Section 1. EXECUTION. The Board of Directors, except as otherwise provided in these By-Laws, 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, 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. The directors and officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the corporation in a matter in which the directors or officers are personally interested as stockholders, directors, or otherwise shall be at arm's length and not violative of the proscriptions in the Articles of Organization against the corporation's use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the corporation if such contract, transaction, or act is a prohibited transaction or would result in the loss of the tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code"), and the Regulations thereunder as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction,. or other action.
 
 

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 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 is required, such notice shall be sufficient, whether given orally, or by telephone or telegram, or by writing in hand, if received by him 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 his 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. The presence of five 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.