BY-LAWS OF SERBIAN-AMERICAN ALLIANCE OF NEW ENGLAND, INC.
 
ARTICLE I
NAME
The name of the corporation is:
Serbian-American Alliance of New England, Inc.
 
ARTICLE II
PURPOSE
 Section 1. The purpose of the corporation is to engage in the following activities:
(a) To organize persons of Serbian descent and friends of the Serbian-American community from all professions and from all areas of New England for the purposes of fraternal association;
(b) To maintain and promote Serbian cultural heritage through the sponsorship of cultural, social, political, educational, scientific and spiritual programs and events;
(c) To maintain and promote general welfare of the Serbian-American community through the collection of donations and distribution of humanitarian aid as provided by the organization's by-laws and as authorized by law;
(d) To promote freedom, democracy, human rights and free enterprise for Serbia and Serbians and to advocate peaceful resolution to all conflicts involving Serbia and Serbians;
(e) Provided, however, that this corporation shall be organized exclusively for charitable, educational and scientific purposes, either directly or by contributions to organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws, or by an organization, contribution to which are deductible under Section 170 (c)(2) of such Code, or corresponding provisions of any subsequent federal tax laws;
(f) Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any subsequent federal tax laws, or (ii) by a corporation, contribution to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent federal tax laws;
 
ARTICLE III
POWERS AND RULES
Section 1. The corporation shall have the following powers and abide by the following rules in furtherance of its corporate purposes:
(a) The corporation shall have perpetual succession in its corporate name.
(b) The corporation may sue and be sued.
(c) The corporation may have a corporate seal which it may alter at pleasure.
(d) The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.
(e) The corporation may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any other interest therein, wherever situated, in an unlimited amount.
(f) The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
(g) The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.
(h) The corporation may purchase, take receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.
(i) The corporation may make contracts, give guarantees in furtherance of its corporate purposes and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated.
(j) The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
(k) The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes
(l) The corporation may pay pensions, establish and carry out pensions, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.
(m) The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time of war or other national emergency in aid thereof; provided that, as long as the corporation is entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.
(n) The corporation may be an incorporator of other corporations of any type or kind.
(o) The corporation may be a partner in any business enterprise which it would have power to conduct by itself.
(p) The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the members.
(q) meetings of the members may be held anywhere in the United States.
(r) 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 Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) 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, officer, employee or agent, 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 interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, 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 interests of the corporation, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) 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, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (iii) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such director, officer, employee or agent 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 individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors", "officers", "employees" and "agents" include their respective heirs, executors and administrators, and an "interested" director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
(s) No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer, or member of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, 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
(1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(2) no-such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and
(3) 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;
the term "interest" including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term "concern" meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.
(t) No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.
(u) Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, all of the assets of the corporation shall be disposed of to one or more organizations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
(v) The corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth of Massachusetts; and provided, further, that the corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the corporation may receive under Section 501(c)(3) of the Internal Revenue Code.
(w) Notwithstanding anything elsewhere herein provided, the corporation organized and shall be operated exclusively for charitable, educational and scientific purposes, as said terms have been and shall be defined in and pursuant to Sections 170(c) and 501(c)(3) of the Internal Revenue Code of 1986, as amended and as said sections may from time to time be amended or added to, or under any successor sections thereto. Powers of this corporation shall be exercised only in such manner as to assure charitable, educational and scientific purposes, as so defined, it being the intention that this corporation shall be exempt from Federal income taxes and that contributions to it shall be deductible pursuant to said sections of said Code, and all purposes and powers herein shall be interpreted and exercised consistent with this intention.
(x) All references herein: (i) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (ii) to the General Laws of the Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended; and (iii) to particular sections of the Internal Revenue Code or the General laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.
 
ARTICLE IV
REGISTERED OFFICE, AGENT AND SEAL
(a) The Corporation shall have and continuously maintain in the Commonwealth of Massachusetts a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the Commonwealth of Massachusetts and such other registered agents as the Board of Directors may from time to time determine.
(b) The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Massachusetts."
 
ARTICLE V
MEMBERS
(a) The corporation shall have one class of individual members. The corporation shall not have organizational members. Individuals may qualify as members if they desire to advance the beliefs and values of the corporation as established by the Board of Directors.
(b) Each member shall be entitled to one vote on each matter submitted to a vote of the members.
(c) Any member may resign by filing a written resignation with the secretary.
(d) By affirmative vote of two-thirds of the Board of Directors, a member may be expelled for cause after an appropriate hearing.
 
ARTICLE VI
GENERAL ASSEMBLY
Section 1. General Assembly
(a) General Assembly shall consist of all the members of the organization in good standing, as certified by the secretary.
(b) Regular Session of the General Assembly shall be convened every two (2) years, at the call of the president, at the place and date designated by the previous General Assembly provided that, if due to unforeseen reasons, the site and date must be changed, the new site and date, shall be designated by the Board of Directors.
(c) Special Session of the General Assembly may:
(1) be called either by the president, or by a 2/3 majority vote of the Board of Directors, or upon written petition signed by a majority of the entire membership of the organization.
(2) Take place at the place designated by the Board of Directors.
(3) Act only on those matters, for which it was called.
Section 2. Notice of the Session
(a) Written or printed notice stating the place, day, hour and the Order of Business of the General Assembly Session shall be delivered, either personally or by mail, to each member in good standing, not less than fifteen nor more than sixty days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. Any member may waive notice of any meeting.
(b) In the case of a Special Session or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice.
Section 3. Quorum
(a) Quorum shall consist of at least 1/2 plus 1 of all the members in good standing, except when deciding on matters where a 2/3 majority of all the members is required, in which case 2/3 plus 1 of all members in good standing shall constitute a quorum.
Section 4. Voting at the General Assembly Session shall be:
(a) Unless provided otherwise, by majority vote.
(b) Unless provided otherwise, by a show of hands except when 1/3 of the members of the General Assembly present shall request a secret ballot.
(c) By a secret ballot when electing members of the Board of Directors.
(d) By a 2/3 majority vote of all members in good standing, and by a secret ballot, when amending the Articles of Incorporation, as provided elsewhere in these by-laws.
Section 5. The Order of Business of the Regular Session of the General Assembly shall:
(a) Be prepared by the Board of Directors and included in the Notice.
(b) Include the following:
(1) Opening of the Session by the President
(2) Roll Call
(3) Certification by the secretary of the good standing of the members present
(4) Election of Session Chairman, Vice-Chairmen and two Secretaries
(5) Approval of the Order of Business for the Session
(6) Report of the Board of Directors by the President.
(7) Financial report
(8) Other Business
(9) Retirement of old Board of Directors and Election of the new Board
(10) Selection of the date, time and site for next Regular Session
(11) Closing of the Session

 
Section 7. The powers of the General Assembly shall be as follows:
(a) To legislate all matters concerning the corporation and conduct of the corporation.
(b) To receive, approve, reject and decide upon reports and actions of the Board of Directors.
(c) To decide upon matters properly submitted to the Assembly for consideration. Such matters shall be only as follows:
(1) Appeals, petitions and grievances relating to the business between the organization and individual members
(2) Those matters which are beneficial to the organization's membership or are of general interest to our members and which are in harmony with the purpose and spirit of this corporation's Articles of Incorporation
(3) Submitted previously to the Board of Directors, by registered mail, received at the place of business of the corporation not later than fifteen (15) days prior to the opening of the Session.
(d) To elect from among its members, members of the Board of Directors, by secret ballot, provided that nominees for the Board of Directors shall be submitted in writing and signed by at least three (3) members in good standing.
 
ARTICLE VII
OFFICERS
Section 1. Officers.
(a) The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer and such other officers as may be determined by the Board of Directors. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by Board of Directors. Any two or more offices may be held by the same person. Officers need not be residents of Massachusetts.
(b) The officers shall initially be elected for a term of two (2) years. The officers shall initially be elected at the regular General Assembly Session. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. A vacancy in any office because of resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
(c) Any officer may be removed by a majority vote of the Board of Directors whenever in the Board of Directors's judgment the best interests of the corporation would be served thereby.
Section 2. President.
(a) The president shall be the chief executive officer of the Corporation and shall in general supervise and control all of the affairs of the Corporation. He shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board. He may sign, with the secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
Section 3. Vice President.
(a) In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents, in the order designated, or in the absence of any designation, then in the order of their election) 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. Any vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors, including acting as chairman of the Board in the absence of the Chairman.
Section 4. Treasurer.
(a) If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 5. Secretary.
(a) The secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; and in general perform all duties incident to the Office of the secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
 
ARTICLE VIII
BOARD OF DIRECTORS
(a) The affairs of the Corporation shall be managed by its Board of Directors.
(b) The number of directors shall be a minimum of three and a maximum of seven. The Board of Directors shall be elected by a majority vote of the General Assembly at its Regular Session. Each director shall hold office until the next Regular Session of the General Assembly (unless removed by act of the Board of Directors) and until his or her successor has qualified. Directors need not be residents of Massachusetts.
(c) Regular meetings of the Board of Directors shall be held at least once every thirty-five days at the time and place designated by resolution by the Board of Directors without other notice than this by-law and such resolution. The Board of Directors may provide by resolution the time and place, either within or without the State of Massachusetts, for the holding of additional regular meetings of the Board without other notice than such resolution. Members of the Board of Directors must attend at least eight regular meetings annually. Members of the Board of Directors that do not attend at least eight meetings annually shall be automatically removed from the Board.
(d) Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Massachusetts, as the place for holding any special meeting of the Board called by them.
(e) Notice of any special meeting of the Board of Directors shall be given at least three days previously thereto by written notice delivered personally or sent by electronic mail, regular mail or telegram to each director. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting.
(f) A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
(g) The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these by-laws.
(h) Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
(i) Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
 
ARTICLE IX
COMMITTEES
(a) The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.
(b) Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated either in this by-law or by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors of the Corporation, and the president of the Corporation shall appoint the members thereof. Any member thereof may be removed by the Board whenever in their judgment the best interests of the Corporation shall be served by such removal.
(c) Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his successor is appointed, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.
(d) One member of each committee shall be appointed chairman.
(e) Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
(f) 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.
(g) Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
 
ARTICLE X
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
(a) The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, 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 specific instances.
(b) All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president or a vice president of the Corporation.
(c) All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
(d) The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
 
ARTICLE XI
BOOKS AND RECORDS
(a) The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
(b) The fiscal year of the Corporation shall be for the period from January 1 to December 31 of the calendar year.
 
ARTICLE XII
AMENDMENTS TO ARTICLES OF INCORPORATION AND BY-LAWS
Section 1. Amendments to the Articles of Incorporation
(a) Articles I, II, III and IV of the Articles of Incorporation may be altered only during the General Assembly Session by a 2/3 majority vote of all members of the organization in good standing, by a secret ballot, except as provided in Paragraph (b) of this Section, and provided that:
(i) At least thirty (30) days' written notice is given to the secretary of intention to alter, amend or repeal and to adopt new Articles at such Session.
(ii) At least 2/3 of the Directors or at least 1/2 of all the members in good standing have signed such notice.
(iii) Such notice contains full and complete text of the new proposed Articles.
(iv) In such notice a Massachusetts Bar Attorney at Law and a Certified Public Accountant certify that the proposed alterations, amendments or repeals will not in any way endanger the non-profit and tax-exempt status of the corporation.
(b) Article II Paragraphs (e) and (f), and Article IV may also be altered by the Board of Directors, or the president, but only in order to bring them into conformity with any changes of the Massachusetts General Laws or the IRS Code in order to preserve and maintain the non-profit and tax-exempt status of the corporation.
(c) Other Articles of the Articles of Incorporation may be altered, amended or repealed and new Articles may be adopted by a two-thirds majority of the directors present at any regular meeting or at any special meeting, provided that at least ten days' written notice is given of intention to alter, amend or repeal and to adopt new Articles at such meeting.
Section 2. Amendments to the By-Laws
(a) These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds majority of the directors present at any regular meeting or at any special meeting, provided that at least ten days' written notice is given of intention to alter, amend or repeal and to adopt new by-laws at such meeting.
(b) Provided however, that Articles I, II, III and XII of these by-laws may be altered only during the General Assembly Session by a 2/3 majority vote of all members of the organization in good standing, in a secret ballot, and provided that at least ten days' written notice is given of intention to alter, amend or repeal and to adopt new Articles I, II, III or XII of these by-laws at such meeting, except as provided in paragraph (c) of this section.
(c) Articls I, II and III may also be altered by the Board of Directors, or the president, but only in order to bring them into conformity with any changes of the Massachusetts General Laws or the IRS Code in order to preserve and maintain the non-profit and tax-exempt status of the corporation.
 
ARTICLE XV
CONSTRUCTION
(a) In the event of any uncertainty or dispute, the construction of these By-Laws shall be in the sole discretion of the Board of Directors. These By-Laws were adopted by an unanimous vote of the Board of Directors on December 10, 1992, and amended on May 4, 2001 by an unanimous vote of the Board of Directors.












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