AMENDED AND RESTATED
(Through October 23, 1998)
BY-LAWS
OF
NEW ENGLAND BUSINESS SERVICE, INC.
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders shall be
held on the fourth Friday of October in each year (or if that be a legal
holiday in the place where the meeting is to be held, on the next succeeding
full business day), or on such later date to which the Directors or the
Chairman of the Board or the President shall postpone such meeting, at the
hour fixed by the Directors or the Chairman of the Board or the President
and stated in the notice of the meeting. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the
Certificate of Incorporation or by these By-laws, may be specified by the
Directors or the Chairman of the Board or the President. If no annual
meeting is held in accordance with the foregoing provisions, the Directors
shall cause the meeting to be held as soon thereafter as convenient.
Section 2. Special Meetings. Special meetings of the stockholder may be
called by the Chairman of the Board, the President or the Directors. No
call of a special meeting of the stockholders shall be required if such
notice of the meeting shall have been waived in writing (including a
telegram) by every stockholder entitled to notice thereof, or by his
attorney thereunto authorized.
Section 3. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the corporation unless a different place (within
the United States) is fixed by the Directors or the Chairman of the Board or
the President and stated in the notice of the meeting.
Section 4. Notices. Except as otherwise provided by law, notice of all
meetings of stockholders shall be given as follows, to wit: A written
notice, stating the place, day and hour thereof, shall be given by the
Secretary (or person or persons calling the meeting), not less than 10 nor
more than sixty days before the meeting, to each stockholder entitled to
vote thereat and to each stockholder who, by law, the Certificate of
Incorporation, or these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by
mailing it postage prepaid, and addressed to such stockholder at his address
as it appears upon the books of the corporation. Notices of all meetings of
stockholders shall state the purposes for which the meetings are called. No
notice need be given to any stockholder if a written waiver
of notice, executed before or after the meeting by the stockholder or his
attorney thereunto authorized, is filed with the records of the meeting.
Section 5. Quorum. At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing
in person and/or as proxies and owning and/or representing a majority of the
shares of the corporation then outstanding and entitled to vote, provided
that in the absence of a quorum, the stockholders may, by majority vote,
adjourn the meeting from time to time until a quorum shall be present.
Section 6. Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Certificate of
Incorporation or by resolution or resolutions of the Board of Directors
establishing rights of Preferred Stock as provided for in the Certificate of
Incorporation. Stockholders may vote either in person or by written proxy
dated not more than three years before the meeting named therein, unless the
proxy provides for a longer period. Proxies shall be filed with the
Secretary before being voted at any meeting or any adjournment thereof.
Every proxy must be signed by the stockholder or by his attorney-in-fact. A
proxy purporting to be executed by or on behalf of a stockholder shall be
deemed valid unless challenged at or prior to its exercise.
Section 7. Action at Meeting. When a quorum is present, the action of the
stockholders on any matter properly brought before such meeting shall be
decided by the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Certificate of Incorporation or these By-laws. Any
election by stockholders shall be determined by a majority of the votes cast
by the stockholders entitled to vote at the election. No ballot shall be
required for such election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
Section 8. Special Action. Any action to be taken by the stockholders may
be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing filed with the records of the
meetings of stockholders. Such consent shall be treated for all purposes as
a vote at a meeting.
Section 9. Record Date. The Directors may fix in advance a time which
shall be not more than sixty days prior to (a) the date of any meeting of
stockholders and not less than ten days prior to such meeting, (b) the date
for the payment of any dividend or the making of any distribution to
stockholders, or (c) the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record
date for determining the stockholders having the right to notice of and to
vote at such meeting and any adjournment thereof, the right to receive such
dividend or distribution, or the right to give consent or dissent. The Board
of Directors may fix a new record date, or confirm an existing record date,
for the purpose of determining the stockholders entitled to vote at any
adjourned or postponed meeting. In each such case only stockholders of
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record on such record date shall have such right, notwithstanding any
transfer of stock on the books of the corporation after the record date.
Section 10. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held, which place shall
be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stock ledger shall
be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by this Section or the books of the
corporation, or to vote at any meeting of stockholders.
ARTICLE TWO
Directors
Section 1. Powers. The Board of Directors, subject to any action at any
time taken by such stockholders as then have the right to vote, shall have
the entire charge, control and management of the corporation, its property
and business and may exercise all or any of its power.
Section 2. Election. A Board of Directors of such number, not less than 3,
nor more than 9, as shall be fixed by the stockholders, shall be elected by
the stockholders at the annual meeting.
Section 3. Vacancies. Any vacancy at any time existing in the Board may be
filled by the Board at any meeting. The stockholders having voting power
may, at a special meeting called at least in part for the purpose, choose a
successor to a Director whose office is vacant, and the person so chosen
shall displace any successor chosen by the Directors.
Section 4. Enlargement of the Board. The number of the Board of Directors
may be increased and one or more additional Directors elected at any special
meeting of the stockholders, called at least in part for the purpose, or by
the Directors by vote of a majority of the Directors then in office.
Section 5. Tenure. Except as otherwise provided by law, by the Certificate
of Incorporation or by these By-laws, Directors shall hold office until the
next annual meeting of stockholders and thereafter until their successors
are chosen and qualified. Any Director may resign by delivering his written
resignation to the corporation at its
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principal office or to the Chairman of the Board, the President or the
Secretary. 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. Removal. A Director may be removed from office with or without
cause by vote of a majority of the stockholders entitled to vote in the
election of Directors.
Section 7. Annual Meetings. Immediately after each annual meeting of
stockholders and at the place thereof, if a quorum of the Directors elected
at such meeting is present, there shall be a meeting of the Directors
without notice; but if such a quorum of the Directors elected thereat is not
present at such meeting, or if present does not proceed immediately
thereafter to hold a meeting of the Directors, the annual meeting of the
Directors shall be called in the manner hereinafter provided with respect to
the call of special meetings of Directors.
Section 8. Regular Meetings. Regular meetings of the Directors may be held
at such times and places as shall from time to time be fixed by resolution
of the Board and no notice need be given of regular meetings held at times
and places so fixed, provided however, that any resolution relating to the
holding of regular meetings shall remain in force only until the next annual
meeting of stockholders, and that if at any meeting of Directors at which a
resolution is adopted fixing the times or place or places for any regular
meetings any Director is absent, no meeting shall be held pursuant to such
resolution until either each such absent Director has in writing or by
telegram approved the resolution or seven days have elapsed after a copy of
the resolution certified by the Secretary has been mailed postage prepaid,
addressed to each such absent Director at his last known home or business
address.
Section 9. Special Meetings. Special meetings of the Directors may be
called by the Chairman of the Board, the President, the Treasurer or any two
Directors and shall be held at the place designated in the call thereof.
Section 10. Notices. Notices of any special meeting of the Directors shall
be given by the Secretary to each Director, by mailing to him, postage
prepaid, and addressed to him at his address as registered on the books of
the corporation, or if not so registered at his last known home or business
address, a written notice of such meeting at least four days before the
meeting or by delivering such notice to him at least forty-eight hours
before the meeting or by sending to him at least forty-eight hours before
the meeting, by prepaid telegram addressed to him at such address, notice of
such meeting. If the Secretary refuses or neglects for more than twenty-
four hours after receipt of the call to give notice of such special meeting,
or if the office of the Secretary is vacant or the Secretary is
incapacitated, such notice may be given by the officer or one of the
Directors calling the meeting. Notice need not be given to any Director if
a written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting without protesting prior thereto
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or at its commencement the lack of notice to him. A notice or waiver of
notice of a Directors' meeting need not specify the purpose of the meeting.
Section 11. Quorum. At any meeting of the Directors a majority of the
number of Directors required to constitute a full Board, as fixed in or
determined pursuant to these By-laws as then in effect, shall constitute a
quorum for the transaction of business; provided always that any number of
Directors (whether one or more and whether or not constituting a quorum)
present at any meeting or at any adjourned meeting may make any reasonable
adjournment thereof.
Section 12. Action at Meeting. At any meeting of the Directors at which a
quorum is present, the action of the Directors on any matter brought before
the meeting shall be decided by the vote of a majority of those present and
voting, unless a different vote is required by law, the Certificate of
Incorporation, or these By-laws.
Section 13. Special Action. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the
Directors and filed with the records of the Directors' meetings. Such
consent shall be treated as a vote of the Directors for all purposes.
Section 14. Committees. The Directors may, by vote of a majority of the
number of Directors required to constitute a full Board as fixed in or
determined pursuant to these By-laws as then in effect, elect from their
number an executive or other committees and may by like vote delegate
thereto some or all of their powers except those which by law, the
Certificate of Incorporation or these By-laws they are prohibited from
delegating. Except as the Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless
otherwise provided by the Directors or in such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these By-
laws for the Directors.
ARTICLE THREE
Officers
Section 1. Enumeration. The officers of the corporation shall be a
President, a Treasurer, a Secretary, and such Vice Presidents, Assistant
Treasurers, Assistant Secretaries, and other officers as may from time to
time be determined by the Directors.
Section 2. Election. The President, Treasurer and Secretary shall be
elected annually by the Directors at their first meeting following the
annual meeting of stockholders. Other officers may be chosen by the
Directors at such meeting or at any other meeting.
Section 3. Qualification. The President may, but need not be, a Director.
No officer need be a stockholder. Any two or more offices may be held by
the same person, provided that the President and the Secretary shall not be
the same person. Any officer
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may be required by the Directors to give bond for the faithful performance
of his duties to the corporation in such amount and with such sureties as
the Directors may determine.
Section 4. Tenure. Except as otherwise provided by law, by the Certificate
of Incorporation or by these By-laws, the President, Treasurer and Secretary
shall hold office until the first meeting of the Directors following the
annual meeting of stockholders, and thereafter until his successor is chosen
and qualified. Other officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders unless a shorter
term is specified in the vote choosing or appointing them. Any officer may
resign by delivering his written resignation to the corporation at its
principal office or to the Chairman of the Board, the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
Section 5. Removal. The Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in
office, provided, that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the Board of Directors
prior to action thereon.
Section 6. Chairman of the Board. If the Directors shall appoint a
Chairman of the Board, he shall preside at all meetings of the Board and of
the stockholders at which he shall be present. In the absence or disability
of the President, the powers and duties of the President shall be exercised
and performed by the Chairman of the Board. He shall, subject to the Board
of Directors, be responsible for the long-range planning of the corporation.
He shall perform such duties and have such powers additional to the
foregoing as the Board shall from time to time designate.
Section 7. President. In the absence or disability of the Chairman of the
Board, the President shall, when present, preside at all meetings of the
stockholders and of the Directors. Except as otherwise expressly provided
by these By-laws or by action of the Board, it shall be the duty of the
President, and he shall have the power, to see that all orders and
resolutions of the Directors are carried into effect. The President, as
soon as reasonably possible after the close of each fiscal year, shall
submit to the Directors a report of the operations of the corporation for
such year and a statement of its affairs and shall from time to time report
to the Directors all matters within his knowledge which the interests of the
corporation may require to be brought to its notice. The President shall
perform such duties and have such powers additional to the foregoing as the
Directors shall designate.
Section 8. Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Directors shall from time to time designate.
Section 9. Treasurer. The Treasurer shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositaries as shall be designated by the
Directors or in the absence of such
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designation in such depositaries as he shall from time to time deem proper.
He shall disburse the funds of the corporation as shall be ordered by the
Directors, taking proper vouchers for such disbursements. He shall promptly
render to the President and to the Directors such statements of his
transactions and accounts as the President and Directors respectively may
from time to time require. The Treasurer shall perform such duties and have
such powers additional to the foregoing as the Directors may designate.
Section 10. Assistant Treasurer. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one, or if more than one, by the one designated for the
purpose by the Directors. Each Assistant Treasurer shall have such other
powers and perform such other duties as the Directors shall from time to
time designate.
Section 11. Secretary and Assistant Secretary. The Secretary or an
Assistant Secretary, if one be elected, shall record all proceedings of the
stockholders in a book to be kept therefor and, if there be no Secretary or
Assistant Secretary of the Board of Directors, shall also record all
proceedings of the Directors in a book to be kept therefor. If there be
more than one Assistant Secretary, then the one designated to so record such
proceedings by the Directors shall do so, otherwise a Temporary Secretary
designated by the person presiding at a meeting, shall perform the duties of
the Secretary. Unless the Directors shall appoint a transfer agent and/or
registrar or other officer or officers for the purpose, the Secretary shall
be charged with the duties of keeping or causing to be kept, accurate
records of all stock outstanding, stock certificates issued and stock
transfers; and, subject to such other duties or different rules as shall be
adopted from time to time by the Directors, such records may be kept solely
in the stock certificate books. The Secretary and each Assistant Secretary
shall have such other powers and perform such other duties additional to the
foregoing as the Directors may from time to time designate.
ARTICLE FOUR
Provisions Relating to Capital Stock
Section 1. Certificates of Stock. The shares of the corporation shall be
represented by a certificate or shall be uncertificated. Certificates shall
be signed by, or in the name of the corporation by, the Chairman or Vice-
Chairman of the Board of Directors, or the President or a Vice President and
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the corporation in the
case of uncertificated partly paid shares, shall be set forth the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated.
If the corporation shall be authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences
and relative, participating, optional or other special rights of each class
of stock or series thereof
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and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back
of the certificate which the corporation shall issue to represent such class
or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of
stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences
and/or rights.
Any of or all the signatures on a certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions
from the registered owner of uncertificated shares such uncertificated
shares shall be cancelled and issuance of new equivalent uncertificated
shares or certificate shares shall be made to the person entitled thereto
and the transaction shall be recorded upon the books of the corporation.
Section 3. Equitable Interests Not Recognized. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as
the holder in fact thereof and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any
other person except as may be otherwise expressly provided by law.
Section 4. Lost or Destroyed Certificates. The Directors of the
corporation may, subject to any contrary provision of law, determine the
conditions upon which a new certificate of stock may be issued in place of
any certificate alleged to have been lost, stolen, destroyed, or mutilated.
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ARTICLE FIVE
Stock in Other Corporations
Except as the Directors may otherwise designate, the Chairman of the Board,
President or Treasurer may waive notice of, and appoint any person or
persons to act as proxy or attorney-in-fact for this corporation (with or
without power of substitution) at any meeting of stockholders or
shareholders of any other corporation or organization the securities of
which may be held by the corporation.
ARTICLE SIX
Inspection of Records
Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.
The original, or attested copies, of the Certificate of Incorporation, By-
laws and records of all meeting of the incorporators and stockholders, and
the stock and transfer records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the corporation,
or at an office of its transfer agent or of the Secretary. Said copies and
records need not be all kept in the same office. They shall be available at
all reasonable times to the inspection of any stockholder for any proper
purpose but not to secure a list of stockholders for the purpose of selling
said list or copies thereof or of using the same for a purpose other than in
the interest of the applicant, as a stockholder, relative to the affairs of
the corporation.
ARTICLE SEVEN
Checks, Notes, Drafts and Other Instruments
Checks, notes, drafts and other instruments for the payment of money drawn
or endorsed in the name of the corporation may be signed by any officer or
officers or person or person authorized by the Directors to sign the same.
No officer or person shall sign any such instrument as aforesaid unless
authorized by the Directors to do so.
ARTICLE EIGHT
Seal
The seal of the corporation shall be circular in form, bearing its name, the
word "Delaware," and the year of its incorporation. The Treasurer shall
have custody of the seal and may affix it (as may any other officer
authorized by the Directors) to any instrument requiring the corporate seal.
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ARTICLE NINE
Fiscal Year
The fiscal year of the Corporation shall be the year ending with the last
Saturday of June in each year.
ARTICLE TEN
Amendments
These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in
the notice of the meeting. If authorized by the Certificate of
Incorporation, the Directors may also make, amend, or repeal these By-laws
in whole or in part, except with respect to any provisions thereof which by
law, the Certificate of Incorporation, or these By-laws requires action by
the stockholders. Not later than the time of giving notice of the meeting
of stockholders next following the making, amending or repealing by the
Directors of any By-law, notice thereof stating the substance of such change
shall be given to all stockholders entitled to vote on amending the By-laws.
Any By-law adopted by the Directors may be amended or repealed by the
stockholders.
ARTICLE ELEVEN
Indemnification
Section 1. Right to Indemnification. Each person who was or is made a
party to or is otherwise involved (including, without limitation, as a
witness) in any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that such person is or was a Director
or officer of the corporation or that, being or having been such a Director
or officer of the Corporation, such person is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to any employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as such a Director or officer or in any other capacity
while serving as such a Director or officer, shall be indemnified and held
harmless by the corporation to the full extent permitted by the Delaware
General Corporation Law (the "DGCL"), as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than permitted prior thereto), or by other applicable law as then in
effect, against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a Director or officer and shall inure to the
benefit of the indemnitee's
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heirs, executors and administrators; provided, however, that except as
provided in Section 2 of this ARTICLE ELEVEN with respect to proceedings
seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by any such indemnitee only if such proceeding (or part
thereof) was authorized or ratified by the Board of Directors. The right to
indemnification conferred in this Section shall be a contract right and
shall include the right to be paid by the corporation the expenses incurred
in defending (or otherwise appearing in) any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); provided,
however, that an advancement of expenses shall be made only upon delivery to
the corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be
indemnified for such expenses under this Section or otherwise.
Section 2. Right of Indemnitee to Bring Suit. If a claim under Section 1
of this ARTICLE ELEVEN is not paid in full by the corporation within 60 days
after a written claim has been received by the corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be 20 days, the indemnitee may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. The indemnitee shall be presumed to
be entitled to indemnification under this ARTICLE ELEVEN upon submission of
a written claim (and, in an action brought to enforce a claim for an
advancement of expenses, where the required undertaking has been tendered to
the corporation), and thereafter the corporation shall have the burden of
proof that the indemnitee is not so entitled. Neither the failure of the
corporation (including the Board of Directors, independent legal counsel or
the stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the
circumstances nor an actual determination by the corporation (including the
Board of Directors, independent legal counsel or the stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit
or create a presumption that the indemnitee is not so entitled.
Section 3. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred by this ARTICLE ELEVEN shall not be
exclusive of any other right that any person may have or hereafter acquire
under any statute, agreement, vote of stockholders or disinterested
Directors, provisions of the Certificate of Incorporation or By-laws of the
corporation or otherwise. Notwithstanding any amendment to or repeal of
this ARTICLE ELEVEN, any indemnitee shall be entitled to indemnification in
accordance with the provisions hereof with respect to any acts or omissions
of such indemnitee occurring prior to such amendment or repeal.
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Section 4. Insurance. The corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
ARTICLE TWELVE
Principal and Registered Offices
Section 1. Principal Office. The corporation's principal office shall be
500 Main Street, Groton, Massachusetts or such other place as the Board of
Directors may designate.
Section 2. Registered Office. The corporation's registered office shall be
229 South State Street, City of Dover, County of Kent, Delaware, or such
other place as the Board of Directors may designate.
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