THE SAINT-LOUIS DE GONZAGUE ALUMINI FOUNDATION

ARTICLE I

Section 1.01
Articles of Organization.
The name and purposes of the corporation shall be as set forth in its Articles of Organization. These Bylaws, the powers of the corporation and of its members and directors (trustees) and officers and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
(Complete Articles of Organization)

Section 1.02
Location. 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.

Section 1.03
Corporate Seal. The directors (trustees) may adopt and alter the seal of the corporation.

Section 1.04
Fiscal Year. The fiscal year of the corporation shall end on June 30th in each year.

Section 1.05
Gender. The pronoun "he" or "his," when appropriate, shall be construed to mean also "she" or "her" and the word "chairman" shall be construed to include a female.

ARTICLE II

Members

Section 2.01
Number, Election and Qualification. The incorporator(s) at their initial meeting and thereafter the members annually at their annual meeting shall fix the number of members and shall elect the number of members so fixed. At any special or regular meeting the members may increase the number of members and elect new members to complete the number so fixed by a vote of a majority of the members then in office; or they may decrease the number of members, but only to eliminate vacancies caused by the death, resignation, removal or disqualification of one or more members. Unless the members otherwise -designate, there shall be no qualifications for members. No such designation shall disqualify a member in office when the designation is made.

Section 2.02
Term of Membership. Each member shall hold office until the next annual meeting of members and until his successor is elected and qualified, or '" '" until he sooner dies, resigns, is removed or becomes disqualified.

Section 2.03
Powers and Rights. In addition to the right to elect directors (trustees) as provided in Section 3.02 and such other powers and rights as are vested in them by law, the Articles of Organization or these Bylaws, the members shall have such other powers and rights as the directors (trustees) may designate.

Section 2.04
Annual Meeting. The annual meeting of members shall be held quarterly in each year (unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday) or at such other earlier or later date and time as shall be determined from time to time by the directors (trustees) or by the President. Section 2.05 Regular Meetings. Regular meetings of the members may be held at such times as the members may determine.

Section 2.06
Special Meetings. Special meetings of the members may be held at any time when called by the President or by the directors (trustees).

Section 2.07
Place of Meetings. All meetings of the members shall be held at the principal office of the corporation in Massachusetts or at such other place within the United States as shall be fixed by the directors (trustees) or the President.

Section 2.08
Notice of Meetings. A written notice of each meeting of members, stating the place, date and time and the purposes of the meeting, shall be given at least seven (7) days before the meeting to each member entitled to vote thereat and to each other member who, by law, by the Articles of Organization or by these Bylaws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, addressed to such member at his address as it appears in the records of the corporation. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him (or his attorney hereunto authorized) before or after the meeting, is filed with the records of the meeting.

Section 2.09
Quorum. At any meeting of the members a majority of the members then in office (whether present in person or by proxy or otherwise duly represented) and entitled to vote on any action proposed at the meeting shall constitute a quorum, except when a larger quorum is required by law, by the Articles of Organization or by these Bylaws. 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.

Section 2.10
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 duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization or these Bylaws.

Section 2.11
Action by Writing. 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.

Section 2.12
Proxies. Members may vote either in person or by written i proxy dated not more than six 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.

ARTICLE III

Board of Directors (Trustees)

Section 3.01
Power of the Board. The affairs of the corporation shall be managed by the directors (trustees) who shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the Articles of Organization or these Bylaws.

Section 3.02
Number and Election. The directors (trustees) shall be divided into three classes of approximately equal size, the term of one class expiring each year. At each annual meeting of the members following initial election and division of directors (trustees) into three classes, the members shall fix the number of directors (trustees) and shall elect for a term of three years the appropriate number of successors to the class whose term is then expiring, and they may also elect additional directors (trustees) to other classes to the extent necessary to maintain approximate equality im size among classes. At any special or regular meeting of the members may increase the number of directors (trustees) and elect new directors (trustees) to complete the number so fixed by a vote of a majority of the members then in office, or they may decrease the number of directors (trustees), but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors (trustees). A director (trustee) may but need not be a member.

Section 3.03
Term of Office. Each director (trustee) shall hold office for the term of the class to which he is elected and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

Section 3.04
Committees. The directors (trustees) may, by vote of a majority of the directors (trustees) then in office, elect or appoint one or more committees and delegate to any such committee or committees that consist solely of directors (trustees) any or all of the powers of the directors (trustees), except those which by law, by the Articles of Organization or by these Bylaws they are prohibited from delegating. Unless the directors (trustees) otherwise determine, the Executive Committee shall have all of the powers of the directors (trustees) during intervals between meetings of the directors (trustees), except for the powers specified in Section 55 of Chapter 156B of the General Laws of Massachusetts. Unless the directors (trustees) otherwise designate, committees shall conduct their affairs as nearly as may be in the same manner as is provided in these Bylaws for the directors (trustees). The members of any committee shall remain in office at the pleasure of the directors (trustees).

Section 3.05
Regular Meetings. The directors (trustees) shall meet annually immediately following the annual meeting of the members. Other regular meetings of the directors (trustees) may be held at such places and at such times as the directors (trustees) may determine.

Section 3.06
Special Meetings. Special meetings of the directors (trustees) may be held at any time and at any place when called by the chairman of the board of directors (trustees) (or if there be no such chairman, the President) or by two or more directors (trustees).

Section 3.07
Notice of Meetings. Notice of the time and place of such meeting of the directors (trustees) shall be given to each director (trustee) by mail at least five (5) days or by telegram at least forty-eight (48) hours before the meeting addressed to .him at his usual or last known business or residence address or in person or by telephone at least twenty-four (24) hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any director (trustee) if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director (trustee) who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these Bylaws.

Section 3.08
Quorum. At any meeting of the directors (trustees) a majority of the directors (trustees) 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.


Section 3.09
Action by Vote. When a quorum is present at any meeting, a majority of the directors (trustees) present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these Bylaws.

Section 3.10
Action by Writing. Any action required or permitted to be taken at any meeting of the directors (trustees) may be taken without a meeting if all the directors (trustees) consent to the action in writing and the written consents are filed with the records of the meetings of the directors (trustees). Such consents shall be treated for all purposes as a vote at a meeting.

Section 3.11
Presence Through Communications Equipment. Unless otherwise provided by law or the articles of Organization, members of the Board of Directors (Trustees) may participate in a meeting of such board by means of a telephone conference or similar communication equipments 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.

ARTICLE IV

Officers, Agents and Employees

Section 4.01
Number and Qualification. The officers of the corporation shall be a President, Treasurer, Clerk and such other officers, if any, as the directors (trustees) may determine. The corporation may also have such agents, if any, as the directors (trustees) may appoint. An officer may but need not be a director (trustee) or member. 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 (trustees), any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors (trustees).

Section 4.02
Election. The President, Treasurer and Clerk shall be elected annually by the directors (trustees) at their first meeting following the annual meeting of the members. Other officers, if any, may be elected by the directors (trustees) at any time.

Section 4.03
Tenure. The President, Treasurer and Clerk shall each hold office until the first meeting of the directors (trustees) following the next annual meeting of the members and until his successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors (trustees) following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors (trustees).

Section 4.04
Chairman of the Board of Directors (Trustees). If a chairman of the board of directors (trustees) is elected, he shall preside at all meetings of the members and directors (trustees), except as the directors (trustees) shall otherwise determine, and shall have such other powers and duties as may be determined by the directors (trustees).

Section 4.05
President and Vice Presidents. Unless the directors (trustees) otherwise specify, the President shall be the Chief Executive Officer of the corporation and, subject to the control of the directors (trustees), shall have general charge and supervision of the affairs of the corporation. If no chairman of the Board of Directors (Trustees) is elected, the President shall preside at all meetings of the members and of the directors (trustees), except as the members or directors (trustees) otherwise 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 inability to act. Vice Presidents, if any, shall have such other duties and powers as the directors (trustees) shall determine.

Section 4.06
Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. He shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he shall keep full and accurate records thereof. He shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He shall have such other duties and powers as designated by the directors (trustees) or the president.

Section 4.07
Clerk. The clerk shall record and maintain records of all proceedings of the members and directors (trustees) 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 or of its resident agent. 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 Bylaws and names of all members and directors (trustees) and the address of each. If the clerk is absent from any meeting of members or directors (trustees), a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.

Section 4.08
Agents and Employees. The Board of Directors (trustees) may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the board. The board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to 'such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.

Section 4.09
Compensation of Agents and Employees. The corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the board or, if the board delegates power to any officer or officers, then by such officer or officer. The board may require agents or employees to give security for the faithful performance of their duties.



ARTICLE V

Resignations, Removals and Vacancies

Section 5.01
Resignations. Any member, director (trustee) or officer may resign at any time by delivering his resignation in writing to the Chairman of the Board, if any, the President or the clerk or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

Section 5.02
Removals. A member or a director (trustee) may be removed with or without cause by the vote of a majority of the members then in office. A director (trustee) may be removed with cause by the vote of a majority of the directors (trustees) then in office. An officer may be removed with or without cause by the vote of a majority of the directors (trustees) then in office. A member, director (trustee) or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

Section 5.03
Vacancies. Any vacancy in the membership or in the Board of Directors (Trustees), including a vacancy resulting from the enlargement of the board, may be filled by the members or, in the absence of member action to fill such vacancy, by the directors (trustees) by vote of a majority of the directors (trustees) then in office. The directors (trustees) shall elect a successor if the office of the President, Treasurer or Clerk becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office of the unexpired term and in the case of the President, Treasurer and Clerk until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. The members and the directors (trustees) shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.

ARTICLE VI

Execution of Papers

Section 6.01
Execution of Papers. Except as the directors (trustees) 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, a Vice President or the Treasurer.

Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by the President or a Vice President and the Treasurer or an Assistant Treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions or votes of the corporation.

ARTICLE VII

Compensation,. Personal Liability

Section 7.01
Compensation. Directors (trustees) shall be entitled to receive for their services such amount, if any, as the members or directors (trustees) may determine which may include expenses of attendance at meetings. Members and directors (trustees) shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services. [The corporation shall not pay any compensation to directors (trustees) for services to the corporation, except that directors (trustees) may be reimbursed for expenses incurred in the performance of their duties to the corporation, in reasonable amounts as approved by the affirmative vote of a majority of directors (trustees) then in office.] The corporation may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the board of directors (trustees) then in office.

Section 7.02
No Personal Liability. The members, directors (trustees) and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

Section 7.03
Indemnification and Insurance. No trustee or officer of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as such trustee or officer notwithstanding any provision of law imposing such liability, except to the extent that such exemption from liability is not permitted under Chapter 180 of the Massachusetts General Laws. The corporation shall, to the extent legally permissible, indemnify each person who serves as one of its members, trustees or officers, or who serves at its request as a member, trustee or officer of another organization or in a capacity with respect to any employee benefit plan (each such person being called in this Section 7.03 a "Person") 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 such Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such Person may be involved or with which such Person may be threatened, while in office or thereafter, by reason of being or having been such a Person, except with respect to any matter as to which such Person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, to the extent that such matter relates to service at the request of the corporation for another organization or an employee benefit plan, in the best interests of such organization or of the participants or beneficiaries of such employee benefit plan. Such best interests shall be deemed to be the best interests of the corporation for the purposes of this Section 7.03.

Notwithstanding the foregoing, as to any matter disposed of by a compromise payment by any Person, pursuant to a consent decree or otherwise, on 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, (a) by a disinterested majority of the trustees then in office; or (b) by a majority of the disinterested trustees then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation; or (c) by a majority of the disinterested members entitled to vote, voting as a single class.

Expenses, including counsel fees, reasonably incurred by any Person 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 Person to repay the amounts so paid -if such Person ultimately shall be adjudicated to be not entitled to indemnification under this Section 7.03. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.

The right of indemnification hereby provided shall not be exclusive. Nothing contained in this Section shall affect any other rights to indemnification to which any Person or other corporate personnel may be entitled by contract or otherwise under law.

The Board of Directors (Trustees) may purchase and maintain insurance on behalf of any person who is or was a director (trustee), officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director (trustee), officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person 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 such person against such liability under the provisions of this section.

In no case, however, shall the corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Code. Further, if at any time the corporation is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a tax- able expenditure, as defined in § 4941(d) or 4945(d), respectively, of the Code. Moreover, the Corporation shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with § 4958 of the Code or any other provision of the Code applicable to corporations described in § 501(c)(3) of the Code.

If any part of this section shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected. As used in this Section 7.03, the term "Person" includes such Person's respective heirs, executors and administrators, and a "disinterested" member, trustee or officer is one against whom in such capacity the proceeding in question, or another proceeding on the same or similar grounds, is not then pending.

ARTICLE VIII

Amendments

Section 8.01
Amendment. These Bylaws may be altered, amended or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal or the sections to be affected thereby, by vote of the members. These Bylaws may also be altered, amended or repealed by vote of a majority of the directors (trustees) then in office, except with respect to any provision thereof which by law, the Articles of Organization or these Bylaws requires action by the members. Not later than the time j; of giving notice of the meeting of members next following the amending or repealing by the directors (trustees) of any Bylaws, notice thereof stating the substance of such change shall be given to all members. Any by-law so altered, amended or repealed by the directors (trustees) may be further altered or amended or reinstated by the members in the above manner.