EXHIBIT 3.3
AMENDED AND RESTATED
BY-LAWS
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of
FTP SOFTWARE, INC.
Section 1. ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth in the
Articles of Organization. These By-laws, the powers of the corporation and of
its directors and stockholders, or of any class of stockholders if there shall
be more than one class of stock, and all matters concerning the conduct and
regulation of the business and affairs of the corporation shall be subject to
such provisions in regard thereto, if any, as are set forth in the Articles of
Organization as from time to time in effect.
Section 2. STOCKHOLDERS
2.1. Annual Meeting. The annual meeting of stockholders shall be held at
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10:00 a.m. on the second Wednesday in June in each year (unless that day be a
legal holiday at the place where the meeting is to be held in which case the
meeting shall be held at the same hour on the next succeeding day not a legal
holiday) or at such other date and time as shall be determined from time to time
by the board of directors. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the Articles of Organization or by
these By-laws, may be specified by the president or by the directors.
2.2. Special Meetings. A special meeting of the stockholders may be
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called at any time by the president or by the directors and shall be called by
the clerk, or in the case of the death, absence, incapacity, or refusal of the
clerk, by any other officer, upon written application of one or more
stockholders who hold at least 40% in interest of the capital stock entitled to
vote thereat. Application to a court pursuant to Section 34(b) of the Business
Corporation Law of The Commonwealth of Massachusetts requesting the call of a
special meeting of stockholders because none of the officers is able and willing
to call such a meeting may be made only by stockholders who hold at least 40% in
interest of the capital stock entitled to vote thereat. Each call of a meeting
shall state the place, date, hour and purposes of the meeting.
2.3. Place of Meetings. All meetings of the stockholders shall be held at
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the principal office of the corporation in Massachusetts or, to the extent
permitted by the Articles of Organization, at such other place within the United
States as shall be fixed by the president or the directors. Any adjourned
session of any meeting of the stockholders shall be held at the
same city or town as the initial session, or within Massachusetts, in either
case at the place designated in the vote of adjournment.
2.4. Notice of Meetings. A written notice of each meeting of
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stockholders, stating the place, date and hour and 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, by law, by the Articles of
Organization or by these By-laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business, or by mailing it,
postage prepaid, addressed to such stockholder at his address as it appears in
the records of the corporation. Such notice shall be given by the clerk or an
assistant clerk or by an officer designated by the directors. Whenever notice
of a meeting is required to be given to a stockholder under any provision of the
Business Corporation Law of the Commonwealth of Massachusetts or of the Articles
of Organization or these By-laws, a written waiver thereof, executed before or
after the meeting by such stockholder or his attorney thereunto authorized and
filed with the records of the meeting, shall be deemed equivalent to such
notice.
2.5. Quorum of Stockholders. At any meeting of the stockholders, a
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quorum as to any matter shall consist of a majority of the votes entitled to be
cast on the matter, except when a larger quorum is required by law, by the
Articles of Organization or by these By-laws. 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.
2.6. Action by Vote. When a quorum is present at any meeting, a plurality
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of the votes properly cast for election to any office shall elect to such
office, and a majority of the votes 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. No ballot
shall be required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.
2.7. Voting. Stockholders entitled to vote shall have one vote for each
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share of stock entitled to vote held by them of record according to the records
of the corporation, unless otherwise provided by the Articles of Organization.
The corporation shall not, directly or indirectly, vote any share of its own
stock.
2.8. No Action by Writing. Action required or permitted to be taken at
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any meeting of the stockholders may not be taken without a meeting by written
consent.
2.9. Proxies. To the extent permitted by law, stockholders entitled to
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vote may vote either in person or by proxy. Except to the extent permitted by
law, no proxy dated more than
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six months before the meeting named therein shall be valid. 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.
Section 3. BOARD OF DIRECTORS
3.1. Number. The Board of Directors shall fix the number of directors at
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not less than three nor more than fifteen directors; provided, however, that the
number of directors shall be fixed at not less than two whenever there shall be
only two stockholders and not less than one whenever there shall be only one
stockholder. The number of directors may be increased at any time or from time
to time either by the stockholders or by the directors by vote of a majority of
the directors then in office. The number of directors may be decreased to any
number permitted by law at any time or from time to time either by the
stockholders or by the directors by a vote of a majority of the directors then
in office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or disqualification of one or more directors. No director
need be a stockholder.
3.2. Classification, Election and Tenure. The directors, other than those
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who may be elected by the holders of any class or series of Preferred Stock
voting separately by class or series, shall be classified, with respect to the
duration of the term for which they severally hold office, into three classes,
designated Class I, Class II, and Class III, which shall be as nearly equal in
number as possible and as provided by resolution of the Board of Directors in
connection with such election.
Each initial director in Class I shall hold office for a term expiring at
the 1993 annual meeting of stockholders; each initial director of Class II shall
hold office for a term expiring at the 1995 annual meeting of stockholders; and
each initial director of Class III shall hold office for a term expiring at the
1996 annual meeting of stockholders. Each director shall serve until his
successor is duly elected and qualified or until his earlier death, resignation,
removal or disqualification. At each annual meeting of stockholders following
the 1994 annual meeting, the stockholders shall elect the successors of the
class of directors whose term expires at that meeting to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election and until their successors have been duly elected and
qualified or until their earlier death, resignation, removal or
disqualification.
The Board of Directors shall increase or decrease the number of directors
in one or more classes as may be appropriate whenever it increases or decreases
the number of directors pursuant to Section 3.1, in order to ensure that the
three classes shall be as nearly equal in number as possible.
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3.3. Notification of Nominations. Subject to the rights of the holders of
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shares of any class or series of Preferred Stock, nominations for the election
of directors may be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. After the consummation of the
Corporation's initial public offering of its Common Stock registered with the
Securities and Exchange Commission, any stockholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors by giving timely notice thereof in proper written form to the clerk
accompanied by a petition signed by at least 100 record holders of capital stock
of the corporation which shows the class, series (if any) and number of shares
held by each person and which holders represent in the aggregate at least 1% of
the outstanding shares entitled to vote in the election of directors. To be
timely, notice shall be delivered to or mailed and received at the principal
executive offices of the corporation not less than 60 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to the stockholders, to be timely, notice by the stockholder must be
received at the principal executive offices not later than the close of business
on the tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. To be in proper written
form, a stockholder's notice shall be set forth in writing (i) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including, without limitation, such person's written
consent to being named in the applicable proxy statement as a nominee and to
serving as a director if elected and (ii) to the stockholder giving the notice
(x) the name and address, as they appear on the corporation's books, of such
stockholder and (y) the class, series (if any) and number of shares of the
corporation which are beneficially owned by such stockholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the clerk the information required to be
set forth in a stockholder's notice of nomination which pertains to the nominee.
In the event that a stockholder seeks to nominate one or more directors, the
clerk shall appoint one or more inspectors to determine whether a stockholder
has complied with this Section 3.3. If the inspectors shall determine that a
stockholder has not complied with this Section 3.3, the inspectors shall direct
the chairman of the meeting to declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by these By-laws, and the
chairman shall so declare to the meeting and the defective nomination shall be
disregarded.
3.4. Vacancies. Subject to the rights of the holders of shares of any
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class or series of Preferred Stock, any vacancies on the Board of Directors
resulting from death, resignation or removal shall only be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
director, and newly created directorships resulting from any increase in the
number
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of directors shall be filled by the Board of Directors, or if not so filled, by
the stockholders at the next annual meeting thereof or at a special meeting
called for that purpose in accordance with these By-laws. Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their number,
subject to any requirement of law or of the number of directors as required for
a quorum or for any vote or other actions.
3.5. Powers. Except as reserved to the stockholders by law, by the
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Articles of Organization or by these By-laws, the business of the corporation
shall be managed by the directors who shall have and may exercise all the powers
of the corporation. In particular, and without limiting the generality of the
foregoing, the directors may at any time issue all or from time to time any part
of the unissued capital stock of the corporation from time to time authorized
under the Articles of Organization and may determine, subject to any
requirements of law, the consideration for which stock is to be issued and the
manner of allocating such consideration between capital and surplus.
3.6. Committees. The directors may, by vote of a majority of the
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directors then in office, elect from their number an executive committee and
other committees and delegate to any such committee or committees some or all of
the powers of the directors except those which by law, by the Articles of
Organization or by 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 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 conduct of business by the directors.
3.7. Regular Meetings. Regular meetings of the directors may be held
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without call or notice at such places and at such times as the directors may
from time to time determine, provided that reasonable notice of the first
regular meeting following any such determination shall be given to absent
directors. A regular meeting of the directors may be held without call or
notice immediately after and at the same place as the annual meeting of the
stockholders.
3.8. Special Meetings. Special meetings of the directors may be held at
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any time and at any place designated in the call of the meeting, when called by
the chairman of the board, if any, the president or the treasurer or by two or
more directors, reasonable notice thereof being given to each director by the
secretary or an assistant secretary, or, if there be none, by the clerk or an
assistant clerk, or by the officer or one of the directors calling the meeting.
3.9. Notice. It shall be sufficient notice to a director to send notice
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by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to
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him at his usual or last known business or residence address or to give notice
to him in person or by telephone, telegram, facsimile, electronic mail, radio or
cable 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.
3.10. Quorum. At any meeting of the directors a majority of the directors
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then in office shall constitute a quorum. Any meeting may be adjourned from
time to time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
3.11. Action by Vote. When a quorum is present at any meeting, a majority
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of the directors present may take any action, except when a larger vote is
required by law, by the Articles of Organization or by these By-laws.
3.12. Action by Writing. Unless the Articles of Organization otherwise
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provide, 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 consents shall be treated for all purposes as a
vote taken at a meeting.
3.13. Presence Through Communications Equipment. Unless otherwise
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provided by law or the Articles of Organization, members of the board of
directors may participate in a meeting of such board by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The officers of the corporation shall be
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a president, a treasurer, a clerk, and such other officers, if any, as the
directors from time to time may in their discretion elect or appoint. The
corporation may also have such agents, if any, as the directors from time to
time may in their discretion appoint. Any officer may be but none need be a
director or stockholder. The clerk shall be a resident of Massachusetts unless
the corporation has a resident agent appointed for the purpose of service of
process. 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.
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4.2. Powers. Subject to law, to the Articles of Organization and to the
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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.
4.3. Election. The president, the treasurer and the clerk shall be
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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.
4.4. Tenure. Except as otherwise provided by law or by the Articles of
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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, and each other officer shall hold office until the first
meeting of the directors following the next annual meeting of the stockholders
unless a shorter 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.
4.5. Chief Executive Officer. The chief executive officer of the
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corporation shall be the chairman of the board, if any, the president or such
other officer as is designated by the directors and shall, subject to the
control of the directors, have general charge and supervision of the business of
the corporation. If no such designation is made, the president shall be the
chief executive officer. Unless the board of directors otherwise specifies, if
there is no chairman of the board, the chief executive officer shall preside, or
designate the person who shall preside, at all meetings of the stockholders and
of the board of directors.
4.6. Chairman of the Board. If a chairman of the board of directors is
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elected, he shall have the duties and powers specified in these By-laws and
shall have such other duties and powers as may be determined by the directors.
Unless the board of directors otherwise specifies, the chairman of the board
shall preside, or designate the person who shall preside, at all meetings of the
stockholders and of the board of directors.
4.7. President and Vice Presidents. The president shall have the duties
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and powers specified in these By-laws and shall have such other duties and
powers as may be determined by the directors. Any vice presidents shall have
such duties and powers as shall be designated from time to time by the
directors.
4.8. Treasurer and Assistant Treasurers. Except as the directors shall
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otherwise determine, the treasurer shall be the chief financial and accounting
officer of the corporation and shall be in charge of its funds and valuable
papers, books of account and accounting
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records, and shall have such other duties and powers as may be designated from
time to time by the directors.
Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors.
4.9. Clerk and Assistant Clerks. The clerk shall record all proceedings
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of the stockholders in a book or series of books to be kept therefor, which book
or books shall be kept at the principal office of the corporation or at the
office of its transfer agent or of its clerk and shall be open at all reasonable
times to the inspection of any stockholder. In the absence of the clerk from
any meeting of stockholders, an assistant clerk, or if there be none or he is
absent, a temporary clerk chosen at the meeting, shall record the proceedings
thereof in the aforesaid book. Unless a transfer agent has been appointed the
clerk shall keep or cause to be kept the stock and transfer records of the
corporation, which shall contain the names and record addresses of all
stockholders and the amount of stock held by each. If no secretary is elected,
the clerk shall keep a true record of the proceedings of all meetings of the
directors and in his absence from any such meeting an assistant clerk, or if
there be none or he is absent, a temporary clerk chosen at the meeting, shall
record the proceedings thereof.
Any assistant clerks shall have such other duties and powers as shall be
designated from time to time by the directors.
4.10. Secretary and Assistant Secretaries. If a secretary is elected, he
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shall keep a true record of the proceedings of all meetings of the directors and
in his absence from any such meeting an assistant secretary, or if there be none
or he is absent, a temporary secretary chosen at the meeting, shall record the
proceedings thereof.
Any assistant secretaries shall have such other duties and powers as shall
be designated from time to time by the directors.
Section 5. RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering his
resignation in writing to the chairman of the board, if any, the president, the
treasurer or the clerk or to a meeting of the directors. Such resignation shall
be effective upon receipt unless specified to be effective at some other time.
Any officer may be removed from office with or without cause by vote of a
majority of the directors then in office. Any officer other than the President,
Treasurer or Clerk also may be removed from office with or without cause by
action of the Chief Executive Officer. Except as otherwise provided in the
Articles of Organization or these By-laws relating to the rights of the holders
of any class or series of Preferred Stock, voting separately by class or series,
to elect directors under specified circumstances, any director or directors
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may be removed from office at any time, but only for cause and only by either
the affirmative vote, at any regular meeting or special meeting of the
stockholders, of not less than two-thirds of the total number of votes of the
then outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class, but
only if notice of such proposal was contained in the notice of such meeting, or
by the affirmative vote of two-thirds of the directors then in office. Any
vacancy in the Board of Directors resulting from any such removal may be filled
by vote of a majority of the directors then in office, although less than a
quorum, and any director or directors so chosen, shall hold office until the
next election of the class for which such directors shall have been chosen and
until their successors shall be elected and qualified or until their earlier
death, resignation or removal.
Section 6. 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 by vote of a majority of the
directors then in office. The directors shall elect a successor if the office
of the president, treasurer or clerk becomes vacant and may elect a successor if
any other office becomes vacant. Each such successor shall hold office for the
unexpired term and in the case of the president, treasurer and clerk until his
successor is chosen and qualified, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. The directors shall have and may
exercise all their powers notwithstanding the existence of one or more vacancies
in their number.
Section 7. CAPITAL STOCK
7.1. Number and Par Value. The total number of shares and the par value,
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if any, of each class of stock which the corporation is authorized to issue
shall be as stated in the Articles of Organization.
7.2. Shares Represented by Certificates and Uncertificated Shares. The
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board of directors may provide by resolution that some or all of any or all
classes and series of shares shall be uncertificated shares. Unless such a
resolution has been adopted, a stockholder shall be entitled to a certificate
stating the number and the class and the designation of the series, if any, of
the shares held by him, in such form as shall, in conformity to law, be
prescribed from time to time by the directors. Such certificate shall be signed
by the chairman of the board, if any, the president or a vice president and by
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. In case any officer who has
signed or whose facsimile signature has been placed on such certificate shall
have ceased to be
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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.
7.3. Loss of Certificates. In the case of the alleged loss or destruction
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or the mutilation of a certificate of stock, a duplicate certificate may be
issued in place thereof, upon such conditions as the directors may prescribe.
Section 8. TRANSFER OF SHARES OF STOCK
8.1. Transfer on Books. Subject to the restrictions, if any, stated or
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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
directors or the transfer agent of the corporation may reasonably require.
Except as may be otherwise required by law, by the Articles of Organization or
by these By-laws, 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 receive notice and 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.
8.2. Record Date and Closing Transfer Books. The directors may fix in
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advance a time, which shall not be more than sixty days before the date of any
meeting of stockholders or the date for the payment of any dividend or 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, and 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; or without fixing such record date the directors may for any of
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:
(1) 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 date next preceding the day on which notice is given.
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(2) 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.
Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers (including persons who serve at its request as
directors, officers or trustees of another organization, or in any capacity with
respect to any employee benefit plan) 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 in office or thereafter, by reason of his being or having been
such a director or officer, 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 interest of the
corporation (any person serving another organization in one or more of the
indicated capacities at the request of the corporation who shall have acted in
good faith in the reasonable belief that his action was in the best interest of
such other organization to be deemed as having acted in such manner with respect
to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interest of the corporation, after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained 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 interest of the corporation; or (c) 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.
Expenses, including counsel fees, reasonably incurred by any director or officer
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 director or
officer 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 director or officer may be entitled.
As used in this section, the terms "director" and "officer" include the relevant
individual's heirs, executors and administrators, and an "interested" director
or officer is one against whom in such capacity the proceedings in question or
another proceeding on the same or similar grounds is then pending. Nothing
contained in this section shall affect any rights to
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indemnification to which corporate personnel other than directors and officers
may be entitled by contract or otherwise under law.
Section 10. CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its organization, cut or
engraved thereon.
Section 11. EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the corporation shall be signed by the chairman of the board, if any, the
president, a vice president or the treasurer.
Section 12. CONTROL SHARE STATUTE
The provisions of Chapter 110D of the Massachusetts General Laws shall not
apply to control share acquisitions (as defined in said Chapter 110D) of the
Corporation.
Section 13. FISCAL YEAR
The fiscal year of the corporation shall end on December 31.
Section 14. AMENDMENTS
Except as otherwise provided in the Articles of Organization, these By-laws
may be altered, amended or repealed at any annual or special meeting of the
stockholders called for the purpose, of which the notice shall specify the
subject matter of the proposed alteration, amendment or repeal or the sections
to be affected thereby, by vote of the stockholders. These By-laws may also be
altered, amended or repealed by vote of a majority of the directors then in
office, except that the directors shall not take any action which provides for
indemnification of directors nor any action to amend this Section 14, and except
that the directors shall not take any action unless permitted by law.
Except as otherwise provided in the Articles of Organization, any By-law so
altered, amended or repealed by the directors may be further altered or amended
or reinstated by the stockholders in the above manner.
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