The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the Corporation. The directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.

1.3 Corporate Seal

The directors may adopt and alter the seal of the Corporation.

1.4 Fiscal Year

The fiscal year of the Corporation shall, unless otherwise decided by the directors, end on December 31 in each year.

ARTICLE 2
MEMBERS

2.1 Number, Election and Qualification

Membership shall be open to all persons who pay the applicable membership dues or qualify as life members, as determined by the Board of Directors. Membership in the Club may be required for participation in Club-sponsored events as determined by the Board of Directors. The Club recognizes two categories of membership, Regular membership and Life membership, subject to the following conditions:

2.1.1 Regular membership

Regular membership shall be subject to the annual payment of dues and shall be for a term of twelve calendar months, beginning with the first day of the month during which applicable membership dues are paid to the organization. Membership shall expire on the last day of the membership term.

2.1.2 Life membership

Life membership shall be subject to the qualifications for life membership as established by its Board of Directors. Once the applicable qualifications have been satisfied, Life membership shall not be subject to expiration or to any further payment of membership dues.

2.2 Tenure

Each member shall remain a member, subject to the conditions above, or until he sooner dies, resigns, or is removed or becomes disqualified.

2.3 Powers and Rights

In addition to such powers and rights as are vested in them by law, the Articles of Organization or these By‑Laws, the members shall have such other powers and rights as the directors may designate.

2.4 Suspension or Removal

A member may be suspended or removed with or without cause by vote of two-thirds (2/3) majority of directors then in office. A member may be removed with cause only after reasonable notice and opportunity to be heard.

2.5 Resignation

A member may resign at any time by delivering his or her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the members or directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

2.6 Annual Meetings

The annual meeting of the members shall be held on the third (3rd) Tuesday of January in each year at 6:00 pm or, if that date is a legal holiday in the place where the meeting is to be held, then at the same hour on the next succeeding day not a legal holiday. The annual meeting may be held at the principal office of the Corporation or at such other place within the United States as the President, members or directors shall determine. Notice of any change of the date fixed in these By‑Laws for the annual meeting shall be given to all members at least twenty (20) days before the new date fixed for such meeting.

If an annual meeting is not held as herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these By‑Laws, except in this Section 2.6, to the annual meeting of the members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 2.8 and 2.9.

2.7 Regular Meetings

Regular meetings of the members may be held at such places within the United States and at such times as the members may determine.

2.8 Special Meetings

Special meetings of the members may be held at any time and at any place within the United States. Special meetings of the members may be called 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 fifteen (15) or more members.

2.9 Call and Notice

2.9.1 Annual and Regular Meetings

No call or notice shall be required for annual or regular meetings of members, provided that reasonable notice (i) of the first regular meeting following the determination by the members of the times and places for regular meetings shall be given to absent members, (ii) of an annual meeting not held at the principal office of the Corporation shall be given to each member, (iii) specifying the purpose of an annual meeting shall be given to each member if either contracts or transactions of the Corporation with interested persons or amendments to these By‑Laws (as adopted by the directors or otherwise) or removal or suspension of a member or director is to be considered at the meeting and (iv) shall be given as otherwise required by law, the Articles of Organization or these By‑Laws.

2.9.2 Special Meetings

Reasonable notice of the time and place of special meetings of the members shall be given to each member. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these By‑Laws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these By‑Laws (as adopted by the directors or otherwise), (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a member or director.

2.9.3 Reasonable and Sufficient Notice

Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a member to send notice by mail at least fifteen (15) days or by facsimile, e-mail or other electronic means or hand delivery at least ten (10) days before the meeting addressed to such member at his or her usual or last known business or residence address or to give notice to such member in person or by telephone at least ten (10) days before the meeting.

2.9.4 Waiver of Notice

Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by the member (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

2.10 Quorum

At any meeting of the members, thirty (30) members (whether present in person or duly represented) shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting 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.

2.11 Action by Vote

Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or by Proxy shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these By‑Laws.

2.12 Action by Written Consent

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 the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.13 Proxies

Members may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

2.14 Compensation

Members shall not receive compensation for their services as members but may be reimbursed for reasonable expenses incurred in the performance of their duties, if so voted by the Board of Directors.

ARTICLE 3
BOARD OF DIRECTORS

3.1 Number, Election, and Tenure

The Board of Directors shall consist of not less than seven (7) nor more than eighteen (18) directors. The number of directors shall be as determined from time to time by the directors. The directors shall be chosen at the annual meeting of the members, and each shall hold office until the next annual meeting of the members and until his successor is chosen or until he sooner dies, resigns, or is removed. A director must be a member of the Corporation prior to the annual meeting, and meet the conditions for membership for the duration of their tenure.

3.2 Powers

The affairs of the Corporation shall be managed by the directors who shall have and may exercise all the powers of the Corporation, including the general management and supervision of the business and affairs of the Corporation, except those powers reserved to the members by law, the Articles of Organization or these By‑Laws.

3.3 Committees

The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. Any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By‑Laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.

3.4 Suspension or Removal

A director may be suspended or removed with or without cause by vote of a majority of the members or by vote of a majority of the directors then in office. A director may be suspended or removed with or without cause by vote of a majority of the members or by vote of a majority of the directors then in office.

3.5 Resignation

A director may resign by delivering his or her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the members or directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

3.6 Vacancies

Any vacancy in the Board of Directors may be filled by the members or directors at any meeting, or by written consent. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or become disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.

3.7 Regular Meetings

Regular meetings of the directors shall be held at such places and at such times as the directors may from time to time determine.

3.8 Special Meetings

Special meetings of the directors may be held at any time and at any place when called by the Chairman of the Board or the President or by two (2) or more directors.

3.9 Call and Notice

3.9.1 Regular Meetings.

No call or notice shall be required for a regular meeting of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent members, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the Corporation with interested persons or amendments to these By‑Laws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the Articles of Organization or these By‑Laws.

3.9.2 Special Meetings.

Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization, or these By‑Laws or unless there is to be considered at the meeting (i) contracts or transactions of the Corporation with interested persons, (ii) amendments to these By‑Laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of an officer or director.

3.9.3 Reasonable and Sufficient Notice.

Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by mail at least fifteen (15) days or by facsimile, e-mail or other electronic means at least ten (10) days before the meeting addressed to the director at his or her usual or last known business or residence address or to give notice to the director in person or by telephone at least ten (10) days before the meeting.

3.9.4 Waiver of Notice

Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by the director (or his or her attorney thereunto authorized) 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 or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

3.10 Quorum.

At any meeting of the directors a majority of the directors, but in no case fewer than four Directors, then in office shall constitute a quorum. Any meeting may be adjourned 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 of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these By‑Laws.

3.12 Action by Written Consent

Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.

3.13 Participation in Meetings Through Communications Equipment

Unless otherwise provided by law or the Articles of Organization, members of the Board of Directors may participate in a meeting of the directors 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 such meeting.

3.14 Compensation

Directors shall not receive compensation for their services as directors but may be reimbursed for reasonable expenses incurred in the performance of their duties.

3.15 Sponsors, Benefactors, Contributors, Advisers, Friends of the Corporation

The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the Corporation, or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

ARTICLE 4
OFFICERS AND AGENTS

4.1 Number and Qualification

The officers of the Corporation shall be a President, Treasurer, Clerk and such other officers, if any, as the directors may determine. The Corporation may also have such agents, if any, as the directors may appoint. An officer must be a director of the Corporation. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the Corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the directors.

4.2 Election

The President, Treasurer and Clerk shall be elected annually by the directors at their first meeting following the annual meeting of the members. Other officers, if any, may be elected by the directors at any time.

4.3 Tenure

The President, Treasurer and Clerk shall each hold office until the first meeting of the directors following the next annual meeting of the members and until his or her successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the directors.

4.4 Chairman of the Board of Directors

If a Chairman of the Board of Directors is elected, he or she shall preside at all meetings of the directors, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.

4.5 President, Vice President, and Executive Director

The President shall be the chief executive officer of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the Corporation. The President shall preside at all meetings of the members and, if no Chairman of the Board of Directors is elected, at all meetings of the directors, except as the members or directors otherwise determine.

The Vice President or Vice Presidents, if any, shall have such duties and powers as the directors shall determine. The Vice President, or First Vice President if there are more than one, shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his or her inability to act.

If elected by the Board of Directors, the Executive Director shall, subject to the direction of the Board of Directors and the supervision of the President, be the chief administrative officer of the Corporation.

4.6 Treasurer

The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. The Treasurer shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as designated by the directors or the President. The Treasurer shall also be in charge of its books of account and accounting records and of its accounting procedures.

4.7 Clerk

The Clerk shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its Clerk, its resident agent, or its counsel and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By‑Laws and names of all members and directors and the address of each. If the Clerk is absent from any meeting of members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting.

4.8 Suspension or Removal

An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard before the Board of Directors.

4.9 Resignation

An officer may resign by delivering his or her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the members or directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.

4.10 Vacancies

If the office of any officer becomes vacant, the directors may elect a successor. Each such successor shall hold office for the unexpired term, and in the case of the President, Treasurer and Clerk until his or her successor is elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.

ARTICLE 5
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 President or by the Treasurer.

Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by the President and the Treasurer (who may be one and the same person), shall be binding on the Corporation in favor of any purchaser or other person relying on such instrument, notwithstanding any inconsistent provisions of the Articles of Organization, By‑laws, Resolutions or Votes of the Corporation.

ARTICLE 6
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another organization in which it has an interest, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

ARTICLE 7
CONFLICT OF INTEREST

Subject to the Articles of Organization and applicable law, the directors shall adopt a conflict of interest policy covering the Corporation’s directors, officers and such staff as may be specified in the policy.

ARTICLE 8
AMENDMENTS

These By‑laws may be altered, amended or repealed, in whole or in part, by vote of two-thirds (2/3 rds) of the directors then in office, except with respect to any provision thereof which by law, the Articles of Organization or these By‑Laws requires action by the members. 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‑laws, notice thereof stating the substance of such change shall be given to all members. The members may by a two-thirds (2/3 rds) vote alter, amend or repeal any by‑laws adopted by the directors or otherwise or adopt, alter, amend or repeal any provision which by law, the Articles of Organization or these By‑Laws required action by the members. Any amendment, alteration or repeal of the By‑Laws by the directors as provided for in this Article 8 shall be valid and given full force and effect unless and until acted upon by the members.

ARTICLE 9
REVISION HISTORY

10-21-02 Adoption prior to Incorporation

xx-xx-02 Adoption after Incorporation