BY-LAWS OF BOSTONUSER GROUPS, INC.

AMENDED AND RESTATED BY-LAWS

BOSTON USER GROUPS, INC.

Adopted September 24, 2001
As Amended by the Board of Directors 1-8-2002

ARTICLE I

NAME, PURPOSE AND OFFICES

Section 1.1 Name

The name of the corporation is “Boston User Groups, Inc.” and the corporation is referred to in these By-laws as the “Company”.

Section 1.2 Principal Office

The principal office of the Company shall be located at 20 Wilkens Way, Marlborough, Massachusetts 01752. The Board of Directors (“Board”) is hereby granted full power and authority to change said principal office from one location to another both within and without said state.

Section 1.3 Other Offices

Branch or subordinate offices may at any time be established by the Board at any place or places.

Section 1.4 Purpose

The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which corporations which are organized not for profit may be organized under the Massachusetts General Corporation Law (“MGCL”). The primary purpose of the Company is to provide a promotional and communications vehicle to various technology user groups in the Eastern New England area.

The Company intends to engage in some or all of the activities which are permitted to be engaged in by not for profit corporations under Chapter 180 of the MGCL.

Section 1.5 Nonprofit Status

(a) The Company is organized and shall be operated as a non-stock, not for profit membership corporation organized under the MGCL.

(b) The Board may, in its sole discretion, elect to seek exemption from Federal taxation for the Company pursuant to Section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter, the “Code”). In the event that such exemption is sought and until such time, if ever, as such exemption is denied or lost, the Company shall not knowingly engage directly or indirectly in any activity that it believes would be likely to invalidate its status as an organization exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.

ARTICLE II

MEMBERS

Section 2.1 Classes of Membership

The Company shall initially have three (3) classes of membership: Executive Members, Associate Members and Affiliate Members. Additional classes of voting and non-voting members may be created in the future, and the rights of existing classes of members may be amended, pursuant to Section 2.7 of these By-laws. Executive Members and any future classes of members which are entitled to voting rights shall be collectively referred to as “Voting Members.” All Voting and non-voting memberships in the Company are collectively referred to in these By-laws as “Memberships”, and a person or entity holding Membership is referred to in these By-laws as a “Member”.

Section 2.2 General Conditions of Membership

In general, any association, partnership, organization, governmental agency, company, corporation, academic or non-profit entity constituting a “member user group” shall be eligible for acceptance as an Executive Member, provided it complies with the following principles:

· It must be a non-profit entity operated for its individual members’ ongoing exploration of new technologies and to assist with the professional development of such individual members;

· The mission statement of a member user group may include support activities to assist with the deployment of technologies in the marketplace (e.g.: a Venture Capital User Group, a Technology Entrepreneurs User Group, etc);

· A member user group may be assisted by a for-profit commercial corporate entity that has an interest in promoting a specific technology but that user group may be neither controlled nor governed by that or any other for-profit corporate entity. The relationship between for-profit and non-profit entity must be arm’s length. Any group that is controlled or governed by a for-profit commercial entity shall be defined as a “marketing focus group” as opposed to a bona-fide, non-profit “member user group.”

An individual “member user group” will be approved for Executive Membership in the Corporation upon: (a) acceptance of its written application therefor on such form as may be from time to time required by the Company (which acceptance shall be administered in a non-discriminatory fashion), (b) payment of such application fees, initiation fees, annual dues or other fees (if any) for such class of Membership as may from time to time be established by the Board, and (c) vote by the Board. Any individual who is a participant in a “member user group” accepted for Executive Membership shall be admitted to Associate Membership by (a) acceptance of its written application therefor on such form as may be from time to time required by the Company (which acceptance shall be administered in a non-discriminatory fashion) and (b) payment of such application fees, initiation fees, annual dues or other fees (if any) for such class of Membership as may from time to time be established by the Board. Any individual or entity, even if not otherwise qualified for consideration as a “member user group” may be accepted as an Affiliate Member of the Company upon vote of the Board. It is intended that Affiliate Memberships be used to accommodate interested members of the public at large and to recognize the contributions of service providers and other groups or individuals not otherwise considered “member user groups.” A Member shall remain in good standing as a Member provided (i) such Member has paid all application fees, initiation fees, subsequent dues, assessments, and other fees (if any), together with such penalties for late payment as may be determined by the Board, within the period set by the Board, (ii) the Member continues to meet all of the other requirements of Membership, as from time to time determined by the Board, and (iii) the Member’s Membership has not been suspended pursuant to Section 2.8.

Section 2.3 Privileges of Executive Membership

Each Executive Member, while in good standing, shall be entitled to:

(a) participate in the election of Directors as provided in Article IV;

(b) vote on each matter submitted to a vote of the Voting Members;

(c) appoint one voting representative selected from the leadership or management ranks of the Executive Member to each Committee or Sub-Committee formed pursuant to Section 5.5 that the Company may establish (which appointee need not be the same individual for all such committees and sub-committees);

(d) receive one copy by electronic distribution, without charge, of all publications of the Company that are intended for regular distribution, prior to distribution to the public, including pre-public access to any specifications under development and of all final specifications as adopted by the Company;

(e) attend all general and special meetings of the Membership provided for in Article III of these By-laws;

(f) such other benefits, rights and privileges as the Board may designate or the Voting Members may from time to time institute by vote at any meeting of the Voting Members.

Section 2.4 Privileges of Associate Membership

Each Associate Member, while in good standing, shall be entitled to:

(a) join as a non-voting representative up to two (2) Committees (other than committee(s) of the Board) that the Company may establish;

(b) receive one copy by electronic transmission, without charge, of all publications of the Company which are intended for regular distribution, prior to distribution to the public and of all final specifications as adopted by the Company;

(c) attend all general meetings of the Membership provided for in Article III of these By-laws, provided, that only the Voting Members shall be entitled to vote at such meetings, except as specifically provided for in these By-laws, the Articles of Organization or by law;

(d) such other benefits, rights and privileges as the Board may designate or the Voting Members may from time to time institute by vote at any meeting of the Voting Members.

Section 2.5 Privileges of Affiliate Membership

Each Affiliate Member, while in good standing, shall be entitled to:

(a) receive one copy by electronic transmission, without charge, of such publications of the Company as the Company may from time to time designate that are intended for regular distribution, prior to distribution to the public, as the Board shall approve from time to time, and of all final specifications as adopted by the Company; and

(b) such other benefits, rights and privileges as the Board may designate or the Voting Members may from time to time institute by vote at any meeting of the Voting Members.

Section 2.6 Subsidiaries, Etc.

(a) Only the legal entity which has been accepted as a Member of the Company, and not any parent, subsidiary or affiliate of such entity, shall be entitled to enjoy the rights and privileges of such Membership.

(b) Only one Member which is part of a group of Related Companies shall be permitted to have a representative on the Board at one time. For purposes of this Section 2.6, the term "Related Company" shall mean any entity which controls or is controlled by a Member or which, together with a Member, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly.

(c) Memberships shall be non-transferable, non-salable and non-assignable, except that any Member may transfer its Membership for the then current year to a successor to substantially all of its business and/or assets, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by these By-laws, the Articles of Organization and such policies and procedures as the Board may from time to time adopt.

Section 2.7 Additional Classes of Members

The conditions, privileges, powers, and voting rights (if any) of any class of Members may be changed, and one or more additional classes of Membership in the Company may be created, and the conditions, voting rights (if any), powers and privileges of each such class may be prescribed, by adoption of an amendment to these By-laws pursuant to Article XIV of the By-laws.

Section 2.8 Deprivation or Suspension of Membership

Any Member in good standing may be deprived of its Membership or be suspended as a Member for cause, and any Member not in good standing may be deprived of its Membership or can be suspended as a Member without cause, by the Board. Any application fees, initial fees, annual dues, assessments, other fees and/or penalties already paid shall not be refundable upon the Member's suspension or deprivation of Membership, and all fees of such Member which may be accrued and unpaid as of such date shall remain due and payable. No deprivation or suspension of Membership (other than for non-payment of dues, assessments or fees) shall be effective, however, unless:

(a) The Member is given notice of the proposed deprivation or suspension of Membership and of the reasons therefor;

(b) Such notice is delivered personally or by certified mail, return receipt requested, or by a national or international overnight courier service, sent to the last address of the Member shown on the Company's records;

(c) Such notice is given at least ten (10) days prior to the effective date of the proposed deprivation or suspension of Membership; and

(d) Such notice sets forth a procedure determined by the body (said body to consist of the Board or a committee selected for that purpose by the Board) authorized to decide whether or not the proposed deprivation or suspension shall take place, whereby the Member is given the opportunity to be heard by such body, either orally (and represented by counsel if the Member so desires) or in writing, not less than five (5) days before the effective date of the proposed deprivation or suspension.

Any deprivation or suspension of Membership for non-payment of dues, assessments or fees may be effected by written notice from the President of the Company pursuant to such rules as the Board may from time to time adopt.

Section 2.9 Resignation by Member

A Member may resign as a Member at any time. Any application fees, initial fees, annual dues, assessments, other fees and/or penalties already paid shall not be refundable in such event, and all fees of such Member which may be accrued and unpaid as of such date shall remain due and payable.

Section 2.10 Membership Book

The name and address of each Member shall be contained in a Membership Book to be maintained at the principal office of the Company. Termination of any Membership shall be recorded in the book together with the date of such termination. Each Member shall be responsible for apprising the Company in writing of all changes to its name and address, and of the names and addresses of all representatives of such Member appointed to be members of committees designated by such Member in its application for Membership or to receive notices or to vote on behalf of such Member.

Section 2.11 Levy of Dues, Assessments or Fees

(a) The Company may levy dues, assessments or fees upon its Voting Members in such amount as may be approved from time to time by the Board, but a Member upon learning of any increase in dues, or of any levy of any assessments or fees, may avoid liability therefor by resigning from Membership prior to the date such dues, assessments or fees are due and payable, except where the Member is, by contract with the Company or otherwise, independently and explicitly liable for such dues, assessments or fees. No provision of the Articles of Organization or By-laws of the Company authorizing such dues, assessments or fees shall, of itself, create such liability. In no event shall the failure of a Member to pay any dues or assessments give rise to any claim in favor of the Company for indirect or consequential damages.

(b) The President shall be permitted, in his or her discretion, to exchange memberships of the Company with other user groups, consortia, trade associations and similar non-profit organizations on a no-fee or reduced-fee basis, where he or she believes that such cross membership is in the best interests of the Company and its Members.

Section 2.12 Use of Names

Neither the Company nor any Member shall use the name, logos or trademarks of the other in any form of publicity without the written permission of the other (as evidenced by the approval of the Board, in the case of Company-required permission), provided that the Company and any Member may each disclose and publicize such Member's membership in the Company. Notwithstanding the foregoing, the Board of the Company shall approve a logo and clickable hyperlink, which logo and hyperlink may be changed from time to time upon approval by the Board. Each member user group shall be required to incorporate the logo and clickable hyperlink on its home page website.

ARTICLE III

MEETINGS OF MEMBERS

Section 3.1 Place of Meetings

All meetings of the Members shall physically be held at such place within or without the Commonwealth of Massachusetts, or as may otherwise be permitted by law, and at such time as may be fixed from time to time by the Board or President, or if not so designated, at the registered office of the Company.

Section 3.2 Annual Meeting

Annual meetings of Members shall be held by written consent pursuant to Section 3.10, or, if in person, on the first calendar day of the Company’s annual MegaMeeting in May in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board or the President, at which meeting Voting Members shall elect, in accordance with Section 4.3, a Board and at which meeting the Members shall transact such other business as may properly be brought before the meeting. If no annual meeting is held in accordance with the foregoing provision, the Board shall cause the meeting to be held as soon thereafter as convenient, which meeting shall be designated a special meeting in lieu of annual meeting.

Section 3.3 Special Meetings

Special meetings of the Members, for any purpose or purposes, may, unless otherwise prescribed by statute or by the Articles of Organization, be called by the Board or the President or Clerk (or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer), upon the request in writing of Voting Members entitled to vote at least ten percent (10%) of the aggregate votes of all Voting Members. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of said number of members, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.

Upon request by any person or persons entitled to call a special meeting of the Voting Members, the Chairman of the Board, President, Vice President or Clerk shall, within thirty days after receipt of the request, cause notice to be given to the Voting Members entitled to vote at such meeting that a special meeting will be held at a time chosen by the Board, but not less than thirty-five nor more than ninety days after receipt of the request.

Section 3.4 Notice of Meetings

Except as otherwise provided by law or these By-laws, written notice of each meeting of the Members, annual or special, stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and such other information as may be required by law shall be given not less than ten nor more than sixty days before the date of the meeting, to each Member entitled to attend such meeting.

Section 3.5 Voting List

The officer who has charge of the Membership Book of the Company shall prepare and make a complete list of the Members entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each such Member. Nothing contained in this Section shall require the Company to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any Member, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to Members of the Company. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member who is present. The Company shall not sell or otherwise release members’ electronic contact information to the general public and the Company shall not use any such electronic contact information for any purpose other than to effectuate Company activities. However, nothing shall prevent individual members or member user groups from releasing its or their electronic contact information on a case-by-case basis, where each such member or member user group has the ability to opt in to the release of such information.

Section 3.6 Quorum

Except as otherwise provided by statute, the Articles of Organization or these By-laws, Voting Members entitled to vote more than fifty percent (50%) of the aggregate votes of all Voting Members, present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business. Committees (other than committees of the Board) shall have the same rules relating to quorum requirements and voting majorities as provided for in these By-laws, unless otherwise approved by the affirmative vote of the Board.

Section 3.7 Adjournments

Any meeting of Members may be adjourned from time to time to any other time and to any other place at which a meeting of Members may be held under these By-laws or by law, which time and place and such other information as may be required by law shall be announced at the meeting, by a majority of the Voting Members present in person or represented by proxy at the meeting and entitled to vote, though less than a quorum, or, if no Voting Member is present or represented by proxy, by any officer entitled to preside at or to act as Clerk of such meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member.

Section 3.8 Action at Meetings

Unless the question is one upon which, by express provision of law, the Articles of Organization or these By-laws, a different vote is required (in which case such express provision shall govern and control the decision of such question), when a quorum is present at any meeting of Members, the vote of more than fifty percent (50%) of the aggregate votes of all Voting Members, present in person or represented by proxy and entitled to vote on the question, shall decide any question brought before such meeting; provided, however, in the event that any vote is to be taken of a single class of Voting Members, then a quorum for such vote shall be not less than fifty percent (50%) of the Members of that class, and the vote of more than fifty percent (50%) of the aggregate votes of the Members of that class present in person or represented by proxy and entitled to vote on the question, shall decide such question.

Section 3.9 Proxies

Each Member entitled to vote at a meeting of Members, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such Member by proxy, but no such proxy shall be voted or acted upon after six months from its date or after the final adjournment of a meeting, with respect to votes taken at such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

Section 3.10 Action Without Meeting

Any action required or permitted to be taken at any annual or special meeting of Members, or at any meeting of a Committee, Sub-Committee or other group of Members or subset of Members, may be taken without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the Members (or class of Members, as the case may be). Delivery made to the Company's registered office shall be made by hand or by certified or registered mail, return receipt requested.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

In the event that action involving the amendment or restatement of the Articles of Organization, a change in the name or purposes of the Corporation, or the sale, lease, exchange or other disposition of all or substantially all of the Corporation’s property and assets (provided such disposition involves or results in a material change in the nature of the activities conducted by the Corporation) is taken pursuant to this Section 3.10, the Corporation shall provide notice in writing of the actions so taken to any Members who are not Voting Members of the Corporation.

Section 3.11 Nomination and Election Procedures

Subject to the provisions of Section 4.3, the Board shall establish reasonable nomination and election procedures given the nature, size, and operations of the Company, including a reasonable means for Members of appropriate classes to nominate a person for election as a Director, a reasonable opportunity for a nominee to communicate to the Members the nominee's qualifications and the reasons for the nominee's candidacy (if requested by such nominee), a reasonable opportunity for all nominees to solicit votes (if requested by any such nominee), and a reasonable opportunity for all Members entitled to vote thereon to choose among the nominees. The initial Board shall be nominated and voted upon by the President and shall be submitted for corporate reporting purposes to the Commonwealth of Massachusetts. At the initial MegaMeeting to be held by the Company following its incorporation, the Board may vote to approve and accept the new Executive members to join the Company, and the Executive members shall then vote to approve and elect the Board.

Section 3.12 Order of Business

The order of business at all meetings of Members shall be as determined by the presiding officer, but the order of business to be followed at any meeting at which a quorum is present may be changed by a vote of the Voting Members.

ARTICLE IV

DIRECTORS

Section 4.1 Powers; Voting

The business and affairs of the Company shall be managed by its Board. The Board may exercise all powers of the Company and do all such lawful acts and things as are not by statute or by the Articles of Organization or by these By-laws directed or required to be exercised or done by the Members.

Section 4.2 Number of Directors

The total number of Directors shall be at least one and not more than eleven.

Section 4.3 Nomination, Election and Term of Office of Directors

(a) Notwithstanding anything to the contrary in law or in the articles of organization or By-laws of the Company, the directors of the Company shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible; the term of office of those of the first class (“Class I Directors”) to continue until the first annual meeting following the date of incorporation of the Company and until their successors are duly elected and qualified; the term of office of those of the second class (“Class II Directors”) to continue until the second annual meeting following the date of incorporation of the Company and until their successors are duly elected and qualified; and the term of office of those of the third class (“Class III Directors”) to continue until the third annual meeting following the date of incorporation of the Company and until their successors are duly elected and qualified.

(b) At each annual meeting of the Company, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until the annual meeting held in the third year following the year of their election and until their successors are duly elected and qualified.

(c) On or prior to the date on which the Company first convenes an annual meeting following the date of the Company’s incorporation the Board of the Company shall adopt a vote designating, from among its members, directors to serve as Class I Directors, Class II Directors and Class III Directors. Initially, there shall be two (2) Class I Directors, two (2) Class II Directors and three (3) Class III Directors.

(d) A Director shall hold office until the earliest to occur of (i) the expiration of the term for which such Director was elected and such Director's successor is elected and qualified and (ii) the Member which is represented by such Director ceases to be a Member.

(e) Each Director (or the Member which is the employer of such Director) may designate in writing (which designation may be withdrawn in writing at any time by such Director or Member) an individual to act as a Director in his or her stead, whether for a single meeting or as a standing alternate. Any such alternate Director shall be entitled to (i) attend and vote at all meetings which the designating Director does not attend, (ii) sign all written consents in lieu of the designating Director, and (iii) otherwise exercise the duties and enjoy the privileges of the designating Director in the absence or unavailability of the designating Director. In addition, in lieu of making such a substitution, any Director who will be absent for any meeting may deliver a written proxy to the President of the Company, authorizing the President to either vote as instructed in such proxy, or to vote in the stead of such absent Director in such manner as the President may believe appropriate. Any such proxy shall be valid only with respect to the meeting and such specific matters (or with respect to all matters, if so desired) as may be stated in such proxy.

(f) The Board may approve from time to time such reasonable attendance and other requirements as it shall deem to be advisable to ensure that Board seats are held by active, contributing individuals. Such rules may provide that the Member which has elected or nominated a Director, as the case may be, may lose its ability to nominate and/or elect a representative to the Board in the event that such requirements have not been met, and/or that a Board member who fails to meet such requirements shall automatically be deemed to have resigned from the Board, but no such rule may be imposed retroactively.

(g) Only Executive Members shall be entitled to vote in elections of Directors. Any Member may nominate individuals for consideration for election to the Board. The Articles of Organization or these By-laws may confer upon any class of Members the right to elect one or more directors who shall serve for such term, and have such voting powers, as shall be stated in the Articles of Organization or the By-laws; provided, however, that no such provision of the Articles of Organization or the By-laws which confers upon such holders any such right shall become effective unless prior to its adoption it was approved by a vote of a majority in number of the directors of such provisions.

Section 4.4 Enlargement or Reduction

The number of Directors, the persons eligible to become Directors and the classes of Members eligible to elect Directors may be amended at any time by a vote of the Board or by a vote of the Voting Members.

Section 4.5 Resignation and Removal

Any Director may resign at any time upon notice to the Company in writing or by electronic transmission at its principal place of business or 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. Any Director who was elected by a Member under Section 4.3 may be removed, with or without cause, by that Member. Any or all of the Directors who were elected by a class of Members as a class or the Board may be removed, with or without cause, by a numeric majority vote of such class of Members or the Board, respectively. Unless otherwise specified by law or the Articles of Organization, any Director may be removed with cause by a majority of the other Directors.

Section 4.6 Vacancies

(a) Vacancies on the Board occurring as a result of death, resignation or removal of a Director shall be filled in the manner set forth in Section 4.3. All other vacancies shall be filled by the vote of a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The term of a Director so appointed or elected shall be the unexpired portion of the term of the Director, if any, whom the Director so appointed or elected is replacing, or until the next general election of Directors, in the case of an expansion of the Board.

(b) In the event of a vacancy in the Board, the remaining Directors, except as otherwise provided by law or these By-laws, may exercise the powers of the full Board until the vacancy is filled.

Section 4.7 Place of Meetings

The Board may hold meetings, both regular and special, either within or without the Commonwealth of Massachusetts.

Section 4.8 Regular Meetings

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board; provided that any Director who is absent when such a determination is made shall be given prompt notice of such determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of Members.

Section 4.9 Special Meetings

Special meetings of the Board may be called by the President, Clerk, or on the written request of two or more Directors, or by one Director in the event that there is only one Director in office. Two business days' notice to each Director, either personally or by telecopy, commercial delivery service, or similar means sent to his or her business or home address, or three business days' notice by written notice deposited in the mail, shall be given to each Director by the Clerk or by the officer or one of the Directors calling the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.

Section 4.10 Quorum, Action at Meeting, Adjournments

At all meetings of the Board a majority of Directors then in office, shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law or by the Articles of Organization. No Director whose attendance and voting rights have been suspended shall be counted for purposes of determining quorum, the number of Directors then in office or the number of Directors required for voting purposes, unless otherwise required by law, these By-laws or the Articles of Organization. If a quorum shall not be present at any meeting of the Board, a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. In the event that one or more of the Directors shall be disqualified from voting at any meeting upon any matter, then the required quorum as it relates to the consideration of such matter shall be reduced by one for each such director so disqualified.

Section 4.11 Action by Consent

(a) Unless otherwise restricted by the Articles of Organization or these By-laws, any action required or permitted to be taken by the Board may be taken without a meeting and without prior notice if all of the Directors then in office consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

(b) Unless otherwise restricted by law, the Articles of Organization or these By-laws, any action required or permitted to be taken at any meeting of any committee of the Board may be taken in the manner set forth in the preceding clause 4.11(a).

Section 4.12 Telephonic Meetings

Unless otherwise restricted by the Articles of Organization or these By-laws, members of the Board or of any committee thereof may participate in a meeting of the Board or of any committee, as the case may be, by means of conference telephone, video conference equipment, or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 4.13 Inspection Rights

Every Director shall have the absolute right at any time to inspect, copy and make extracts of, in person or by agent or attorney, all books, records and documents of every kind and to inspect the physical properties of the Company. Such copying shall be provided at an at-cost basis and be pre-paid by the Director requesting such copying.

Section 4.14 Fees and Compensation

Directors shall not receive any stated salary or reimbursements for their services as Directors; provided that, by resolution of a majority of the Board, the Company may reimburse Directors for expenses incurred while acting on behalf of the Company and/or expenses incurred in attending meetings of the Board, in such amounts as the Board may determine to be appropriate. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor. The Directors may also provide reimbursement of expenses for members of committees in connection with their service on such committees.

ARTICLE V

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 5.1 Executive Committee

The Board may (but shall not be required) by resolution adopted by a majority of the Directors then in office (provided a quorum is present), create an Executive Committee, consisting of one or more Directors. The Board may designate one or more Directors as alternate members of such committee, who may replace any absent member at any meeting of such committee. The Executive Committee, subject to any limitations imposed by the Articles of Organization, by these By-laws, by statute, and/or by the Board, shall have and may exercise all of the powers of the Board which are delegated to the Executive Committee from time to time by the Board; provided, however, that the Executive Committee shall have no authority with respect to:

(a) Approving any action which also requires approval of the Voting Members;

(b) Filling vacancies on the Board;

(d) Amending or repealing the By-laws or adopting new By-laws;

(e) Amending or repealing any resolution of the Board which by its express terms is not so amendable or repealable;

(f) Amending the Articles of Organization;

(g) Adopting an agreement of merger or consolidation;

(h) Recommending to the Members the sale, lease or exchange of all or substantially all of the Company's property and assets; and

(i) Recommending to the Members a dissolution of the Company or a revocation of a dissolution.

Section 5.2 Other Committees of the Board

The Board may, by resolution adopted by a majority of the Directors then in office (provided a quorum is present), create such nominating, audit, compensation and other committees, each consisting of one (1) or more Directors appointed by the Board, as it may from time to time deem advisable to perform such general or special duties as may from time to time be delegated to any such committee by the Board, subject to the limitations imposed by the Articles of Organization or by these By-laws. No such committee shall have the power or authority to take any action prohibited by Section 5.1 above to be taken by the Executive Committee. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and make such reports to the Board as the Board may request.

Section 5.3 Meetings of Committees of the Board

Except as otherwise provided in these By-laws or by resolution of the Board, each committee of the Board may adopt its own rules governing the time and place of holding and the method of calling its meetings and the conduct of its proceedings and shall meet as provided by such rules, but unless otherwise provided by resolution of the Board or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the conduct of the business the Board.

Section 5.4 Term of Office of Members of Committees of the Board

Each member of a committee of the Board shall serve at the pleasure of the Board.

Section 5.5 Committees of the Members

From time to time, the Board may establish additional committees and sub-committees whose members need not be Directors. Each Member, so long as it remains a Member in good standing, shall be entitled to appoint a representative or representatives to each such committee as set forth in Article II, such representative(s) to have voting rights (if any) as set forth in Article II.

ARTICLE VI

OFFICERS

Section 6.1 Officers

The officers of the Company shall be a President, a Treasurer and a Clerk. The Company may also have, at the discretion of the Board, a Chairperson, one or more Vice Presidents, one or more Assistant Clerks and/or Assistant Treasurers, and such other officers with such titles, terms of office and duties as may be elected in accordance with the provisions of Section 6.3. When the Company has a Chairperson (and otherwise, the President), that individual shall preside over meetings of the Board. One person may hold two or more offices unless the Articles of Organization or these By-laws otherwise provide.

Section 6.2 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-laws for regular elections to such office.

Section 6.3 Election

The Board at its first meeting after each annual meeting of Members shall choose a President, Chairperson (if desired), a Clerk and a Treasurer. Other officers may be elected by the Board at such meeting, and all officers may be replaced, at any other meeting, or by written consent.

Section 6.4 Tenure

Each officer of the Company shall hold office until his or her successor is chosen and qualifies, unless a different term is specified in the vote choosing or electing him, or until his or her earlier death, resignation or removal. Any officer elected by the Board may be removed at any time by the Board or a committee duly authorized to do so. Any vacancy occurring in any office of the Company may be filled by the Board, at its discretion. Any officer may resign by delivering his or her written resignation to the Company at its principal place of business or to the 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.

Section 6.5 President

The President shall be the chief executive and the chief operating officer of the Company. In the absence of a separate individual being elected the Chairperson of the Board, the President shall preside at all meetings of the Board and the Members. At such time as there shall be a Chairperson who is not the President, the Board may allocate such duties and functions of the President as are provided for below to the Chairperson. The President shall have general and active management of the business of the Company and see that all orders and resolutions of the Board are carried into effect. Without limiting the foregoing, the President shall:

(a) Execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company;

(b) Direct and administer the affairs of the Company, including setting compensation (other than his or her own), and the hiring and discharge of office employees;

(d) Initiate and promote programs which serve and advance the purpose and objective of the Company;

(e) Coordinate, assist and monitor all committees and their programs;

(f) Direct all Company functions;

(g) Submit an annual budget, together with supporting documentation;

(h) Create, and update when necessary, employee job descriptions and hold individual annual reviews with each employee; and

(i) Perform such other duties as may from time to time be assigned by the Board and/or any Executive Committee.

Section 6.6 Vice-Presidents

In the absence of the President or in the event of his or her inability or refusal to act, a Vice-President, or if there be more than one Vice-President, the Vice-Presidents in the order designated by the Board (or in the absence of any designation, then in the order determined by their tenure in office) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board or the President may from time to time prescribe.

Section 6.7 Clerk

The Clerk shall have such powers and perform such duties as are incident to the office of Clerk, and shall:

(a) Prepare and maintain lists of Members and their addresses as required;

(b) Attend all meetings of the Board and all meetings of the Members and record all the proceedings of the meetings of the Company and of the Board in a book to be kept for that purpose and perform like duties for the standing committees when required;

(c) Give, or cause to be given, notice of all meetings of the Members and special meetings of the Board, and perform such other duties as may be from time to time prescribed by the Board, and be under their supervision; and

(d) Have custody of the corporate seal of the Company and the Clerk, or an Assistant Clerk, have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by signature of the Clerk or by the signature of such Assistant Clerk. The Board may give general authority to any other officer to affix the seal of the Company and to attest the affixing by such officer's signature.

Section 6.8 Assistant Clerks

The Assistant Clerk, or if there be more than one, the Assistant Clerks in the order determined by the Board, the President or the Clerk (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the Clerk or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Clerk and shall perform such other duties and have such other powers as the Board, the President or the Clerk may from time to time prescribe. In the absence of the Clerk or any Assistant Clerk at any meeting of Members or Directors, the person presiding at the meeting shall designate a temporary or acting Clerk to keep a record of the meeting.

Section 6.9 Treasurer

The Treasurer shall perform such duties and shall have such powers as may be assigned to him or her by the Board or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, when the President or Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Company.

Section 6.10 Compensation

The compensation, if any, of the officers shall be fixed from time to time by the Board, and no officer shall be prevented from receiving such compensation by reason of the fact that the officer is also a Director of the Company.

ARTICLE VII

NOTICES

Section 7.1 Delivery

(a) Whenever, under the provisions of law, or of the Articles of Organization or these By-laws, written notice is required to be given to any Director or Member, such notice may be given by mail, addressed to such Director or Member, at his, her or its address as it appears on the records of the Company, with postage thereon prepaid. Unless written notice by mail is required by law, the Articles of Organization or another provision of these By-laws, written notice may also be given by electronic mail, telecopy, commercial delivery service, or similar means, addressed to such Director or Member at his, her or its address as it appears on the records of the Company.

(b) Notice given pursuant to this section shall be deemed given: (1) if by facsimile telecommunication (A) to a Member, when directed to a number at which the Member has consented to receive notice and (B) to a Director, when directed to the number for such Director as it appears on the records of the Company; (2) if by in-hand delivery or oral notice, at the time it is actually given; (3) if by mail, at the time when the same shall be deposited in the United States mail; and (4) if by commercial delivery carrier or similar means, at the time when the same shall be deposited with the carrier, in each case the transmission charge to be paid by the Company or the person sending such notice and not by the addressee.

Section 7.2 Waiver of Notice

Whenever any notice is required to be given under the provisions of law or of the Articles of Organization or of these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent thereto.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Actions other than by or in the Right of the Company

The Company shall indemnify any 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 (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedings, had no reasonable cause to believe this conduct was unlawful. 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, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 8.2 Actions by or in the Right of the Company

The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the district court of the Commonwealth of Massachusetts or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the district court of the Commonwealth of Massachusetts or such other court shall deem proper.

Section 8.3 Success on the Merits

To the extent that any person described in Section 8.1 or 8.2 of this Article VIII has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.

Section 8.4 Specific Authorization

Any indemnification under Section 8.1 or 8.2 of this Article VIII (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he or she has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by a majority vote of such Directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by the Members of the Company.

Section 8.5 Advance Payment

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in Sections 8.1 or 8.2 to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the Company as authorized in this Article VIII.

Section 8.6 Non-Exclusivity

The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article VIII shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under the Articles of Organization, any By-law, agreement, vote of Voting Members or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 8.7 Jurisdiction of State and Federal Courts of Massachusetts

The State and Federal Courts sitting in the Commonwealth of Massachusetts are vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification. Any of those courts may summarily determine the Company’s obligation to advance expenses (including attorney’s fees).

Section 8.8 Insurance

The Board may authorize the Company to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Article VIII.

Section 8.9 Continuation of Indemnification and Advancement of Expenses

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.10 Severability

If any word, clause or provision of this Article VIII or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 8.11 Intent of Article

The intent of this Article VIII is to provide for indemnification and advancement of expenses to the fullest extent permitted by the MGCL. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article VIII shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

ARTICLE IX

BOOKS AND RECORDS

Section 9.1 Books and Records

The Company shall keep adequate and correct books and records of account, minutes of the proceedings of the Members, the Board and committees of the Board, and a record of the Members giving their names and addresses and the class of Membership held by each.

Section 9.2 Form of Records

Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form.

Section 9.3 Reports to Directors, Members and Others

The Board shall cause such reports to be prepared, filed and/or distributed as may be required.

Section 9.4 Record Date

In order that the Company may determine the Members entitled to notice of or Voting Members entitled to vote at any meeting of Members or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution, if any, permitted by law and the Company's then current federal and state tax status, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Membership or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty days nor fewer than ten days before the date of such meeting, nor prior to the adoption of the resolution by the Board fixing such record date. A determination of Members of record entitled to notice of or Voting Members entitled to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining Members entitled to notice of or Voting Members entitled to vote at a meeting of Members shall be at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining Members entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is delivered to the Company. The record date for determining Members entitled to express consent to corporate action in writing without a meeting, when prior action by the Board is necessary, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 9.5 Registered Members

The Company shall be entitled to recognize the exclusive right of a person registered on its books as a Member or a representative of a Member to receive distributions, if any, and to vote, if such records indicate that such person is a Voting Member or a representative of a Voting Member, and to hold liable for fees, penalties and assessments a person or entity registered on its books as a Member, and shall not be bound to recognize any equitable or other claim to or interest in Membership on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the MGCL.

ARTICLE X

CERTAIN TRANSACTIONS

Section 10.1 Transactions with Interested Parties

No contract or transaction between the Company and one or more of its Directors or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction or solely because his, her or their votes are counted for such purpose, if:

(a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Voting Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Voting Members; or

(c) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board, a committee thereof, or the Voting Members.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or committee which authorizes the contract or transaction.

ARTICLE XI

GRANTS, CONTRACTS, LOANS, ETC.

Section 11.1 Grants

The making of grants and contributions, and otherwise rendering financial assistance for the purposes of the Company, may be authorized by the Board. The Board may authorize any officer or officers, agent or agents, in the name of and on behalf of the Company to make any such grants, contributions or assistance.

Section 11.2 Execution of Contracts

The Board may authorize any officer, employee or agent, in the name and on behalf of the Company, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the Board to the contrary, the President shall be authorized to execute such contracts and instruments on behalf of the Company.

Section 11.3 Checks, Drafts, Etc.

All checks, drafts and other orders for the payment of money out of the funds of the Company, and all notes or other evidences of indebtedness of the Company, shall be signed on behalf of the Company in such manner as shall from time to time be determined by resolution of the Board.

Section 11.4 Deposits

The funds of the Company not otherwise employed shall be deposited from time to time to the order of the Company in such banks, trust companies, or other depositories, or shall be otherwise invested, as the Board may select or direct, or as may be selected or directed by an officer, employee or agent of the Company to whom such power may from time to time be specifically delegated by the Board.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1 Fiscal Year

The fiscal year of the Company shall be determined, and may be changed, by resolution of the Board.

Section 12.2 Reserves

The Directors may set apart out of any funds of the Company a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 12.3 Seal

The Board may, by resolution, adopt a corporate seal. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the Board.

ARTICLE XIII

ANTITRUST COMPLIANCE

Section 13.1 General

The Company will conduct all of its activities in conformance with all international, U.S. federal and state antitrust laws, including the Sherman Act, the Clayton Act, the Robinson-Patman Act and the Federal Trade Commission Act. The Board and the President of the Company shall consult legal counsel and seek legal review whenever necessary to insure that the activities of the Company are conducted in conformance with such laws.

Section 13.2 No Obligation to Endorse

No Member shall, by reason of its membership or participation in the Company or otherwise, be obligated to license, use or endorse any Intellectual Property developed or endorsed by the Company, or to conform any of its products to any standards or specifications developed or adopted by the Company, nor shall any such Member be precluded from independently licensing, using or endorsing similar intellectual property, software, specifications or documentation developed by it or by others.

ARTICLE XIV

AMENDMENTS

These By-laws may be altered, amended or repealed or new By-laws may be adopted by (i) the Voting Members, or (ii) the Board, except where such power is expressly limited by law or the Articles of Organization, at any annual meeting of the Voting Members or regular meeting of the Board or at any special meeting of the Voting Members or of the Board, provided, however, that in the case of a regular or special meeting of Voting Members, notice of such alteration, amendment, repeal or adoption of new By-laws shall be contained in the notice of such meeting.

Certified as Adopted By-laws of the Company:

By: ____________________

Rick Zach, President

Adopted September 24, 2001 As Amended by the Board of Directors 1-8-2002

Section 3.9 Proxies

Section 3.11 Nomination and Election Procedures

Adopted September 24, 2001
As Amended by the Board of Directors 1-8-2002