Bylaws

BY-LAWS OF ANIMAL CONTROL OFFICERS ASSOCIATION OF MASSACHUSETTS, INC.

AMENDED AND RESTATED AS OF JULY 1990

ARTICLE I

NAME, PURPOSES, LOCATION , CORPORATE SEAL, AND FISCAL YEAR

1.1  Name and Purposes. The name of the Corporation shall be the Animal Control Officers Association of , Massachusetts, Inc., (the “Corporation”) , formed for those charitable purposes set forth in the Articles of Organization of the Corporation, as the same have been or may from time to time be amended or supplemented (the “Articles”).

1.2 Location. The principal office of the Corporation shall be located in the Commonwealth of Massachusetts at the place set forth in the Articles, as the same may from time to time be changed by vote of the Board , of Directors of the Corp­ oration (the “Directors”) and made effective upon filing the requisite certificate with the Secretary of the Commonwealth of Massachusetts.

1.3 Corporate Seal. The Directors may adopt and alter the seal of the Corporation.

1.4 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by vote of the Directors, end on June 30th of each calendar year.

1.5 Gender. Where the context permits, each of the (i) masculine, feminine, and neuter genders shall be deemed to denote the other two genders, (ii) the singular to denote the plural, and (iii) the plural to denote the singular.

ARTICLE II VOTING MEMBERS

2.1 Power to Vote. For purposes of these By-Laws and except as otherwise specified in Article II hereof, the term “Member” shall mean voting Member.

2.2 Number, Election and Qualification. There shall be one class of Members. Upon payment of the minimum annual dues as determined and announced from time to time by the Directors, any person employed part-time or full-time as an animal control officer by any city, town, other municipality or county located in the Commonwealth of Massachusetts and who subscribes to the purposes, objectives, Articles and these By-Laws of the Corporation shall be entitled to membership in the Corporation upon the terms and conditions hereinafter set forth.

2.3 Tenure. Membership in the corporation shall be made available on an annual basis upon payment of the requisite annual dues.

2.4 Powers and Rights. In addition to such powers and rights as are vested in them by law, the Articles and these By-Laws, the Members shall have such other powers and rights as may be consistent with and permitted by Massachusetts s General Laws, Chapter 180 and Section 50l(c) (3) of the Internal Revenue Code of 1986, as the same may be from time to time amended or supplemented (the “Code”), and any regulations promulgated thereunder.

2.5 Suspension or Removal. A Member may be suspended or removed with cause by vote of a majority of Members. A Member who is also a Director may also be suspended or removed if he is suspended or removed from the Board of Directors of the Corporation.

2.6 Annual and Special Meetings. Annual Meetings of the Members shall be held within six (6) months of the end of each fiscal year and may be held within the Commonwealth of Massachusetts or elsewhere within the United States at such time and place as determined and fixed by the President or the Directors of the Corporation. If an Annual Meeting of the Members is not held as herein provided, a Special Meeting of the Members may be held in place thereof with the same force and effect as the Annual Meeting and, in all such cases, all references in these By-Laws to the Annual Meeting of the Members shall be deemed to refer to such Special Meeting. If otherwise deemed necessary or convenient, a Special Meeting of the Members may be convened at such place and time as determined and fixed by the President or Directors of the Corporation.

2.7 Call and Notice.

(a) Annual and Social Meetings. Reasonable notice of the time and place of Annual and Special Meetings of the Members shall be given to each Member. Such notice need not specify the purpose or purposes of the meeting unless other­ wise required by law, the Articles, these By-Laws or unless there is to be considered at the meeting (i) contracts or transactions involving the Corporation and persons simultaneously serving as Members, officers or Directors of the Corporation, (ii) amendments to the Articles or these By-Laws, (iii) an increase or decrease in the number of Directors, or (iv) removal or suspension of a Director.

(b) Reasonable and Sufficient Notice. Except as otherwise expressly provided herein, it shall be reasonable and sufficient notice to notify a Member in person, telephonically or by mail, if by mail addressed to the last known business or residential address of the Member, at least five (5) business days in advance of the scheduled meeting.

(c) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Member if (i) a written waiver of notice, executed by such Member before or after the meeting, is filed with the records of the meeting of the Members, or (ii) the Member attends the meeting without protesting at its commencement such lack of notice.

2.8 Quorum. At any meeting of the Members a majority of the Members, whether in person or represented by proxies, shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon such question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.9 Action by Vote. Each Member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by Members shall decide any question, unless otherwise provided by law, the Articles or these By-Laws.

2.10 Action by Written Consent. Any action to be taken by the Members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing and such written consent is filed with the records of meetings of the Members. .Any such written consent by the Members shall be treated for all purposes as a vote at a meeting of the Members.

2.11 Proxies. Members may vote at any meeting either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed with the Clerk of the Corporation or other person responsible for recording the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting, but such proxies shall terminate after the final adjournment of such meeting.

ARTICLE III

ADDITIONAL CLASSES OF NON-VOTING MEMBERS

The Members may from time to time establish various classes of non-voting memberships and, in order to fill such non-voting membership positions, designate certain persons, corporations, partnerships, associations, other entities or groups of such persons or other entities as non-voting members of the Corporation in accordance with their respective contributions to the Corporation. Such persons shall serve in an honorary capacity and, except as the Members otherwise designate, shall have no right to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.

ARTICLE IV BOARD OF DIRECTORS

4.1 Number and Election. The Members shall, at any Annual Meeting of the Members, fix the number of Directors and elect persons sufficient in number and capacity to fill the designated directorship positions.

4.2 Tenure. Each Director shall hold office from the date of his appointment until the next Annual Meeting of the Members or until his successor is otherwise duly elected and qualified, unless he earlier resigns or the office occupied becomes vacant by reason of death, removal or other cause.

4.3 Powers. The affairs of the Corporation shall be managed by the Directors who shall have and may exercise all powers of the Corporation, except those powers reserved to the Members by law, the Articles or these By-Laws.

4.4 Committees. The Directors may elect or appoint one or more committees and may delegate to any committee such powers as the Directors deem appropriate and as is permissible by law. Any committee to which the powers of the Directors are delegated shall consist solely of Directors.               Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as is provided for the Directors in these By-Laws. The members of any committee shall remain in office at the pleasure of the Directors.

4.5 Suspension or Removal. A Director may be suspended or removed with or without cause by vote of a majority of the Members then in office.

4.6 Resignation. A Director may resign by delivering in writing his resignation to the President, Treasurer or Clerk of the Corporation, to the Members or Directors at any Annual or Special Meeting of the Members or Directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time and a majority of the Members then in office agree to the delayed date of resignation.

4.7 Vacancies. Any vacancy in the Board of Directors may be filled by the Members. Each successor shall hold office for the unexpired term of his respective predecessor or until he earlier dies, resigns, is removed or becomes disqualified. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies.

4.8 Annual Meeting. The Annual Meeting of the Directors shall be held within thirty (30) days following the Annual Meeting of the Members at such time and place within the Commonwealth of Massachusetts or elsewhere within the United States as determined and fixed by the President or Directors of the Corporation.

4.9 Special Meetings. Special Meetings of the Directors may be held in the Commonwealth of Massachusetts or elsewhere within the United States at such time and place as determined and fixed by the President or Directors of the Corporation.

4.10 Call and Notice.

(a) Annual and Special Meetings. Reasonable notice of the time and place of Annual and Special Meetings of the Directors shall be given to each Director. Such notice need not specify the purpose or purposes of the meeting, unless otherwise required by law, the Articles, these By-Laws or there is to be considered at the meeting (I) contracts or transactions involving the Corporation and persons simultaneously serving as Members, officers or Directors of the Corporation, (ii) amendments to the Articles or these By-Laws, or (iii) removal or suspension of a Director.

(b) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to notify a Director in person, telephonically or by mail, if by mail addressed to the last known business or residential address of the Director, at least five (5) business days in advance of the scheduled meeting.

(c) Waiver of Notice. Whenever notice .of a meeting is required, such notice need not be given to any Director if (i) a written waiver of notice, .executed by the Director before or after the meeting, is filed with the records of the meeting of the Directors, or (ii) the Director attends the meeting without protesting at its commencement such lack of notice.

4.11 Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting 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.

4.12 Action by Vote. When a quorum is present at any meeting, a majority vote of the Directors shall decide any question, including election of officers, unless otherwise provided by law, the Articles or these By-Laws.

4.13 Action by Writing. Any action to be taken by the Directors may be taken without a meeting if all Directors consent in writing to the action taken, and such written consent is filed with the records of meetings of the Directors. Any such written consent of the Directors shall be treated for all purposes as a vote at a meeting of the Directors.

4.14 Compensation. Directors shall not receive compensation for their services as Directors but may be reimbursed, if approved in advance by the Members, for reasonable expenses incurred in the performance of their duties.

ARTICLE V

OFFICERS AND AGENTS

5.1 Number and Qualification. The officers of the Corporation shall be a President, Treasurer, Clerk, and such other officers, if any, that the Directors may from time to time determine to be necessary or convenient. The Corporation may also have such agents as the Directors appoint. The Clerk Shall be a resident of Massachusetts unless the Corporation has a duly appointed resident agent. If required by the Directors, any officer or agent of the corporation shall supply the Corporation with a bond for the faithful performance of his duties in such amount and with such surety as is satisfactory to the Directors.

5.2 Election. The President, Treasurer, Clerk and any other corporate officer shall be elected each year by the Directors at the Annual Meeting of the Directors.

5.3 Tenure. The President, Treasurer, Clerk and any other corporate officer shall each hold office until the next Annual Meeting of the Directors or until his successor is otherwise duly elected and qualified, unless he earlier resigns or the office occupied becomes vacant by reason of death, removal or other cause. Notwithstanding anything to the contrary herein stated, each and every officer and agent of the Corporation shall retain his authority at the pleasure of the Directors.

5.4 Chairman of the Board of Directors. If a Chairman of the Board of Directors is elected, he shall preside at all meetings of the Directors, except as the Directors shall otherwise determine, and shall have such other powers and duties as may be determined by the Directors.

5.5 President and Vice President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall preside at all meetings of the Members and, if no Chairman of the Board of Directors is elected, at all meetings of the Directors, except as the Members or Directors otherwise determine. The Vice President or Vice Presidents, if any, shall have such duties and powers as the Directors shall determine. The Vice President, or first Vice President if there are more than one, shall have and may exercise all of the powers and duties of the President during the absence or incapacity of the President.

5.6 Treasurer. The Treasurer shall be the chief financial and accounting officer of the Corporation. The Treasurer shall be in charge of all financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as designated by the Directors or the President. The Treasurer shall also be in charge of all books of account, accounting records and accounting procedures of the Corporation.

5.7 Clerk. The Clerk shall record and maintain records of all proceedings of the Members and Directors in books kept for that purpose, which books shall be kept within the Commonwealth at the principal office of the Corporation, the office of its Clerk or its resident agent. Such books shall also contain records of all meetings of incorporators, the original or attested copies of the Articles, By-Laws and all amendments to and restatements of such Articles and By-Laws and the names and addresses of all current Members and Directors. If the Clerk is absent from any meeting of the Members or Directors, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at such meeting.

5.8 Suspension or Removal. An officer may be suspended or removed with or without cause by vote. of a majority of the Directors then in office at any Special Meeting of the Directors called for such purpose or at any Annual Meeting of the Directors.

5.9 Resignation. An officer may resign by delivering in writing his resignation to the President, Treasurer or Clerk of the corporation, to the Directors at any Annual or Special Meeting of the Directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time and a majority of the Directors then in office agree to the delayed date of resignation.

5.10 Vacancies. If any corporate office becomes vacant, the Directors may elect a successor. Each such successor shall hold office for the unexpired term of his predecessor in office, unless such successor earlier resigns or the office occupied becomes vacant by reason of death, removal or other cause.

ARTICLE VI

EXECUTION OF PAPERS

Except as the Directors may generally or in particular cases authorize, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed in the Corporation’s name and on its behalf by the President or Treasurer. Any recordable instrument purporting to affect an interest in real estate shall be executed in the name of the Corporation by two of its officers, of whom one is the President or a Vice President and the other is the treasurer, Assistant Treasurer or Clerk, and shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument.

ARTICLE VII

PERSONAL LIABILITY

To the extent permissible by law, the Articles and these By-Laws, the Members, Directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the Corporation. To the extent permissible by law, the Articles and these By-Laws, all persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract, claim, debt, damage, judgment, decree or any money that may otherwise become due or payable to them from the Corporation.

ARTICLE VIII

INDEMNIFICATION AND EXCULPATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

8.1 Indemnification of Directors and Officers. The Corporation shall indemnify, as set forth below and to the extent legally permissible under Massachusetts General Laws, Chapter 180, Section 6, as the same may from time to time be amended or supplemented, and only to the extent that the status of the Corporation as an organization exempt from income tax under Section 501 (c)(3) of the Code is not affected thereby, any person who is, was, or is threatened to be made a party to any pending, completed or threatened claim, action, suit or proceeding of whatever nature by reason of: (i) such person’s present or past position as a Director or officer of the Corporation; or (ii) any action alleged to have been taken or omitted by such person in such capacities. Such person shall be indemnified against all costs, expenses (including attorney’s fees), judgments, fines and amounts paid in settlement thereof, to the extent reasonable, in connection with or arising out of any such claim, action, suit or proceedings; provided, however, that no indemnification shall be provided for the benefit of any person with respect to any matter as to which such person shall have been adjudicated in. any proceeding not to have acted in good faith and with the reasonable belief that the action taken was in the best interest of the Corporation and, further, that indemnification for amounts paid in settlement of any claim, action, suit or proceeding shall be made only if the settlement amount has been approved by a majority vote of the Board of Directors of the Corporation.

Any such person who has acted in reliance upon the advice of counsel shall be deemed to have acted in good faith and with the reasonable belief that the actions taken were in the best interests of the Corporation.

The right of indemnification herein provided Directors and officers of the Corporation shall inure to the benefit of their respective heirs, executors, administrators, assigns and successors.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that the person did not act in good faith or with the reasonable belief that the actions taken were in the best interests of the Corporation.

The right of indemnification herein provided may include payment by the Corporation of the costs and expenses of the indemnified person, in advance of final disposition, incurred in defending any civil or criminal action or proceeding arising out of or in connection with any claim, action, suit or proceeding for which indemnification is herein provided; provided, however, that the person indemnified first agrees in writing to repay any advance payment in the event such person is subsequently adjudicated not to be entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws, as the same may from time to time be amended or supplemented, any other provision of law, the Articles or these By-Laws.

The right of indemnification herein provided shall not limit any other right of indemnification existing independently to which the person indemnified may be entitled. These indemnification provisions shall be deemed to be a contract between the Corporation and each person who may, at any time while these provisions are in effect, be so indemnified. Consequently, any amendment of these provisions shall not affect any rights or obligations then existing with respect to any statement of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened which is based, wholly or in part, upon any such statement of facts.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who by reason of their position as a present or past Director or officer of the Corp­ oration is prima facie entitled to be. indemnified under these indemnification provisions, even though such person is subsequently adjudicated not to be entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws, as the same may from time to time be amended or supplemented, any other provision of law, the Articles or these By-Laws.

For the purposes of these indemnification provisions, references to “the Corporation” include all constituent corporations involved in a consolidation or merger, so that any person who is or was a director or officer of such a constituent corporation shall stand in the same position under these indemnification provisions with respect to the resulting or surviving corporation as such person would if such consolidation or merger had not occurred.

8.2 Employees and Agents. Employees and other agents of the Corporation may be indemnified by the Corporation to the extent authorized by the Board of Directors.

8.3 Exculpation. A Director or officer of the Corporation shall not be liable to the Corporation or its Members for monetary damages for breach of fiduciary duty as a Director or officer notwithstanding any provision of law imposing such liability, except to the extent that such elimination or limitation of liability is not permitted under Section 3 of Chapter 180 of the Massachusetts General Laws, as the same may from time to time be amended or supplemented and as is in affect when any such breach occurred. No amendment or repeal of. This provision shall deprive a Director or officer of the benefits of this exculpation provision with respect to any act or omission occurring prior to such amendment or repeal.

ARTICLE IX

INTERCOMPANY AND INTERLOCKING TRANSACTIONS

No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corp­ oration and any other organization of which one or more of its Directors or officers are directors, trustees, members or officers, or in which any of them has any financial or other interests, shall be void, voidable or in any way affected solely because: (i) such an intercompany or interlocking relationship exists; (ii) the Director or officer is present at or participates in the meeting of the Board of Directors of the Corporation or conunittee thereof which authorizes, approves or ratifies the contract or transaction; or (iii) such person’s or persons’ votes are counted in the authorization, approval or ratification vote, so long as:

(a) The material facts as to the intercompany or interlocking relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors of the Corporation or the committee thereof which authorizes, approves or ratifies the contract or transaction; and, further, the Board of Directors of the Corporation or such committee thereof in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested majority comprises less than a quorum; or

(b) The contract or transaction is fair as to the Corporation as of the time authorized, approved or ratified by the Board of Directors of the Corporation or a committee thereof.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors of the Corporation or a committee thereof which authorizes, approves or ratifies an interested contract or transaction.

No Director or officer of the Corporation shalt be liable or accountable to the Corporation, any of its Members or creditors or any other person either for any loss to the Corporation or any other person or for any gains or profits realized by such Director or officer by reason of any contract or transaction as to which clauses (a) or (b) above apply.

ARTICLE X

AMENDMENTS

These By-Laws may be altered, amended or repealed in whole or in part by a vote of two-thirds of the Directors then in office, except with respect to any provision thereof that by law, the Articles or these By-Laws requires action by the Members. The Members may by majority vote alter, amend or repeal any By-Law adopted by the Directors or may adopt, alter, amend or repeal any provision that by law, the Articles or these By-Laws requires action by the Members.

ARTICLE XI

MISCELLANEOUS

11.1 Power to Become a Partner. The Corporation may be a partner in any business enterprise which the corporation would have power to conduct by itself.

11.2 Contracts of Guaranty and Suretyship. The Corporation may make contracts of guarantee anct suretyship; provided, however, that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of a corporation all the outstanding stock of which is owned, directly or indirectly, by the Corporation and, further, that the Board of Directors of the Corporation has determined that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of the corporation.

11.3 Public Benefit and Prohibited Activities. No part of the assets or net earnings of the Corporation shall be divided among or inure to the benefit of any member, officer, or Director of the Corporation or any private individual or be appropriated for any purpose other than the purposes of the corporation as herein set forth. No substantial part of tt1e activities of the Corporation shall be or include (i) the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent that the Corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501 (c) (3) and Section 501 (h) of the Code, or (ii) the participation or intervention in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements relating to such candidacy. It is intended that the Corporation shall be entitled to an exemption from federal income tax under Section 50l(c) (3) of the Code and shall not be a private foundation under Section 509(a) of the Code.

11.4 Dissolution and Liquidation. Upon the liquidation or dissolution of the Corporation and after payment of all liabilities of the Corporation or due provision therefor, all assets of the Corporation shall be disposed of to one or more organizations exempt from federal income tax under section 50l(c) (3) of the Code which are dedicated to one or more of the purposes of the Corporation.

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Additional Powers of the Corporation. In addition to the powers granted the Corporation by operation of law, including specifically, but by this reference not made exclusive, those granted by Massachusetts General Laws Chapter 180, Section 6, as the same may from time to time be amended or supplemented, the Corporation shall have, and may exercise in furtherance of its corporate purposes, the following additional powers:

(a) to be a partner in any business enterprise which the Corporation would have power to conduct itself; and

(b) to make contracts of guarantee and suretyship; provided, however, that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of a corporation all of the outstanding stock of which is owned, directly or indirectly, by the Corporation and, further, that the Board of Directors of the Corporation has determined that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of the Corporation.

Indemnification. The Corporation shall, to te extent legally permissible under Massachusetts General Laws, Chapter 18o·, Section 6, as the same may from time to time be amended or supplemented, and only to the extent that the status of the Corporation as an organization exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986, as the same may from time to time be amended or supplemented (the “Code”) , is not affected thereby, shall indemnify, to the extent set forth below, any person who is, was, or is threatened to be made a party to any pending, completed or threatened claim, action, suit or proceeding of whatever nature by–reason of: (i) such person’s present or past position as an officer or member of the Board of Directors of the Corporation; or (ii) any action alleged to have been taken or omitted by such person in such capacities. Such person shall be indemnified against all costs, expenses (including attorney’s fees), judgments, fines and amounts paid in settlement thereof, to the extent reasonable, in connection with or arising out of any such claim, action, suit or proceedings; provided, however, that no indemnification shall be provided for the benefit of any person with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith and with the reasonable belief that the action taken by such person was in

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the best interest of the Corporation and, further, that indemnification for amounts paid in settlement of any claim, action, suit or proceeding shall be made. only if the settlement amount has been approved by a majority vote of the Board of Directors of the Corporation.

Any such person who has acted in reliance upon the advice of counsel shall be deemed to have acted in good faith and with the reasonable belief that the actions taken were in the best interests of the Corporation.

The right of indemnification herein provided past and present officers and members of the Board of Directors of the Corporation shall inure to the benefit of their respective heirs, executors, administrators, assigns and successors.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that the person did not act in good faith or with the reasonable belief that the actions taken were in the best interests of the Corporation.

The right of indemnification herein provided may include payment by the Corporation of the costs and expenses of the indemnified person, in advance of final disposition, incurred in defending any civil or criminal action or proceeding arising out of or in connection with any claim, action, suit or proceeding for which indemnification is herein provided; provided, however, that the person indemnified first agrees in writing to repay any advance payment in the event such person is subsequently adjudicated not to be entitled to indemnification under  Section 6 of chapter 180 of  the Massachusetts General Laws, as the same may from time to time be amended or supplemented, any other provision of law or the Articles of Organization or By-Laws of the Corporation.

The right of indemnification herein provided shall not limit any other right of indemnification existing independently to which the person indemnified may be entitled. These indemnification provisions shall be deemed to be a contract between the Corporation and each person who may, at any time while these provisions are in effect, be so indemnified. Consequently, any amendment of these provisions shall not affect any rights or obligations then existing with

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respect to any statement of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened which is based, wholly or in part, upon any such statement of facts.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person. who by reason of their position as a present or past officer or member of the Board of Directors of the corporation is prima facie entitled to be indemnified under these indemnification provisions, even though such person is subsequently adjudicated not to be entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws, as the same may from time to time be amended or supplemented, any other provision of law or the Articles of Organization or By-Laws of the Corporation.

For the purposes of these indemnification provisions, references to “the Corporation” include all constituent corporations involved in a consolidation or merger, so that any person who is or was a director or officer of such a constituent corporation shall stand in the same position under these indemnification provisions with respect to the resulting or surviving corporation as such person would if such consolidation or merger had not occurred.

Exculpation. An officer or member of the Board of Directors of the Corporation shall not be liable to the Corporation or its Members for monetary damages for breach of fiduciary duty notwithstanding any provision of law imposing such liability, except to the extent that such elimination or limitation of liability is not permitted under Section 3 of Chapter 180 of the Massachusetts General Laws, as the same may from time to time be amended or supplemented and as in effect when any such breach occurred. No amendment or repeal of this provision shall deprive an officer or member of the Board of Directors of the Corporation of the benefits of this exculpation provision with respect to any act or omission occurring prior to such amendment or repeal.

Intercompany and Interlocking Transactions. No contract or transaction between the Corporation and one or more of its officers or members of its Board of Directors, or between the corporation and any other organization of which one or more of its officers or members of its Board of Directors are

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directors, trustees, members or officers, or in which any of them has any financial or other interests, shall be void, voidable or in any way affected solely because: (i) such an intercompany or interlocking relationship exists; (ii) the officer or member of the Board of Directors of the Corporation is present at or participates in the meeting of the Board of Directors of the Corporation or committee thereof which authorizes, approves or ratifies the contract or transaction; or (iii) such person’s or persons votes are counted in the authorization, approval or ratification vote, so long as:

( a) The material facts as to the intercompany or interlocking relationship or interest and as to the contract or transaction are disclosed or· are known to the Board of Directors of the Corporation or the committee thereof which authorizes, approves or ratifies the contract or transaction; and, further, the Board of Directors of the Corporation or such committee thereof in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested members of the Corporation’s Board of Directors, even if such disinterested majority comprises less than a quorum; or

(b) The contract or transaction is fair as to the Corporation as of the time authorized, approved or ratified by the Board of Directors of the Corporation or a committee thereof.

Common or interested members of the· Corporation’ s Board of Directors may be counted in determining the presence of a quorum at a meeting of the Corporation’ s Board of Directors or a committee thereof which authorizes, approves or ratifies an interested contract or transaction.

No officer or member of the Board of Directors of the Corporation shall be liable or accountable to the Corporation, any of its Members or creditors or any other person either for any loss to the Corporation or any other person or for any gains or profits realized by such officer or member of the Board of Directors by reason of any contract or transaction as to which clauses (a) or (b) above apply.

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RESTATED ARTICLES OF ORGANIZATION CONTINUATION SHEET 4E

Meetinqs. Meetings of the Members and the Board of Directors of the Corporation may be held within the commonwealth of Massachusetts or elsewhere within the United States. The place of such meetings shall be fixed or determined in the manner provided by the By-Laws of the Corporation.

Public Benefit and Prohibited Activities. No part of the assets or net earnings of the Corporation shall be divided among or inure to the benefit of any Member of the Corporation or any officer or member of the Board of Directors of the Corporation or any private individual or be appropriated for any purpose other than the purposes of the Corporation as herein set forth. No substantial part of the activities· of the Corporation shall be or include (i) the carrying on of propaganda or otherwise attempting to influence legislation, except to the extent that the Corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(c)(3) and Section 501 (h) of the Code, or (ii) the participation or intervention in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements relating to such candidacy. It is intended that the Corporation shall be entitled to an exemption from federal income tax under Section 501 (c) (3) of the Code and shall not be a private foundation under Section 509(a) of the Code.

Dissolution and Liquidation. Upon the liquidation or dissolution of the Corporation and after payment of all liabilities of the Corporation or due provision therefor, all assets of the Corporation shall be disposed of to one or more organizations exempt from federal income tax under section 501 (C) (3) of the Code which are dedicated to one or more of the purposes of the Corporation.