Resignation and Removal. A Director may resign by delivering such Director’s resignation in writing to the Corporation at its principal office or to the President or the Clerk of the Corporation. Such resignation shall be effective upon its receipt or upon such date (if any) as is stated in such resignation, unless otherwise determined by the Board. A Director may be removed from office at any time with or without cause by vote of a majority of the Directors then in office at a special meeting called for that purpose. A Director may be removed for cause only if notice of such action has been given to all of the Directors prior to the meeting at which such action is to be taken and if the Director so to be removed has been given reasonable notice and opportunity to be heard before the Board of Directors proposing to remove such Director.

Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from enlargement of the Board, may be filled by vote of a majority of the remaining Directors present at a meeting of Directors at which a quorum is present or otherwise by appointment of all of the Directors. Any Director elected to fill a vacancy for the unexpired term of a Director who is being replaced shall hold office until a successor is elected and qualified, or until such Director’s earlier death, resignation or removal. The Directors shall have and may exercise all of their powers notwithstanding the existence of one or more vacancies in their number.

Enlargement or Decrease in Number of the Board. The number of members of the Board of Directors may be increased or decreased at any time by a vote of a majority of the Directors then in office.

Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place when called by the President, the Clerk, or by five or more Directors.

Notice of Meetings. A notice of the time and place of each meeting of the Board of Directors shall be given to each Director at such Director’s business or home address as it appears in the records of the Corporation in person or by telephone, facsimile, e- mail or other electronic means at least twenty-four hours before the meeting, or by written notice mailed by first class mail, postage prepaid and properly addressed, at least five days before the meeting. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by such Director (or such Director’s attorney duly authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting the lack of notice before the meeting or before action is taken at the meeting. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-Laws.

Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Each Director shall have one vote. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Executive Committee and Other Board Committees. The Board of Directors may, by vote of a majority of the Directors then in office, appoint an Executive Committee at any meeting of Directors. Unless otherwise determined by vote of the Board of Directors, the Executive Committee may act on behalf of the full Board of Directors on any matter between meetings of the Board of Directors; provided that (a) the Executive Committee shall not be authorized (i) to approve any substantial change in the operations or activities of the Corporation, (ii) to make any change in the principal office of the Corporation, (iii) to amend these By- Laws, (iv) to elect or remove Officers or Directors, or (v) to appoint or eliminate any committee of the Board or any member of any such committee; (b) the Executive Committee shall not have any power or authority which the Board is prohibited from delegating by law, by the Articles of Organization or by these By- Laws; and (c) any action taken by the Executive Committee may be amended or repealed prospectively by subsequent vote of the Board of Directors.

Unless otherwise specified by vote of the Directors, members of the Executive Committee shall serve until the next Annual Meeting of Directors or special meeting in lieu thereof and thereafter until their successors are chosen or until their earlier death, resignation or removal.

The Directors may, from time to time, appoint one or more other committees, having such authority and duties and consisting of such Directors or other persons, serving for such terms and in such capacities, as the Directors shall determine; provided that voting members of any committee to which powers of the Directors are delegated shall consist solely of Directors.

Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or such rules, its business shall be conducted so far as possible in the same manner as is provided by these By- Laws for the conduct of business by the Directors. The Board of Directors may, by vote of a majority of the Directors then in office, (a) remove any member from the Executive Committee or any other committee appointed by the Directors, with or without cause, (b) fill vacancies in or change the composition of any such committee or (c) terminate any such committee. The Executive Committee and every other committee to which the Board of Directors may delegate any of its powers or duties shall keep minutes or records of its meetings, signed by the Clerk or by an Assistant Clerk or temporary Clerk, reflecting attendance and all votes and other action taken at such meetings; and any action taken by any such committee on behalf of the Directors of the Corporation shall be reported to the Board of Directors no later than the date of formal notice given for the meeting of Directors next following the date of such action.

OFFICERS, AGENTS AND EMPLOYEES

Enumeration. The Officers of the Corporation (the “Officers”) shall consist of a President, a Vice-President, a Treasurer and a Clerk, or such other officers having other titles but having the powers of President, Treasurer and Clerk as the Board of Directors may determine. The Corporation may have such other Officers and assistant Officers as the Board of Directors may determine, including without limitation a Chair of the Board and one or more Assistant Treasurers and Assistant Clerks. Any two or more offices may be held by the same person. An Officer may, but need not, be a Director of the Corporation.

Election. The Officers of the Corporation shall be elected by the affirmative vote of a majority of the Board of Directors present and voting at any meeting at which a quorum is present.

Tenure. Except as otherwise provided by law, the Articles of Organization or these By-Laws, each Officer of the Corporation shall hold office until the next annual meeting of the Directors and until such Officer’s successor is elected and qualified, or until such Officer sooner dies, resigns, is removed or becomes disqualified.

Resignation and Removal. An Officer may resign by delivering such Officer’s resignation in writing to the Corporation at its principal office or to the President or the Clerk of the Corporation. Such resignation shall be effective upon receipt or upon such date (if any) as is stated in such resignation, unless otherwise determined by the Board. The Board of Directors may remove any Officer with or without cause by a vote of a majority of the Directors, at a meeting of the Board of Directors called for that purpose. An Officer may be removed for cause only if notice of such action has been given to all of the Directors prior to the meeting at which such action is to be taken and if the Officer so to be removed has been given reasonable notice and opportunity to be heard before the Board of Directors.

Vacancies. A vacancy in any office may be filled by action of the Board of Directors as described in Article III, Section 10, above. Each such successor shall hold office for the unexpired term of such individual’s predecessor and in the case of the President, Treasurer and Clerk, until such individual’s successor is chosen and qualified, or in each case until such individual sooner dies, resigns, is removed or becomes disqualified.

Chair of the Board. If there is a Chair of the Board, that Chair shall, when present, preside at all meetings of the Directors.

President. Unless otherwise voted by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall have, subject to oversight by the Directors, general supervision and control of the business of the Corporation. In the absence of a Chair of the Board, the President shall, when present, preside at all meetings of the Directors and shall have such other powers and duties as may be vested in him or her by the Board of Directors.

Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe.

Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. The Treasurer shall, subject to oversight by the Directors, maintain general supervision over the financial affairs of the Corporation, including its long-range financial planning, and shall cause to be kept accurate books of account. Unless otherwise determined by the Board, the Treasurer shall prepare a yearly report on the financial status of the Corporation to be delivered at the annual meeting of Directors. The Treasurer shall also prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service or other federal and state agencies.

Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts, unless the Corporation has designated a resident agent in the manner provided by law. The minutes and records of all meetings of the Directors shall be prepared and maintained by the Clerk. The Clerk shall keep such minutes and records within the Commonwealth at the principal office of the Corporation or the office of the Clerk or its resident agent; such minutes and records shall be open at all reasonable times to the inspection of any Director. Such minutes and records shall also contain records of all meetings of the incorporators and the original or attested copies of the Articles of Organization and these By-Laws and the names and addresses of all Directors. The Clerk shall have such other powers and shall perform such other duties as the Directors may from time to time prescribe. In the absence of the Clerk from any meeting, a temporary Clerk shall be appointed by the President and shall exercise the duties of the Clerk at the meeting.

Other Powers and Duties. Each Officer shall have, in addition to the powers and duties specifically set forth in these By-Laws, such powers and duties as are customarily incident to such Officer’s office, and such powers and duties as the Directors may from time to time designate.

Agents and Employees. The Board of Directors may appoint, or may delegate authority to appoint, agents and employees who shall have authority and perform such duties as may be prescribed by the Board or appointee(s). The Board and appointee(s) may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.

The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be

The Corporation shall, to the fullest extent permitted by the applicable provisions of Chapter 180 of the Massachusetts General Laws, as amended from time to time, but only to the extent that the status of the Corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time, or any successor provision thereto (the “Code”) is not adversely affected thereby, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director or officer of, or in a similar capacity with, another organization (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred by or on behalf of an Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, provided that no such indemnification shall be made if it is determined pursuant to paragraph 5, below, that the Indemnitee has not complied with the standards for the conduct of directors and officers set forth in Section 3 of Chapter 180 of the Massachusetts General Laws, as amended from time to time, or of any successor provision thereto.

With respect to any such action, suit, proceeding or investigation, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee.

All determinations under paragraphs (1), (2), (4), and (6) of this Article V as to the entitlement of an Indemnitee to indemnification or advancement of expenses shall be made by: (a) a majority vote of a quorum of the directors of the Corporation acting in good faith with a reasonable basis in fact, which quorum shall consist of directors who are not at that time parties to the action, suit or proceeding in question, (b) independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) or (c) a court of competent jurisdiction.

The indemnification rights provided in this Article shall not be deemed exclusive of any other rights to which an Indemnitee may be entitled under any law, agreement or vote of directors or otherwise (but only if, and to the fullest extent, permitted by the applicable provisions of Chapter 180 of the Massachusetts General Laws, as amended from time to time), and shall inure to the benefit of the heirs, executors, and administrators of such Indemnitees. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

AMENDMENTS

These By-Laws may be amended or repealed in whole or in part by action of the Board of Directors as described in Article III, Section 10 above.

Conflicts of Interest Policy. The Corporation shall adopt a conflicts of interest policy.

Transactions with Interested Parties. To the extent that the status of the Corporation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code is not adversely affected thereby, and in the absence of fraud, no contract or other transaction between this Corporation and any other corporation, foundation, firm, association, partnership or person shall be affected or invalidated by the fact that any Director or Officer of this Corporation is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation, foundation, firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or persons, firm, association, partnership, or corporation pecuniarily or otherwise interested therein; provided that the fact that such person individually or as a director, member or officer of such corporation, firm, association or partnership is such a party or is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority of such members thereof as shall be present or represented at a meeting of the Board of Directors at which action upon any such contract or transaction shall be taken. Any Director may be counted in determining the existence of a quorum and may vote at any meeting of the Board of Directors for the purpose of authorizing any such contract or transaction with like force and effect as if such Director were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Directors then in office who have no interest in such contract or transaction.

MISCELLANEOUS PROVISIONS

Fiscal Year. Except as otherwise determined by the Directors, the fiscal year of the Corporation shall end on December 31 of each year.

Seal. The Corporation may have a seal in such form as the Directors may adopt and alter from time to time.

Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President or the Treasurer, except as the Board of Directors may generally or in particular cases otherwise determine. A certificate by the Clerk or an Assistant Clerk, or a temporary Clerk, as to any action taken by the Board of Directors, Executive Committee (if any) or any Officer or representative of the Corporation, or as to the authority of any of the foregoing to take any such action, shall as to all persons who rely thereon in good faith be conclusive evidence of such action.

Dissolution. Unless otherwise required by law, in the event of the termination, dissolution or liquidation of the Corporation in any manner or for any reason whatsoever, its assets, if any, remaining after the payment of all of the liabilities of the Corporation, shall be distributed to one or more organizations with purposes similar or related to the purposes of the Corporation and exempt from federal income tax under Section 501(c)(3) of the Code, in such manner and in such proportions as shall be determined by the Directors of the Corporation and in accordance with Section 11A of Chapter 180 of the Massachusetts General Laws or any successor provision thereto.

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.

Successor Provisions. All references herein: (1) to the Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (2) to the General Laws of the Commonwealth of Massachusetts, or any Chapter thereof, shall be deemed to refer to such General Laws or Chapter as now in force or hereafter amended; and (3) the particular sections of the Code or such General Laws shall be deemed to refer to similar or successor provisions hereafter adopted.

501(C)(3) DETERMINATION

FOUNDER BOARD OF DIRECTORS

President- Paul V. O’Donnell 

Vice President- Roger G. Becker

Treasurer- Jonathan Bass
Secretary- Leslie Floyd
James Boyer
William G. McElwain
Mark A. Killian