Section 1. NAME. The name of the corporation shall be Assabet River Rail Trail, Inc.

Section 2. PURPOSES. The purposes of the corporation shall be as set forth in the Articles of Organization.

Section 3. PRINCIPAL OFFICE. The principal office of the corporation shall be located in ______, Massachusetts. 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

Section 1. MEMBERS. The original members of the corporation shall be ______________ ____________. The members of the corporation shall consist of a single class of active, voting members. Any interested individual or organization subscribing to the purposes of the corporation may become a member of the corporation upon payment of the annual dues in the amount and at such times established from time to time by the Board of Directors. __ _______

Section 2. RIGHTS OF MEMBERS. The right of a member to vote and all his right title, and interest in or to the corporation shall cease on the termination of his 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 3. NUMBER OF MEMBERS. The total number of members of the corporation shall be unlimited. The Clerk shall keep a list of the names and addresses of all members, and such list shall be conclusive as to whether a person or organization is or is not a member of the corporation.

Section 4. 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 5. REMOVAL. A member of the corporation may be removed at any time with or without cause by a majority vote of the Board of Directors at any duly held regular or special meeting of the Directors, provided that the proposal to remove such member was specifically set forth in the notice of the meeting. Any such member shall be entitled to appear before and be heard at such meeting.