS
|                                                      | ** ** | ** **                                 | ** ** | **Page** |
|------------------------------------------------------|------------|--------------------------------------------|------------|----------|
| SECTION 1     OFFICES       |       | 1                                          |
| Section 1.1                                          |       | Registered Office                          |       | 1        |
| Section 1.2                                          |       | Other Offices                              |       | 1        |
| SECTION  2     STOCKHOLDERS |       | 1                                          |
| Section 2.1                                          |       | Time and Place of Meetings                 |       | 1        |
| Section 2.2                                          |       | Annual Meetings                            |       | 1        |
| Section 2.3                                          |       | Special Meetings                           |       | 1        |
| Section 2.4                                          |       | Notice of Meetings                         |       | 1        |
| Section 2.5                                          |       | Waiver of Notice                           |       | 2        |
| Section 2.6                                          |       | Fixing of Record Date                      |       | 2        |
| Section 2.7                                          |       | Stockholders’ List of Meeting         |       | 2        |
| Section 2.8                                          |       | Quorum; Adjournment                        |       | 2        |
| Section 2.9                                          |       | Voting Requirements                        |       | 3        |
| Section 2.10                                         |       | Proxies                                    |       | 3        |
| Section 2.11                                         |       | Notice of Stockholder Business             |       | 4        |
| Section 2.12                                         |       | Conduct of Meetings                        |       | 4        |
| Section 2.13                                         |       | Inspectors of Election                     |       | 5        |
| Section 2.14                                         |       | Informal Action by  Stockholders           |       | 5        |
| SECTION  3     DIRECTORS    |       | 5                                          |
| Section 3.1                                          |       | General Powers                             |       | 5        |
| Section 3.2                                          |       | Number, Qualification, Tenure  and Removal |       | 6        |
| Section 3.3                                          |       | Vacancies; Resignations                    |       | 6        |
| Section 3.4                                          |       | Place of Meetings                          |       | 6        |
| Section 3.5                                          |       | Regular Meetings                           |       | 6        |
| Section 3.6                                          |       | Special Meetings                           |       | 6        |
| Section 3.7                                          |       | Notice                                     |       | 6        |
| Section 3.8                                          |       | Waiver of Notice                           |       | 7        |
| Section 3.9                                          |       | Quorum                                     |       | 7        |
| Section 3.10                                         |       | Manner of Acting                           |       | 7        |
| Section 3.11                                         |       | Committees                                 |       | 7        |
| Section 3.12                                         |       | Organization                               |       | 7        |
| Section 3.13                                         |       | Action without Meeting                     |       | 7        |
| Section 3.14                                         |       | Attendance by Telephone                    |       | 7        |
| Section 3.15                                         |       | Compensation                               |       | 8        |
| Section 3.16                                         |       | Presumption of Assent                      |       | 8        |
| Section 3.17                                         |       | Notification of Nominations                |       | 8        |
| SECTION  4     OFFICERS     |       | 9                                          |
| Section 4.1                                          |       | Enumeration                                |       | 9        |
| Section 4.2                                          |       | Salaries                                   |       | 9        |
| Section 4.3                                          |       | Term of Office                             |       | 9        |

 

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| Section 4.4                                                                                  |   | Chairman                                                                     |   | 9  |
|----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------|--------|----|
| Section 4.5                                                                                  |   | Chief Executive Officer                                                      |   | 9  |
| Section 4.5                                                                                  |   | President                                                                    |   | 10 |
| Section 4.6                                                                                  |   | Vice President                                                               |   | 10 |
| Section 4.7                                                                                  |   | Clerk                                                                        |   | 10 |
| Section 4.8                                                                                  |   | Assistant Clerk                                                              |   | 10 |
| Section 4.9                                                                                  |   | Treasurer                                                                    |   | 10 |
| Section 4.10                                                                                 |   | Assistant Treasurer                                                          |   | 10 |
| Section 4.11                                                                                 |   | Other Duties                                                                 |   | 11 |
| SECTION  5     CERTIFICATES OF STOCK AND OTHER STOCKHOLDER  MATTERS |   | 11                                                                           |
| Section 5.1                                                                                  |   | Form                                                                         |   | 11 |
| Section 5.2                                                                                  |   | Replacement                                                                  |   | 11 |
| Section 5.3                                                                                  |   | Transfer                                                                     |   | 11 |
| Section 5.4                                                                                  |   | Stock Ledger Determinative of  Dividend Distributions and Voting Entitlement |   | 11 |
| SECTION  6     INDEMNIFICATION                                      |   | 12                                                                           |
| Section 6.1                                                                                  |   | Right to Indemnification                                                     |   | 12 |
| Section 6.2                                                                                  |   | Settlements                                                                  |   | 12 |
| Section 6.3                                                                                  |   | Notification and Defense of  Proceedings                                     |   | 12 |
| Section 6.4                                                                                  |   | Advance of Expenses                                                          |   | 13 |
| Section 6.5                                                                                  |   | Certain Presumptions and  Determinations                                     |   | 13 |
| Section 6.6                                                                                  |   | Remedies                                                                     |   | 14 |
| Section 6.7                                                                                  |   | Contract Right; Subsequent  Amendment                                        |   | 14 |
| Section 6.8                                                                                  |   | Other Rights                                                                 |   | 14 |
| Section 6.9                                                                                  |   | Partial Indemnification                                                      |   | 15 |
| Section 6.10                                                                                 |   | Insurance                                                                    |   | 15 |
| Section 6.11                                                                                 |   | Merger or Consolidation                                                      |   | 15 |
| Section 6.12                                                                                 |   | Savings Clause                                                               |   | 15 |
| Section 6.13                                                                                 |   | Subsequent Legislation                                                       |   | 15 |
| Section 6.14                                                                                 |   | Indemnification of Others                                                    |   | 15 |
| SECTION  7     DIVIDENDS                                            |   | 15                                                                           |
| Section 7.1                                                                                  |   | Declaration of Dividends                                                     |   | 15 |
| Section 7.2                                                                                  |   | Reserves for Dividends                                                       |   | 16 |
| SECTION  8     GENERAL PROVISIONS                                   |   | 16                                                                           |
| Section 8.1                                                                                  |   | Fiscal Year                                                                  |   | 16 |
| Section 8.2                                                                                  |   | Corporate Seal                                                               |   | 16 |
| Section 8.3                                                                                  |   | Corporation Checks                                                           |   | 16 |
| Section 8.4                                                                                  |   | Protection of Corporate Books                                                |   | 16 |
| Section 8.5                                                                                  |   | Control Share Acquisitions                                                   |   | 16 |
| SECTION  9     AMENDMENTS                                           |   | 16                                                                           |
| Section 9.1                                                                                  |   | Amendments of By-Laws                                                        |   | 16 |

 

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AMENDED AND RESTATED

BY-LAWS

of

FRIENDLY ICE CREAM CORPORATION

SECTION 1

OFFICES

Section 1.1  Registered Office.  The registered office of Friendly Ice CreamCorporation (the “Corporation”) shall be in the town of Wilbraham, County ofHampden, Commonwealth of Massachusetts at 1855 Boston Road.

Section 1.2  Other Offices.  The Corporation may also have offices at suchother places both within and without the Commonwealth of Massachusetts as theBoard of Directors of the Corporation (the “Board”) may from time to timedetermine or the business of the Corporation may require.

SECTION 2

STOCKHOLDERS

Section 2.1  Time and Place of Meetings.  All meetings of the stockholders for theelection of directors or for any other purpose shall be held within theCommonwealth of Massachusetts or, to the extent permitted by the Corporation’sRestated Articles of Organization as in effect from time to time (the “Articlesof Organization”), elsewhere in the United States.

Section 2.2  Annual Meetings.  An annual meeting of stockholders shall beheld, within six months after the end of the fiscal year of the Corporation,for the purpose of electing directors to serve on the Board and transactingsuch other business as may properly be brought before the meeting. The date ofthe annual meeting shall be determined by the Board.

Section 2.3  Special Meetings.  Special meetings of the stockholders, for anypurpose or purposes, unless otherwise prescribed by law, may be called only by(i) the Board pursuant to a resolution approved by the affirmative vote of amajority of the Directors then in office, (ii) the Chairman of the Board, ifone is elected or (iii) the President. Only those matters set forth in thenotice of the special meeting may be considered or acted upon at such special meeting,except as otherwise provided by law.

Section 2.4  Notice of Meetings.  Written or printed notice stating the date,time and place of the meeting and, in the case of a special meeting or ameeting for which special notice is required by law, the purposes for which themeeting is called shall be mailed by the Corporation to each stockholderentitled to vote at the meeting and, if required by law, to any other 

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stockholders entitled to receive notice, at the stockholder’s addressshown in the Corporation’s record of stockholders, with postage pre-paid, notless than ten (10) nor more than sixty (60) days before the meeting date,either personally or by mail, by or at the direction of the President, Clerk,or Assistant Clerk, or the officer or persons calling the meeting, to eachstockholder of record entitled to vote at such meeting. Notice shall beeffective when mailed if it is mailed postage pre-paid and is correctlyaddressed to the stockholder’s address as it appears on the stock transferbooks of the Corporation.

Section 2.5  Waiver of Notice.  A stockholder may at any time waive anynotice required by law, these By-Laws or the Corporation’s Articles ofOrganization. The waiver shall be in writing, be signed by the stockholderentitled to the notice and be delivered to the Corporation for inclusion in theminutes for filing with the corporate records. A stockholder’s attendance at ameeting waives objection to (i) lack of notice or defective notice of themeeting, unless the stockholder at the beginning of the meeting objects toholding the meeting or transacting business at the meeting, and (ii)consideration of a particular matter at the meeting that is not within thepurposes described in the meeting notice, unless the stockholder objects to consideringthe matter when it is presented.

Section 2.6  Fixing of Record Date.  The Board may fix a future date as the recorddate to determine the stockholders entitled to notice of a stockholders’meeting, vote, take any other action or receive payment of any share or cashdividend or other distribution. This date shall not be more than sixty (60)days nor, in the case of a meeting, less than ten (10) days before the meetingor action requiring a determination of stockholders. The record date for anymeeting, vote or other action of the stockholders shall be the same for allclasses of capital stock of the Corporation. If not otherwise fixed by theBoard, the record date to determine stockholders entitled to notice of and tovote at an annual or special stockholders’ meeting is the close of business onthe day before the first notice is first mailed or delivered to a stockholder.If not otherwise fixed by the Board, the record date to determine stockholdersentitled to receive payment of any share or cash dividend or other distributionis the close of business on the day the Board authorizes the share or cashdividend or other distribution.

Section 2.7  Stockholders’ List of Meeting.  After a record date for a meeting is fixed,the Corporation shall prepare an alphabetical list of all stockholders entitledto notice of the stockholders’ meeting. The list shall be arranged by classesof capital stock of the Corporation and show the address of and number ofshares held by each stockholder. The stockholders’ list shall be available forinspection by any stockholder, upon proper demand as may be required by law,beginning two business days after notice of the meeting is given and continuingthrough the meeting, at the Corporation’s principal office or at a place identifiedin the meeting notice in the city where the meeting will be held. TheCorporation shall make the stockholders’ list available at the meeting, and anystockholder or the stockholder’s agent or attorney shall be entitled to inspectthe list at any time during the meeting or any adjournment. Refusal or failureto prepare or make available the stockholder’s list does not affect thevalidity of action taken at the meeting.

Section 2.8  Quorum; Adjournment.

(a)           Shares issued,outstanding and entitled to vote may take action on a matter at a meeting onlyif a quorum of these shares exists with respect to that matter. Shares issued, 

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outstanding and entitled to vote as a separate class may take action on amatter at a meeting only if a quorum of those shares exists with respect tothat matter. Except as otherwise provided by the Articles of Organization, atany meeting of the stockholders a majority of all shares of stock issued,outstanding and entitled to vote on the record date for such meeting (includingshares as to which an abstention has been recorded and shares as to which anominee has no voting authority as to certain matters brought before themeeting) shall constitute a quorum for the transaction of business.

(b)           A majority of votesrepresented at the meeting, although less than a quorum, may adjourn themeeting from time to time to a different time and place without further noticeto any stockholder of any adjournment. At an adjourned meeting at which aquorum is present, any business may be transacted that might have beentransacted at the meeting originally held.

(c)           Once a share isrepresented for any purpose at a meeting, it shall be present for quorumpurposes for the remainder of the meeting and for any adjournment of thatmeeting unless a new record date is or must be set for the adjourned meeting. Anew record date must be set if the meeting is adjourned to a date more than 120days after the date fixed for the original meeting.

Section 2.9  Voting Requirements.  At all meetings of stockholders, eachstockholder shall be entitled to vote, in person or by proxy, the shares ofvoting stock owned by such stockholder of record on the record date for themeeting. When a quorum is present or represented at any meeting, theaffirmative vote of a majority of the shares of stock voted on any matter,question or proposal brought before such meeting shall decide such question,unless the question is one upon which, by express provision of law, by theArticles of Organization or by these By-Laws, a different vote is required, inwhich case such express provision shall govern and control the decision of suchquestion; provided, however, that any election by stockholders shall bedetermined by a plurality of the votes cast by the stockholders present or representedand entitled to vote in such election. Shares as to which an abstention hasbeen recorded and shares as to which a nominee has no voting authority as to aparticular question or questions brought before the meeting will not be deemedto be voted or cast with respect to such question or questions.

Section 2.10  Proxies.  A stockholder may vote shares in person or byproxy. A stockholder may appoint a proxy by signing an appointment form eitherpersonally or by the stockholder’s attorney-in-fact. An appointment of a proxyis effective when received by the Clerk or other officer of the Corporationauthorized to tabulate votes. Except as otherwise provided by law, a proxydated more than six months before the meeting named therein shall be valid andno proxy shall be valid after the final adjournment of such meeting. A proxywith respect to stock held in the name of two or more persons shall be valid ifexecuted by any one of them unless at or prior to the exercise of the proxy thecorporation receives a specific written notice to the contrary from any one ofthem. A proxy purporting to be executed by or on behalf of a stockholder shallbe deemed valid unless challenged at or prior to its exercise and the burden ofproving its validity shall rest on the challenger.

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Section 2.11  Notice of Stockholder Business.  1. At a meeting of the stockholders, onlysuch business shall be conducted as shall have been properly brought before themeeting in accordance with the By-Laws. 2. To be properly brought before a meeting, business must be (a)specified in the notice of meeting (or any supplement thereto) given by or atthe direction of the Board, (b) otherwise properly brought before the meetingby or at the direction of the Board, or (c) otherwise (i) properly be requestedto be brought before the meeting by a stockholder of record entitled to vote inthe election of directors generally, and (ii) constitute a proper subject to bebrought before such meeting. For business to be properly brought before ameeting of stockholders, any stockholder who intends to bring any matter (otherthan the election of directors) before a meeting of stockholders and isentitled to vote on such matter must deliver written notice of such stockholder’sintent to bring such matter before the meeting of stockholders, either bypersonal delivery or by United States mail, postage pre-paid, to the Clerk ofthe Corporation. Such notice must be received by the Clerk not later than thefollowing dates:  (i) with respect to anannual meeting of stockholders, one hundred twenty (120) days in advance ofsuch meeting if such meeting is to be held on a day which is within thirty (30)days preceding the anniversary of the previous year’s annual meeting, or onehundred fifty (150) days in advance of such meeting if such meeting is to beheld on or after the anniversary of the previous year’s annual meeting; and(ii) with respect to any other meeting of stockholders or a special meeting ofstockholders, the close of business on the tenth day  following the date on which notice of suchmeeting is first given to stockholders. For purposes of this Section 2.11,notice shall be deemed to first be given to stockholders when disclosure ofsuch date is first made in a press release reported by the Dow Jones NewsServices, Associated Press or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commissionpursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, asamended.

A stockholder’s notice to the Clerk shall set forth as to each matter thestockholder proposes to bring before the meeting of stockholders (a) a briefdescription of the business desired to be brought before the meeting and thereasons for conducting such business at the meeting, (b) the name and address,as they appear on the Corporation’s books, of the stockholder intending topropose such business, (c) the class and number of shares of capital stock ofthe Corporation which are beneficially owned by the stockholder, and (d) anymaterial interest of the stockholder in such business. No business shall beconducted at a meeting of stockholders except in accordance with the proceduresset forth in Section 2.12 of this Article. The chairman of a meeting may, ifthe facts warrant, determine and declare to the meeting that the business wasnot properly brought before the meeting and in accordance with the provisionshereof and, if the chairman should so determine, the chairman may so declare tothe meeting that any such business not properly brought before the meetingshall not be transacted.

Section 2.12  Conduct of Meetings.  The date and time of the opening and theclosing of the polls for each matter upon which the stockholders will vote at ameeting shall be announced at the meeting by the person presiding over themeeting. The Board may adopt by resolution such rules and regulations for theconduct of the meeting of stockholders as it shall deem appropriate. Except tothe extent inconsistent with such rules and regulations as adopted by theBoard, the chairman of any meeting of stockholders shall have the right andauthority to prescribe such rules, regulations and procedures and to do allsuch acts as, in the judgment of such chairman, are appropriate for the properconduct of the meeting. Such rules, regulations or 

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procedures, whether adopted by the Board or prescribed by the chairman ofthe meeting, may include, without limitation, the following:  (i) the establishment of an agenda or orderof business for the meeting; (ii) rules and procedures for maintaining order atthe meeting and the safety of those present; (iii) limitations on attendance ator participation in the meeting to stockholders of record of the Corporation,their duly authorized and constituted proxies or such other persons as thechairman of the meeting shall determine; (iv) restrictions on entry to themeeting after the time fixed for the commencement thereof; and (v) limitationson the time allotted to questions or comments by participants. Unless and tothe extent determined by the Board or the chairman of the meeting, meetings ofstockholders shall not be required to be held in accordance with the rules ofparliamentary procedure.

Section 2.13  Inspectors of Election.  The Corporation may, and shall if required bylaw, in advance of any meeting of stockholders, appoint one or more inspectorsof election, who may be employees of the Corporation, to act at the meeting orany adjournment thereof and to make a written report thereof. The Corporationmay designate one or more persons as alternate inspectors to replace anyinspector who fails to act.  In the eventthat no inspector so appointed or designated is able to act at a meeting ofstockholders, the person presiding at the meeting shall appoint one or moreinspectors to act at the meeting. Each inspector, before entering upon thedischarge of his or her duties, shall take and sign an oath to executefaithfully the duties of inspector with strict impartiality and according tothe best of his or her ability.

The inspector or inspectors so appointed or designatedshall (i) ascertain the number of shares of capital stock of the Corporationoutstanding and the voting power of each such share, (ii) determine the sharesof capital stock of the Corporation represented at the meeting and the validityof proxies and ballots, (iii) count all votes and ballots, (iv) determine andretain for a reasonable period a record of the disposition of any challengesmade to any determination by the inspectors, and (v) certify theirdetermination of the number of shares of capital stock of the Corporationrepresented at the meeting and such inspectors’ count of all votes and ballots.Such certification and report shall specify such other information as may berequired by law. In determining the validity and counting of proxies andballots cast at any meeting of stockholders of the Corporation, the inspectorsmay consider such information as is permitted by applicable law. No person whois a candidate for an office at an election may serve as an inspector at suchelection.

Section 2.14  Informal Action by Stockholders.  Any action required to be taken at a meetingof the stockholders or any other action which may be taken at a meeting of thestockholders, may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the stockholders entitledto vote with respect to the subject matter thereof and the written consents arefiled with the records of the meetings of the stockholders.

SECTION 3

DIRECTORS

Section 3.1  General Powers.  The business and affairs of the Corporationshall be managed and controlled by or under the direction of the Board, whichmay exercise all such powers of the Corporation and do all such lawful acts andthings as are not by law or by Articles 

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of Organization or by these By-Laws directed or required to be exercisedor done by the stockholders.

Section 3.2   Number, Qualification, Tenure and Removal.  The number of Directors shall be fixed, fromtime to time, by the Board, in accordance with Article VI of the Articles ofOrganization. A director shall hold office until the annual meeting for theyear in which his or her term expires and until his or her successor shall beelected and shall qualify, subject, however, to prior death, resignation,retirement, disqualification or removal from office.  Directors need not be residents ofMassachusetts or stockholders of the Corporation. At any meeting of thestockholders called for the purpose, any Director may be removed from officeonly for cause by the affirmative vote of a majority of the shares issued,outstanding and entitled to vote in the election of Directors. At any meetingof the Board, any Director may be removed from office only for cause by vote ofa majority of the Directors then in office. A Director may be removed for causeonly after a reasonable notice and opportunity to be heard before the bodyproposing to remove him or her.

Section 3.3  Vacancies; Resignations.  Any vacancy on the Board that results from anincrease in the number of Directors shall be filled only by a majority of theDirectors then in office, provided that a quorum is present, and any othervacancy occurring in the Board shall be filled by a majority of the Directorsthen in office, even if less than a quorum, or by a sole remaining Director.Any vacancy not filled by the Directors shall be filled by election at anannual meeting or at a special meeting of stockholders called for that purpose.A vacancy that will occur at a specified later date, by reason of a resignationor otherwise, may be filled before the vacancy occurs, but the new Director maynot take office until the vacancy occurs.

Section 3.4  Place of Meetings.  The Board may hold meetings, both regular andspecial, either within or without the Commonwealth of Massachusetts.

Section 3.5  Regular Meetings.  The Board shall hold a regular meeting, to beknown as the annual meeting, immediately following each annual meeting of thestockholders. Other regular meetings of the Board shall be held at such timeand at such place as shall from time to time be determined by the Board. Nonotice of regular meetings need be given.

Section 3.6  Special Meetings.  Special meetings of the Board may be calledby the Chairman or the President. Special meetings shall also be called by theClerk on written request of any two Directors. The person or persons authorizedto call special meetings of the Board may fix any place in or out ofMassachusetts as the place for holding any special meeting of the Board calledby them.

Section 3.7  Notice.  Notice of the date, time and place of anyspecial meeting of the Board shall be given at least three days prior to themeeting by notice communicated in person, by telephone, telegraph, teletype,other form of wire or wireless communication, mail or private carrier. Ifwritten, notice shall be effective at the earliest of (a) when received, (b)its deposit in the United States mail, as evidenced by the postmark, if mailedpostage pre-paid and correctly addressed, or (c) on the date shown on thereturn receipt, if sent by registered or certified mail, return receiptrequested and the receipt is signed by or on behalf of the addressee. Notice byall other means shall be deemed effective when received by or on behalf of theDirector. Notice of 

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any regular or special meeting need not describe the purposes of themeeting unless required by law or the Articles of Organization.

Section 3.8  Waiver of Notice.  A Director may at any time waive any notice requiredby law, these By-Laws or the Articles of Organization. Except as set forthbelow, the waiver must be in writing, be signed by the Director entitled to thenotice, specify the meeting for which notice is waived and be filed with theminutes or corporate records. A Director’s attendance at or participation in ameeting waives any required notice to the Director of the meeting unless theDirector at the beginning of the meeting, or promptly upon such Director’sarrival, objects to holding the meeting or transacting business at the meetingand does not thereafter vote for or assent to action taken at the meeting.

Section 3.9  Quorum.  A majority of the number of Directors fixedin accordance with Section 3.2 of this Article shall constitute a quorum forthe transaction of business at any meeting of the Board. If less than a quorumis present at a meeting, a majority of the Directors present may adjourn themeeting from time to time without further notice.

Section 3.10  Manner of Acting.  The act of the majority of the Directorspresent at a meeting at which a quorum is present shall be the act of theBoard, unless a different number is provided by law, the Articles ofOrganization or these By-Laws.

Section 3.11  Committees.  The Board may, by vote of a majority of theDirectors then in office appoint from their number one or more committees anddelegate to such committees some or all of their powers to the extent permittedby law, the Articles of Organization or these By- Laws. Except as the Board mayotherwise determine, any such committee shall be governed in the conduct of itsbusiness by the rules governing the conduct of the business of the Boardcontained in these By-laws and may, by majority vote of the entire committeemake other rules for the conduct of its business. The Board shall have power atany time to fill vacancies in any such committees, to change its membership orto discharge the committee.

Section 3.12  Organization.  The Chairman, if elected, shall act aschairman at all meetings of the Board. If the Chairman is not elected or, ifelected, is not present, the President or, in the absence of the President, aVice Chairman (who is also a member of the Board and, if more than one, inorder designated by the Board or, in the absence of such designation, in orderof their election), if any, or if no such Vice Chairman is present, a Directorchosen by a majority of the Directors present, shall act as chairman atmeetings of the Board.

Section 3.13  Action without Meeting.  Unless otherwise restricted by the Articlesof Organization or these By-Laws, any action required or permitted to be takenat any meeting of the Board may be taken without a meeting, if all members ofthe Board consent thereto in writing, and the writing or writings are filed withthe minutes of proceedings of the Board.

Section 3.14  Attendance by Telephone.  Members of the Board, may participate in ameeting of the Board by means of a conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting.

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Section 3.15  Compensation.  The Board shall have the authority to fix thecompensation of Directors, which may include their expenses, if any, ofattendance at each meeting of the Board.

Section 3.16  Presumption of Assent.  A Director who is present at a meeting of theBoard or a committee of the Board shall be deemed to have assented to theaction taken at the meeting unless (a) the Director’s dissent or abstentionfrom the action is entered in the minutes of the meeting, (b) the Directordelivers a written notice of dissent or abstention to the action to thepresiding officer of the meeting before any adjournment of the meeting or tothe Corporation immediately after the adjournment of the meeting or (c) theDirector objects at the beginning of the meeting or promptly upon such Director’sarrival to the holding of the meeting or transacting business at the meeting.The right to dissent or abstain is not available to a Director who voted infavor of the action.

Section 3.17  Notification of Nominations.  Except for Directors elected pursuant to theprovisions of Section 3.3 of this Article, only individuals nominated for electionto the Board pursuant to and in accordance with the provision of this Section3.17 may be elected to and may serve upon the Board of the Corporation.Nominations for the election of Directors may be made by the Board, a Committeethereof or by any stockholder entitled to vote in the election of Directorsgenerally. Subject to the foregoing, only a stockholder of record entitled tovote in the election of Directors generally may nominate one or more personsfor election as Directors at a meeting of stockholders and only if writtennotice of such stockholder’s intent to make such nomination or nominations hasbeen given, either by personal delivery or by United States mail, postagepre-paid, to the Clerk of the Corporation and has been received by the Clerk nolater than the following dates:  (i) withrespect to an election to be held at an annual meeting of stockholders, onehundred twenty (120) days in advance of such meeting if such meeting is to beheld on a day which is within thirty (30) days preceding the anniversary of theprevious year’s annual meeting, or one hundred fifty (150) days in advance ofsuch meeting if such meeting is to be held on or after the anniversary of theprevious year’s annual meeting; and (ii) with respect to an election to be heldat a special meeting of stockholders for the election of Directors, the closeof business on the tenth day following the date on which notice of such meetingis first given to stockholders. For purposes of this Section 3.17, notice shallbe deemed to first be given to stockholders when disclosure of such date isfirst made in a press release reported by the Dow Jones News Service,Associated Press or comparable national news service or in a document publiclyfiled by the Corporation with the Securities and Exchange Commission pursuantto Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

Each such notice shall set forth:

(a)           the name and addressof the stockholder who intends to make the nomination and of the person orpersons to be nominated;

(b)           a representation thatthe stockholder is a holder of record of stock of the Corporation entitled tovote at such meeting and intends to appear in person or by proxy at the meetingto nominate the person or persons specified in the notice;

 

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(c)           a description of allarrangements or understandings between the stockholder and each nominee and anyother person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder; and

(d)           such other informationregarding each nominee proposed by such stockholder as would be required to beincluded in a proxy statement filed pursuant to the proxy rules of theSecurities and Exchange Commission, had the nominee been nominated, or intendedto be nominated, by the Board.

To be effective, each notice of intent to make a nomination givenhereunder shall be accompanied by the written consent of each nominee to serveas a Director of the Corporation if elected.

The chairman of the meeting may, if the facts warrant, determine anddeclare to the meeting that a nomination was not properly brought before themeeting in accordance with the provisions hereof and, if the chairman should sodetermine, declare to the meeting that such nomination was not properly broughtbefore the meeting and shall not be considered.

SECTION 4

OFFICERS

Section 4.1   Enumeration.  The officers of the Corporation shall bechosen by the Board and shall be a Chairman, Chief Executive Officer,President, a Clerk, and a Treasurer. The Board may also elect one or more ViceChairmen, one or more Vice Presidents, one or more Assistant Clerks andAssistant Treasurers and such other officers and agents as it shall deemappropriate. Any number of offices may be held by the same person.

Section 4.2   Salaries.  The salaries of all officers of theCorporation shall be fixed by the Board.

Section 4.3   Term of Office.  The officers of the Corporation shall beelected at the annual meeting of the Board and shall hold office until theirsuccessors are elected and qualified or until their earlier resignation,removal or death. Any officer elected or appointed by the Board may be removedat any time by the Board with or without cause. Any vacancy occurring in anyoffice of the Corporation required by this section shall be filled by theBoard, and any vacancy in any other office may be filled by the Board.

Section 4.4   Chairman.  The Chairman shall preside, when present, ateach meeting of the Board and shall perform such other duties and have such powersas the Board may from time to time prescribe. The Chairman shall preside atmeetings of stockholders and shall have such other functions, authority andduties as customarily appertain to the office of the Chairman of the Board of abusiness corporation or as may be prescribed by the Board.

Section 4.5   Chief Executive Officer.  The Chief Executive Officer shall havegeneral supervision, direction and control of the business and affairs of theCorporation, subject to the control of the Board, and shall have such otherfunctions, authority and duties as customarily 

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appertain to the office of the chief executive of a business corporationor as may be prescribed by the Board.

Section 4.6    President.   The President shall have such functions,authority and duties as may be prescribed by the Board or by the ChiefExecutive Officer if the President is not also the Chief Executive Officer. ThePresident need not be a Director.

Section 4.7   Vice President.  The Vice President or if there be more thanone, the Vice Presidents, shall perform, such duties and have such other powersas may from time to time be prescribed by the Board, the Chairman or thePresident.

Section 4.8   Clerk.  The Clerk shall keep a record of allproceedings of the stockholders of the Corporation and of the Board, and shallperform like duties for the standing committees when required. The Clerk shallgive, or cause to be given, notice, if any, of all meetings of the stockholdersand shall perform such other duties as may be prescribed by the Board, theChairman or the President. The Clerk shall have custody of the corporate sealof the Corporation and the Clerk or in the absence of the Clerk any AssistantClerk, shall have the authority to affix the same to any instrument requiringit, and when so affixed it may be attested by the signature of the Clerk or anAssistant Clerk. The Board may give general authority to any other officer toaffix the seal of the Corporation and to attest such affixing of the seal. TheClerk shall be a resident of the Commonwealth of Massachusetts unless theCorporation has a resident agent in accordance with Massachusetts law.

Section 4.9   Assistant Clerk.  The Assistant Clerk or if there be more thanone, the Assistant Clerks in the order determined by the Board (or if there beno such determination, then in order of their election), shall, in the absenceof the Clerk or in the event of the Clerk’s inability or refusal to act,perform the duties and exercise the powers of the Clerk and shall perform suchother duties as may from time to time be prescribed by the Board, the Chairman,or the President.

Section 4.10   Treasurer.  The Treasurer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation and shalldeposit all monies and other valuable assets in the name and to the credit ofthe Corporation in such depositories as may be designated by the Board. TheTreasurer shall disburse the funds of the Corporation as may be ordered by theBoard, taking proper vouchers for such disbursements, and shall render to theChairman, the President and the Board, at its regular meetings or when theBoard so requires, an account of all transactions as Treasurer and of thefinancial condition of the Corporation. The Treasurer shall perform such otherduties as may from time to time be prescribed by the Board, the Chairman or thePresident.

Section 4.11   Assistant Treasurer.  The Assistant Treasurer, or if there shall bemore than one, the Assistant Treasurers in the order determined by the Board(or if there be no such determination, then in order of their election), shall,in absence of the Treasurer or in the event of the Treasurer’s inability orrefusal to act, perform the duties and exercise the powers of the Treasurer andshall perform such other duties and have such other powers as may from time totime be prescribed by the Board, the Chairman, the President or the Treasurer.

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Section 4.12   Other Duties.  Any officer who is elected or appointed fromtime to time by the Board and whose duties are not specified in these By-Lawsshall perform such duties and have such powers as may be prescribed from timeto time by the Board, the Chairman or the President.

SECTION 5

## CERTIFICATES OF STOCK AND OTHER STOCKHOLDER MATTERS

Section 5.1   Form. The shares of the Corporation shall be represented by certificates; provided,however, that the Board may provide by resolution or resolutions thatsome or all of any or all classes or series of the Corporation’s stock shall beuncertificated shares. Certificates of stock in the Corporation, if any, shallbe signed by or in the name of the Corporation by the Chairman or the Presidentor a Vice President and by the Treasurer or an Assistant Treasurer of theCorporation. Where a certificate is countersigned by a transfer agent, otherthan the Corporation or a director, officer or employee of the Corporation, orby a registrar, the signatures of the Chairman, the President or a Vice Presidentand the Treasurer or an Assistant Treasurer may be facsimiles. In case anyofficer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, thecertificate may be issued by the Corporation with the same effect as if suchofficer, transfer agent or registrar were such officer, transfer agent orregistrar at the date of its issue.

Section 5.2   Replacement.  In case of the loss, destruction, mutilationor theft of a certificate for any stock of the Corporation, a new certificateof stock or uncertificated shares in place of any certificate therefor issuedby the Corporation may be issued upon (x) in the case of a mutilatedcertificate, surrender of such mutilated certificate to the Corporation, and(y) in the case of a certificate alleged to have been lost, destroyed orstolen, satisfactory proof of such loss, destruction or theft and upon suchterms as the Board may prescribe. The Board may in its discretion require theowner of the lost, mutilated, destroyed or stolen certificate, or his legalrepresentative, to give the Corporation a bond, in such sum and in such formand with such surety or sureties as it may direct, to indemnify the Corporationagainst any claim that may be made against it with respect to a certificatealleged to have been lost, mutilated, destroyed or stolen.

Section 5.3   Transfer.  Subject to the restrictions, if any, statedor noted on the certificate, upon surrender to the Corporation or the transferagent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, it shall be the duty of the Corporation to issue a new certificate ofstock or uncertificated shares in place of any certificate therefor issued bythe Corporation to the person entitled thereto, cancel the old certificate andrecord the transaction on its books.

Section 5.4   Stock Ledger Determinative of DividendDistributions and Voting Entitlement. The Corporation shall be entitled to recognize the exclusive right of aperson registered on its books as the owner of shares to receive dividends andother distributions, and to vote as such owner, and shall not be bound torecognize any equitable or other claim to, or interest in, such share or shareson the part of any other person, whether or not it shall have 

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express or other notice thereof, except as otherwise provided by the lawsof the Commonwealth of Massachusetts.

SECTION 6

INDEMNIFICATION

Section 6.1   Right to Indemnification.  The Corporation shall indemnify and holdharmless each person who was or is a party or is threatened to be made a partyto or is otherwise involved in any threatened, pending or completed action,suit, proceeding or investigation, whether civil, criminal or administrative (a“Proceeding”), by reason of being, having been or having agreed to become, adirector or officer of the Corporation, or serving, having served or havingagreed to serve, at the request of the Corporation, as a director or officerof, or in a similar capacity with, another organization or in any capacity withrespect to any employee benefit plan (any such person being referred to hereafteras an “Indemnitee”), or by reason of any action alleged to have been taken oromitted in such capacity, against all expense, liability and loss (includingwithout limitation reasonable attorneys’ fees, judgments, fines, “ERISA” excisetaxes or penalties) incurred or suffered by the Indemnitee or on behalf of theIndemnitee in connection with such Proceeding and any appeal therefrom, unlessthe Indemnitee shall have been adjudicated in such Proceeding not to have actedin good faith in the reasonable belief that his or her action was in the bestinterest of the Corporation or, to the extent such matter relates to servicewith respect to an employee benefit plan, in the best interests of theparticipants or beneficiaries of such employee benefit plan. Notwithstandinganything to the contrary in these By-Laws, except as set forth in Section 6.6below, the Corporation shall not indemnify or advance expenses to an Indemniteeseeking indemnification in connection with a Proceeding (or part thereof)initiated by the Indemnitee, unless the initiation thereof was approved by theBoard.

Section 6.2   Settlements.  Subject to compliance by the Indemnitee withthe applicable provisions of Section 6.5 below, the right to indemnificationconferred in these By-Laws shall include the right to be paid by theCorporation for amounts paid in settlement of any such Proceeding and anyappeal therefrom, and all expenses (including attorneys’ fees) incurred inconnection with such settlement, pursuant to a consent decree or otherwise,unless it is held or determined pursuant to Section 6.5 below that theIndemnitee did not act in good faith in the reasonable belief that his or heraction was in the best interest of the Corporation or, to the extent suchmatter relates to service with respect to an employee benefit plan, in the bestinterests of the participants or beneficiaries of such employee benefit plan.

Section 6.3   Notification and Defense of Proceedings.  The Indemnitee shall notify the Corporationin writing as soon as reasonably practicable of any Proceeding involving theIndemnitee for which indemnity or advancement of expenses is intended to besought. Any omission to so notify the Corporation shall not relieve it from anyliability that it may have to the Indemnitee under these By-Laws unless, andonly to the extent that, such omission results in the   forfeiture of substantive rights or defensesby the Corporation. With respect to any Proceeding of which the Corporation isso notified, the Corporation shall be entitled but not obligated, toparticipate therein at its own expense and/or to assume the defense thereof atits own expense, with legal counsel reasonably acceptable to the Indemnitee,except as provided in the last 

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sentence of this Section 6.3. After notice from the Corporation to theIndemnitee of its election so to assume such defense (subject to thelimitations in the last sentence of this Section 6.3), the Corporation shallnot be liable to the Indemnitee for any fees and expenses of counsel subsequentlyincurred by the Indemnitee in connection with such Proceeding, other than asprovided below in this Section 6.3. The Indemnitee shall have the right toemploy his or her own counsel in connection with such Proceeding, but the feesand expenses of such counsel incurred after notice from the Corporation of itsassumption of the defense thereof at its expense with counsel reasonablyacceptable to Indemnitee shall be at the expense of the Indemnitee unless (i)the employment of counsel by the Indemnitee at the Corporation’s expense hasbeen authorized by the Corporation, (ii) counsel to the Indemnitee shall havereasonably concluded that there may be a conflict of interest or position onany significant issue between the Corporation and the Indemnitee in the conductof the defense of such action or (iii) the Corporation shall not in fact haveemployed counsel reasonably acceptable to the Indemnitee to assume the defenseof such Proceeding within a reasonable time after receiving notice thereof, ineach of which cases the fees and expenses of counsel for the Indemnitee shallbe at the expense of the Corporation, except as otherwise expressly provided inthese By-Laws. The Corporation shall not be entitled, without the consent ofthe Indemnitee, to assume the defense of any Proceeding brought by or in theright of the Corporation or as to which counsel for the Indemnitee shall havereasonably made the conclusion provided for in clause (ii) above.

Section 6.4   Advance of Expenses.  Except as provided in Section 6.3 of theseBy- Laws,  as part of the right toindemnification granted by these By-Laws, any expenses (including attorneys’fees) incurred by an Indemnitee in defending any Proceeding within the scope ofSection 6.1 of these By-laws or any appeal therefrom shall be paid by theCorporation in advance of the final disposition of such matter, provided,however, that the payment of such expenses incurred by an Indemnitee in advanceof the final disposition of such matter shall be made only upon receipt of awritten undertaking by or on behalf of the Indemnitee to repay all amounts soadvanced in the event that it shall ultimately be determined that theIndemnitee is not entitled to be indemnified by the Corporation as authorizedby Section 6.1 or Section 6.2 of these By-Laws. Such undertaking need not be secured and shall be accepted withoutreference to the financial ability of the Indemnitee to make suchrepayment.  Such advancement of expensesshall be made by the Corporation promptly following its receipt of writtenrequests therefor by the Indemnitee, accompanied by reasonably detaileddocumentation, and of the foregoing undertaking.

Section 6.5   Certain Presumptions and Determinations.  If, in a Proceeding brought by or in theright of the Corporation, a director or officer of the Corporation is held notliable for monetary damages, whether because that director or officer isrelieved of personal liability under the provisions of Article VI, Part B ofthe Articles of Organization of the Corporation or otherwise, that director orofficer shall be deemed to have met the standard of conduct set forth inSection 6.1 and thus to be entitled to be indemnified by the Corporationthereunder. In any adjudicated Proceeding against an Indemnitee brought byreason of the Indemnitee’s serving, having served or agreed to serve, at therequest of the Corporation, for an organization other than the Corporation inone or more of the capacities indicated in Section 6.1, if the Indemnitee shallnot have been adjudicated not to have acted in good faith in the reasonablebelief that the Indemnitee’s action was in the best interest of such otherorganization, the Indemnitee shall be deemed to have met the standard ofconduct set forth in Section 6.1 and thus be entitled to be indemnifiedthereunder. An adjudication in such a Proceeding that the Indemnitee did notact in 

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good faith in the reasonable belief that the Indemnitee’s action was inthe best interest of such other organization shall not create a presumptionthat the Indemnitee has not met the standard of conduct set forth in Section6.1. In order to obtain indemnification of amounts paid in settlement pursuantto Section 6.2 of these By-Laws, the Indemnitee shall submit to the Corporationa written request, including in such request such documentation and informationas is reasonably available to the Indemnitee and is reasonably necessary todetermine whether and to what extent the Indemnitee is entitled to suchindemnification. Any such indemnification under Section 6.2 shall be madepromptly, and in any event within 60 days after receipt by the Corporation ofthe written request of the Indemnitee, unless a court of competent jurisdictionholds within such 60-day period that the Indemnitee did not meet the standardof conduct set forth in Section 6.2 or the Corporation determines, by clear andconvincing evidence, within such 60-day period that the Indemnitee did not meetsuch standard. Such determination shall be made by the Board, based on adviceof independent legal counsel (who may, with the consent of the Indemnitee, beregular legal counsel to the Corporation). The Corporation and the directorsshall be under no obligation to undertake any such determination or to seek anyruling from any court.

Section 6.6   Remedies. The right toindemnification or advances as granted by these By-Laws shall be enforceable bythe Indemnitee in any court of competent jurisdiction if the Corporation deniessuch a request, in whole or in part, or, with respect to indemnification pursuantto Section 6.2, if no disposition thereof is made within the 60-day periodreferred to above in Section 6.5. Unless otherwise provided by law, the burdenof proving that the Indemnitee is not entitled to indemnification oradvancement of expenses under these By-Laws shall be on the Corporation.Neither absence of any determination prior to the commencement of such actionthat indemnification is proper in the circumstances because the Indemnitee hasmet any applicable standard of conduct, nor an actual determination by theCorporation pursuant to Section 6.5 that the Indemnitee has not met suchapplicable standard of conduct, shall be a defense to the action or create apresumption that the Indemnitee has not met the applicable standard of conduct.The Indemnitee’s expenses (including reasonable attorneys’ fees) incurred inconnection with successfully establishing his or her right to indemnification,in whole or in part, in any such Proceeding shall also be paid by theCorporation.

Section 6.7   Contract Right; Subsequent Amendment.  The right to indemnification and advancementof expenses conferred in these By-Laws shall be a contract right. No amendment,termination or repeal of these By-Laws or of the relevant provisions of Chapter156B of the Massachusetts General Laws or any other applicable laws shallaffect or diminish in any way the rights of any Indemnitee to indemnificationor advancement of expenses under the provisions hereof with respect to anyProceeding arising out of or relating to any action, omission, transaction orfacts occurring prior to the final adoption of such amendment, termination orrepeal, except with the consent of the Indemnitee.

Section 6.8   Other Rights.  The indemnification and advancement ofexpenses provided by these By-Laws shall not be deemed exclusive of any otherrights to which an Indemnitee seeking indemnification or advancement ofexpenses may be entitled under any law (common or statutory), agreement or voteof stockholders or directors or otherwise, both as to action in his or herofficial capacity and as to action in any other capacity while holding officefor the Corporation, and shall continue as to an Indemnitee who has ceased tobe a director or officer, and shall inure to the benefit of the estate, heirs,executors and administrators of the Indemnitee. 

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Nothing contained in these By-Laws shall be deemed to prohibit, and theCorporation is specifically authorized to enter into, agreements with anyIndemnitee providing indemnification rights and procedures different from thoseset forth in these By-Laws.

Section 6.9   Partial Indemnification.  If an Indemnitee is entitled under anyprovision of these By-Laws to indemnification by the Corporation for some or aportion of the expenses (including attorneys’ fees), judgments, fines oramounts paid in settlement actually and reasonably incurred by the Indemniteeor on his or her behalf in connection with any Proceeding and any appealtherefrom but not, however, for the total amount thereof, the Corporation shallnevertheless indemnify the Indemnitee for the portion of such expenses(including reasonable attorneys’ fees), judgments, fines or amounts paid insettlement to which the Indemnitee is entitled.

Section 6.10   Insurance.  The Corporation may purchase and maintain insurance,at its expense, to protect itself and any director, officer, employee or agentof the Corporation or another organization or employee benefit plan against anyexpense, liability or loss incurred by such person in any such capacity, orarising out of such person’s status as such, whether or not the Corporationwould have the power to indemnify such person against such expense, liabilityor loss under Chapter 156B of the Massachusetts General Laws.

Section 6.11   Merger or Consolidation.  If the Corporation is merged into orconsolidated with another corporation and the Corporation is not the survivingcorporation, the surviving corporation shall assume the obligations of theCorporation under these By-Laws with respect to any Proceeding arising out ofor relating to any action, omission, transaction or facts occurring on or priorto the date of such merger or consolidation.

Section 6.12   Savings Clause.  If these By-Laws or any portion hereof shallbe invalidated on any ground by any court of competent jurisdiction, then theCorporation shall nevertheless indemnify and advance expenses to eachIndemnitee as to any expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement in connection with any Proceeding, including anaction by or in the right of the Corporation, to the fullest extent permittedby any applicable portion of these By-Laws that shall not have been invalidatedand to the fullest extent permitted by applicable law.

Section 6.13   Subsequent Legislation.  If the Massachusetts General Laws are amendedafter adoption of these By-Laws to expand further the indemnification permittedto Indemnitees, then the Corporation shall indemnify such persons to thefullest extent permitted by the Massachusetts General Laws as so amended.

Section 6.14   Indemnification of Others.  The Corporation may, to the extent authorizedfrom time to time by its Board, grant indemnification rights to employees oragents of the Corporation or other persons serving the Corporation who are notIndemnitees, and such rights may be equivalent to, or greater or less than,those set forth in these By-Laws.

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SECTION 7

DIVIDENDS

Section 7.1   Declaration of Dividends.  Dividends may be declared by the Board at anyregular or special meeting, pursuant to law and in accordance with the votingrequirements stated in these By-Laws. Dividends may be paid in cash, inproperty or in shares of the Corporation’s capital stock.

Section 7.2   Reserves for Dividends.  Before payment of any dividend, there may beset aside out of any funds of the Corporation available for dividends such sumor sums as the Board from time to time, in its absolute discretion, deemsproper as a reserve or reserves to meet contingencies, or for repairing ormaintaining any property of the Corporation, or for such other purpose as theBoard determines promotes the interest of the Corporation and the Board maymodify or abolish any such reserve in the manner in which it was created.

SECTION 8

GENERAL PROVISIONS

Section 8.1   Fiscal Year.  The fiscal year of the Corporation shall befixed by resolution of the Board.

Section 8.2   Corporate Seal.  The corporate seal shall be in such form asmay be approved from time to time by the Board. The seal may be used by causingit or a facsimile thereof to be impressed or affixed or in any other mannerreproduced.

Section 8.3   Corporation Checks.  All checks or other orders for the payment ofmoney and notes of the Corporation shall be signed by such officer or officersor such other person or persons as the Board may from time to time designate.

Section 8.4   Protection of Corporate Books.  As provided under applicable laws of theCommonwealth of Massachusetts, or any successor laws, the Corporation shallmake available to the stockholders the books and records of the Corporation,including, without limitation, periodic financial statements of theCorporation.

Section 8.5   Control Share Acquisitions.  The provisions of Chapter 110D of theMassachusetts General Laws with respect to the regulation of control shareacquisitions shall not apply to this Corporation.

SECTION 9

AMENDMENTS

Section 9.1   Amendments of By-Laws.  Subject to any requirement set forth in theArticles of Organization, these By-Laws may be altered, amended or repealed ornew By-Laws may be adopted by the Board or the stockholders; provided,that Sections 2.3, 2.11, 3.2, 3.3, 

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3.17, 6.1-6.14, 8.5 and 9.1 of these By-Laws may be amended or repealedonly (i) by the affirmative vote of at least two-thirds of the shares of thecapital stock then issued and outstanding and entitled to vote or (ii) by theaffirmative vote of a majority of the directors then in office. The fact thatthe power to amend, alter, repeal or adopt the By-Laws has been conferred uponthe Board shall not divest the stockholders of the same powers.

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