University of Michigan Alumni Association

Club Bylaws

ARTICLES OF ORGANIZATION

(Massachusetts General Laws, Chapter 180)

ARTICLE I

The exact name of the corporation is:

The University of Michigan Club of Greater Boston, Inc.

ARTICLE II

The purpose of the corporation is to engage in the following activities:

The corporation is organized and at all times operated exclusively for educational, pleasure, recreation and other similar nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, as amended, or the corresponding section of any future federal tax code (the "Code"), and Section 4 of Chapter 180 of the Massachusetts General Laws, as amended ("Chapter 180"). Without limiting the generality of the foregoing, the principal activities of the corporation shall be to foster a spirit of loyalty and fraternity among the graduates and current students of The University of Michigan; to effect united action in promoting the general welfare of The University of Michigan as an educational institution; to create closer fellowship among the alumni and students of The University of Michigan; to serve as a liaison between students graduating from secondary schools in the greater Boston area and The University of Michigan; to award scholarships to continuing students from the greater Boston area pursuing their undergraduate degrees at The University of Michigan; to sponsor educational programs for alumni of The University of Michigan; and to support charitable activities in the greater Boston area.

ARTICLE III

Classes of Members
The corporation shall have two (2) classes of members: regular members and associate members. Regular membership shall be limited to those persons who have received at least one degree from a degree-granting program at The University of Michigan or have been designated by The University of Michigan Alumni Association as Honorary Alumni or granted an Honorary Degree by the Regents of The University of Michigan. Associate membership shall be limited to those who do not qualify for regular membership status but have shown an active and vital interest in both The University of Michigan and the corporation who have been accepted as associate members into The University of Michigan Alumni Association. Such associate members shall include, but not be limited to, spouses of alumni, parents of students and alumni of The University of Michigan and faculty and staff of The University of Michigan. Only regular members of the corporation are eligible to hold director or officer positions in the corporation. Both regular and associate members of the corporation must pay the appropriate dues to The University of Michigan Alumni Association.

Termination of Membership
The Board of Directors (the "Board") of the corporation may censure, suspend or expel any member for good cause after a fair hearing by an affirmative vote of two-thirds (2/3) of the Board. Grounds for censure, suspension or expulsion include dishonest or illegal conduct, financial irresponsibility, unfit behavior or any action that the Board considers detrimental to the corporation. Any member may be expelled for failure to pay the appropriate dues to The University of Michigan Alumni Association.

Reinstatement of Membership
Upon the written request from a censured, suspended or expelled member of the corporation to the Clerk of the corporation, the Board and officers of the corporation may, by an affirmative vote of two-thirds (2/3) of said Board and officers, reinstate such censured, suspended or expelled member to membership upon such terms and conditions as the Board deems appropriate in its sole discretion. Any member expelled for failure to pay the appropriate dues to The University of Michigan Alumni Association shall be automatically reinstated upon the Board’s receipt of written confirmation from The University of Michigan Alumni Association that such expelled member has paid the appropriate dues.

ARTICLE IV

Powers
The corporation shall have and may exercise in furtherance of its corporate purposes all of the powers specified in Section 9 of Chapter 156B of the Massachusetts General Laws (except the power specified in paragraph (m) thereof), and the powers specified in Sections 9A and 9B of said Chapter 156B, provided that no such power shall be exercised in a manner inconsistent with Chapter 180 or any other provision of the Massachusetts General Laws or in a manner which would adversely affect the corporation’s exemption from taxation under the Code.

Limitation of Liability
No officer or director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that this Article shall not eliminate or limit the liability of an officer or director (i) for any breach of the officer’s or director’s duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit; and provided further than such limitation shall be effective only to the extent that the corporation’s exemption from taxation under the Code is not adversely affected thereby. No amendment or appeal of this Article shall adversely affect the rights and protection afforded to an officer or director of the Corporation under this Article for acts or omissions occurring prior to such amendment or appeal.

Transactions with Interested Persons
Unless entered into in bad faith, no contract or transaction by the corporation shall be void, voidable or in any way affected by reason of the fact that it is with an Interested Person. For the purposes of this Article 4.c., "Interested Person" means any person or organization in any way interested in the corporation whether as an officer, director, member, employee or otherwise, and any other entity in which any such person or organization or the corporation is in any way interested. Unless such contract or transaction was entered into in bad faith, no Interested Person, because of such interest, shall be liable to the corporation or to any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction, provided that the material aspects of the contract or transaction and the interest of the Interested Person were disclosed or known to the Board or a committee thereof which authorized the contract or transaction, and provided, further, that the Interested Person reasonably believed the contract or transaction to be in the best interests of the corporation. The provisions of this Article 4.c. shall be operative notwithstanding the fact that the presence of an Interested Person was necessary to constitute a quorum at a meeting of directors or members of the corporation at which such contract or transaction was authorized or that the vote of an Interested Person was necessary for the authorization of such contract or transaction, but shall be inoperative to the extent that the corporation’s exemption from taxation under the Code would be adversely affected thereby.

Amendment of Articles of Organization
As provided in Section 7 of Chapter 180, the Articles of Organization of the corporation may be amended by a two-thirds (2/3) vote of the members in good standing, voting at either an Annual Meeting of the corporation or at any other meeting duly called for such purpose by the Board for which notice has been provided pursuant to Section 6B of Chapter 180.

Amendment of By-Laws.
The By-laws may provide that the members or the Board may make, amend or repeal the By-laws of the corporation.

Restrictions on Activities
No part of the assets or net earnings of the corporation shall be divided among or inure to the benefit of any officer, director or member of the corporation or any private individual, or be appropriated for any purposes other than the purposes of the corporation as herein set forth. No contribution shall be made by the corporation for other than educational, pleasure, recreation and other similar nonprofitable purposes, and no substantial part of the activities of the corporation shall be or include the carrying on of propaganda or otherwise attempting to influence legislation; and the corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles of Organization, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(7) of the Code, or the corresponding section of any future federal tax code, or (b) by a corporation organized under Chapter 180. It is intended that the corporation shall be exempt from federal income tax under the Code and that all provisions of these Articles of Organization be interpreted and exercised consistently therewith.

Restrictions on Disposition of Assets
In the event of the dissolution or liquidation of the corporation, after payment or provision for the payment of all liabilities of the corporation, all of the assets of the corporation shall be distributed to The University of Michigan. Any assets not disposed of in this manner by the corporation shall be distributed in accordance with an order of a court of competent jurisdiction in the county where the principal office of the corporation is located, exclusively for such purposes or to such organizations as said court shall determine, provided that such organizations shall have similar purposes and be exempt from taxation under the provisions of Section 501(c)(3) or Section 501(c)(7) of the Code.

(Filed with the Secretary of the Commonwealth of Massachusetts on June 13, 2002).

BY-LAWS OF THE UNIVERSITY OF MICHIGAN CLUB OF GREATER BOSTON, INC.

Article I—Directors

Powers and Duties. Together with the Officers, the Board of Directors may exercise all of the powers of The University of Michigan Club of Greater Boston, Inc. (the "Corporation") and shall be responsible for establishing its policies and supervising the direction and management of its affairs, except as otherwise provided by law, by the Articles of Organization or by these By-laws. Together with the Officers, the Board of Directors may act on any matter, notwithstanding the existence of one or more vacancies in the Board.

Number and Election. A Board of Directors of not less than five (5) and not more than twenty-three (23) persons shall be elected by the members at the annual meeting or at any special meeting held for such purpose, or if there are no members then by the Board of Directors at any meeting held for such purpose. The members or Board of Directors, as applicable, shall at such meeting determine the number of directors to be elected, but in the absence of a determination, the number to be elected shall be the same as the number of directors then in office. The number of directors may be increased or decreased by the directors at any meeting by vote of a majority of the directors then in office.

Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, directors shall hold office for a term of two (2) years. Notwithstanding the foregoing, no director shall hold office for more than three (3) successive terms.

Resignation. Any director may resign by delivering his written resignation to the Corporation to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Removal. A director may be removed from office (a) with or without cause by vote of a majority of members or directors entitled to vote in the election of directors, or (b) for cause by vote of a majority of the directors then in office. A director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him or her.

Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the Board of Directors, may be filled by the members or by the Board of Directors. A director elected on account of a vacancy resulting from the resignation or removal of a director shall serve for the balance of such term. In lieu of filling any such vacancy, the members or the Board of Directors may reduce the number of directors; provided, however, that the number of directors constituting the Board of Directors shall at all times comply with Section 2 of this Article I.

Meetings. Regular meetings of the directors may be held without notice at such time, date and place as the directors may from time to time determine; provided, however, that any director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the directors may be held without notice at the same place as the annual meeting of members following such meeting. Special meetings of the directors may be called, orally or in writing, by the President, by the Treasurer or by two (2) or more directors, in each case designating the time, date and place thereof.

Notice of Meetings. Notice of the time, date and place of all special meetings of the directors shall be given to each director by the President, by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by the officer or one of the directors calling the meeting. Notice shall be given to each director by delivery of such notice in person or by telephone at least twenty-four (24) hours in advance of the meeting, or by written notice mailed or faxed to his or her business or home address or e-mailed to the e-mail address on file with the Corporation at least forty-eight (48) hours in advance of the meeting. Notice need not be given to any director if a written waiver of notice, executed by such director before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a meeting of the directors need not specify the purposes of the meeting.

Quorum. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum. Directors constituting less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice.

Action at Meeting. At any meeting of the directors at which a quorum is present, a majority of the directors present may take any action on behalf of the directors, unless a larger number is required by law, by the Articles of Organization or by these By-laws.

Action by Consent. Any action to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting of the directors.

Committees.
The Board of Directors may elect from its members an Executive Committee or other committees and may delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these By-laws may not be delegated. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the directors. All members of such committees shall hold such offices at the pleasure of the directors, and the directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the directors.

In addition to the committees listed below, the President, together with a simple majority vote of the Board, may add any number of standing or temporary committees the President and Board deem appropriate in their discretion. As of the date hereof, the Board has delegated the following powers and duties to the following committees and their chairpersons:
Nominating Committee. The Vice President shall serve as the chairperson of the nominating committee. The other members of the committee shall include at least two (2) other Board members. In consultation with the President, the duty of the committee shall be to nominate candidates to fill vacant positions on the Board which occur during the fiscal year and to prepare a slate of nominees of persons to serve as Directors and Officers of the Corporation, for (a) the Board’s approval prior to the annual meeting of the Corporation, and (b) the members’ approval at the annual meeting of the Corporation.

Scholarship and Recruiting Committee. The scholarship and recruiting committee shall interview all candidates in the greater Boston area for scholarships or any other financial aid as required by The University of Michigan, distribute, review and approve applications for the J. Lee Steffenhagen Scholarship Fund, select a continuing student at The University of Michigan from the greater Boston area as the recipient(s) of said scholarship annually, coordinate the distribution of information regarding The University of Michigan to prospective students in the greater Boston area and coordinate an annual picnic for first-year students from the greater Boston area entering The University of Michigan.

Programming Committee. The programming committee shall plan social events for the members of the Corporation and coordinate notification of such events to the members of the Corporation. At least one representative of this committee shall attend all social events of the Corporation.

Membership Committee. The membership committee shall promote membership in the Corporation, maintain the Corporation’s database of current members, directors and officers and coordinate the annual production of a directory of members of the Corporation.
In addition to the foregoing duties, the chairperson of each committee listed above and of any committee hereafter added shall submit an annual budget in writing to the Treasurer by August 31 of each year; the Board shall reject, approve or approve with modifications such budgets at its September meeting.

Participation by Conference Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of the board or of a committee by means of a conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

Sponsors. Benefactors, Friends, etc. The Board of Directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the Corporation, or such other title as the directors may determine. Unless the Board of Directors otherwise determines, such persons shall serve in an honorary capacity and shall have no rights and responsibilities with respect to the Corporation, including without limitation any right to notice of, or to vote at, any meeting of the members or directors.
Article II—Officers

Powers and Duties. Together with the Board of Directors, the Officers may exercise all of the powers of the Corporation and shall be responsible for establishing its policies and supervising the direction and management of its affairs, except as otherwise provided by law, by the Articles of Organization or by these By-laws. Together with the Board of Directors, the Officers may act on any matter, notwithstanding the existence of one or more vacancies in the Board.

Number and Election. The officers of the Corporation shall consist of a President, a Vice President, a Treasurer, a Clerk and such other officers, including one or more Vice Presidents, Assistant Treasurers, Assistant Clerks or a Secretary, as the Board of Directors may determine. The President, Vice President, Treasurer and Clerk shall be elected annually by the members at the annual meeting or at any special meeting held for such purpose, or if there are no members then by the Board of Directors at any meeting held for such purpose. No more than two (2) additional officers may be chosen by the directors at the first meeting of the directors following the annual meeting of members or at any other meeting of the directors.

Qualification. Any two (2) or more offices may be held by any person. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the directors may determine.

Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, the President, Vice President, Treasurer and Clerk shall hold office until the first meeting of the directors following the next annual meeting of members, or if there are no members then at any meeting of the directors held for such purpose, and in each case until their respective successors are qualified and elected; and all other officers shall hold office until the first meeting of the directors following the next annual meeting of members, or if there are no members then at any meeting of the directors held for such purpose, and in each case until their successors are chosen and qualified, or for such shorter term as the directors may fix at the time such officers are chosen. Notwithstanding the foregoing, no director shall hold office for more than six (6) successive terms.

Resignation. Any officer may resign by delivering his or her written resignation to the Corporation at its principal office or to the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Removal. The directors may remove any officer with or without cause by a vote of a majority of the directors then in office; provided, however, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the directors.

Vacancies. Any vacancy in any office may be filled for the unexpired portion of such term by the directors.

Executive Director. If the Board of Directors employs an Executive Director and appoints such person as the chief executive officer of the Corporation, subject to the directions of the Board of Directors, such person shall have general charge and control of the affairs of the Corporation, including, but not limited to, the selection and employment of the Corporation’s staff. The Executive Director shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the office of Executive Director, the President or another member of the staff designated by the Board of Directors shall serve as chief executive officer of the Corporation.

President and Vice President. The President shall preside when present at all meetings of the members and the Board of Directors, and he or she shall be an ex officio member of all committees. The President shall be responsible for general supervision of the affairs of the Corporation, subject to the directions of the Board of Directors, including the employment and supervision of the Executive Director, and he or she shall have such other powers and perform such other duties as the directors from time to time may designate.
The Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. Unless the Board of Directors otherwise determines, the Vice President shall have the powers and responsibilities of the President in the absence or incapacity of the latter.

Treasurer. The Treasurer shall be responsible for general supervision of the financial affairs of the Corporation, subject to the directions of the Board of Directors, including supervision of the financial duties of the Executive Director. The Treasurer shall be responsible for custody of the funds, securities and valuable papers of the Corporation and shall cause it to keep accurate books of account. The Treasurer shall cause the preparation of monthly financial statements, an annual financial statement and an annual budget for presentation to the Board of Directors and such interim financial statements and budgets as are needed. He or she shall perform such other duties and have such other powers as the directors may from time to time designate.

Clerk. The Clerk shall keep a record of the meetings of members and directors. In the absence of the Clerk from any such meeting, a Temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk.

Additional Officers. In addition to the officers required by these By-laws, the Board of Directors may appoint from time to time up to two (2) additional officers and agents of the Corporation, who need not be members of the Board of Directors, and who shall have such titles, powers and duties as shall be prescribed by the Board of Directors.
Article III—Indemnification

Definitions. For purposes of this Article:
A "Director" or "Officer" means any person serving as a director of the Corporation or in any other office filled by appointment or election by the directors and also includes (i) a Director or Officer of the Corporation serving at its request as a director, officer, employee, trustee, partner or other agent of another organization, and (ii) any person who formerly served as a Director or Officer;

"Expenses" means (i) all expenses (including attorneys’ fees and disbursements) actually and reasonably incurred in defense of a Proceeding, in being a witness in a Proceeding, or in successfully seeking indemnification under this Article, (ii) such expenses incurred in connection with a Proceeding initiated by a Director or Officer as may be approved by the Board of Directors, and (iii) any judgments, awards, fines or penalties paid by a Director or Officer in connection with a Proceeding or reasonable amounts paid in settlement of a Proceeding; and

A "Proceeding" means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, and any claim which could be the subject of a Proceeding.

Right to Indemnification. Except as limited by law or by Section 6 of Chapter 180 of the Massachusetts General Laws and to the extent that the Corporation’s exemption from federal taxation is not adversely affected thereby, the Corporation may indemnify its Directors and Officers against all Expenses incurred by them in connection with any Proceeding in which they are involved as a result of their service as a Director or Officer, except that (i) no indemnification shall be provided for any Director or Officer regarding a matter as to which it shall be determined pursuant to Section 5 of this Article or adjudicated by a decision-making body having jurisdiction that he or she did not act in good faith and in the reasonable belief that his or her action was in the best interests of the Corporation, or with respect to a criminal matter, that he or she had reasonable cause to believe that his or her conduct was unlawful, and (ii) no indemnification shall be provided for any Director or Officer with respect to any Proceeding by or in the right of the Corporation or alleging that a Director or Officer received an improper personal benefit if he or she is adjudged liable to the Corporation in such Proceeding or, in the absence of such an adjudication, if he or she is determined to be ineligible for indemnification under the circumstances pursuant to Section 5 of this Article.

Settled Proceedings. If a Proceeding is compromised or settled in a manner which imposes any liability or obligation upon a Director or Officer, no indemnification shall be provided to him or her with respect to such Proceeding if it is determined pursuant to Section 5 of this Article on the basis of the circumstances known at that time (without further investigation) that said Director or Officer is ineligible for indemnification.

Advance Payments. Except as limited by law, Expenses incurred by a Director or Officer in defending any Proceeding may be paid by the Corporation to said Director or Officer in advance of final disposition of the Proceeding upon receipt of his or her written undertaking to repay such amount if he or she is determined pursuant to Section 5 of this Article or adjudicated by a decision-making body having jurisdiction to be ineligible for indemnification, which undertaking shall be an unlimited general obligation but need not be secured and may be accepted without regard to the financial ability of such person to make repayment; provided, however, that no such advance payment of Expenses shall be made if it is determined pursuant to Section 5 of this Article on the basis of the circumstances known at that time (without further investigation) that said Director or Officer is ineligible for indemnification.

Determinations; Payments. The determination of whether a Director or Officer is eligible or ineligible for indemnification under this Article and the amount of indemnification to be paid shall be made in each instance by (a) a majority of the directors or a committee thereof who are not parties to the Proceeding in question, (b) independent legal counsel appointed by a majority of such directors, or if there are none, by a majority of the directors in office, or (c) a vote of the members who are not parties to the Proceeding in question. Notwithstanding the foregoing, a court having jurisdiction (which need not be the court in which the Proceeding in question was brought) may grant or deny indemnification in each instance under the provisions of law and this Article.

Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent, employee, director or officer against any liability or cost incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify him or her against such liability or cost.

Responsibility With Respect to Employee Benefit Plan. If the Corporation or any of its Directors or Officers sponsors or undertakes any responsibility as a fiduciary with respect to an employee benefit plan of the Corporation, then for purposes of indemnification of such persons under this Article (i) a "Director" or "Officer" shall be deemed to include any Director or Officer of the Corporation who serves at its request in any capacity with respect to said plan, (ii) such Director or Officer shall not be deemed to have failed to act in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of the participants or beneficiaries of said plan, and (iii) "Expenses" shall be deemed to include any taxes or penalties imposed on such Director or Officer with respect to said plan under applicable law.

Heirs and Personal Representatives. The indemnification provided by this Article shall inure to the benefit of the heirs and personal representatives of a Director or Officer.

Non-Exclusivity. The provisions of this Article shall not be construed to limit the power of the Corporation to indemnify its Directors or Officers to the full extent permitted by law or to enter into specific agreements, commitments or arrangements for indemnification permitted by law. In addition, the Corporation shall have power to indemnify any of its agents or employees who are not Directors or Officers on any terms not prohibited by law which it deems to be appropriate. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Article.

Amendment. The provisions of this Article may be amended or repealed by the members only or, if there are no members, by the Board of Directors; provided, however, no amendment or repeal of such provisions which adversely affects the rights of a Director or Officer under this Article with respect to his or her acts or omissions at any time prior to such amendment or repeal shall apply to him or her without his or her consent.
Article IV—Miscellaneous Provisions

Fiscal Year. The fiscal year of the Corporation shall end on June 30 of each year.

Annual Meeting. The Board of Directors shall hold an annual meeting of the Corporation at a time and location designated by the Board.

Meetings of the Directors and Officers. The Directors and Officers of the Corporation shall meet jointly at least eight (8) times during the fiscal year.

Rules of Order. Roberts Rules of Order, or any other set of Rules of Order duly adopted by a two-thirds (2/3) majority of the Board of the Corporation, shall govern parliamentary procedure in all meetings of the Board and the Corporation.

Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action, may be executed on behalf of the Corporation by the President, the Treasurer or the Executive Director.

Resident Agent. The directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation. Said resident agent shall be either an individual who is a resident of and has a business address in Massachusetts, a Corporation organized under the laws of Massachusetts, or a Corporation organized under the laws of any other state of the United States that has qualified to do business in, and has an office in, Massachusetts.

Corporate Records. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the incorporators and members shall be kept in Massachusetts at the principal office of the Corporation, or at an office of its Clerk or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection of any member or director for any proper purpose.

Articles of Organization. All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.

Amendments. The power to make, amend or repeal these By-laws shall be in the members by a two-thirds (2/3) vote or, if there are no members, in the Board of Directors; provided, however, that if there are members then, by a two-thirds (2/3) vote, the directors may nonetheless make, amend or repeal the By-laws (other than the provisions of Article III or of this Section 7 of Article IV) in whole or in part, except with respect to any provisions thereof which by law, the Articles of Organization or these By-laws requires action by the members. If there are members, then not later than the time of giving notice of the meeting of members next following the making, amending or repealing by the directors of any By-law, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the By-laws. Any amendment or repeal of these By-laws by the directors and any By-law adopted by the directors may be amended or repealed by the members, if there are members.
Adopted and effective as of June 8, 2002.