BY-LAWS





OF





SONESTA
INTERNATIONAL HOTELS CORPORATION





(Formerly
Hotel Corporation of America)





EFFECTIVE
AS OF APRIL 1, 1948





WITH
ALL AMENDMENTS TO OCTOBER 9, 2009





Certified
to be a true and correct copy





David
Rakouskas, Secretary








1


BY-LAWS





of





SONESTA
INTERNATIONAL HOTELS CORPORATION





ARTICLE
I





Offices





Section
1. Principal Office. The location of the principal office of the Corporation
shall be at 200 Clarendon Street, Boston, Massachusetts, or at such other place
as the Board of Directors may from time to time prescribe.





Section
2. Other Offices. The Corporation may, in addition to its principal office, have
offices at such other places, either within or without the State of New York, as
the Board of Directors may from time to time appoint.





ARTICLE
II





Meetings
of Stockholders





Section
1. Annual Meeting. A meeting of all holders of stock of the Corporation entitled
to vote shall be held in the month of May each year for the purpose of electing
a Board of Directors and for the transaction of such other business as may
properly come before the meeting. The meeting shall be called for such day,
which shall not be a legal holiday, and for such hour as shall be fixed by the
Board of Directors and set forth in the notice of the meeting.





Section
2. Special Meeting. Special meetings of stockholders, other than those regulated
by statute, may be called at any time by the Board of Directors, and it shall be
the duty of such Board to call such meeting forthwith whenever so requested in
writing directed to the Chairman of the Board or the President by the holders of
stock entitled to cast at least five percent (5%) of the votes of which the
holders of all outstanding stock in the aggregate are entitled, which request
shall state the purpose or purposes of the proposed meeting.





Section
3. Place of Meeting. Annual and special meetings of the stockholders shall be
held at such place as the Board of Directors may by resolution from time to time
determine.





Section
4. Notice of Meetings of Stockholders. A written or printed notice of every
meeting of stockholders, signed by the President or a Vice President, or the
Secretary or an Assistant Secretary, stating the purpose or purposes for which
the meeting is called and the time when and the place within the State whereit
is to be held, shall be served either personally or by mail, upon each
stockholder of record entitled to vote at such meeting, and upon each
stockholder of record, who by reason of any action proposed at such meeting
would be entitled to have his stock appraised if such action were taken, not
less than ten nor more than forty days before the meeting. If mailed, it shall
be directed to a stockholder at his address as it appears on the stock-book
unless he shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case it shall be mailed to the address designated in such request. No notice of
any adjourned meeting need be given other than by announcement of the time and
place of such adjournment at any meeting.





2


Section
5. Quorum. Except as otherwise provided by law or in the certificate of
incorporation, at all meetings of stockholders, the presence in person or by
proxy of the holders of record of stock of the Corporation entitled to cast
one-third of the votes to which the holders of all outstanding stock in the
aggregate are entitled to cast for any item of business, shall be necessary to
constitute a quorum for the transaction of such business. In the absence of a
quorum, the holders of stock, present in person or by proxy, entitled to cast a
majority of all votes which might be cast at such meeting by the stockholders
present in person or by proxy, may adjourn the meeting from time to time,
without further notice other than by announcement at the meeting, until the
holders of the amount of stock requisite to constitute a quorum shall be
present. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called if a quorum had been then present.





In the
event that the holders of any class of stock or any series of any class of stock
are entitled to vote separately as a class with respect to the transaction of
any business, the presence, in person or by proxy, of the holders of record of
one-third of the outstanding stock of such class or series, as the case may be,
shall be necessary to constitute a quorum of such class or series.





At any
meeting for the election of Directors, the absence of a quorum of the Preferred
Stock shall not prevent the election of the Directors to be elected by the
holders of the Common Stock and the absence of a quorum of the Common Stock
shall not prevent the election of the Directors to be elected by the holders of
the Preferred Stock, and in the absence of such quorum, either of the Preferred
Stock or of the Common Stock, a majority of the holders present, in person or by
proxy, of the class of stock which lacks a quorum, shall have power to adjourn
the meeting for the election of the Directors which they are entitled to elect,
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.





So long
as any Preferred Stock remains outstanding, the two directors to be elected by
the holders of Preferred Stock (and their successors) shall be designated as
Preferred Stock directors and their places on the Board shall be designated as
Preferred Stock directorships; the remaining directors (and their successors)
shall be designated as Common Stock directors and their places on the Board
shall be designated as Common Stock directorships.





Section
6. Order of Business. The order of business at each meeting of stockholders,
unless otherwise directed by such meeting by majority vote, shall be determined
by the presiding officer.





Section
7. Closing of Stock Transfer Books and Determination of Stockholders of Record.
The Board of Directors may from time to time prescribe a period, not exceeding
fifty days prior to the date of any meeting of stockholders or prior to the last
date on which the consent or dissent of stockholders may be effectively
expressed for any purpose without a meeting, or preceding the date fixed for the
payment of any dividend, the making of any distribution, or the allotment of
rights, or preceding the date when any change, conversion or exchange of capital
stock shall go into effect, during which no transfer of stock on the books of
the Corporation may be made; or in lieu of prohibiting the transfer of stock may
fix a time not more than fifty days prior to the date of any meeting of
stockholders or prior to the last date on which the consent or dissent of
stockholders may be effectively expressed for any purpose without a meeting or
preceding the date fixed for the payment of any dividend, the making of any
distribution or the allotment of rights, or preceding the date when any change,
conversion or exchange of capital stock shall go into effect, as the time as of
which stockholders entitled to notice of and to vote at such a meeting or whose
consent or dissent is required or may be expressed for any purpose as the case
may be, shall be determined, or as the time for the determination of the
stockholders entitled to receive any such dividend, distribution or rights or
participate in such change, conversion or exchange of capital stock; and only
such persons who are holders of record of voting stock at such time shall be
entitled to notice of and to vote at such meeting or to express their consent or
dissent as the case may be, and only stockholders
of record at the time so fixed shall be entitled to receive such dividend,
distribution or rights or participate in such change, conversion or exchange of
capital stock.


3





Section
8. Voting. (a) Except as otherwise provided by law or in the certificate of
incorporation and subject to the provisions of the By-laws with respect to the
closing of the transfer books and the fixing of a record date for the
determination of stockholders entitled to vote, at each meeting of stockholders
of the Corporation, the holders of record of stock entitled to vote shall be
entitled to one vote for each share of such stock held by them
respectively.





(b) Every
stockholder entitled to vote may vote in person or by proxy. All proxies shall
be in writing, signed by the stockholder or his duly authorized attorney, but no
proxy shall be valid after the expiration of eleven months from the date of its
execution unless the person executing it shall have specified therein its
duration.





(c) No
stock owned by the Corporation shall be voted, nor shall any stock so owned be
counted in determining the number necessary to constitute a quorum or whether a
quorum is present at any meeting.





(d) The
vote for directors, and upon the demand of any stockholder, the vote upon any
question before the meeting shall be by ballot; and except as otherwise provided
by law or by the certificate of incorporation, or by these By-laws, all matters
other than elections of directors shall be decided by a majority of the votes
cast and all elections of directors shall be decided as follows:  A
nominee for director shall be elected to the Board of Directors if the votes
cast “for” such nominee's election exceed the votes cast “withheld” or “against”
such nominee's election; provided, that directors shall be elected by a
plurality of the votes cast at any meeting of stockholders for which there are
more nominees for directors than there are director vacancies to be filled by
such nominees.





Section
9. Inspectors. At each meeting of the stockholders, the polls shall be opened
and closed, the proxies and ballots shall be received and be taken in charge,
and all questions touching the qualification of voters, the validity of proxies,
and the acceptance or rejection of votes shall be decided by two inspectors.
Such inspectors shall be appointed by the Board of Directors before the meeting,
or, if no such appointment shall have been made, then by the stockholders
present at the meeting, by a per capita vote. If, for any reason, any of the
inspectors appointed shall fail to attend, or refuse or be unable to serve,
inspectors in place of any so failing to attend, or refusing or unable to serve,
shall be appointed in like manner. Such inspectors, before entering upon the
discharge of their duties, shall be sworn faithfully to execute the duties of
inspectors at such meeting with


strict
impartiality, and according to the best of their ability, and the oath so taken
shall be subscribed by them.





ARTICLE
III





Board of
Directors





Section
1. Powers, Number and Term of Office. The property, business and affairs of the
corporation shall be managed and controlled by a Board of Directors, ten in
number, none of whom need be stockholders; provided, however, that within the
limits prescribed in the certificate of incorporation, the number of directors
may from time to time be increased, and the additional director or directors may
be elected, or the number of directors may from time to time be decreased, in
either case by resolution passed by the majority vote of the directors then in
office or such number may be increased or decreased by amendment of these
by-laws. The directors, except as otherwise provided in the certificate of
incorporation or the by-laws, shall be elected by ballot at the annual meeting
of the stockholders and shall continue in office until the next annual meeting
of stockholders and until their respective successors shall have been elected
and shall qualify, or until their death or until they shall resign or be removed
in the manner provided in Section 2 of this Article.


4







Section
2. Resignations and Removal. (a) Any director may resign at any time by giving
written notice of such resignation to either the Board of Directors, the
Chairman of the Board, the President, a Vice President, the Secretary or an
Assistant Secretary of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by any such officer.





(b) The
stockholders may, at any meeting called for that purpose, remove any director
for cause, by majority vote cast at said meeting, and may fill the vacancy
created by any such removal; provided, however, that any director elected by a
class vote, as provided in the certificate of incorporation, shall be removed,
and his vacancy filled, only by vote of the stockholders of the class by which
he was elected.





Section
3. Vacancies. Any vacancy occurring in the Board of Directors by reason of
death, resignation, or inability to serve, or the failure of the stockholders to
fill the vacancy caused by the removal of a director, or for any other cause,
may be filled by a majority vote of the remaining directors, provided a quorum
is present, at any special meeting called for that purpose or at any regular
meeting of the Board of Directors. Any such vacancy may also be filled by the
stockholders entitled to vote at any meeting held during the existence of such
vacancy, provided that the notice of such meeting shall have mentioned such
vacancy or expected vacancy. In the event that, because of a vacancy or
vacancies, the remaining directors are insufficient in number to constitute a
quorum, such vacancy or vacancies may be filled only by the stockholders
entitled to vote at a special meeting which shall be called forthwith by the
Board of Directors. If any vacancy shall occur by reason of the death,
resignation or otherwise of a director elected by a class vote and if such
vacancy is to be filled by vote of the stockholders, such vacancy shall be
filled only by vote of the stockholders of such class. If the number of
directors at any time authorized by the by-laws shall be increased by the
stockholders by amendment of the certificate of incorporation or the by-laws,
the additional directors authorized by such increase may be elected by vote of
the stockholders at the meeting authorizing such increase, or if not so elected,
such additional directors may be elected by unanimous vote of the directors then
in office.





Section
4. Organization Meetings of the Board of Directors. After each annual election
of Directors, the newly elected directors shall meet as soon as possible for the
purpose of organization, the election and appointment of officers and the
transaction of other business.





Section
5. Regular Meetings. Regular meetings of the Board of Directors shall be held at
such time and place (within or outside the State of New York) as the Board of
Directors shall from time to time designate, and the Board, in fixing the time
and place for holding such regular meetings, may provide that no notice thereof,
except for the first meeting held at such designated time and place, shall be
necessary; provided, however, that a copy of every resolution of the Board of
Directors fixing the time and place of such regular meetings shall be mailed to
every director at least five days prior to the first meeting held in pursuance
thereof.





Section
6. Special Meetings. Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board, the Chairman of the Executive
Committee, the President, or by three or more of the Directors then in office.
Special meetings of the Board of Directors shall be held at such place (within
or outside the State of New York) as shall be specified in the notice of
meeting.


5


Section
7. Notice of Meeting. The Secretary or an Assistant Secretary of the Corporation
shall give notice to each director of each regular meeting unless notice thereof
shall be dispensed with as provided in Section 5 of this Article, and of each
Special Meeting, by mailing the same, postage prepaid, or by cabling,
telegraphing or radioing the same at least five days before such meeting
directed to him at his last known address as it appears on the records of the
Corporation, or by personally telephoning or personal delivery of the same, not
later than two days before the day of such meeting. Such notice shall state the
time and place of the meeting.





Section
8. Quorum. The presence of a majority of the number of directors then authorized
by the By-laws shall be necessary and sufficient to constitute a quorum for the
transaction of business, but a majority of those present at any regular or
special meeting, if there be less than a quorum, may adjourn the same from time
to time without notice until a quorum be present. The act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise provided by law or by the
certificate of incorporation or by the By-laws. Any one or more members of the
Board or any Committee thereof may participate in a meeting of such Board or
Committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.





Section
9. Organization. At all meetings of the Board, the Chairman of the Board, or, in
his absence, the Chairman of the Executive Committee, the President or a Vice
President if he is a member of the Board, in that order, or, in the absence of
each such officer, any director chosen by the Board, shall preside. The
Secretary or an Assistant Secretary of the Corporation or, in the absence of the
Secretary and Assistant Secretary, a person chosen by the meeting shall act as
secretary thereof and shall keep a record of the proceedings of the
meeting.





Section
10. Order of Business. The order of business at each meeting of the Board of
Directors, unless otherwise directed by the affirmative vote of a majority of
the members of such Board present at such meeting, shall be determined by the
presiding officer.





Section
11. Compensation of Directors. The Board of Directors may determine the
compensation to be paid to directors for their services, and, in addition, may
provide for reimbursement of their expenses incident thereto. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity as a committee member, officer, agent or
otherwise and receiving compensation therefor.





Section
12. Unanimous Written Consent. Any action by the Board or any Committee thereof
may be taken without a meeting if the resolution and written consents thereto
are signed by all members of the Board or Committee and are filed with the
Record of the Meeting. Such consents shall be treated as a vote of the Board or
Committee for all purposes.


6








ARTICLE
IV





Executive
and Other Committees





Section
1. Executive Committee. The Board of Directors, by resolution passed by a
majority of the number of directors then authorized by the By-laws, may appoint
an Executive Committee of not less than three and not more than seven directors,
including the President, to serve at the pleasure of the Board, and may
designate one of the members as Chairman of the Committee. The members of the
Executive Committee shall hold office until the first meeting of the Board of
Directors after the next annual meeting of stockholders and until their
successors are elected or until they shall cease to be directors or until their
death or until they shall resign or be removed in the manner provided in Section
4 of this Article.





Section
2. Powers. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of the
Board of Directors in the management of the business, affairs and property of
the Corporation, in all cases where specific directions shall not have been
given by the Board of Directors, and shall have power to authorize the seal of
the Corporation to be affixed to all papers which may require it. See Section
712(a) New York Business Corporation Law.





Section
3. Procedure. The Executive Committee shall, subject to any direction by the
Board of Directors, fix its own rules of procedure and shall meet where and when
provided by such rules. The presence of a majority of the members of the
Executive Committee then in office shall be necessary to constitute a quorum and
the act of a majority of the members, but not less than two, present at any
meeting at which there is a quorum shall be the act of the Executive Committee.
All action by the Executive Committee shall be recorded in a minute book and
reported to the Board of Directors at the first regular meeting of the Board
held following any such action, or at any special meeting if so
requested.





Section
4. Resignation and Removal. Any member of the Executive Committee may resign at
any time by giving written notice of such resignation to either the Board of
Directors, the Chairman of the Board, the Chairman of the Executive Committee,
the President, a Vice President, the Secretary or an Assistant Secretary. Unless
otherwise specified therein, such resignation shall take effect upon receipt by
the Board or by any such officer. Any member of the Executive Committee may be
removed, either with or without cause, at any time by the affirmative vote of a
majority of the number of directors then authorized by the By-laws at any
meeting of the Board of Directors.





Section
5. Vacancies. If any vacancy shall occur in the Executive Committee by reason of
death, resignation, removal, disqualification or otherwise, the remaining
members, if not less than three, shall continue to act; and such vacancy or
vacancies may be filled at any meeting of the Board of Directors by resolution
passed by a majority of the number of directors then authorized by the
By-laws.





Section
6. Other Committees. The Board of Directors, by the affirmative vote of the
majority of the number of directors then authorized by the By-laws, may also
appoint other standing committees and special committees for any lawful purpose
or purposes. Such committees shall have such powers and duties as shall be
specified in the respective resolutions of appointment.


7


Section
7. Compensation. The Board of Directors may determine the compensation to be
paid for their services to members of any committee authorized by these By-laws,
and, in addition, may provide for reimbursement of their expenses incident
thereto. Nothing herein contained shall be construed to preclude any committee
member from serving the Corporation in any other capacity as a director,
officer, agent or otherwise and receiving compensation therefor.











ARTICLE
V





Officers





Section
1. Number. The officers of the Corporation shall consist of a Chairman of the
Board, a Chairman of the Executive Committee, a President, one or more Vice
Presidents (one of whom may be designated the Executive Vice President, if the
Board of Directors shall so determine), a Treasurer, a Secretary, and such
additional officers as may be elected or appointed in accordance with the
provisions of Section 3 of this Article, and may include a Vice Chairman of the
Board and/or a Chief Financial Officer (if the Board of Directors shall so
determine). The same person may hold concurrently any two or more offices,
except those of President and Vice President, but no officer shall sign any
documents in more than one capacity. All such officers, in the exercise and
discharge of their powers and duties, shall be subject to the control and
direction of the Board of Directors and the Executive Committee.





Section
2. Election, Term of Office and Qualifications. Each officer specifically
designated in Section 1 of this Article shall be chosen by the Board of
Directors and shall hold his office until his successor shall have been duly
chosen and qualified or until his death, resignation or removal. The Chairman of
the Board, the Vice Chairman of the Board (if any), the Chairman of the
Executive Committee and the President shall be and remain directors. No other
officer need be a director.





Section
3. Subordinate Officers. The Board from time to time may elect or appoint other
officers, including one or more Assistant Treasurers and one or more Assistant
Secretaries, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in these By-laws, or as the Board from
time to time may determine.





Section
4. Removal. All officers shall be subject to removal at any time, with or
without cause, by the affirmative vote of a majority of the directors then in
office.





Section
5. Resignations. Any officer may resign at any time by giving written notice
thereof to either the Board of Directors, the Chairman of the Board or of the
Executive Committee, the President, a Vice President, the Secretary, or an
Assistant Secretary. Unless otherwise specified therein, such resignation shall
take effect upon receipt thereof by the Board of Directors or such
officer.








8


Section
6. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled for the unexpired portion of
the term in the manner prescribed by these By-laws for the regular election or
appointment to such office.





Section
7. The Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board of Directors and at all stockholders' meetings, and shall
perform such other and further duties as the Board of Directors may from time to
time determine.





Section
8. The Chairman of the Executive Committee. The Chairman of the Executive
Committee shall preside at all meetings of the Executive Committee and, in the
absence of the Chairman of the Board and a Vice Chairman of the Board, shall
preside at all meetings of the Board of Directors and at all stockholders'
meetings, and shall perform such other and further duties as the Board of
Directors may from time to time determine.





Section
9. The President. The President, in the absence of the Chairman of the Board, a
Vice Chairman of the Board (is any) and the Chairman of the Executive Committee,
shall preside at all meetings of stockholders and of the Board of Directors at
which he is present. He shall have general charge of the property, business and
affairs of the Corporation. He shall also do and perform such other duties as
from time to time may be assigned to him by the Board of Directors.





Section
10. Vice President. Any Vice President, unless limited in his powers by the
Board of Directors, may, in the absence or inability of the President to act,
perform the duties and exercise the powers of the President and shall perform
such other duties as the President or the Board of Directors shall
prescribe.





Section
11. The Treasurer. The Treasurer shall have the custody and control of all of
the funds and securities of the Corporation, except as otherwise provided by the
Board of Directors, and shall be responsible for all monies and other property
of the Corporation in his custody, and shall perform all duties incident to the
office of Treasurer, and such other duties as may from time to time be assigned
to him by the Board of Directors. He shall render to the Chairman of the Board,
the Chairman of the Executive Committee, the President, the Chief Financial
Officer (if any), and directors at all regular meetings of the Board of
Directors or whenever any such officer or the Board of Directors may so require
a full statement of the financial condition of the Corporation.





Section
12. Assistant Treasurers. Any Assistant Treasurer shall, in the absence or
inability of the Treasurer to act, perform the duties and exercise the powers of
the Treasurer and shall perform such other duties as the President or the Board
of Directors shall prescribe.





Section
13. The Secretary. The Secretary shall keep minutes of all proceedings of the
Board of Directors and the Executive Committee and the minutes of all meetings
of the stockholders and shall record all the votes of the stockholders,
directors and members of the Executive Committee in books provided and kept for
that purpose; he shall extend to the giving and serving of all notices for the
Corporation; he shall have charge of the books and records of the Corporation;
he shall have custody of the seal of the Corporation and shall affix the same to
any instrument or document which requires the seal of the Corporation; and he
shall perform all the duties incident to the office of Secretary and such other
duties as may be assigned to him from time to time by the Board of
Directors.





Section
14. Assistant Secretary. Any Assistant Secretary shall, in the absence or
inability of the Secretary to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties as the President or the Board
of Directors shall prescribe.


9


Section
15. Salaries. The salaries of the officers shall from time to time be fixed by
the Board of Directors. No officer, employee or agent shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director of the Corporation.





Section  16.  Surety  Bonds.  The  Board  of  Directors  may  require  any
officer,  agent or employee of the Corporation to give security for
the faithful performance of his duties.





Section
17. Honorary Chairman of the Board. In addition to the Officers hereinbefore
provided for, the Board of Directors may appoint an Honorary Chairman of the
Board, who shall have such duties and authority consistent with his title, as
shall be assigned to him from time to time by the Board of
Directors.





Section
18. Vice Chairman of the Board. The Vice Chairman of the Board shall, in the
absence or inability of the Chairman of the Board to act, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors shall prescribe.





Section
19. Chief Financial Officer. The Chief Financial Officer shall supervise the
performance of the Treasurer's duties and be responsible for the financial
affairs of the Corporation, and otherwise perform such duties as may from time
to time be assigned to him by the Board of Directors.








ARTICLE
VI





Reimbursement
and Indemnification of Directors,


Officers
and Employees





Section
1. Reimbursement. Each director, officer and employee of the Corporation shall
be entitled to reimbursement for his reasonable expenses incurred in connection
with his attention to the affairs of the Corporation, including attendance at
meetings.





Section
2. (a) Indemnification. The Corporation shall indemnify any person made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, including an action by or in the right of any corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation (such
requests to serve an employee benefit plan being further described in the
Business Corporation Law of the State of New York), by reason of the fact that
he, his testator or intestate, was a director or officer of the Corporation, or
served such other corporation, partnership, joint venture, trust employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal thereof, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or, in the case of service for
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the Corporation
and, in criminal actions or proceedings, in addition, had not reasonable cause
to believe that his conduct was unlawful, such indemnification be made to the
full extent permitted under the Business Corporation Law of the State of New
York ("Business Corporation Law").


10





(b)
Expenses incurred in defending a civil or criminal action or proceeding may be
paid by the Corporation in advance of the final disposition of such action or
proceeding, subject to the provisions of the Business Corporation Law regarding
the repayment of such advances where the person receiving such advancement or
allowance is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced by the
Corporation or allowed by the court exceed the indemnification to which he is
entitled.





(c) If,
under this article, any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders,
the Corporation shall, not later than the next annual meeting of shareholders
unless such meeting is held within three months from the date of such payment,
and, in any event, within fifteen months from the date of such payment, mail to
its shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.





(d)
Subject to limitations or restrictions described in the Business Corporation
Law, the Corporation shall have the power to purchase and maintain
insurance:





(1) To
indemnify the Corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of this article,
and





(2) To
indemnify directors and officers in instances in which they may be indemnified
by the Corporation under the provisions of this article, and





(3) To
indemnify directors and officers in instances in which they may not otherwise be
indemnified by the Corporation under the provisions of this article provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the superintendent of insurance of the State of New York, for a
retention amount and for co insurance.





(e) The
Corporation shall, within the time and to the persons provided in paragraph (c),
above, mail a statement in respect of any insurance it has purchased or renewed
under section (d) specifying the insurance carrier, date of the contract, cost
of the insurance, corporate positions insured, and a statement explaining all
sums, not previously reported in a statement to shareholders, paid under any
indemnification insurance contract.








11


ARTICLE
VII





Capital
Stock





Section
1. Certificates of Stock. Every stockholder of the Corporation shall be entitled
to a certificate or certificates, signed by the President or a Vice President
and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and sealed with the seal of the Corporation, certifying the number and
class of shares of the stock of the Corporation owned by him; provided, however,
that where such certificates are signed by a transfer agent or a transfer clerk
and by a registrar, the signature of any President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case
any such officer who has signed or whose facsimile signature has been placed
upon any such certificate shall have ceased to be such officer before such
certificate is issued, such certificate may be issued by the Corporation with
the same effect as if such officer had not ceased to be such at the date of its
issue. The seal of the Corporation on the certificate may be a printed or
engraved facsimile thereof. The certificates of shares of the stock of the
Corporation, whether temporary or definitive, shall be in such form as shall be
approved by the Board of Directors. The certificates for shares of stock shall
be consecutively numbered and the names and addresses of all persons owning
shares of capital stock of the corporation, with the number of shares owned by
each and the date or dates of issue of the shares of stock held by each, shall
be entered in books kept for that purpose by the proper officers or agents of
the Corporation.





Section
2. Lost or Destroyed Certificates. Any person claiming that a certificate of
stock has been lost or destroyed shall make an affidavit or affirmation of that
fact, and shall, if required by the Board of Directors, advertise the same in
such manner as the Board of Directors may require, and shall give the
corporation and its transfer agents and registrars, if any, a bond of indemnity,
in an amount and form approved by the Board of Directors and with one or more
sureties satisfactory to the Board of Directors, to indemnify the Corporation
and its transfer agents and registrars, if any, against any liability or expense
which may be incurred by reason of the original certificate remaining
outstanding; whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to have been lost or destroyed; but
always subject to the approval of the Board of Directors and, if required by the
Board, a final order or decree of a court of competent jurisdiction adjudicating
the right of any such person to receive a new certificate shall be obtained by
such person. A new certificate may be issued without requiring any bond when, in
the judgment of the Board of Directors, it is proper so to do.





Section
3. Transfers of Shares of Stock. Shares of stock shall be transferable on the
books of the Corporation by the holder of record thereof or by his attorney
thereunto duly authorized but only upon the surrender and cancellation of the
certificate or certificates therefor. Except in cases of lost or destroyed
certificates, and in such cases only after conforming to the requirements of
Section 2 of this Article, no new certificates shall be issued until the former
certificates for the shares represented thereby shall have been surrendered and
cancelled. The corporation, and its transfer agents or clerks and registrars, if
any, shall be entitled to treat the owner of record of any share or shares of
stock as the owner in fact thereof and accordingly shall not be bound to
recognize any equitable or other claim to or interest in, such share or shares
on the part of any other person, whether or not it has actual or other notice
thereof, except as expressly provided by the laws of the State of New
York.


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Section
4. Regulations. Subject to the provisions of this Article, the Board of
Directors shall have the power and authority to make such regulations as it may
deem expedient concerning the issue, transfer and registration of a
stock.





Section
5. Transfer Agent and Registrar. The Board of Directors may appoint one or more
transfer agents or one or more registrars, or both, and may require all
certificates to bear the signature of either or both. The Corporation may, if so
provided by the Board of Directors, act as its own transfer agent or
registrar.








ARTICLE
VIII





Dividends





Section
1. Dividends. Subject to the provision of the laws of the State of New York and
the certificate of incorporation, the Board of Directors in its discretion from
time to time may declare dividends upon the stock of the Corporation out of the
surplus of the Corporation.





ARTICLE
IX





Contracts,
Instruments, Checks, etc.





Section
1. Execution of checks, drafts, etc. All checks, drafts, orders for the payment
of money, notes or other evidence of indebtedness shall be signed by such
officer or officers or other persons as the Board of Directors may from time to
time designate.





Section
2. Loans. No loan shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name unless authorized by the vote of
the Board of Directors. When authorized by the Board of Directors so to do, any
officer or agent of the Corporation may effect loans and advances at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation. Such authority may be general or confined to
specific instances.





Section
3. Proxies. Proxies to vote with respect to shares of stock of other
corporations owned by or standing in the name of this Corporation may be
executed and delivered from time to time on behalf of this Corporation by the
Chairman of the Board, the President or a Vice President and the Secretary or an
Assistant Secretary of this Corporation or by any person or persons thereunto
authorized by the Board of Directors.





13





ARTICLE
X





[Eliminated
by approval of stockholders at Meeting held November 9, 2004]





.





ARTICLE
XI





Notices
and Waivers





Section
1. Notices. Unless otherwise in these By-laws provided, any notice required to
be given under these By-laws may be given by mailing the same, postage prepaid,
or by prepaid telegram, radiogram or cable, addressed to the person entitled
thereto at his last known address as it appears on the books of the Corporation,
unless such person shall have designated in writing some other address to which
such notices are to be sent, in which case such notice shall be directed to him
at the address so designated. Such notice shall be deemed to be given at the
time of such mailing, telegraphing, radiographing or cabling.





Section
2. Waiver of Notice. Whenever under the provisions of any law or under the
provisions of the certificate of incorporation or these By-laws, the Corporation
or the Board of Directors or any committee thereof is authorized to take any
action after notice to its stockholders or members or after the lapse of a
prescribed period of time, such action may be taken without notice and without
the lapse of any period of time, if at any time before or after such action be
completed, such requirements be waived in writing (which shall include
telegraphing, radioing and cabling) by the person or persons entitled to said
notice or entitled to participate in the action to be taken or, in the case of a
stockholder, by his attorney thereunto authorized.








ARTICLE
XII





Miscellaneous





Section
1. The seal of the Corporation shall be circular in form, with the words
"Sonesta International Hotels Corporation" in the circumference thereof and in
the center of said seal the words "Incorporated in New York". Said seal shall be
in the charge of the Secretary, to be used as directed by the Board of Directors
so far as may be permitted by law, and shall be subject to change by the Board
of Directors.





Section
2. Fiscal  Year.  The fiscal  year of
the  Corporation  shall  begin and end on such
dates as shall be determined by the Board of Directors.





Section
3. Books of the Corporation. The books of the Corporation (except as otherwise
at any time may be required by law) shall be kept at such place or places within
or without the State of New York as the Board of Directors may from time to time
determine.





Section
4. Inspection of Books. The Board of Directors may from time to time determine
whether and to what extent and at what times and places, and under what
conditions and regulations, the accounts and books of the Corporation, or any of
them, shall be open to the inspection of the stockholders, and no stockholder
shall have any right to inspect any document, book or account of the Corporation
except as conferred by statute, unless authorized by resolution of the
stockholders or the Board of Directors.


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Section
5. Definitions. In these By-laws, the term "certificate of incorporation" shall
mean the certificate of consolidation forming Hotel Corporation of America, as
amended by any certificates filed pursuant to law, and the term "By-laws" shall
mean these By-laws and any amendments thereof.





ARTICLE
XIII





Amendments





The Board
of Directors, by vote of a majority of the number of directors then authorized
by the By-laws, shall have power to make, alter, amend and rescind any By-law or
By-laws, and any By-laws made by the Board of Directors may be altered, amended
or rescinded by the stockholders at any annual meeting or at any special meeting
of stockholders, provided that notice of any proposed By-laws or the proposed
alteration, amendment, or rescission be contained in the notice of the
stockholders' meeting. The annual report to stockholders, or any proxy statement
in connection with any annual meeting, shall include a concise statement of all
changes in the By-laws made by the Board of Directors since the preceding annual
meeting.








15