As amended through January 31, 1995
BY-LAWS
of
STRATUS COMPUTER, INC.
ARTICLE I
Stockholders
1. Annual Meeting. The annual meeting of stockholders shall
be held within six months after the end of the fiscal year
of the corporation at such date and hour as may be fixed by
the Directors and stated in the notice of the meeting.
Purposes for which the annual meeting is to be held, in
addition to those prescribed by law, by the Articles of
Organization or by these Bylaws, may be specified by the
Directors or the President and shall be included in the
notice of the meeting. If no annual meeting is held in
accordance with the foregoing provisions, a special meeting
may be held in lieu thereof, and any action taken at such
meeting shall have the same effect as if taken at the annual
meeting.
2. Special Meeting. Special meetings of stockholders may be
called by the President or by the Directors. Upon written
application of one or more stockholders who hold at least
10% 40%1 of the capital stock entitled to vote at the
meeting, special meetings shall be called by the Clerk, or
in case of the death, absence, incapacity or refusal of the
Clerk, by another officer. The date and hour for any
special meeting of stockholders shall be as fixed by the
Directors or, in the event not fixed by the Directors, by
the President, Clerk or other officer calling the meeting.
Purposes for which a special meeting is to be held, in
addition to those prescribed by law, by the Articles of
Organization or by these Bylaws, may be specified by the
Directors or the President and shall be stated in the call
and included in the notice of the meeting.
3. Place of Meeting. All meetings of stockholders shall be
held at the principal office of the corporation unless a
different place within The Commonwealth of Massachusetts or
in any other state in the United States is fixed by the
Directors or the President and stated in the notice of the
meeting.
4. Notice of Meetings. A written notice of every meeting of
stockholders, stating the place, date and hour thereof, and
the purposes for which the meeting is to be held, shall be
given by the Clerk, or in case of death, absence, incapacity
or refusal of the Clerk, by an other officer or person
designated by the Clerk, at least seven days before the
meeting to each stockholder entitled to vote thereat and to
each stockholder, who by law, by the Articles of
Organization or by these Bylaws is entitled to such notice,
by leaving such notice with him or at this residence or
usual place of business, or by mailing it postage prepaid
and addressed to each stockholder at this address as it
appears upon the books of the corporation. 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.
5. Quorum. The holders of a majority in interest of all stock
issued, outstanding and entitled to vote at a meeting shall
constitute a quorum, but holders of a lesser interest may
adjourn any meeting from time to time without further
notice; except that, if two or more classes of stock are
outstanding and entitled to vote as separate classes, then
in the case of each such class, a quorum shall consist of
the holders of a majority in interest of the stock of that
class issued, outstanding and entitled to vote. Stock owned
directly or indirectly by the corporation, if any, shall not
be deemed outstanding for the purposes of determining a
quorum.
6. Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held by him or record
according to the records of the corporation, unless
otherwise provided by the Articles of Organization.
Stockholders may vote either in person or by written proxy
dated not more than six months before the meeting named
therein. Proxies shall be filed with the Clerk of the
meeting, or of any adjournment thereof, before being voted.
Except as otherwise limited therein, proxies shall entitle
the persons named therein to vote at any adjournment of such
meeting but shall not be valid after final adjournment of
such meeting. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by
one of them unless at or prior to exercise of the proxy the
corporation receives a specific written notice to the
contrary from any one of them. 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 and the
burden of proving invalidity shall rest on the challenger.
7. Action at Meeting. When a quorum is present, the holders of
a majority of the stock present or represented and voting on
a matter (or if there are two or more classes of stock
entitled to vote as separate classes, then in the case of
each such class, the holders of a majority of the stock of
that class present or represented and voting on a matter),
shall decide any matter to be voted on by the stockholders,
except where a larger vote is required by law, the Articles
of Organization or these Bylaws. Any election by
stockholders shall be determined by a plurality 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. The
corporation shall not directly or indirectly vote any share
of its stock. If the Board of Directors determines that, in
the interest of an informed stockholder vote on any matter,
it is appropirate to adjourn any session of a meeting of
stockholders to a later date in order to make available
information materially relevant to consideration of such
matter, the President or other officer presiding at such
meeting may defer any action on such matter and, without a
stockholder vote on the matter of adjournment, adjourn the
meeting for the purpose of considering and acting on such
matter at a session to be convened either at a certain date,
time and place announced at the adjourned session, in which
event no further notice need be given, or at a date, time
and place to be later determined by the Board of Directors
or the President, in which event notice of the session to be
held by adjournment shall be given in the manner provided by
Section 4 of this Article I.
8. Action without Meeting. Any action required or permitted to
be taken at any meeting of stockholders may be taken without
a meeting if all stockholders entitled to vote on the matter
consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at
a meeting.
ARTICLE II
Directors
1. Powers. The business of the corporation shall be managed by
a Board of Directors who may exercise all the powers of the
corporation except as otherwise provided by law, by the
Articles of Organization or by these Bylaws. The Board of
Directors may from time to time issue and sell, or cause to
be issued and sold, for cash or other lawful consideration
all or any part of the authorized and unissued capital stock
of the corporation, including additional shares which may
hereafter be authorized by vote of the stockholders, as well
as any shares which may have been repurchased or otherwise
acquired by the corporation. In the event of a vacancy in
the Board of Directors, the remaining Directors, except as
otherwise provided by law, may exercise the powers of the
full Board until the vacancy is filled.
1A. Classified Board. During such time as the corporation shall
be subject to the provisions of Section 50A(a) of Chapter
156B of the General Laws of the Commonwealth of
Massachusetts and related provisions of said 50A with
respect to the classification of directors, all provisions
of Section 2 through 6 of this Article II which are
inconsistent with the provisions of said Section 50A shall
be subject to and superseded by the respective applicable
provisions of said Section 50A.
2. Election. A Board of Directors of such number, not less
than three (except that whenever there shall be only two
stockholders the number of Directors shall not be less than
two and whenever there shall be only one stockholder, or
prior to the issuance of any stock, the number of Directors
shall not be less than one), nor more than eight, as shall
be fixed by the stockholders, shall be elected by the
stockholders at the annual meeting.
3. Vacancies. Any vacancy in the Board of Directors, including
a vacancy resulting from the enlargement of the Board, may
be filled by the stockholders or, in the absence of
stockholder action, by the Directors.
4. Enlargement of the Board. The number of the Board of
Directors may be increased, to not more than the maximum
number specified in Section 2 of this Article II, at any
special meeting of the stockholders or by vote of a majority
of the directors then in office.
5. Tenure. Except as otherwise provided by law, by the
Articles of Organization or by these Bylaws, each Director
shall hold office until the next annual meeting of
stockholders and thereafter until his successor is chosen
and qualified or until he sooner dies, resigns, is removed
or becomes disqualified. Any Director may resign by
delivering his written resignation to the corporation at its
principal office or to the President, Clerk or 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.
6. Removal. A Director may be removed from office (a) with or
without cause by vote of the holders of a majority of stock
entitled to vote in the election of Directors, provided that
the Directors of a class elected by a particular class of
stockholders may be removed only by the vote of the holders
of a majority of the shares of such class or (b) for cause
by vote of a majority of the Directors then in office. A
Director may be removed for cause only after reasonable
notice and opportunity to be heard before the body proposing
to remove him.
7. Meetings. Regular meetings of the Directors may be held
without call or notice at such places within or without The
Commonwealth of Massachusetts and at such times as the
Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall
be given notice of the determination. A regular meeting of
the Directors may be held without a call or notice at the
same place as the annual meeting of stockholders, or the
special meeting held in lieu thereof, following such meeting
of stockholders.
8. Notice of Meetings. Reasonable notice of all special
meetings of the Directors shall be given to each Director by
the Secretary or if there be no Secretary, by the Clerk, or
Assistant Clerk, or in the case of the death, absence,
incapacity or refusal of such persons, by the officer or one
of the Directors calling the meeting. In any case, the
sending of notice to each Director in person or by telephone
or by telegram sent to his business or home address at least
twenty-four hours in advance of the meeting, or by written
notice mailed to his business or home address at least forty-
eight hours in advance of the meeting shall be deemed
reasonable notice. 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 or at its commencement the lack of
notice to him. A notice or waiver of notice of a Directors'
meeting need not specify the purposes of the meeting.
9. Quorum. At any meeting of the Directors, a majority of the
Directors then in office shall constitute a quorum (except
that whenever there shall be fewer than three Directors, one
Director then in office shall constitute a quorum). Less
than a quorum may adjourn any meeting from time to time
without further notice.
10. Action at Meeting. At any meeting of the Directors at which
a quorum is present, the vote of a majority of those
present, unless the vote of a larger number is specified by
law, by the Articles of Organization or by these Bylaws,
shall be sufficient to decide any matter.
11. Action by Consent. Any action required or permitted to be
taken at any meeting of the Directors may be taken without a
meeting if all the Directors consent to the action in
writing and the written consents are filed with the records
of the Directors' meetings. Such consents shall be treated
for all purposes as a vote of the Directors at a meeting.
12. Committees. The directors, by vote of a majority of the
Directors then in office, may elect from its number an
Executive Committee or other committees and may delegate
thereto some or all of its powers except those which by law,
by the Articles of Organization or by these Bylaws may not
be delegated.
Except as the Directors may otherwise determine, any such
committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or in such
rules, its business shall be conducted so far as possible in
the same manner as is provided by these Bylaws for the
Directors. All members of such committees shall hold office
at the pleasure of the Directors. The Directors may abolish
any such committee at any time. Any committee to which the
Directors delegates any of its powers or duties shall keep
records of its meetings and shall upon request report its
action to the Directors. The Directors shall have power to
rescind any action of any committee, but no such rescission
shall have retroactive effect.
ARTICLE III
Officers
1. Enumeration. The officers of the corporation shall consist
of a President, a Treasurer, a Clerk, and such other
officers, including a Chairman of the Board of Directors, a
Secretary, one or more Vice Presidents, Assistant
Treasurers, Assistant Clerks and Assistant Secretaries as
the Directors may determine.
2. Election. The President, Treasurer, and Clerk 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. If the office of any officer becomes
vacant, the Directors may elect or appoint a successor by
vote of a majority of the Directors present at the meeting
at which such election or appointment is made. Each such
successor shall hold office for the unexpired term of his
predecessor and until his successor shall be elected or
appointed and qualified, or until he sooner dies, resigns,
is removed or becomes disqualified.
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 Clerk shall not be the same person. The
Clerk shall be a resident of Massachusetts unless the
corporation has a resident agent appointed for the purpose
of service of process. Any officer may be required by the
Directors to give bond for the faithful performance of his
duties to the corporation in such amount and with sureties
as the Directors may determine. The premiums for such bonds
may be paid by the corporation.
4. Tenure. Except as otherwise provided by law, by the
Articles of Organization or by these Bylaws, the President,
Treasurer and Clerk shall hold office until the first
meeting of the Directors following the annual meeting of
stockholders and thereafter until his successor is chosen
qualified or until he sooner dies, resigns, is removed or
becomes disqualified; and all 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 or until
he sooner dies, resigns, is removed or becomes disqualified.
Any officer may resign by delivering his written resignation
to the corporation at its principal office or to the
President, Clerk or 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.
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 Directors prior to action
thereon.
6. Chairman of the Board; President; Vice Presidents. If a
Chairman of the Board of Directors is elected he shall
preside at all meetings of the Board of Directors at which
he is present and, if so designated by the Directors, shall
be the chief executive officer of the corporation.
The president shall be chief executive officer of the
corproation unless the Chairman of the Board of Directors is
so designated, in which event the president shall have such
powers and duties as may be assigned by the Directors.
The chief executive officer shall, subject to the direction
of the Directors, have general supervision and control of
the business of the corporation. He shall preside, when
present, at all meetings of stockholders.
Any Vice President shall have such powers as the Directors
may from time to time designate.
7. Treasurer and Assistant Treasurer. The Treasurer shall,
subject to the direction of the Directors, have general
charge of the financial affairs of the corporation and shall
cause to be kept accurate books of account, which shall be
the property of the corporation. He shall have custody of
all funds, securities, and valuable documents of the
corporation, except as the Directors may otherwise provide.
Any Assistant Treasurer shall have such power as the
Directors may from time to time designate.
8. Clerk and Assistant Clerks. The Clerk shall keep a record
of the meetings of stockholders. The Clerk shall also keep,
or cause to be kept, in Massachusetts, the original or
attested copies, of the Articles of Organization, Bylaws and
records of all meetings of incorporators and stockholders
for inspection by stockholders. Unless a Transfer Agent is
appointed, the Clerk shall keep or cause to be kept in
Massachusetts, at the principal office of the corporation,
or at his office, the stock and transfer records of the
corporation, in which are contained the names of all
stockholders and the record address, and the amount of stock
held by each.
In case a Secretary is not elected, the Clerk shall keep a
record of the meetings of the Directors.
Any Assistant Clerk shall have such powers as the Directors
may from time to time designate. In the absence of the
Clerk from any meeting of stockholders, an Assistant Clerk,
if one be elected, otherwise a Temporary Clerk designated by
the person presiding at the meeting, shall perform the
duties of the Clerk.
9. Secretary and Assistant Secretaries. If a Secretary is
elected, he shall keep a record of the meetings of the
Directors and in his absence, an Assistant Secretary, if one
is elected, otherwise a Temporary Secretary designated by
the person presiding at the meeting, shall keep a record of
the meetings of the Directors.
Any Assistant Secretary shall have such powers as the
Directors may from time to time designate.
10. Other Powers and Duties. Each officer shall, subject to
these Bylaws, have in addition to the duties and powers
specifically set forth in these Bylaws, such duties and
powers as are customarily incident to his office, and such
duties and powers as the Directors may from time to time
designate.
ARTICLE IV
Capital Stock
1. Certificates of Stock. Each stockholder shall be entitled
to a certificate of the capital stock of the corporation in
such form as may be prescribed from time to time by the
Directors. The certificate shall be signed by the President
or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a
Transfer Agent or a Registrar, other than a Director,
officer or employee of the corporation, such signatures may
be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate
shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same
effect as if he were such officer at the time of its issue.
Every certificate for shares of stock which are subject to
any restriction on transfer pursuant to the Articles of
Organization, the Bylaws or any agreement to which the
corporation is a party, shall have the restriction noted
conspicuously on the certificate and shall also set forth on
the face or back either the full text of the restriction or
a statement of the existence of such restriction and a
statement that the corporation will furnish a copy to the
holder of such certificate upon written request and without
charge. Every certificate issued when the corporation is
authorized to issue more than one class or series of stock
shall set forth on its face or back either the full text of
the preferences, voting powers, qualifications and special
and relative rights of the shares of each class and series
authorized to be issued or a statement of the existence of
such preferences, powers, qualifications and rights, and a
statement that the corporation will furnish a copy thereof
to the holder of such certificate upon written request and
without charge.
2. Transfer. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be
transferred on the books of the corporation by the surrender
to the corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with
necessary transfer stamps affixed, and with such proof of
the authenticity of signature as the corporation or its
transfer agent may reasonable require. Except as may be
otherwise required by law, by the Articles of Organization
or by these Bylaws, the corporation shall be entitled to
treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect
thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been
transferred on the books of the corporation in accordance
with the requirements of these Bylaws.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
3. Record Date. The Directors may fix in advance a time of not
more than sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend or
the making of any distribution to stockholders, or 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,
or the right to receive such dividend or distribution or the
right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of
the corporation after the record date. Without fixing such
record date the Directors may for any such purposes close
the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not
closed, then the record date for determining stockholders
having the right to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and the
record date for determining stockholders for any other
purpose shall be at the close of business on the day on
which the Directors act with respect thereto.
4. Replacement of Certificates. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon
such terms as the Directors may prescribe. The Directors
may, in their discretion, require the owner of a lost,
mutilated or destroyed certificate, or his legal
representative, to give a bond, sufficient in their opinion,
with or without surety, to indemnify the corporation against
any loss or claim which may arise by reason of the issue of
a certificate in place of such lost, mutilated or destroyed
stock certificate.
ARTICLE V
Provisions Relative to Directors, Officers, Stockholders and
Employees
1. Certain Contracts and Transactions. In the absence of fraud
or bad faith, no contract or transaction by this corporation
shall be void, voidable or in any way affected by reason of
the fact that the contract or transaction is (a) with one or
more of its officers, directors, stockholders or employees,
(b) with a person who is in any way interested in this
corporation or (c) with a corporation, organization or other
concern in which an officer, director, stockholder or
employee of this corporation is an officer, director,
stockholder, employee or in any way interested and no such
officer, director, stockholder or employee shall be held
liable to account to the corporation or to any creditor or
stockholder of the corporation for any profit or benefit
realized by him through any such contract or transaction nor
by reason of any fiduciary relationship of such officer,
director, stockholder or employee to the corporation arising
out of such stock ownership. The provisions of this section
shall apply notwithstanding the fact that the presence of a
director or stockholder, with whom a contract or transaction
is made or entered into or who is an officer, director,
stockholder or employee of a corporation, organization or
other concern with which a contract or transaction is made
or entered into or who is in any way interested in such
contract or transaction, was necessary to constitute a
quorum at the meeting of directors (or any authorized
committee thereof) or stockholders at which such contract or
transaction was authorized and/or that the vote of such
director or stockholder was necessary for the adoption of
such contract or transaction provided that if said interest
was material, it shall have been known or disclosed to the
directors or stockholders voting at said meeting on said
contract or transaction. Ownership or beneficial interest
in a minority of the stock or securities of another
corporation, joint stock company, trust, firm or association
shall not be deemed to constitute material interest for
purposes of this section and need not be disclosed. A
general notice to any person voting on said contract or
transaction that an officer, director, stockholder or
employee has a material interest in any corporation,
organization or other concern shall be sufficient disclosure
as to such officer, director, stockholder or employee with
respect to all contracts and transactions with such
corporation, organization or other concern. This section
shall be subject to amendment or repeal only by action of
the stockholders.
2. Indemnification. Subject to the exceptions and limitation
set forth below,
(a) every person who is, or has been, a director or officer
of the corporation shall be indemnified by the corporation
to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue
of his being or having been a director or officer and
against amounts paid or incurred by him in the settlement
thereof;
(b) the words "claim", "action", "suit", or "proceeding"
shall apply to all claims, actions, suits or proceedings
(civil, criminal or other, including appeals), actual or
threatened, whether or not based on any action or omission
antedating adoption of this Article V; and the words
"liability" and "expenses:" shall include, without
limitation attorneys' fees, costs, judgments, amounts paid
in settlement, fines, penalties and other liabilities.
No indemnification shall be provided hereunder to a director
or officer:
(y) with respect to any matter as to which he shall have
been finally adjudicated not to have acted in good faith in
the reasonable belief that his action was in the best
interests of the corporation;
(z) in the event of a settlement involving a payment by the
officer or director unless there has been a determination
that such director or officer is entitled to indemnification
pursuant to this Article V:
(i) by the court or other body approving the settlement; or
(ii) by vote of stockholders of the corporation; or
(iii) by vote of two-thirds (2/3) of those directors of
the corporation who are not themselves involved in the
claim, action, suit or proceeding, provided that a
majority of the directors consists of members not so
involved; or
(iv) by written opinion of independent counsel. The rights
of indemnification herein provided may be insured
against by policies maintained by the corporation,
shall be severable, shall not affect any other rights
to which any director or officer may now or hereafter
be entitled, shall continue as to a person who has
ceased to be such director or officer and shall insure
to the benefit of the heirs, executors and
administrators of such a person. Nothing contained
herein shall affect any rights to indemnification to
which corporate personnel other than directors and
officers may be entitled by contract or otherwise under
law.
Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in the first paragraph
of this section may be advanced by the corporation prior to
final disposition thereof upon receipt of an undertaking by
or on behalf of the recipient secured by a surety or other
suitable insurance issued by a company authorized to conduct
such business in the Commonwealth of Massachusetts to repay
such amount if it is ultimately determined that he is not
entitled to indemnification under this Article V.
ARTICLE VI
Miscellaneous Provisions
1. Fiscal Year. Except as from time to time otherwise
determined by the Directors, the fiscal year of the
corporation shall end on the Sunday closest to December 31st
of each year.
2. Seal. The seal of the corporation shall, subject to
alteration by the Directors, bear its name, the word
"Massachusetts", and the year of its incorporation.
3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to
be executed by an officer of the corporation in its behalf
shall be signed by the President or the Treasurer except as
the Directors may generally or in particular cases otherwise
determine.
4. Voting of Securities. Except as the Directors may otherwise
designate, the 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 this corporation.
5. Corporate Records. The original, or attested copies, of the
Articles of Organization, Bylaws and records of all meetings
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 Clerk. Said copies and records
need not all be kept in the same office. They shall be
available 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
interests of the applicant, as a stockholder, relative to
the affairs of the corporation.
Except as specifically authorized by statute, no stockholder
shall have any right to examine any other property or any
other books, accounts or other writings of the corporation.
6. Articles of Organization. All references in these Bylaws to
the Articles of Organization shall be deemed to refer to the
Articles of Organization of the corporation, as amended and
in effect from time to time.
7. Evidence of Authority. A certificate by the Clerk or
Secretary or an Assistant or Temporary Clerk or Secretary as
to any matter relative to the Articles of Organization,
Bylaws, records of the proceedings of the incorporators,
stockholders, Board of Directors, or any committee of the
Board of Directors, or stock and transfer records or as to
any action taken by any person or persons as an officer or
agent of the corporation, shall as to all persons who rely
thereon in good faith be conclusive evidence of the matters
so certified.
8. Amendments. These Bylaws, except as hereinbelow provided,
may be amended or repealed, in whole or in part, and new
Bylaws adopted either (a) by the stockholders at any meeting
of the stockholders by the affirmative vote of the holders
of at least a majority in interest of the capital stock
present and entitled to vote, provided that notice of the
proposed amendment or repeal or of the proposed making of
new Bylaws shall have been given in the notice of such
meeting, and (b) if so authorized by the Articles of
Organization, by the Board of Directors at any meeting of
the Board by the affirmative vote of a majority of the
Directors then in office, but no amendment or repeal of a
Bylaw shall be made by the Board of Directors which changes
the date fixed by the Bylaws for the annual meeting of the
stockholders or which alters the provisions of these Bylaws
with respect to removal of Directors, or the election of
committees by Directors and the delegation of powers
thereto, nor shall the Board of Directors make, amend or
repeal any provision of the Bylaws which by law the Articles
of Organization or the Bylaws requires action by the
stockholders. No change in the date fixed by the Bylaws for
the annual meeting of stockholders shall be made within
sixty (60) days before the date fixed by the Bylaws for the
annual meeting, and if any change of that date is made,
notice of such change shall be given to all stockholders at
least twenty (20) days before the new date fixed for such
meeting. 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 Bylaw, notice thereof
stating the substance of such change shall be given to all
stockholders entitled to vote on amending the Bylaws. Any
Bylaw or amendment of a Bylaw made by the Board of Directors
may be amended or repealed by the stockholders by
affirmative vote as above provided in this Section 8 of this
Article VI.
ARTICLE VII2
Non Applicability of Control Share Acquisition Statute
The provisions of Chapter 110D of the Massachusetts General Laws
regulating control share acquisitions, as may be amended from
time to time and any successor law, shall not apply to any
"control share acquisition", as defined in Chapter 110D of the
corporation.
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