·	Added a new section entitled “Notice of Stockholder Business and Nominations.” This change requires stockholders who intend to propose business to be acted upon at a stockholder meeting to provide advance notice of their proposals, or director nominations, to the Company. Section 1.11.

·	Deleted a provision which would permit any stockholder holding 10% or more of the Company’s common stock to present matters to be considered for action at an annual meeting, due to the addition of Section 1.11 noted above. Section 1.2.

·	Added a provision including details as to the conduct of stockholder meetings. Section 1.1.

·	Changed the reference to the date on which the annual meeting is to be held from the very specific (“the second Tuesday in November”) to the more general (“any date within six months after the end of the fiscal year”). Section 1.2.

·	Stockholder meetings are now permitted to be held outside of the United States for Massachusetts corporations. Deleted the requirement that all meetings be held within the United States. Section 1.1.

·	E-mail and fax notices to stockholders are now permitted under the Massachusetts Business Corporation Act (the “MBCA”). Changed to provide more flexibility in giving notices to stockholders. Section 1.4.

·	Changed the maximum permitted duration of stockholder proxies from 6 months to 11 months to be consistent with that permitted by the MBCA. Section 1.7.

·	Deleted references to particular rights of classes of Preferred Stock, as no classes of Preferred Stock are currently issued or outstanding. Sections 2.1 and 3.2.2.

·

The title of Clerk has been replaced with the title of Secretary in the MBCA. For corporations that still provide for a Clerk, the statute provides that such Clerk shall be deemed to be the Secretary for purposes of the statute until a Secretary is appointed. As the Company’s former By-laws provided for a Secretary, as well as a Clerk they were amended to consolidate these two positions into one, called the Secretary. See changes throughout, and particularly in Sections 2.1, 4.4 and 4.5.

·	Changed to allow directors to be removed by a majority of the other directors for cause. Section 2.2.

·	Changed the minimum length of advance notice for Board meetings from three to two days in accordance with the MBCA. In addition, e-mail and fax notices to directors are now expressly permitted under the MBCA. Section 3.2.2.

·	Changed the vote requirement for formation of Board committees from 75% to a majority. Section 3.4.

·	Changed the maximum amount of time prior to a stockholder meeting in which a record date could be to be no more than 70 days prior to the date of the relevant meeting or dividend. The MBCA extended the maximum period to 70 days. Section 5.3.

·	Deleted reference to treasury stock as the MBCA now does not provide for treasury stock. Section 5.5.

·	Added various other provisions relating to general activities of the Corporation and interpretation of provisions in the By-laws. Sections 6.10 - 6.15.