ARTICLE I NAME, PURPOSES AND OFFICES
SECTION 1. NAME
The name of the Corporation shall be International Society for Stem Cell Research, Inc. (ISSCR)

SECTION 2. PURPOSES
As set forth in the Articles of Organization, the purpose of this Corporation shall be to engage exclusively in scientific and educational activities including but not specifically limited to promoting the exchange and dissemination of information and ideas relating to stem cells, encouraging the general field of research involving stem cells and promoting professional and public education in all areas of stem cell research and application.

SECTION 3. PRINCIPAL OFFICE
The principal office of the Corporation shall be located at Children's Hospital, 300 Longwood Avenue, Boston, Massachusetts 02115. The directors may at any time and from time to time change the location of the principal office of the Corporation in the Commonwealth.

SECTION 4. OTHER OFFICES
The Corporation may also have branch offices at such other location or locations, within or without the Commonwealth of Massachusetts, as the directors may from time to time designate.

ARTICLE II MEMBERS

SECTION 1. CATEGORIES OF MEMBERSHIP
The Corporation shall have at least three classes of members as follows:

a) Active Members

i) Any person with a doctoral degree or its equivalent who has manifested a continuous interest.
ii) Any discipline important to stem cell research as evidenced by work in the field, original contributions, and attendance at meetings concerning stem cell research, is eligible for Active Membership.
iii) Individuals who lack a doctorate but have exceptional qualification are eligible for Active Membership.
iv) Active members shall pay dues and have all privileges of the Corporation including, but not limited to, the right to vote, hold office and to serve on committees, and to submit abstracts without sponsorship.

b) Associate Members

i) Individuals who are postdoctoral fellows or graduate students in stem cell research programs are eligible for Associate Membership to the Corporation.
ii) Associate Members are assessed reduced membership fees and reduced registration fees to the Annual Meeting of the Corporation. Associate Members shall have the same privileges as Active Members.
iii) No individual shall remain an Associate Member for more than four years. At the end of the four-year period, documentation of postdoctoral fellow status may be provided to maintain Associate Member eligibility, or member may apply for Active Member status.

c) Emeritus Members

i) Any member of the Corporation at age sixty-five, or any member who by reason of permanent disability or undue hardship has been rendered unable to continue active membership, may request transfer to the status of Emeritus Members by written application to the Clerk of the Corporation.
ii) The Emeritus classification will be awarded by a majority vote of the board of directors.
iii) Emeritus Members will have all privileges of Active Members, but may not vote or hold elective office.
iv) Emeritus memberships shall not exceed two percent of total members.

d) Additional Categories

Additional categories of membership may be established by the board of directors and provided for in the Policies of the Society.

SECTION 2. APPLICATION FOR MEMBERSHIP
The first and original members of the Corporation shall be elected by the incorporator(s) at the first meeting. Thereafter, every candidate for admission as a Society member shall submit a formal application on an application form authorized by the board of directors and signed by the applicant. Applications shall be approved by the Membership Committee or other body, as designated by the board of directors. The board of directors shall retain the right of final approval for election to all categories of membership. The Corporation does not discriminate in membership on the basis of race, religion, national origin, sex or disability.

SECTION 3. DUES
Dues shall be assessed on a calendar year basis in amounts set for each category of membership by the board of directors. Upon payment of the dues assessed, an individual shall be a member in good standing entitled to all membership rights and privileges of the membership category.

SECTION 4. RIGHTS OF MEMBERS
The right of a member to vote and all right, title, and interest in or to the Corporation shall cease on the termination of membership. No member shall be entitled to share in the distribution of any part of the assets or property of the Corporation, whether upon liquidation or dissolution or otherwise.

SECTION 5. RESIGNATION
Any member of the Corporation may at any time resign by written resignation addressed and delivered to the President or Clerk of the Corporation. Such resignation shall become effective as of date delivered or as otherwise stated therein.

SECTION 6. TERMINATION OF MEMBERSHIP
Any member of the Society may be removed from the Society for actions deleterious to the purposes of the Society.

a) Charges must be presented in wiring to the Clerk of the Society and be signed by at least two members.
b) Upon receipt of the written complaint, the Clerk shall send a copy to the President of the Society and to the accused member.
c) The board of directors will determine by vote if action is to be taken. Any action will begin with an investigation into the complaint.
d) Upon conclusion of an investigation, the board of directors will report its findings and notify the accused member.
e) The member will be given an opportunity to provide a response in writing or in person before the board of directors.
f) The board of directors may remove a member from the Corporation by a ballot of at least three-fourths of the board of directors.

ARTICLE III MEETINGS OF THE MEMBERS

SECTION 1. SCIENTIFIC MEETING
The Society shall hold at least one scientific meeting each year.

SECTION 2. ANNUAL BUSINESS MEETING
The Society shall hold an Annual Business Meeting for the membership each year, on a date and at a place to be designated by the board of directors, for the election of board members and for such other business as may be properly brought before the members.

SECTION 3. SPECIAL MEETINGS
Special meetings of the members of the Corporation may be called at any time by the President of the Corporation, or a majority of the board of directors, and shall also be called upon the written request of three or more voting members of the Corporation, addressed to the Clerk, and stating the object of such meeting.

SECTION 4. NOTICE
Written notice stating the place, day and hour of all meetings of members and the purpose or purposes thereof shall be given by the Clerk, or in the case of the Clerk's death, absence, incapacity or refusal, by any other officer, at least seven (7) days before the meeting to each member of the Corporation by leaving such notice with such member or at such member's residence or usual place of business or by mailing it postage prepaid addressed to him at either such address. No notice of the time, place or purposes of any annual or special meeting of the members of the Corporation shall be required if every member entitled to notice thereof or his attorney thereunto duly authorized, by a writing which is filed with the records of the meeting, waives such notice.

SECTION 5. QUORUM
At any meeting of the members of the Corporation, twenty-five percent of the voting members of the Corporation in person or by proxy shall constitute a quorum. A majority of the voting members present, even though less than a quorum is present, may vote to adjourn from time to time, and any meeting so adjourned may upon the obtaining of a quorum be held without further notice than the announcement at the meeting when the vote for adjournment was taken, and any business may be transacted at any such adjourned meeting which might have been transacted at the meeting if a quorum had been present at the time originally set for the meeting.

SECTION 6. VOTING
Each voting member of the Corporation shall be entitled to one vote in person or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than six months prior to the meeting at which it is used. The election of directors, and upon demand of any voting member the vote upon any other question before the meeting, shall be by ballot. The affirmative vote of a majority of the voting members present at any meeting at which a quorum is present shall be necessary for action with respect to the matter voted upon, except as otherwise provided by law or these bylaws.

SECTION 7. ACTION WITHOUT A MEETING
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members 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 members. Such consents shall be treated for all purposes as a vote at a meeting.

ARTICLE IV BOARD OF DIRECTORS

SECTION 1. POWERS OF THE BOARD
The activities, property and affairs of the Society shall be managed and controlled by a board of directors. The board of directors shall have and may exercise all powers of the Corporation except such as are expressly reserved to the members by law or by these bylaws. In their role as board members, members of the board shall act in the best interests of the Corporation. Without limiting of the foregoing general powers, the board of directors shall have power to elect or appoint committees, officers, or agents, in addition to those elsewhere provided for in these bylaws, to prescribe the term of office, title, powers, and duties of such committees, officers, or agents; to determine the reasonable compensation of officers, employees, and agents and to make rules and regulations governing such officers, employees, and agents; to designate a substitute officer to perform the duties and exercise any of the powers of any officer in the event of the absence or disability of such officer; and generally to take any action which they may deem fit and proper to carry out the charitable purposes of the Corporation as set forth in the Articles of Organization.

SECTION 2. TITLE AND QUALIFICATIONS
The board of directors shall consist of not less than three nor more than twenty-one directors, including a President, a Treasurer, a Clerk, who may use the title of "Secretary", Past President and President-Elect. The board may include other officers and agents, as the board of directors may determine. The same person may hold more than one office, and any officer may also serve as a director. No director shall receive any compensation for services as such; but may be reimbursed for actual out-of-pocket expenses incurred in service as a director. Voting board members must be members in good standing of the Corporation.

SECTION 3. ELECTION OF DIRECTORS
a) The first and original board of directors shall be elected by the incorporator(s) at the first meeting and take office immediately.
b) Thereafter, the board of directors shall be fixed and elected by the voting members at their Annual Meeting or special meeting held in lieu thereof.

SECTION 4. TENURE OF DIRECTORS

a) The first and original directors shall be elected to serve one, two and three year terms such that one-third of the elected directors' terms expire each year.
b) Thereafter, all directors shall hold office for three years and until their successors are chosen and qualified.
c) Members of the board shall be permitted to serve no more than two consecutive three-year terms of office. The limitation to two consecutive terms does not apply to service on the board as President, President-Elect or Past President when serving in those capacities independent of an elected director term.
d) Directors shall assume office at the Corporation's Annual Business Meeting immediately following the election and conclude their terms at the Corporation's Annual Business Meeting three years thereafter, unless the board shall designate alternate times.

SECTION 5. VACANCIES
The board of directors, though its full membership because of vacancies be less than a quorum, shall have power to fill vacancies in any office including the office of director (but not including election to membership), for whatever reason occurring, but a person so chosen shall hold office only until the next Annual Meeting, or meeting in lieu thereof, and thereafter until such person's successor is chosen and qualified.

SECTION 6. RESIGNATION
A director or officer may at any time resign by written resignation addressed and delivered to the President or Clerk of the Corporation. Such resignation shall be effective as of the date delivered or as otherwise stated therein.

SECTION 7. REMOVAL OF DIRECTORS
A director may be removed at any time with or without cause by a seventy-five percent vote of the full voting membership, registered either in person or by proxy, at any duly held regular or special meeting thereof, provided that notice of intention to remove such director is set forth in the notice of the meeting. Any such director shall be entitled to appear before and be heard at such meeting. Any officer may be removed from office, either with or without cause at any time, by vote of a majority of all the directors then in office, at any duly held regular or special meeting of the board of directors.

SECTION 8. HONORARY DIRECTORS
The directors shall have the power to appoint from time to time any number of persons to serve the board of directors in an honorary and advisory capacity and without vote. Persons so appointed need not be members of the Corporation and will not become members by reason of their appointment. They shall hold office for three years unless sooner terminated by an affirmative vote of two thirds of the directors present and voting at a regular or special meeting. Meetings of the board of directors shall not be invalidated by reason of omission of notice to honorary directors of such meeting. There is no consecutive term service limit for honorary directors.

ARTICLE V OFFICERS
SECTION 1. ELECTION AND TENURE OF OFFICERS
The initial President, Treasurer and Clerk shall be elected by the incorporator(s) at the first meeting. Thereafter the President, President-Elect, Treasurer and Clerk shall be elected by the board of directors. The President-Elect shall become President at the expiration of the President's term of office at the close of the Annual Meeting. Service on the board of directors as President, President-Elect, and immediate past President shall be limited to one consecutive term, except with respect to an unexpired term of the President. Service on the board by the Secretary and Treasurer shall not be so limited. Officers shall serve the following terms and until their successors are chosen and qualified.

President One Year
President-Elect One Year
Past President One Year
Treasurer Three Years
Clerk Three Years

SECTION 2. PRESIDENT
The President shall, if present, be the presiding officer at all meetings of the members of the Corporation and at all meetings of the board of directors. The President shall be the chief executive officer of the Corporation with authority generally to administer the operation and personnel of the Corporation and to perform such other duties as may be prescribed by law or by the board of directors.

SECTION 3. PRESIDENT-ELECT
The President-Elect shall become acquainted with all the details of the office of President, and generally become prepared to serve as President. In the absence of the President or in event of his/her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the board of directors. Upon the completion of the term of the President, the President-Elect shall automatically become President of the Corporation.

SECTION 4. TREASURER
The Treasurer shall have general charge of the financial affairs of the Corporation, with custody of all moneys, securities, valuable papers, books, and accounts, and shall have authority, in the name and on behalf of the Corporation, subject always to the general supervision and control of the board of directors and except as they may otherwise order and as otherwise provided by law or these bylaws, to receive and pay moneys; to collect debts due the Corporation; to endorse for deposit bills, checks, drafts, and promissory notes payable to the Corporation; to execute transfers or assignments of certificates of stock, bonds, and other securities; and, except as otherwise provided in these bylaws, to execute, under the corporate seal or otherwise, deeds, mortgages, bonds, contracts, agreements, and other documents. The Treasurer shall keep full and accurate accounts of the financial transactions of the Corporation including distributions made by it from time to time and shall make such statements or reports therefrom as the board of directors may from time to time require. The Treasurer shall sign such other instruments and perform such other duties as may be prescribed by law or by the board of directors. If required by the board of directors, the Treasurer shall give bond for the faithful performance of his duties, in such form, in such amount, and with such surety as the board of directors may prescribe. The Treasurer shall serve as Chair of the Finance Committee.

SECTION 5. CLERK
The Clerk shall keep a true record of the votes and business transacted at all meetings of the members of the Corporation and of the board of directors in a book or books to be kept for the purpose and of which the Clerk shall have custody. The Clerk shall also have custody of the corporate seal. The Clerk shall give notices of meetings as required by these bylaws or by law, and shall perform such other duties as may be prescribed by the board of directors or may be imposed by law.

SECTION 6. PAST PRESIDENT
The Past President shall chair the Nominations Committee and shall perform such other duties as may be prescribed by the board of directors or may be imposed by law.

SECTION 7. OTHER OFFICERS
Other officers or agents appointed by the board of directors shall have such duties and may exercise such powers as the board of directors may from time to time prescribe.

ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. TIME AND PLACE
A regular meeting of the board of directors for purposes of organization for the ensuing year, election of the officers and transaction of any other business shall be held immediately following the Annual Meeting of the members of the Corporation or special meeting held in lieu thereof. Special meetings of the board of directors may be held upon order of the President, or of any two directors, at such time and at such place, within or without the Commonwealth of Massachusetts, as may be designated in the notice or waiver of notice of the meeting.

SECTION 2. NOTICE
A director present at any meeting of the board of directors shall be presumed to have received due notice thereof. Any meeting shall be a legal meeting without notice if each director, or his attorney thereto duly authorized, waives notice, either before or after the meeting, by a writing filed with the records of the meeting. Whenever notice to any director of a meeting of the board of directors is required, such notice shall be sufficient, whether given orally, or by telephone or telegram, or by writing in hand, if received at least three days before the meeting; and the mailing, postage prepaid, of a notice, stating the time and place of the meeting and addressed to a director at the last known place of business or residence as appearing on the books of the Corporation, at least five days before the meeting, shall be sufficient notice thereof to such director in any event.

SECTION 3. QUORUM
A majority of the directors shall constitute a quorum at any meeting, but less than a quorum may adjourn any meeting finally or from time to time.

SECTION 4. INFORMAL ACTION
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 directors. Such consents shall be treated for all purposes as a vote at a meeting.

SECTION 5. PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT
Unless otherwise provided by law or the Articles of Organization, members of the board of directors or of any committee thereof may participate in a meeting of such board or committee, as the case may be, through 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.

ARTICLE VII COMMITTEES

SECTION 1. COMMITTEES
The board of directors may from time to time appoint, or authorize the appointment of, standing, special or advisory committees from among its own number or otherwise, and may define the powers and duties of such committees. Unless otherwise provided for in these Articles of Incorporation and bylaws or voted on by the Society, the President, with the advice and approval of the board of directors, shall appoint the members of the Committees, including the chairs. Committees are authorized to act for the Society only as directed at the time of appointment or subsequently by the President, as voted by the board of directors, or as specified in the Articles of Incorporation and bylaws. All committees shall report to the Executive Committee unless directed by the Executive Committee to report to the board.

SECTION 2. QUORUM
Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 3. RULES
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.

SECTION 4. STANDING COMMITTEES
Standing Committees shall include, but not be limited to the following:

a) Executive Committee
The Executive Committee shall consist of the President, President-Elect, Past President, Treasurer and Clerk. Additional members of the Executive Committee may be appointed by the board of directors. The executive Committee shall have all of the powers of the board of directors except as specially limited by the board of directors.

b) Nominations Committee
The Past President shall appoint and chair a Nominations Committee composed of no fewer than five members in good standing. Members of the Committee are not eligible for nomination. The Committee shall be convened at least 24 weeks prior to the Annual Business Meeting. At least 12 weeks prior to the Annual Meeting, the Nominating Committee shall create a slate of nominees for vacant board positions for presentation. The slate is presented to the board for approval, and the approved slate and election location and time submitted to the membership at least four weeks prior to the Annual Meeting. The slate is presented at the Annual Meeting, and nominations are requested from the floor. If there are no nominations from the floor, a motion is made to accept the slate by affirmation. If a nomination is made from the floor and seconded, the name is added to the slate and paper ballot vote takes place, with those candidates receiving the most votes elected to fill the board vacancies.

c) Finance Committee
The Finance Committee shall be chaired by the Treasurer, and shall be composed of members of the board appointed by the President with the approval of the board of directors. The Finance Committee shall maintain a continuing review of the financial affairs of the Society and shall make appropriate recommendations to the board or to the Executive Committee of the board and shall report to the board of directors at each meeting of the board. The responsibilities of the Finance Committee shall include, but not be limited to, the following: Reviewing and providing a recommendation to the board for the annual budget; Authorizing investment policy; Authorizing acceptable accounting and disbursement procedures; Requiring an annual audit by a certified public accountant; and Verifying or securing the bonding of appropriate personnel of the Society.

d) Membership Committee
The board of directors shall appoint a Membership Committee to recommend the election of members. Individuals who are not directors may serve on the Membership Committee.

e) Annual Meeting Program
The Annual Meeting Program Committee is responsible for organizing the scientific content for the Society's Annual Meetings. The Program Committee chair shall serve a one-year term.

SECTION 5. SCIENTIFIC COMMITTEES
One or more Scientific Committees may be established if the board of directors approves a petition signed by at least ten of the voting members of the Corporation stating the aim of such group or groups. The board of directors shall determine the areas of responsibility for the Scientific Committees. Such groups will be designated as the "Scientific Committee of the International Society for Stem Cell Research on ________." Scientific Committees may recommend to the President programs for symposia to be held at the Annual Meeting for their areas of responsibility.

ARTICLE VIII PUBLICATIONS

The board is empowered on behalf of the Society to publish or to enter into agreements with others to publish on paper, electronically or in any other format, such journals and other publications (abstracts, reviews, newsletters, collected papers from a meeting, electronic media, etc.) as may be authorized by board. The editors of Society publications shall be appointed by the President with the approval of the board of directors, and may serve a term at the discretion of the board of directors.

ARTICLE IX CONTRACTS AND SERVICES

SECTION 1. EXECUTION
The board of directors, except as otherwise provided in these bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the board of directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

SECTION 2. INTEREST IN CONTRACTS
No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director or officer of this Corporation individually, or any individual having any interest in any concern in which any such directors, officers, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this Corporation, and

a) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
b) no such director, officer, or individual shall be liable to account to this Corporation for any profit or benefit realized through any such contract, transaction, or act; and
c) any such director of this Corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;
d) the term "interest" including personal interest and interest as a director, officer, stockholder, shareholder, trustee, or beneficiary of any concern; the term "concern" meaning any Corporation, association, trust, partnership, firm, person, or other entity other than this Corporation.

ARTICLE X INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

SECTION 1 DIRECTORS AND OFFICERS
The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under SECTION 501(c)(3) of the Code is not affected thereby, indemnify each of its directors and officers (including persons who serve at its request as directors, officers, or trustees of another organization in which it has any interest, direct or indirect, or others or who serve at its request in any capacity with respect to any employee benefit plan) (the "Indemnitee"), against all Charges (as hereinafter defined) reasonably incurred by the Indemnitee in connection with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and including appeals (the "Proceeding"), in which the committee may be involved or with which the Indemnitee may be a threatened party, while in office or thereafter, by reason of the Indemnitee's being or having been such a director, officer, or trustee, except (a) with respect to matter as to which the Indemnitee shall have been adjudicated in any Proceeding not to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Corporation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan) or, in the case of a criminal proceeding, to have had reasonable cause to believe that the conduct in question was unlawful (the "Indemnification Standards"); or (b) with respect to any matter as to which no adjudication as to the issue of the Indemnification Standard has occurred whereby the Corporation may indemnify any Indemnitee unless it is determined (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding or (b) by independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) that the Indemnitee did not meet the Indemnification Standard; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification for any Charges shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding notwithstanding the above or (b) independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) to the effect that such Indemnitee acted in accordance with the Indemnification Standard.

SECTION 2 EMPLOYEES AND AGENTS
The board of directors may, by general vote or by vote pertaining to a specific employee or agent or class thereof, authorize indemnification of the Corporation's employees and agents, other than those officers, directors, and persons referred to in the above paragraph, to whatever extent they may determine, which may be in the same manner and to the same extent provided above.

SECTION 3 EXPENSES
Expenses, including attorneys' fees, reasonably incurred by any Indemnitee in connection with the proceeding, defense or disposition of any Proceeding shall be paid by the Corporation, in advance of the final disposition thereof, no later than 45 days after the written request of the Indemnitee for such advance, unless it is determined (a) by a majority vote of a quorum consisting of directors who were not parties to such Proceeding or (b) by independent legal counsel in a written opinion (which counsel shall be appointed if such quorum is not obtainable) the Indemnitee did not meet the Indemnification Standards; provided, however, that such advances shall only be made upon receipt of an undertaking by the Indemnitee to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized under this Article VIII, which undertaking may be accepted without reference to the financial ability of the Indemnitee to make repayment.

SECTION 4 CONTRACTUAL NATURE OF INDEMNIFICATION
The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which any Indemnitee seeking indemnification may be entitled under any by-law, agreement or disinterested directors, or otherwise, both as to action in the Indemnitee's official capacity and to action in another capacity while holding such office, and shall continue as to a person who has ceased to heirs, executors and administrators of such Indemnitee. All rights to indemnification under this Article VIII shall be deemed to be in the nature of a contractual obligation of the Corporation bargained for by each Indemnitee who serves in such capacity at any time while these Articles and other relevant provisions of the Massachusetts General Laws, Chapter 180, and other applicable law, if any, are in effect. No repeal or modification of these Articles shall adversely affect any such rights or obligations then existing with respect to any states of facts then or therefore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. The Corporation shall also indemnify Indemnitee for attorneys' fees, costs and expenses in connection with the successful enforcement of the Indemnitee's right under this Article VIII.

SECTION 5 DEFINITION OF "CHARGES"
As used in this Article VIII the term "Charges" shall include, without limitation, judgment awards, amounts paid in settlement, excise taxes, awards by other tribunals or bodies, attorneys' fees, costs, fines, penalties, and other liabilities actually and reasonably incurred by any Indemnitee in connection with any Proceeding.

SECTION 6 COURT DETERMINATION
The Corporation will promptly pay any Indemnitee. If the board of directors determines that the Indemnification Standard of conduct has not been met, the person seeking indemnification may petition a court for an independent determination. In such court action, the Corporation shall have the burden of proving that indemnification would not be proper. The Indemnitee shall, as a condition, precedent to the Indemnitee's right to be indemnified hereunder, give to the Corporation written notice in writing as soon as practicable of any set of facts for which indemnity could or will be sought pursuant to this Article VIII.

SECTION 7 INSURANCE
The board of directors may authorize the purchase and maintenance of insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was in Indemnitee against any liability incurred by such Indemnitee in any such capacity, or arising out of such person's status as Indemnitee, whether or not such person is entitled to indemnification by the Corporation pursuant to this Article VIII or otherwise and whether or not the Corporation would have the power to indemnify the person against such liability.

SECTION 8 INVALIDITY
If the indemnification provisions of these bylaws or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to all Charges with respect to any Proceeding to the full extent permitted by any applicable portion of these bylaws that shall not have been invalidated or by any other applicable law.

ARTICLE XI FINANCE

SECTION 1. CUSTODY AND INVESTMENT OF FUNDS
The board of directors may from time to time engage the services of a national banking association or any state chartered banking institution to have the custody and safekeeping of the funds of the Corporation, or any of said funds, and to undertake the management and investment thereof, collect the income, and make disbursements from time to time from the principal or income of funds so held to such persons and in such manner as the board of directors shall prescribe.

SECTION 2. INVESTMENTS
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the board of directors, without being restricted to the class of investments which a fiduciary is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under SECTION 501(c)(3) of the Code.

SECTION 3. FISCAL YEAR
The fiscal year of the Corporation shall, unless otherwise fixed by the board of directors, end on the last day of December in every year.

ARTICLE XII CORPORATE SEAL

The Corporation may, but need not, have a seal which shall consist of a circular die bearing the name of the Corporation and such other device or inscription as the board of directors may determine. The form of the seal may be changed by order of the board of directors.

ARTICLE XIII MISCELLANEOUS RESTRICTIONS

SECTION 1. SHARING PROFITS PROHIBITED
No member, director, officer, employee, member of a committee, or other person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the board of directors.

SECTION 2. DISSOLUTION
Upon the dissolution or liquidation of the Corporation, whether the same be voluntary or involuntary, or upon any distribution whatever of the assets or property, no member, director or officer of the Corporation will be entitled to or receive any part of the assets or property of the Corporation (other than as reasonable compensation for services actually rendered). Upon any such dissolution or liquidation of the Corporation, all of the assets and property of the Corporation remaining after payment of all of its liabilities shall be disposed of by being transferred to such other charitable, religious, scientific, literary, or educational organization or organizations which are then exempt under SECTION 501(c)(3) of the Code, and which are devoted to aims similar or substantially similar to those of this Corporation in such manner and as may be determined by the board of directors.

SECTION 3. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code.

SECTION 4. CODE
References in these bylaws to the "Code" shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended, and all regulations, rulings and other interpretations thereto.

ARTICLE XIV AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws not inconsistent with any provision of the Articles of Organization or statute may be made, either by the affirmative vote of a majority of the members of the Corporation entitled to vote at any regular or special meeting of the members duly called after notice to the members of that purpose, or (except with respect to any provision hereof which by law, the Articles of Organization or these bylaws requires action by the members) by the affirmative vote of a majority of the board of directors then in office at any regular or special meeting of the directors duly called after notice to the directors of that purpose. Not later than the time of giving notice of the meeting of members 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 members entitled to vote on amending the bylaws. Any bylaws made, altered, amended or repealed by the directors may be altered, amended, repealed or reinstated by the members.