**EXHIBIT 3B**ASAMENDED NOVEMBER 21, 2007**AMENDED AND RESTATED BY-LAWS****Of****COGNEX CORPORATION**
 

 
**TABLE OF CONTENTS**       Page **ARTICLE 1 Articles of Organization**  **1**      **ARTICLE 2 Fiscal Year**  **1**      **ARTICLE 3 Meetings of Stockholders**  **1** Section 3.1 Annual Meeting  1 Section 3.2 Special Meetings  3 Section 3.3 Place of Meetings  3 Section 3.4 Notice of Meetings  4 Section 3.5 Quorum  4 Section 3.6 Action without Meeting  5 Section 3.7 Proxies and Voting  5      **ARTICLE 4 Directors**  **6** Section 4.1 Enumeration, Election and Term of Office  6 Section 4.2 Powers  8 Section 4.3 Meetings of Directors  8 Section 4.4 Quorum of Directors  9 Section 4.5 Consent in Lieu of Meeting and Participation in Meetings byCommunications Equipment  9 Section 4.6 Committees  10      **ARTICLE 5 Officers**  **10** Section 5.1 Enumeration, Election and Term of Office  10 Section 5.2 President and Chairman of the Board  11 Section 5.3 Treasurer and Assistant Treasurer  11 Section 5.4 Clerk and Assistant Clerk  12 Section 5.5 Secretary of the Board and Assistant Secretary  12 Section 5.6 Temporary Clerk and Temporary Secretary  13 Section 5.7 Other Powers and Duties  13      **ARTICLE 6 Resignations, Removals and Vacancies**  **13** Section 6.1 Resignations  13 Section 6.2 Removals  13 Section 6.3 Vacancies  14      **ARTICLE 7 Indemnification of Directors and Others**  **15** Section 7.1 Definitions  15 Section 7.2 Right to Indemnification  16 Section 7.3 Indemnification Not Available  16 Section 7.4 Compromise or Settlement  16 Section 7.5 Advances  16 Section 7.6 Not Exclusive  16 
 

 
       Page Section 7.7 Insurance  16      **ARTICLE 8 Stock**  **17** Section 8.1 Stock Authorized  17 Section 8.2 Issue of Authorized Unissued Capital Stock  17 Section 8.3 Certificates of Stock  17 Section 8.4 Replacement Certificate  19 Section 8.5 Transfers  19 Section 8.6 Record Date  20      **ARTICLE 9 Miscellaneous Provisions**  **20** Section 9.1 Execution of Papers  21 Section 9.2 Voting of Securities  21 Section 9.3 Corporate Seal  21 Section 9.4 Corporate Records  21      **ARTICLE 10 Amendments**  **22** 
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**AMENDED AND RESTATED BY-LAWS****Of****COGNEX CORPORATION**ARTICLE 1Articles of Organization     The name and purposes of the Corporation shall be as set forth in the Articles ofOrganization. These By-Laws, the powers of the Corporation and its Directors and stockholders, andall matters concerning the conduct and regulation of the business of the Corporation, shall besubject to such provisions in regard thereto, if any, as are set forth in the Articles ofOrganization. All references in these By-Laws to the Articles of Organization shall be construedto mean the Articles of Organization of the Corporation as from time to time amended or restated.ARTICLE 2Fiscal Year      Except as from time to time otherwise determined by the Directors, the fiscal year of theCorporation shall be the twelve months ending on December 31.ARTICLE 3Meetings of Stockholders      Section 3.1 Annual Meeting. The Annual Meeting of the Stockholders shall be held at10:00 o’clock A.M. on the second Tuesday of April in each year. Purposes for which an annualmeeting is to be held, additional to those prescribed by law and by these By-Laws, may be specifiedby the President or by the Directors.     If such annual meeting has not been held on the day herein provided therefor, a specialmeeting of the stockholders in lieu of the annual meeting may be held, and any business
 

 
transacted or elections held at such special meeting shall have the same effect as iftransacted or held at the annual meeting, and in such case all references in these By-Laws, exceptin this Section 3.1, to the annual meeting of the stockholders shall be deemed to refer to suchspecial meeting. Any such special meeting shall be called, and the purposes thereof shall bespecified in the call, as provided in Section 3.2 of this Article III.     To be properly brought before the meeting, business must be of a nature that is appropriatefor consideration at an annual meeting and must be (i) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properlybrought before the meeting by or at the direction of the Board of Directors, or (iii) otherwiseproperly brought before the meeting by a stockholder. In addition to any other applicablerequirements, for business to be properly brought before the annual meeting by a stockholder, thestockholder must have given timely Notice thereof in writing to the Clerk of the corporation. Tobe timely, each such Notice must be given either by personal delivery or by United States mail,postage prepaid, to the Clerk of the corporation not later than (1) with respect to a matter to bebrought before an annual meeting of stockholders or special meeting in lieu of an annual meeting,sixty (60) days prior to the date set forth in the By-Laws for the annual meeting and (2) withrespect to a matter to be brought before a special meeting of the stockholders not in lieu of anannual meeting, the close of business on the tenth (10th) day following the date on which notice ofsuch meeting is first given to Stockholders. The Notice shall set forth (i) information concerningthe stockholder, including his or her name and address; (ii) a representation that the stockholderis entitled to vote at such meeting and intends to appear in person or by proxy at the meeting topresent the matter specified in the Notice, and (iii) such
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other information as would be required to be included in a proxy statement soliciting proxiesfor the presentation of such matter to the meeting.     Notwithstanding anything in these By-Laws to the contrary, no business shall be transacted atthe annual meeting except in accordance with the procedures set forth in this Section; provided,however, that nothing in this Section shall be deemed to preclude discussion by any stockholder ofany business properly brought before the annual meeting in accordance with these By-Laws.     Section 3.2 Special Meetings. Special Meeting of the Stockholders may be called atany time by the President, or by a majority of the Directors acting by vote or a written instrumentor instruments signed by them. A Special Meeting of the Stockholders shall be called by the Clerkor in the case of the death, absence, incapacity or refusal of the Clerk, by any other officer uponwritten application of one or more stockholders who hold at least forty (40) percent in interest ofthe capital stock entitled to vote thereat and, also, upon application of any holder of at leastten (10) percent of the capital stock entitled to vote at such meeting, if such ten (10) percentholder also held on May 15, 1989 at least fifteen (15) percent of the capital stock of theCorporation entitled on that date to vote generally on the election of Directors. Such call shallstate the time, place and purpose of the meeting.     Section 3.3 Place of Meetings. All meetings of the stockholders shall be held at theprincipal office of the Corporation in Massachusetts, unless a different place within Massachusettsor, if permitted by the Articles of Organization, elsewhere within the United States is designatedby the President or by a majority of the Directors acting by vote or by written instrument orinstruments signed by them. Any adjourned session of any meeting of the
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stockholders shall be held at such place within Massachusetts or, if permitted by the Articlesof Organization, elsewhere within the United States as is designated in the vote of adjournment.     Section 3.4 Notice of Meetings. A written Notice of the place, date and hour of allmeetings of stockholders stating the purposes of the meeting shall be given at least seven (7) daysbefore the meeting to each stockholder entitled to vote thereat, by leaving such Notice with him orat his residence or usual place of business, or by mailing, postage prepaid, and addressed to suchstockholder at his address as it appears in the records of the Corporation. Such Notice shall begiven by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, byany other officer or by a person designated either by the Clerk, by the person or persons callingthe meeting or by the Board of Directors. Whenever Notice of a meeting is required to be given astockholder under any provision of law, of the Articles of Organization, or of these By-Laws, awritten Waiver thereof, executed before or after the meeting by such stockholder or his attorneythereunto authorized, and filed with the records of the meeting, shall be deemed equivalent to suchNotice.     Section 3.5 Quorum. At any meeting of the stockholders, a quorum for the election ofany Director or for the consideration of any question shall consist of a majority in interest ofall stock issued, outstanding and entitled to vote at such election or upon such question,respectively, except that if two or more classes of stock are entitled to vote as separate classesfor the election of any Director or upon any question, then in the case of each such class a quorumfor the election of any Director or for the consideration of such question shall consist of amajority in interest of all stock of that class issued, outstanding and entitled to vote thereon.Stock owned by the Corporation, if any, shall be disregarded in determining any quorum. Bothabstentions and broker non-votes are to be counted as present for the purpose of determining the
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existence of a quorum for the transaction of business at any meeting. Whether or not a quorumis present, any meeting may be adjourned from time to time by a majority of the votes properly castupon the question, and the meeting may be held as adjourned without further notice.     When a quorum for an election is present at any “meeting, a plurality of the votes properlycast for any office shall elect such office. When a quorum for the consideration of a question ispresent at any meeting, a majority of the votes properly cast upon the question shall decide thequestion; except that if two or more classes of stock are entitled to vote as separate classes uponsuch question, then in the case of each such class a majority of the votes of such class properlycast upon the question shall decide the vote of that class upon the question; and except in anycase where a larger vote is required by law or by the Articles of Organization. For purposes ofdetermining the number of shares voting on a particular proposal, abstentions and broker non-votesare not to be counted as votes cast or shares voting.     Section 3.6 Action without Meeting. Any action required or permitted to be taken atany meeting of the stockholders may be taken without a meeting if all stockholders entitled to voteon the matter consent to the action in writing and the written Consents are filed with the recordsof the meetings of stockholders. Such Consents shall be treated for all purposes as a vote at ameeting.     Section 3.7 Proxies and Voting. Except as may otherwise be provided in the Articlesof Organization, stockholders entitled to vote shall have one vote for each share of stock entitledto vote owned by them. Stockholders entitled to vote may vote in person or by proxy. No proxydated more than six (6) months before the meeting named therein shall be valid and no proxy shallbe valid after the final adjournment of such meeting. A proxy with respect to stock held in thename of two or more persons shall be valid if executed by any one of them unless at or prior
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to the exercise of the proxy the Corporation receives specific written notice to the contraryfrom any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall bedeemed valid unless challenged at or prior to its exercise and the burden of proving invalidityshall rest on the challenger. Proxies shall be filed with the Clerk, or person performing theduties of clerk, at the meeting, or any adjournment thereof, before being voted.     The Corporation shall not, directly or indirectly, vote upon any share of its own stock. Bothabstentions and broker non-votes are to be counted as present for the purpose of determining theexistence of a quorum for the transaction of business at any meeting. However, for purposes ofdetermining the number of shares voting on a particular proposal, abstentions and broker non-votesare not to be counted as votes cast or shares voting.ARTICLE 4Directors      Section 4.1 Enumeration, Election and Term of Office. The business and affairs ofthis corporation shall be managed under the direction of a Board of Directors consisting of notfewer than three (3) nor more than fifteen (15) Directors, the exact number to be determined fromtime to time by resolution adopted by the affirmative vote of a majority of the entire Board ofDirectors, such Board of Directors to be divided into such classes and elected by such stockholdersas have the right to vote thereon, for such terms as are provided in the Articles of Organization.Each director shall hold office until his successor shall have been elected and qualified, subjectto Article VI of these By-Laws. Whenever used in these By-Laws, the phrase “entire Board ofDirectors” shall mean that number of Directors fixed by the most recent resolution adopted pursuantto the preceding sentence prior to the date as of which a determination of the number of Directorsthen constituting the entire Board of Directors shall be
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relevant for any purpose under these By-Laws. Subject to the foregoing limitations and therequirements of the Articles of Organization, the Board of Directors may be enlarged by thestockholders at any meeting or by the affirmative vote of a majority of the entire Board ofDirectors then in office.     Nominations for the election of Directors may be made by the Board of Directors or a committeeappointed by the Board of Directors or by any stockholder entitled to vote generally in theelection of Directors. However, any stockholder entitled to vote generally in the election ofDirectors may nominate one or more persons for election as Directors at a meeting only if writtenNotice of such stockholder’s intent to make such nomination or nominations has been given, eitherby personal delivery or by United States mail, postage prepaid, to the Clerk of the corporation notlater than (1) with respect to an election to be held at an annual meeting of stockholders orspecial meeting in lieu of an annual meeting, sixty (60) days prior to the date for the annualmeeting set forth in the By-Laws and (2) with respect to an election to be held at a specialmeeting of stockholders not in lieu of an annual meeting, the close of business on the tenth (10th)day following the date on which notice of such meeting is first given to stockholders. Each suchNotice to the Clerk shall set forth (i) the name and addresses of the stockholder and his or hernominees; (ii) a representation that the stockholder is entitled to vote at such meeting andintends to appear in person or by proxy at the meeting to nominate the person or persons specifiedin the notice; (iii) a description of all arrangements or understandings between the stockholderand each such nominee; (iv) such other information as would be required to be included in a proxystatement soliciting proxies or the election of the nominees of such stockholder; and (v) theconsent of each nominee to serve as a director of the corporation if so elected. The corporationmay require any proposed nominee to furnish such other information
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as may reasonably be required by the corporation to determine the eligibility of such proposednominee to serve as a director of the corporation. The presiding officer of the meeting may, ifthe facts warrant, determine that a nomination was not made in accordance with the foregoingprocedure, and if he should so determine, he shall so declare to the meeting and the defectivenomination shall be disregarded.     No director need be a stockholder. Any election of directors by the stockholders shall be byballot if so requested by any stockholder entitled to vote thereon.     Section 4.2 Powers. The business of the Corporation shall be managed by the Board ofDirectors, which shall exercise all the powers of the Corporation except as otherwise required bylaw, by the Articles of Organization or by these By-Laws. In the event of one or more vacancies inthe Board of Directors, the remaining Directors, if at least two (2) Directors still remain inoffice, may exercise the powers of the full Board until such vacancy or vacancies are filled.     Section 4.3 Meetings of Directors. Regular meetings of the Directors may be heldwithout notice at such places and at such times as may be fixed from time to time by the Directors.A regular meeting of the Directors may be held without notice immediately following the AnnualMeeting of Stockholders or any Special Meeting held in lieu thereof.     Special Meetings of Directors may be called by the Chairman of the Board, the President, theTreasurer or any two (2) or more Directors, or if there shall be less than three (3) Directors byany one (1) Director, and shall be held at such time and place as specified in the Call.Reasonable notice of each special meeting of the Directors shall be given to each Director. Suchnotice may be given by the Secretary or Assistant Secretary of the Board, the Clerk or anyAssistant Clerk or by the officer or one of the Directors calling the meeting. Notice to aDirector
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shall in any case be sufficient if sent by telegram at least forty-eight (48) hours or by mailat least ninety-six (96) hours before the meeting addressed to him at his usual or last knownbusiness or residence address, or if given to him at least forty-eight (48) hours before themeeting in person or by telephone or by handing him a written Notice. Notice of a meeting need notbe given to any Director if a written Waiver of Notice, executed by him, before or after themeeting, is filed with the records of the meeting, or to any Director who attends the meetingwithout protesting prior thereto or at its commencement the lack of notice to him. A Notice orWaiver of Notice need not specify the purposes of the meeting.     Section 4.4 Quorum of Directors. At any meeting of the Directors, a quorum for anyelection or for the consideration of any question shall consist of a majority of the Directors thenin office. Whether or not a quorum is present any meeting may be adjourned from time to time by amajority of the votes properly cast upon the question, and the meeting may be held as adjournedwithout further Notice. When a quorum is present at any meeting, the votes of a majority of theDirectors present shall be requisite and sufficient for election to any office and shall decide anyquestion brought before such meeting, except in any case where a larger vote is required by law, bythe Articles of Organization or by these By-Laws.     Section 4.5 Consent in Lieu of Meeting and Participation in Meetings by CommunicationsEquipment. Any action required or permitted to be taken at any meeting of the Directors may betaken without a meeting if all the Directors consent to the action in writing and the writtenConsents are filed with the records of the meetings of the Directors. Such Consents shall betreated for all purposes as a vote of the Directors at a meeting.     Members of the Board of Directors or any Committee designated thereby may participate in ameeting of such Board or Committee by means of a conference telephone or similar
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communications equipment by means of which all persons participating in the meeting can heareach other at the same time and participation by such means shall constitute presence in person ata meeting.     Section 4.6 Committees. By vote of a majority of the Directors then in office, theDirectors may elect from their own number an Executive Committee or other Committees and may bylike vote delegate to any such Committee some or all of their powers except those which by law maynot be delegated.ARTICLE 5Officers     Section 5.1 Enumeration, Election and Term of Office. The officers of the Corporationshall include a President, a Treasurer and a Clerk, who shall be chosen by the Directors at theirfirst meeting following the Annual Meeting of the Stockholders. Each of them shall hold his officeuntil the next annual election to the office which he holds and until his successor is chosen andqualified or until he sooner dies, resigns, is removed or becomes disqualified.     The Directors may choose one of their number to be Chairman of the Board and determine hispowers, duties and term of office. The Directors may at any time appoint such other officers,including one or more Vice Presidents, Assistant Treasurers, Assistant Clerks, a Secretary of theBoard and an Assistant Secretary of the Board as they deem wise, and may determine their respectivepowers, duties and terms of office.     No officer need be a stockholder or a Director except that the Chairman of the Board shall bea Director. The same person may hold more than one office, except that no person shall be bothPresident and Clerk.
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     The Company may also designate individuals as divisional, group, or segment vice presidents orvice presidents of a particular function, which individual shall carry such title on anon-executive basis and not as executive officers of the Corporation. Said non-executive vicepresidents may be designated by the Board of Directors or by the President pursuant to Boardresolutions so-authorizing the President to appoint non-executive vice presidents on a particularoccasion or from time to time in his discretion, said honorary vice presidents to be titled “VicePresident (specific area of function)”.     Section 5.2 President and Chairman of the Board. The President shall be the ChiefExecutive Officer of the Corporation and, subject to the control and direction of the Directors,shall have general supervision and control of the business of the Corporation. He shall preside atall meetings of the stockholders at which he is present, and, if he is a Director, at all meetingsof the Directors if there shall be no Chairman of the Board or in the absence of the Chairman ofthe Board.     If there shall be a Chairman of the Board, he shall make his counsel available to the otherofficers of the Corporation, and shall have such other duties and powers as may from time to timebe conferred on him by the Directors. He shall preside at all meetings of the Directors at whichhe is present, and, in the absence of the President, at all meetings of stockholders.     Section 5.3 Treasurer and Assistant Treasurer. The Treasurer shall have the custodyof the funds and valuable books and papers of the Corporation, except such as are directed by theseBy-Laws to be kept by the Clerk or by the Secretary of the Board. He shall perform all otherduties usually incident to his office, and shall be at all times subject to the control anddirection of the Directors. If required by the Directors, he shall give bond in such form andamount and with such sureties as shall be determined by the Directors.
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     If the Treasurer is absent or unavailable, any Assistant Treasurer shall have the duties andpowers of Treasurer and shall have such further duties and powers as the Directors shall from timeto time determine.     Section 5.4 Clerk and Assistant Clerk. If the Corporation shall not have a residentagent appointed pursuant to law, the Clerk shall be a resident of the Commonwealth ofMassachusetts. The Clerk shall record all proceedings of the stockholders in a book to be kepttherefor. In case a Secretary of the Board is not elected, the Clerk shall also record allproceedings of the Directors in a book to be kept therefor.     If the Corporation shall not have a transfer agent, the Clerk shall also keep or cause to bekept the stock and transfer records of the Corporation, which shall contain the names of allstockholders and the record address and the amount of stock held by each.     If the Clerk is absent or unavailable, any Assistant Clerk shall have the duties and powers ofthe Clerk and shall have such further duties and powers as the Directors shall from time to timedetermine.     Section 5.5 Secretary of the Board and Assistant Secretary. If a Secretary of theBoard is elected, he shall record all proceedings of the Directors in a book to be kept therefor.     If the Secretary of the .Board is absent or unavailable, any Assistant Secretary shall havethe duties and powers of the Secretary and shall have such further duties and powers as theDirectors shall from time to time determine.     If no Secretary or Assistant Secretary has been elected, or if, having been elected, noSecretary or Assistant Secretary is present at a meeting of the Directors, the Clerk or anAssistant Clerk shall record the proceedings of the Directors.
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     Section 5.6 Temporary Clerk and Temporary Secretary. If no Clerk or Assistant Clerkshall be present at any meeting of the stockholders, or if no Secretary, Assistant Secretary, Clerkor Assistant Clerk shall be present at any meeting of the Directors, the person presiding at themeeting shall designate a Temporary Clerk or Secretary to perform the duties of Clerk or Secretary.     Section 5.7 Other Powers and Duties. Each officer shall, subject to these By-Laws andto the control and direction of the Directors, have in addition to the duties and powersspecifically set forth in these By-Laws, such duties and powers as are customarily incident to hisoffice and such additional duties and powers as the Directors may from time to time determine.ARTICLE 6Resignations, Removals and Vacancies      Section 6.1 Resignations. Any Director or officer may resign at any time bydelivering his resignation in writing to the President or the Clerk or to a meeting of theDirectors. Such resignations shall take effect at such time as is specified therein, or if no suchtime is so specified, then upon delivery thereof to the President or the Clerk or to a meeting ofthe Directors.     Section 6.2 Removals. Directors, including Directors elected by the Directors to fillvacancies in the Board, may be removed from office (a) with cause by vote of the holders of amajority of the shares issued and outstanding and entitled to vote generally in the election ofDirectors; (b) with or without cause by vote of the holders of at least 80% of the votes entitledto be cast by the holders of all shares of the corporation entitled to vote generally in theelection of Directors, voting together as a single class; (c) with cause by vote of a majority ofthe Directors then in office or (d) without cause by vote of at least 80% of the Directors then inoffice
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(including the Director to be removed in calculating said percentage); provided that theDirectors of a class elected by a particular class of stockholders may be removed only by vote ofthe holders of a majority of the shares of such class.     The Directors may terminate or modify the authority of any agent or employee. The Directorsmay remove any officer from office with or without assignment of cause by vote of a majority of theDirectors then in office.     If cause is assigned for removal of any Director or officer, such Director or officer may beremoved only after a reasonable notice and opportunity to be heard before the body proposing toremove him.     No Director or officer who resigns or is removed shall have any right to any compensation assuch Director or officer for any period following his resignation or removal, or any right todamages on account of such removal whether his compensation be by the month or by the year orotherwise; provided, however, that the foregoing provision shall not prevent such Director orofficer from obtaining damages for breach of any contract of employment legally binding upon thecorporation.     Section 6.3 Vacancies. Special Meeting of Stockholders     Any vacancy in the Board of Directors, including a vacancy resulting from an enlargement ofthe Board, may be filled by the Directors by vote of a majority of the remaining Directors then inoffice, though less than a quorum, or by the stockholders at a meeting called for the purposeprovided that any vacancy created by the stockholders may be filled by the stockholders at the samemeeting. Any Director elected in accordance with the preceding sentence shall hold office for theremainder of the full term of the class of Directors in which the new Directorship was created orthe vacancy occurred and until such Directors’ successor shall
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have been elected and qualified or until he sooner dies, resigns, is removed or becomesdisqualified.     If the office of any officer becomes vacant, the Directors may choose or appoint a successorby vote of a majority of the Directors present at the meeting at which such choice or appointmentis made.     Each such successor shall hold office for the unexpired term of his predecessor and until hissuccessor shall be chosen or appointed and qualified, or until he sooner dies, resigns, is removedor becomes disqualified.ARTICLE 7Indemnification of Directors and Others     Section 7.1 Definitions. For purposes of this Article 7:          (a) “Director/officer” means any person who is serving or has served as a Director, officer oremployee of the Corporation appointed or elected by the Board of Directors or the stockholders ofthe Corporation, or any Director, officer or employee of the Corporation who is serving or hasserved at the request of the Corporation as a Director, officer, trustee, principal, partner,employee or other agent of any other organization.          (b) “Proceeding” means any action, suit or proceeding, civil or criminal, brought orthreatened in or before any court, tribunal, administrative or legislative body or agency.          (c) “Expense” means any fine or penalty, and any liability fixed by a judgment, order, decreeor award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and anyprofessional fees and other disbursements reasonably incurred in connection with a Proceeding.
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     Section 7.2 Right to Indemnification. Except as limited by law or as provided inSections 7.3 and 7.4 of this Article 7, each Director/officer (and his heirs and personalrepresentatives) shall be indemnified by the Corporation against any Expense incurred by him inconnection with each Proceeding in which he is involved as a result of his serving or having servedas a Director/officer.     Section 7.3 Indemnification Not Available. No indemnification shall be provided to aDirector/officer with respect to a Proceeding as to which it shall have been adjudicated that hedid not act in good faith in the reasonable belief that his action was in the best interests of theCorporation.     Section 7.4 Compromise or Settlement. In the event that a Proceeding is compromisedor settled so as to impose any liability or obligation on a Director/officer or upon theCorporation, no indemnification shall be provided as to said Director/officer with respect to suchProceeding if such Director/officer shall have been adjudicated not to have acted in good faith inthe reasonable belief that his action was in the best interests of the Corporation.     Section 7.5 Advances. The Corporation shall pay sums on account of indemnification inadvance of a final disposition of a Proceeding upon receipt of an undertaking by theDirector/officer to repay such sums if it is subsequently established that he is not entitled toindemnification pursuant to Sections 7.3 and 7.4 hereof, which undertaking may be accepted withoutreference to the financial ability of such person to make repayment.     Section 7.6 Not Exclusive. Nothing in this Article 7 shall limit any lawful rights toindemnification existing independently of this Article 7.     Section 7.7 Insurance. The provisions of this Article 7 shall not limit the power ofthe Board of Directors to authorize the purchase and maintenance of insurance on behalf of any
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Director/officer against any Expense, whether or not the Corporation would have the power toindemnify him against such Expense under this Article 7.ARTICLE 8Stock     Section 8.1 Stock Authorized. The total number of shares and the par value, if any,of each class of stock which the Corporation is authorized to issue, and if more than one class isauthorized, the descriptions, preferences, voting powers, qualifications and special and relativerights and privileges as to each class and any series thereof, shall be as stated in the Articlesof Organization.     Section 8.2 Issue of Authorized Unissued Capital Stock. Any unissued capital stockfrom time to time authorized under the Articles of Organization and Amendments thereto may beissued, by vote of the Directors. No stock shall be issued unless the cash, so far as due, or theproperty, services or expenses for which it was authorized to be issued, has been actually receivedor incurred by, or conveyed or rendered to, the Corporation, or is in its possession as surplus.     Section 8.3 Certificates of Stock. Each stockholder shall be entitled to acertificate in such form as may be prescribed from time to time by the Directors, stating thenumber and the class and the designation of the series, if any, of the shares held by him. Suchcertificates shall be signed by the President or a Vice President and by the Treasurer or anAssistant Treasurer. Such signatures may be facsimiles if the certificate is signed by a transferagent, or by a registrar, other than a Director, officer or employee of the Corporation. In caseany officer who has signed or whose facsimile signature has been placed on such certificate shallhave ceased to be such
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officer before such certificate is issued, it may be issued by the Corporation with the sameeffect as if he were such officer at the time of its issue.     Every certificate issued by the Corporation for shares of stock at a time when suchshares are subject to any restriction on transfer pursuant to the Articles of Organization,the By-Laws or any agreement to which the Corporation is a party shall have the restrictionnoted conspicuously on the certificate and shall also set forth on the face or back of thecertificate either the full text of the restriction, or a statement of the existence ofsuch restriction and a statement that the Corporation will furnish a copy thereof to theholder of such certificate upon written request and without charge. Every stockcertificate issued by the Corporation at a time when it is authorized to issue more thanone class or series of stock shall set forth upon the face or back of the certificateeither the full text of the preferences, voting powers, qualifications and special andrelative rights of the shares of each class and series, if any, authorized to be issued, asset forth in the Articles of Organization, or a statement of the existence of suchpreferences, powers, qualifications and rights and a statement that the Corporation willfurnish a copy thereof to the holder of such certificate upon written request and withoutcharge. Notwithstanding anything to the contrary provided in these By-Laws and consistentwith Section 6.26 of the Massachusetts Business Corporation Act as now in effect andhereafter amended, the Board of Directors of the Corporation may authorize the issue ofsome or all of the shares of any or all of the classes or series without certificates. Theauthorization shall not effect shares already represented by certificates, until they aresurrendered to the Corporation, and by the approval and adoption of these By-Laws, theBoard of Directors has determined that all classes or series of the Corporation stock may
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be uncertificated shares, whether upon original issue, re-issuance or subsequenttransfer. Within a reasonable time after the issue or transfer of shares withoutcertificates, the Corporation shall send the shareholder a written statement of theinformation required on certificates by Sections (b) and (c) of Section 6.25 and, ifapplicable, Section 6.27 of the Massachusetts Business Corporation Act, as now in effectand from time to time amended.     Section 8.4 Replacement Certificate. In case of the alleged loss or destruction orthe mutilation of a certificate of stock, a new certificate may be issued in place thereof, uponsuch conditions as the Directors may determine.     Section 8.5 Transfers. Subject to the restrictions, if any, imposed by the Articlesof Organization, the By-Laws or any agreement to which the Corporation is a party, and unlessotherwise provided by the Board of Directors, shares of stock of the Corporation that arerepresented by a certificate shall be transferred on the books of the Corporation only by thesurrender to the Corporation or its transfer agent of the certificate representing such sharesproperly endorsed or accompanied by a written assignment of such shares or by a written power ofattorney to sell, assign or transfer such shares, properly executed, with necessary transfer stampsaffixed, and with such proof that the endorsement, assignment or power of attorney is genuine andeffective as the Corporation or its transfer agent may reasonably require. Shares of stock thatare not represented by a certificate shall be transferred or assignable on the stock transfer booksof the Corporation, by the holders submitting to the Corporation or its transfer agent, suchevidence of transfer and following such other procedures as the Corporation or its transfer agentmay reasonably require. Except as may otherwise be required by law, the Corporation shall beentitled to treat the record holder of stock as shown on its books as the
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owner of such stock for all purposes, including the payment of dividends and the right to votewith respect thereto, regardless of any transfer, pledge or other disposition of such stock, untilthe shares have been transferred on the books of the Corporation in accordance with therequirements of these By-Laws. It shall be the duty of each stockholder to notify the Corporationof his post office address.”     Section 8.6 Record Date. The Directors may fix in advance a time, which shall be notmore than sixty (60) days before the date of any meeting of stockholders or the date for thepayment of any dividend or the making of any distribution to stockholders or the last day on whichthe consent or dissent of stockholders may be effectively expressed for any purpose, as the recorddate for determining the stockholders having the right to notice of and to vote at such meeting andany adjournment thereof or the right to receive such dividend or distribution or the right to givesuch consent or dissent, and in such case only stockholders of record on such date shall have suchright, notwithstanding any transfer of stock on the books of the Corporation after the record date;or without fixing such record date .the Directors may for any such purposes close the transferbooks for all or any part of such period.     If no record date is fixed and the transfer books are not closed:          (1) The record date for determining stockholders having the right to notice of or to vote at ameeting of stockholders shall be at the close of business on the day next preceding the day onwhich notice is given.          (2) The record date for determining stockholders for any other purpose shall be at the closeof business on the day on which the Board of Directors acts with respect thereto.ARTICLE 9Miscellaneous Provisions 
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     Section 9.1 Execution of Papers. All deeds, leases, transfers, contracts, bonds,notes, releases, checks, drafts and other obligations authorized to be executed on behalf of theCorporation shall be signed by the President or the Treasurer except as the Directors may generallyor in particular cases otherwise determine.     Section 9.2 Voting of Securities. Except as the Directors may generally or inparticular cases otherwise determine, the President or the Treasurer may, on behalf of theCorporation (i) waive Notice of any meeting of stockholders or shareholders of any othercorporation, or of any association, trust or firm, of which any securities are held by thisCorporation; (ii) appoint any person or persons to act as proxy or attorney-in-fact for theCorporation, with or without substitution, at any such meeting; and (iii) execute instruments ofConsent to stockholder or shareholder action taken without a meeting.     Section 9.3 Corporate Seal. The seal of the Corporation shall be a circular die withthe name of the Corporation, the word “Massachusetts” and the year of its incorporation cut orengraved thereon, or shall be in such other form as the Board of Directors or the stockholders mayfrom time to time determine.     Section 9.4 Corporate Records. The original, or attested copies, of the Articles ofOrganization, By-Laws, and the records of all meetings of incorporators and stockholders, and thestock and transfer records, which shall contain the names of all stockholders and the recordaddress and the amount of stock held by each, shall be kept in Massachusetts for inspection by thestockholders at the principal office of the Corporation or at an office of the Clerk, or if theCorporation shall have a transfer agent or a resident agent, at an office of either of them. Saidcopies and records need not all be kept in the same office.
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ARTICLE 10Amendments     These By-Laws may be altered, amended or repealed or new By-Laws enacted by the affirmativevote of a majority of the entire Board of Directors (if notice of the proposed alteration oramendment is contained in the notice of the meeting at which such vote is taken or if all Directorsare present) or at any regular meeting of the stockholders (or at any special meeting thereof dulycalled for that purpose) by the affirmative vote of a majority of the shares. represented andentitled to vote at such meeting (if notice of the proposed alteration or amendment is contained inthe notice of such meeting).     Notwithstanding anything contained in the preceding paragraph of this Article X to thecontrary, either (i) the affirmative vote of the holders of at least eighty (80%) percent of thevotes entitled to be cast by the holders of all shares of the corporation entitled to votegenerally in the election of Directors, voting together as a single class, or (ii) the affirmativevote of a majority of the entire Board of Directors with the concurring vote of a majority of theContinuing Directors, voting separately and as a subclass of. Directors, shall be required toalter, amend or repeal or adopt any provision inconsistent with, Section 3.1 of Article III, —Section 4.1 of Article IV, Section 6.1 and Section 6.2 of Article VI and this paragraph of thisArticle X; provided however that (notwithstanding any action by the Board of Directors) if suchproposal is put to a vote of the stockholders and receives the affirmative vote of each holder ofat least 15% of the votes entitled to be cast by the holders of all shares of the corporationentitled to vote generally in the election of Directors, voting together as a single class (whichholders also held on May 15, 1989 at least 15% of the shares of the corporation entitled on thatdate to vote generally in the election of Directors), then such proposal shall require only theaffirmative vote of a majority of the
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shares represented and entitled to vote at such meeting. For purposes of this Article X, theterm “Continuing Director” shall have the meaning ascribed to it in Article 6 of the Articles ofOrganization of the corporation.
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