EXHIBIT 3.21
BY-LAWS
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OF
NEW ENGLAND CONTINENTAL MEDIA INC.
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TABLE OF CONTENTS
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ARTICLE I. Articles of Organization.
ARTICLE II. Fiscal Year.
ARTICLE III. Meetings of Stockholders.
Section 1. Annual Meetings.
Section 2. Special Meetings.
Section 3. Place of Meetings.
Section 4. Notice of Meetings.
Section 5. Quorum.
Section 6. Action by Vote.
Section 7. Voting.
Section 8. Action by Consent.
Section 9. Proxies.
ARTICLE IV. Directors.
Section 1. Powers.
Section 2. Enumeration, Election and Term of Office.
Section 3. Regular Meetings.
Section 4. Special Meetings.
Section 5. Notice.
Section 6. Quorum.
Section 7. Action by Consent.
Section 8. Committees.
Section 9. Meeting by Telecommunications.
ARTICLE V. Officers and Agents.
Section 1. Enumeration; Qualification.
Section 2. Powers.
Section 3. Election.
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Section 4. Tenure.
Section 5. President and Vice Presidents.
Section 6. Treasurer and Assistant Treasurers.
Section 7. Clerk and Assistant Clerks.
Section 8. Secretary.
ARTICLE VI. Resignations, Removals and Vacancies.
Section 1. Resignations.
Section 2. Removals.
Section 3. Vacancies.
ARTICLE VII. Indemnification of Directors and Others.
ARTICLE VIII. Stock.
Section 1. Stock Authorized.
Section 2. Issue of Authorized Unissued Capital Stock.
Section 3. Certificates of Stock.
Section 4. Transfers.
Section 5. Lost, Mutilated, or Destroyed Certificates.
Section 6. Transfer Agent and Registrar.
Section 7. Setting Record Date and Closing Transfer Records.
ARTICLE IX. Miscellaneous Provisions.
Section 1. Execution of Papers.
Section 2. Voting of Securities.
Section 3. Corporate Seal.
Section 4. Corporate Records.
Section 5. Evidence of Authority.
ARTICLE X. Amendments.
BYLAWS
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OF
NEW ENGLAND CONTINENTAL MEDIA INC.
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ARTICLE I
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Articles of Organization
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The name and purposes of the corporation shall be as set forth in the
Articles of Organization./1/ These By-Laws, the powers of the corporation and
its Directors and Stockholders, and all matters concerning the conduct and
regulation of the business of the corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization./2/ All references in these By-Laws to the Articles of
Organization shall be construed to mean the Articles of Organization of the
corporation as from time to time amended or restated./3/
ARTICLE II
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Except as from time to time otherwise determined by the Directors, the
fiscal year of the corporation shall in each year end on December 31
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/1/ Chapter 156B, Section 13(a) (2) and 13 (a) (3)
/2/ Chapter 156B, Section 16
/3/ Chapter 156B, Section 2(b)
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ARTICLE III
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Meetings of Stockholders
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Section 1. Annual Meetings.
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The annual meeting of stockholders shall be held on the third Tuesday in
July 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) at ten o'clock A.M.
unless a different hour is fixed by the Board of Directors or the President./4/
The purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or these By-Laws, may be
specified by the Board of Directors or the President. If no annual meeting has
been held on the date fixed above, a special meeting in lieu thereof may be held
and such special meeting shall have the purposes of these By-Laws or otherwise
all the force and effect of an annual meeting./5/
Section 2. Special Meetings.
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A special meeting of the Stockholders may be called at any time by the
President, or by a majority of the Directors acting by vote or by written
instrument or instruments signed by them./6/ A special meeting of the
stockholders shall be called by the Clerk, or in case of death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who hold at least one-tenth part in
interest of the stock entitled to vote at the meeting./7/ Such call shall state
the time, place and purposes of the meeting.
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/4/ Chapter 156B, Section 33
/5/ Chapter 156B, Section 33
/6/ Chapter 156B, Section 34
/7/ Chapter 156B, Section 34
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Section 3. Place of Meetings.
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All meetings of the stockholders shall be held at the principal office of
the corporation in Massachusetts, unless a different place within Massachusetts,
or as permitted by the Articles of Organization,/8/ elsewhere within the United
States/9/ is designated by the President, or by a majority of the Directors
acting by vote or by written instrument or instruments signed by them. Any
adjourned session of any meeting of the stockholders shall be held at such place
within Massachusetts or, as permitted by the Articles of Organization, elsewhere
within the United States as is designated in the vote of adjournment.
Section 4. Notice of Meetings.
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A written notice of the place, date and hour of all meetings of
stockholders stating the purposes of the meeting shall be given at least seven
days before the meeting to each stockholder entitled to vote thereat and to each
stockholder who is otherwise entitled by law or by the Articles of Organization
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 in the records of the corporation./10/
Such notice shall be given by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer or by a person
designated either by the Clerk, by the person or persons calling the meeting or
by the Board of Directors./11/ Whenever notice of a meeting is required to be
given a stockholder under any provision of law, of the Articles of Organization,
or of these By-Laws, a written waiver thereof, executed before or after
the meeting by
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/8/ Articles of Organization, Article 6(b)
/9/ Chapter 156B, Section 35
/10/ Chapter 156B, Section 36
/11/ Chapter 156B, Section 36
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such stockholder or his attorney thereunto authorized, and filed with the
records of the meeting, shall be deemed equivalent to such notice./12/
Section 5. Quorum.
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At any meeting of the stockholders, a quorum shall consist of a majority in
interest of all stock issued and outstanding and entitled to vote at the
meeting;/13/ except that if two or more classes or series of stock are entitled
to vote on any matter as separate classes or series, then in the case of each
such class or series a quorum for that matter shall consist of a majority in
interest of all stock of that class or series issued and outstanding; and except
when a larger quorum is required by law, by the Articles of Organization or by
these By-Laws./14/ Stock owned directly or indirectly by the corporation, if
any, shall not be deemed outstanding for this purpose. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
Section 6. Action by Vote.
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When a quorum is present at any meeting, a plurality of the votes properly
cast for election to any office shall elect to such office, and a majority of
the vote properly cast upon any question other than an election to an office
shall decide the question, except when a larger vote is required by law, by the
Articles of Organization or by these By-Laws./15/ No ballot shall be required
for any election
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/12/ Chapter 156B, Section 37
/13/ Chapter 156B, Section 39
/14/ Chapter 156B, Section 39
/15/ Chapter 156B, Section 8(a)
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unless requested by a stockholder present or represented at the meeting and
entitled to vote in the election./16/
Section 7. Voting.
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Stockholders entitled to vote shall have one vote for each share of stock
entitled to vote held by them of record according to the records of the
corporation and a proportionate vote for a fractional share, unless otherwise
provided by the Articles of Organization./17/ The corporation shall not,
directly or indirectly, vote any share of its own stock./18/
Section 8. Action by Consent./19/
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Any action required or permitted to be taken at any meeting of the
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 consents shall be
treated for all purposes as a vote at a meeting.
Section 9. Proxies./20/
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Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six months before the meeting named therein, which
proxies shall be filed with the clerk or other person responsible to record the
proceedings of the meeting before being voted. Unless otherwise specifically
limited by their terms, such proxies shall entitle the holders thereof to vote
at any adjournment of such meeting but shall not be valid after the final
adjournment of such meeting. A
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/16/ Chapter 156B, Sections 47 and 48
/17/ Chapter 156B, Section 41
/18/ Chapter 156B, Section 40
/19/ Chapter 156B, Section 43
/20/ Chapter 156B, Section 41
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proxy with respect to stock held in the name of two or more persons shall be
valid if executed by any 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.
ARTICLE IV
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Directors
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Section 1. Powers.
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The business of the corporation shall be managed by a Board of Directors
who shall have and may exercise all the powers of the corporation except as
otherwise reserved to the stockholders by law, by the Articles of Organization
or by these By-Laws./21/ 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.
Section 2. Enumeration, Election and Term of Office.
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The Board of Directors shall consist of not less than three Directors,
except that whenever there shall be only two stockholders the number of
Directors shall be not less than two, and whenever there shall be only one
stockholder the number of Directors shall be not less than one./22/ The number
of the Directors shall be as determined from time to time by the stockholders
and may be enlarged by vote of a majority of the Directors then in office./23/
The Directors shall be chosen at the annual
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/21/ Chapter 156B, Sections 47 and 54
/22/ Chapter 156B, Section 47
/23/ Chapter 156B, Section 47
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meeting of the stockholders by such stock-holders as have the right to vote
thereon,/24/ and each shall hold office until the next annual election of
Directors and until his successor is chosen and qualified/25/ or until he sooner
dies, resigns, is removed or becomes disqualified. No Director need be a
stockholder./26/
Section 3. Regular Meetings.
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Regular meetings of the Board of Directors may be held at such times and
places within or without the Commonwealth of Massachusetts as the Board of
Directors may fix from time to time and, when so fixed, no notice thereof need
be given, provided that any Director who is absent when such times and places
are fixed shall be given notice of the fixing of such times and places./27/ The
first meeting of the Board of Directors following the annual meeting of the
stockholders may be held without notice immediately after and at the same place
as the annual meeting of the stockholders or the special meeting held in lieu
thereof./28/ If in any year a meeting of the Board of Directors is not held at
such time and place, any action to be taken may be taken at any later meeting of
the Board of Directors with the same force and effect as if held or transacted
at such meeting.
Section 4. Special Meetings.
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Special meetings of the Directors may be held at any time and at any place
designated in the call of the meeting, when called by the President or the
Treasurer or by two or more Directors, reasonable notice thereof being given to
each Director/29/ by the Secretary or an Assistant Secretary,
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/24/ Chapter 156B, Section 47
/25/ Chapter 156B, Section 50
/26/ Chapter 156B, Section 57
/27/ Chapter 156B, Section 56
/28/ Chapter 156B, Section 56
/29/ Chapter 156B, Section 56
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or, if there be none by the Clerk or an Assistant Clerk, or by the officer or
one of the Directors calling the meeting.
Section 5. Notice./30/
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It shall be reasonable and sufficient notice to a Director to send notice
by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to him at his usual or last known business or
residence address or to give notice to him in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting 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. Neither notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
Section 6. Quorum./31/
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At any meeting of the Directors, a quorum for any election or for the
consideration of any question shall consist of a majority of the Directors then
in office. Whether or not a quorum is present any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the question, and the
meeting may be held as adjourned without further notice. When a quorum is
present at any meeting, the votes of a majority of the Directors present shall
be requisite and sufficient for election to any office and shall decide any
question brought before such meeting, except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.
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/30/ Chapter 156B, Section 58
/31/ Chapter 156B, Section 57
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Section 7. Action by Consent./32/
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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
meetings of the Directors. Such consent shall be treated for all purposes as a
vote of the Directors at a meeting.
Section 8. Committees./33/
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The Board of 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 By-Laws may not be delegated. Except as
the Board of Directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise provided by the
Board of Directors or in such rules, its business shall be conducted so far as
possible in the same manner as is provided by these By-Laws for the Board of
Directors. All members of such committees shall hold such offices at the
pleasure of the Board of Directors. The Board of Directors may abolish any such
committee at any time. Any committee to which the Board of Directors delegates
any of its powers or duties shall keep records of its meetings and shall upon
request report its action to the Board of Directors. The Board of Directors
shall have power to rescind any action of any committee, but no such rescission
shall have retroactive effect.
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/32/ Chapter 156B, Section 59
/33/ Chapter 156B, Section 55
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Section 9. Meeting by Telecommunications./34/
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Members of the board of directors or any committee elected thereby may
participate in a meeting of such board or committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in a meeting can hear each other at the same time and
participation by such means shall constitute presence in person at the meeting.
ARTICLE V
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Officers and Agents
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Section 1. Enumeration; Qualification.
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The officers of the corporation shall be a President, a Treasurer, a Clerk,
and such other officers, if any, as the incorporators at their initial meeting,
or the Directors from time to time, may in their discretion elect or
appoint./35/ The corporation may also have such agents, if any, as the
incorporators at their initial meeting, or the Directors from time to time, may
in their discretion appoint./36/ Any officer may be but none need be a Director
or Stockholder./37/ The Clerk shall be a resident of Massachusetts unless the
corporation has a resident agent appointed for the purpose of service of
process./38/ Any two or more offices may be held by the same person. 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 such sureties as the
Directors may determine./39/ The premiums for such bonds may be paid by the
corporation.
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/34/ Chapter 156B, Section 59
/35/ Chapter 156B, Section 48
/36/ Chapter 156B, Section 49
/37/ Chapter 156B, Section 48
/38/ Chapter 156B, Section 48
/39/ Chapter 156B, Section 48
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Section 2. Powers.
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Subject to law, to the Articles of Organization and to the other provisions
of these By-Laws, each officer shall have, in addition to the duties and powers
herein set forth, such duties and powers as are commonly incident to his office
and such duties and powers as the Directors may from time to time designate.
Section 3. Election./40/
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The President, the Treasurer and the Clerk shall be elected annually by the
Directors at their first meeting following the annual meeting of the
stockholders. Other officers, if any, may be elected or appointed by the Board
of Directors at said meeting or at any other time.
Section 4. Tenure.
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Except as otherwise provided by law or by the Articles of Organization or
by these By-Laws, the President, the Treasurer and the Clerk shall hold office
until the first meeting of the Directors following the next annual meeting of
the stockholders and until their respective successors are chosen and
qualified,/41/ and each other officer shall hold office until the first meeting
of the Directors following the next annual meeting of the stockholders and until
their respective successors are chosen and qualified, unless a different period
shall have been specified by the terms of his election or appointment, or in
each case until he sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his authority at the pleasure of the Directors.
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/40/ Chapter 156B, Section 48
/41/ Chapter 156B, Section 50
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Section 5. President and Vice Presidents.
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The President shall be the chief executive officer of the corporation and
shall, subject to the direction of the Board of Directors, have general
supervision and control of its business. Unless otherwise provided by the Board
of Directors he shall preside, when present, at all meetings of stockholders and
of the Board of Directors.
Any Vice President shall have such powers and shall perform such duties as
the Board of Directors may from time to time designate.
Section 6. Treasurer and Assistant Treasurers.
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The Treasurer shall, subject to the direction of the Board of Directors,
have general charge of the financial affairs of the corporation and shall cause
to be kept accurate books of account. He shall have custody of all funds,
securities, and valuable documents of the corporation, except as the Board of
Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.
Section 7. Clerk and Assistant Clerks./42/
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The Clerk shall keep a record of the meetings of stockholders. In the
event there is no Secretary or he is absent, the Clerk or an Assistant Clerk
shall keep a record of the meetings of the Board of Directors. 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.
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/42/ Chapter 156B, Section 48
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Section 8. Secretary.
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The Secretary, if one be elected or appointed, shall keep a record of the
meetings of the Board of Directors. In the absence of the Secretary, the Clerk
and any Assistant Clerk, a Temporary Secretary shall be designated by the person
presiding at such meeting to perform the duties of the Secretary.
ARTICLE VI
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Resignations, Removals and Vacancies
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Section 1. Resignations.
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Any Director or officer may resign at any time by delivering his
resignation in writing to the President or the Clerk or to a meeting of the
Directors. Such resignation shall take effect at such time as is specified
therein, or if no such time is so specified then upon delivery thereof.
Section 2. Removals./43/
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Directors, including Directors elected by the Directors to fill vacancies
in the Board, may be removed with or without assignment of cause by vote of the
holders of the majority of the shares 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 the particular class of stockholders entitled to vote for the
election of such Directors.
The Directors may by vote of a majority of the Directors then in office
remove any Director for cause.
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/43/ Chapter 156B, Section 51
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The Directors may remove any officer from office with or without assignment
of cause by vote of a majority of the Directors then in office.
If cause is assigned for removal of any Director or officer, such Director
or officer may be removed only after a reasonable notice and opportunity to be
heard before the body proposing to remove him.
The Directors may terminate or modify the authority of any agent or
employee.
Except as the Directors may otherwise determine, no Director or officer who
resigns or is removed shall have any right to any compensation as such Director
or officer for any period following his resignation or removal, or any right to
damages on account of such removal whether his compensation be by the month or
by the year or otherwise, provided, however, that the foregoing provision shall
not prevent such Director or officer from obtaining damages for breach of any
contract of employment legally binding upon the corporation.
Section 3. Vacancies./44/
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Any vacancy in the Board of Directors, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors then in office or, in the absence of such election by the Directors,
by the stockholders at a meeting called for the purpose; provided, however, that
any vacancy resulting from Action by the stockholder may be filled by the
stockholders at the same meeting at which such action was taken by them.
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/44/ Chapter 156B, Section 52
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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.
ARTICLE VII
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Indemnification of Directors and Others/45/
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The corporation shall, to the extent legally permissible, indemnify any
person serving or who has served as a Director or officer of the corporation, or
at its request as a Director, Trustee, Officer, Employee or other Agent of any
organization in which the corporation owns shares or of which it is a creditor
against all liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which he may be involved
or with which he may be threatened, while serving or thereafter, by reason of
his being or having been such a Director, Officer, Trustee, Employee or Agent,
except with respect to any matter as to which he shall have been adjudicated in
any proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation; provided, however, that as
to any matter disposed of by a compromise payment by such Director, Officer,
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/45/ Chapter 156B, Sections 9(d) and 67
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Trustee, Employee or Agent, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be
provided unless;
(a) such compromise shall be approved as in the in the best interests
of the corporation, after notice that it involves such indemnification:
(i) by a disinterested majority of the directors then in office;
or
(ii) by the holders of a majority of the outstanding stock at the
time entitled to vote for Directors, voting as a single class,
exclusive of any stock owned by any interested Director or officer; or
(b) in the absence of action by disinterested directors or
stockholders, there has been obtained at the request of a majority of the
Directors then in office an opinion in writing of independent legal counsel
to the effect that such Director or officer appears to have acted in good
faith in the reasonable belief that his action was in the best interests of
the corporation.
Expenses including counsel fees, reasonably incurred by any such Director,
Officer, Trustee, Employee or Agent in connection with the defense or
disposition of any such action, suit or other proceeding may be paid from time
to time by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by such individual to repay the amounts so paid to the
corporation if it is ultimately determined that indemnification for such
expenses is not authorized under this section. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Director, Officer, Trustee, Employee or Agent may be entitled. Nothing
contained in this Article shall affect any rights to indemnification to which
corporate personnel other than such Directors, Officers, Trustees, Employees or
Agents may be entitled by contract or otherwise under law. As used in this
Article the terms "Director", "Officer", "Trustee",
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"Employee" and "Agent" include their respective heirs, executors and
administrators, and an "interested" Director, Officer, Trustee, Employee or
Agent is one against whom in such capacity the proceedings in question or other
proceedings on the same or similar grounds is then pending.
ARTICLE VIII
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Stock
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Section 1. Stock Authorized./46/
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The total number of shares and the par value, if any, of each class of
stock which the corporation is authorized to issue, and if more than one class
is authorized, a description of each class with the preferences, voting powers,
qualifications and special and relative rights and privileges as to each class
and any series thereof, shall be as stated in the Articles of Organization.
Section 2. Issue of Authorized Unissued Capital Stock./47/
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Any unissued capital stock from time to time authorized under the Articles
of Organization may be issued by vote of the Directors. No such stock shall be
issued unless the cash, so far as due, or the property, services or expenses for
which it was authorized to be issued, has been actually received or incurred by,
or conveyed or rendered to, the corporation, or is in its possession as surplus.
Section 3. Certificates of Stock./48/
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Each stockholder shall be entitled to a certificate in form selected by the
Board of Directors stating the number and the class and the designation of the
series, if any, of the shares held by him.
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/46/ Chapter 156B, Section 13(a)(4) and 13(a)(5)
/47/ Chapter 156B, Section 21
/48/ Chapter 156B, Section 27
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Such certificate shall be signed by the President or a Vice President and
the Treasurer or an Assistant Treasurer. Such signatures may be facsimiles if
the certificate is signed by a transfer agent, or by a registrar, other than a
Director, officer or employee of the corporation.
Every certificate for shares of stock subject to any restriction on
transfer pursuant to the Articles of Organization, these By-Laws, 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 or 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.
Section 4. Transfers.
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Subject to the restrictions, if any, imposed by the Articles of
Organization, these By-Laws or any agreement to which the corporation is a
party, shares of stock shall be transferred on the books of the corporation only
by the surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment of such shares or by a written power of attorney to sell, assign, or
transfer such shares, properly executed, with necessary transfer stamps affixed,
and with such proof that the endorsement, assignment or power of attorney is
genuine and effective as the corporation or its transfer agent may reasonably
require. Except as may be otherwise required by law, the corporation shall be
entitled to treat the record
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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 By-Laws. It shall be the duty of each
stockholder to notify the corporation of his post office address.
Section 5. Lost, Mutilated, or Destroyed Certificates./49/
- ---------- -------------------------------------------
Except as otherwise provided by law, the Board of Directors may determine
the conditions upon which a new certificate of stock may be issued in place of
any certificate alleged to have been lost, mutilated or destroyed. It may, in
its discretion, require the owner of a lost, mutilated or destroyed certificate,
or his legal representative, to give a bond, sufficient in its 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.
Section 6. Transfer Agent and Registrar.
- ---------- -----------------------------
The Board of Directors may appoint a transfer agent or a registrar or both
for its capital stock or any class or series thereof and require all
certificates for such stock to bear the signature or facsimile thereof of any
such transfer agent or registrar.
Section 7. Setting Record Date and Closing Transfer Records./50/
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The Board of Directors may fix in advance a time not more than sixty days
before (i) the date of any meeting of the stockholders or (ii) the date for the
payment of any dividend or the making of
any distribution to stockholders or (iii) the last day on which the consent or
dissent of stockholders
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/49/ Chapter 156B, Section 29
/50/ Chapter 156B, Section 42
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may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice and to vote at such meeting, or the
right to receive such dividend or distribution, or the right to give such
consent or dissent. If a record date is set, only stockholders of record on the
date shall have such right notwithstanding any transfer of stock on the records
of the corporation after the record date. Without fixing such record date, the
Board of Directors may close the transfer record of the corporation for all or
any part of such sixty-day 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 Board of Directors acts with respect thereto.
ARTICLE IX
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Miscellaneous Provisions
------------------------
Section 1. Execution of Papers
- ---------- -------------------
All deeds, leases, transfers, contracts, bonds, notes, releases, checks,
drafts and other obligations authorized to be executed on behalf of the
corporation shall be signed by the President or the Treasurer except as the
Directors may generally or in particular cases otherwise determine.
Section 2. Voting of Securities.
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Except as the Directors may generally or in particular cases otherwise
specify, the President or the Treasurer may on behalf of the corporation vote or
take any other action with respect to shares of stock or beneficial interest of
any other corporation, or of any association, trust or firm, of which any
securities are held by this corporation, and may appoint any person or persons
to act as proxy or attorney-in-fact for the corporation, with or without power
of substitution, at any meeting thereof.
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Section 3. Corporate Seal.
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The seal of the corporation shall be a circular die with the name of the
corporation, the word "Massachusetts" and the year of its incorporation cut or
engraved thereon, or shall be in such other form as the Board of Directors may
from time to time determine.
Section 4. Corporate Records./51/
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The original, or attested copies, of the Articles of Organization, By-Laws
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 its Clerk or of its Resident Agent. Said copies and
records need not all be 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.
Section 5. Evidence of Authority.
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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, By-Laws,
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
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/51/ Chapter 156B, Section 32
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the corporation, shall as to all persons who rely thereon in good faith be
conclusive evidence of the matters so certified.
ARTICLE X
---------
Amendments
----------
These By-Laws may be amended or repealed in whole or in part by the
affirmative vote of the holders of a majority of the shares of each class of the
capital stock at the time outstanding and entitled to vote at any annual or
special meeting of stockholders, provided that notice of the substance of the
proposed amendment is stated in the notice of such meeting./52/ If authorized by
the Articles of Organization,/53/ the Directors may make, amend or repeal the
By-Laws, in whole or in part, except with respect to any provision thereof wich
by law, the Articles of Organization or the By-Laws requires action by the
stockholders./54/ 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./55/ No
change in the date fixed in these By-Laws for the annual meeting of stockholders
may be made within sixty days before the date fixed in these By-Laws, and in
case of any change in such date, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least twenty days before the new date fixed for such meeting./56/
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/52/ Chapter 156B, Section 17
/53/ Articles of Organization, Article 6(a)
/54/ Chapter 156B, Section 17
/55/ Chapter 156B, Section 17
/56/ Chapter 156B, Section 38
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Any By-Law adopted, amended or repealed by the Directors may be repealed,
amended or reinstated by the stockholders entitled to vote on amending the By-
Laws./57/
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/57/ Chapter 156B, Section 17