Exhibit 3.1 For Use By The Secretary of State File No. Fee Paid C.B. Date File No. 19961070 0 Pages 2 Fee Paid $35.00 OCN 1960731200010 LNME Filed 3/8/96 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Gary Cooper ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on March 5, 1996 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 10 10 -0- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is _ shares. SIXTH: Address of the registered office in Maine: One Monument Square, Portland, Maine 04101 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. LBO RESORT ENTERPRISES By:* /s/ Christopher E. Howard Christopher E. Howard, Clerk (type or print name and capacity) Dated: March 5, 1996 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A to Articles of Amendment of LBO RESORT ENTERPRISES VOTED: That, pursuant to 13-A M.R.S.A. 805, the Articles of Incorporation of this corporation are hereby amended to change its name from LBO Resort Enterprises to American Skiing Company. File No. 19961070 0 Pages 2 Fee Paid $105.00 OCN 19534116000003 ART1 Filed 12/07/95 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested By Signature /s/ Gary Cooper Deputy Secretary of State BUSINESS CORPORATION STATE OF MAINE ARTICLES OF INCORPORATION (Check box only if applicable) __This is a professional service corporation formed pursuant to 13 M.R.S.A. Chapter 22. Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is LBO Resort Enterprises and its principal business location in Maine is Bethel, Maine 04217 SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Christopher E. Howard, One Monument Square, Portland, Maine 04101 THIRD: ("X" one box only) x. 1. The number of directors constituting the initial board of directors of the corporation is 1 (See 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS 3. The board of directors x is __is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be 1 director, (See 703.1.A.) and the maximum number, if any, shall be 13 directors. B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons. The business of the corporation will be managed by the shareholders. (See 701.2.) FOURTH: ("X" one box only) x There shall be only one class of shares (title of class) Common Stock Par value of each share (if none, so state) $1.00 Number of shares authorized 100,000 There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit __ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is $100,000.00 The total number of authorized shares (of all classes) without par value is ___ shares FIFTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SIXTH: ("X" if applicable) x There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit _ attached hereto and made a part hereof. INCORPORATORS DATED: December 6, 1995 /s/ Janet R. McInnis (residence address) 16 Running Tide Drive Scarborough, ME 04074 For Corporate Incorporators* Name of Corporate Incorporator By: Street (signature of officer) (type or print name and capacity) (principal business location) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 Exhibit 3.2 BYLAWS OF LBO RESORT ENTERPRISES Adopted: December 8, 1995 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation as amended from time to time as on file with the Secretary of State of Maine. References in these Bylaws to the Maine Business Corporation Act and to particular sections of said Act are to said Act and said sections as amended from time to time. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place within Maine (or outside Maine if permitted by the Articles of Incorporation) as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by the Maine Business Corporation Act, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed in 604(1) of the Maine Business Corporation Act, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by the Maine Business Corporation Act. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by the Maine Business Corporation Act, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Maine Business Corporation Act, the Articles of Incorporation or these Bylaws, or except when otherwise required by a written agreement pursuant to 618 of the Maine Business Corporation Act. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, Secretary or any other person or persons authorized by 709(6) of the Maine Business Corporation Act. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless the Maine Business Corporation Act shall otherwise require. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors, except as otherwise provided by 713 of the Maine Business Corporation Act relating to certain amendments, mergers, certain sales, dissolutions, certain distributions and the like. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk who shall be a resident of Maine, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made pursuant to 304 of the Maine Business Corporation Act. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by 625 of the Maine Business Corporation Act, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote (except as otherwise provided in 613 of the Maine Business Corporation Act); and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.3 For Use By The Secretary of State File No. 19580111D 19891814D Fee Paid $80.00 C.B. Date August 1, 1989 For Use by The Secretary of State July 27, 1989 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Pamela French Deputy Secretary of State STATE OF MAINE ARTICLES OF MERGER OF LGJ INC. A MAINE CORPORATION INTO SUNDAY RIVER SKIWAY CORPORATION A MAINE CORPORATION Pursuant to 13-A MRSA 903, the board of directors of each participating corporation approve and the undersigned corporations adopt the following Articles of Merger: FIRST: The plan of merger is set forth in Exhibit A attached hereto and made a part hereof. SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan, are as follows: Name of Number Number Voted Voted Corporat of of For Against ion Shares Shares Outstand Entitled ing to Vote LGJ Inc. 115,434 115,434 115,434 0 Sunday 126,919 126,919 92,984 31,044 River Skiway Corporat ion THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each such class voted for and against the plan, are as follows: Name of Designat Number Voted Voted Corporat ion of of For Against ion Class Shares (Include the following paragraph if the merger was authorized without the vote of the shareholders of the surviving corporation. Omit if not applicable.) FOURTH: The plan of merger was adopted by the participating corporation which is to become the surviving corporation in the merger without any vote of its shareholders, pursuant to section 902, subsection 5. The number of shares of each class outstanding immediately prior to the effective date of the merger, and the number of shares of each class to be issued or delivered pursuant to the plan of merger of the surviving corporation are set forth as follows: Designat Number of Number of ion of Shares Shares to be Class Outstanding Issued or Immediately Delivered Prior to Pursuant to Effective the Merger Date of Merger FIFTH: The address of the registered office of the surviving corporation is Market Square; South Paris, Maine 04281. The address of the registered office of the merged corporation is One Monument Square, Portland, Maine 04101. SIXTH: Effective date of the merger (if other than date of filing of Articles) is ___, 19__. Dated: July 27, 1989 Sunday River Skiway Corporation /s/ Douglas M. Myers Douglas Myers, Clerk MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders of Sunday River Skiway Corporation /s/ Douglas M. Myers Signature of clerk Dated July 27, 1989 LGJ Inc. By: James B. Zimpritch James B. Zimpritch, Clerk MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders of LGJ Inc. /s/ James B. Zimpritch James B. Zimpritch, Clerk Signature of clerk EXHIBIT 1 PLAN OF MERGER OF LGJ INC. INTO SUNDAY RIVER SKIWAY CORPORATION Pursuant to Section 901 of the Maine Business Corporation Act Pursuant to this Plan of Merger, LGJ Inc., a Maine corporation ("LGJ") will be merged (the "Merger") with and into Sunday River Skiway Corporation, a Maine corporation (the "Company"). In the Merger the Company shall be the surviving corporation (the "Surviving Corporation"). The terms and conditions of the Merger and the consideration to be paid by the Surviving Corporation upon surrender of each outstanding share of the Company not owned by LGJ are as set forth below. 1. The Merger shall be effective (the "Effective Date") on the date on which the Articles of Merger with respect to the Merger shall have been duly executed and filed in the office of the Secretary of State of Maine in accordance with the provisions of the Maine Business Corporation Act. 2. At the Effective Date, the Articles of Incorporation of the Company shall become the Articles of Incorporation of the Surviving Corporation and the Bylaws of LGJ shall become the Bylaws of the Surviving Corporation. At the Effective Date, the directors and officers of the Company shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors are duly elected or chosen and have been qualified in the manner provided in the Articles of Incorporation and Bylaws or as otherwise provided by law. 3. Each share of Common Stock, par value $1 per share, of LGJ outstanding immediately prior to the Effective Date shall be converted into and shall without further action represent one share of Common Stock, par value $1 per share, of the Surviving Corporation. 4. (a) Each share of Common Stock, par value $1 per share, of the Company outstanding immediately prior to the Effective Date (other than those owned by LGJ) shall be canceled and exchanged for the right to receive in the Merger the merger consideration provided in this Plan of Merger (the "Merger Consideration"). Each share of Common Stock, par value $1 per share, of the Company owned by LGJ shall be canceled in the Merger. Upon surrender to the Surviving Corporation of certificates for each such outstanding share of the Common Stock of the Company (not owned by LGJ) as of the date of filing of the Articles of Merger, duly endorsed, the Surviving Corporation shall pay (or cause to be paid) the Merger Consideration. From and after the Effective Date and until surrendered to the Surviving Corporation, each outstanding certificate which prior to the Effective Date represented shares of outstanding Common Stock of the Company not owned by LGJ shall be deemed for all purposes to evidence only a right to receive the Merger Consideration for which such shares have been exchanged by virtue of the Merger; no interest will be paid or accrued on the Merger Consideration payable upon surrender of such certificate; and if payment of the Merger Consideration is to be made to a person other than the one in whose name the certificate surrendered is registered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed with signatures guaranteed or otherwise in proper form for transfer. (b) The Merger Consideration for each share of Common Stock of the Company (other than shares held by LGJ) shall consist of the sum of the following: (i) $30 in cash (ii) $33 principal amount of Subordinated Notes in the form annexed hereto as Annex A; (iii) $33 in ski credits for the purchase of daily or season ski passes at the Sunday River Ski Area, which will be usable commencing with the 1989-90 season and must be used prior to June 1, 1994, each of which may be exchanged for a daily lift ticket (irrespective of any increases or decreased in the published prices) and 20 of which may be exchanged for one adult season's pass, regardless of the then applicable price for a season pass; and (iv) Upon the happening of an Extraordinary Transaction (defined below) within two years following the Effective Date of the Merger, an amount in cash (the "Contingent Payment") which, when added to $96, equals the same consideration per share received by the shareholders of the Surviving Corporation in the Extraordinary Transaction (after giving affect to the making of the Contingent Payments), provided that the amount of any Contingent Payment will be reduced by 50% if an Extraordinary Transaction occurs more than 1 year after the Effective Date of the Merger. "Extraordinary Transaction" means any of the following: (I) the merger or consolidation of the Surviving Corporation with or into a corporation not controlled 50 percent or more by Leslie B. Otten, (ii) the sale of all or substantially all of the assets of the Surviving Corporation to a party not controlled by Leslie B. Otten and subsequent liquidation of the Surviving Corporation, or (iii) the sale by Leslie B. Otten of more than 50 percent of the stock of the Surviving Corporation. 5. From and after the Effective Date, transfer of the shares of Common Stock of the Company outstanding prior to the Effective Date shall not be made on the stock transfer books. 6. Immediately upon filing the Articles of Merger, LGJ shall cease its separate existence; all of the properties (real, personal and mixed), rights, immunities, privileges, franchises, choses in action and in all other assets of LGJ shall vest in the Surviving Corporation without further act; and the Surviving Corporation shall assume all the liabilities, duties and obligations of LGJ.. 7. The Surviving Corporation shall assume and accept responsibility for any obligations of the Company accruing to shareholders of the Company other than LGJ under the Maine Business Corporation Act arising from the effectuation of this Plan of Merger. 8. LGJ and the Company expressly reserve the right to abandon the Merger and this Plan of Merger, at any time prior to the Effective Date, in the absolute discretion of the directors of either of them. SUNDAY RIVER SKIWAY CORPORATION Subordinated Note Bethel, Maine July 1989 For value received, SUNDAY RIVER SKIWAY CORPORATION, a Maine corporation (the "Corporation"), promises to pay to __ , or registered assigns, at its offices located at Bethel, Maine, in lawful money of the United States, the principal amount of $__ as provided in this Subordinated Note. This Subordinated Note shall bear interest on the unpaid principal amount thereof at a rate equal to the Base Rate from time to time at The First National Bank of Boston, Boston, Massachusetts. Payments of principal and interest shall be made on October 31 in each of the years 1990 through 1994, until paid in full. Each annual payment shall be in the amount of $__, plus accrued interest to date based on the average Base Rate in effect during the preceding year (and, in the case of the October 31, 1990 payment, since the date hereof); provided, however, that the interest rate shall never be less than 7% per annum and never greater than 13% per annum. This Subordinated Note is one of the Subordinated Notes issued as of July 1989 in connection with the merger of LGJ Inc., a Maine corporation, with and into the Corporation. The right to receive payments under this note is subordinate to all indebtedness and obligations of the Corporation to its bank lenders |(and to the lenders' affiliates), all whether now existing or hereafter arising (collectively the "Bank Debt"). So long as any event of default exists under the Bank Debt, the Corporation may be required to refrain from making payments of principal or interest on this note until the Bank Debt has been paid in full. Furthermore while such payments are suspended, no action may be taken to enforce this note, which shall not be deemed to be past due or in default as a result. A written notice to the Corporation from such bank lender that any event of default exists under the Bank Debt shall be conclusive and binding on all parties, following which payments may not be resumed without the specific written approval of such bank lender even if such Bank Debt is later amended or revised. Such bank lender may directly enforce this paragraph, which may not be amended or waived without its written approval. If any payment under this note is not paid when due after a date specified by a notice sent to the Corporation at the address stated below by certified mail return receipt requested, which date shall be not less than thirty days from the date such notice is mailed, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable on demand, subject however to any suspension of payments required by the subordination provisions above. The undersigned shall have the right to prepay this note in whole or part at any time without penalty. This Subordinated Note is transferable only by assignment on the books of the Corporation upon surrender of this Subordinated Note with proper evidence of assignment. IN WITNESS WHEREOF, the Corporation has caused this Subordinated Note to be signed by a duly authorized officer as the __ day of July, 1989. SUNDAY RIVER SKIWAY CORPORATION By: Its President For Use By The Secretary of State File No. 19580111D Fee Paid $35.00 C.B. Date Apr. 30, 1990 For Use by The Secretary of State April 25, 1990 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Pamela French Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on October 4, 1989 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 115,434 115,434 - 0- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is _ shares. SIXTH: Address of the registered office in Maine: Market Square, South Paris, Maine 04281 Sunday River Skiway Corporation By:* /s/ Douglas M. Myers (signature) Douglas M. Myers, Clerk (type or print name and capacity) MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Douglas M. Myers Dated: January 23, 1990 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. Exhibit A The following provisions, referred to in Article Second of the Articles of Amendment dated November 21, 1972 to the Articles of Incorporation of SUNDAY RIVER SKIWAY CORPORATION are hereby added to and made a part of said Articles of Amendment, the same having been duly adopted by the shareholders of said Corporation as duly certified herein, of which this instrument is an exhibit, namely: The Articles of Incorporation of SUNDAY RIVER SKIWAY CORPORATION are hereby amended to include the following provisions, and any prior provisions of said Articles of Incorporation heretofore in effect and inconsistent with the following provisions are hereby canceled and deleted, namely: "(c) The Administration and government of the Corporation shall be vested in a Board of Directors composed of not less than one (1) nor more than five (5) persons. No Director need be a stockholder in the Corporation nor a resident of the State of Maine." As amended hereby, the Articles of Incorporation of the Corporation shall continue in full force and effect. Exhibit 3.4 BYLAWS OF SUNDAY RIVER SKIWAY CORPORATION Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. BYLAWS OF SUNDAY RIVER LTD. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.5 For Use By The Secretary of State File No. 19880796D Fee Paid $10-$50 C.B. Date Nov. 12, 1987 /s/ For Use By The Secretary of State FILED August 6, 1987 Deputy Secretary of State A True Copy When Attested by Signature /s/ Deputy Secretary of State STATE OF MAINE ARTICLES OF INCORPORATION OF SUNDAY RIVER, LTD. Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is Sunday River Ltd. and it is located in Maine, at Sunday River Skiway, Newry, Maine SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Gordon M. Gillies, 3 Broad Street, P.O. Box 249, Bethel, Maine 04217 THIRD: ("X" one box only) _ a. The number of directors constituting the initial board of directors of the corporation is__ (See 703.1.A.) b. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS _There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders. (See 703, 1.B.) FOURTH: ("X" one box only) The board of directors x is _ is not authorized to increase or decrease the number of directors. If the board is so authorized, the minimum number, if any, shall be three (3) directors, (See 703.1.A.) and the maximum number, if any, shall be seven (7) directors. FIFTH: ("X" one box only) x There shall be only one class of shares, viz, Common Par value of each share (if none, so state) none Number of shares authorized 2,000 _ There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit _ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is n/a The total number of authorized shares (of all classes) without par value is 2,000 shares SIXTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SEVENTH: ("X" if applicable) _ There are no preemptive rights. EIGHTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit A attached hereto and made a part hereof. DATED: 17 June 1987 INCORPORATORS RESIDENCE ADDRESSES /s/ Leslie B. Otten Leslie B. Otten (type or print name) Sunday River Village Newry, ME 04261 For Corporate Incorporators Street By: (signature) (type or print name and capacity) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The address of the principal place of business of the incorporator corporation should be given. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. For Use By The Secretary of State File No. Fee Paid C.B. File No. 19880796 0 Pages 2 Fee Paid $35.00 OCN 19605914000006 CHNG Filed 2/23/96 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Gary Cooper Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on February 15, 1996 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 1 1 -- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is _ shares. SIXTH: Address of the registered office in Maine: One Monument Square, Portland, Maine 04101 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Christopher E. Howard Signature of clerk, secretary or asst. secretary) SUNDAY RIVER LTD. By:* /s/ Christopher E. Howard (signature) Christopher E. Howard, Clerk (type or print name and capacity) Dated: 2-15-96 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT OF SUNDAY RIVER LTD. VOTED: That, pursuant to 13-A M.R.S.A. 805, the Articles of Incorporation of this corporation are hereby amended by repealing Articles THIRD and FOURTH thereof and substituting the following Articles THIRD and FOURTH in place thereof, to wit: THIRD: a. The number of directors constituting the initial board of directors of the corporation is one (1) (See 703,1.A.). FOURTH: The Board of Directors is authorized to increase or decrease the number of directors. The minimum number shall be one (1) director (See 13-A M.R.S.A. 703(1)(A)) and the maximum number shall be seven (7) directors. EXHIBIT "A" The holders of common stock of SUNDAY RIVER, LTD. shall be entitled to a pre-emptive right to subscribe for or to purchase, in the proportion which their holdings of common stock bear to the outstanding common stock. This right shall be deemed waived by any shareholder who does not exercise it and pay for the shares pre-empted within thirty (30) days of receipt of notice in writing from the corporation stating the prices, terms, and conditions of the issue of the shares inviting him to exercise his pre-emptive right. Any shareholder desiring to sell any of the shares of the corporation shall first offer such shares to the corporation and the other shareholders in the following manner: Such shareholders shall give written notice by registered mail to the Secretary of the corporation of his intention to sell such shares. Said notice shall specify the number of shares to be sold, the price per share, and the terms upon which the sale is to be made. The corporation shall have thirty (30) days from the receipt of such notice within which to exercise its option to purchase all of any full number of the shares so offered. Such purchase may be authorized by the Board of Directors without any action by the shareholders of the corporation. In the event that the corporation should fail to purchase all of such shares within the said thirty (30) day period, the secretary of the corporation shall, within five (5) days thereafter, give written notice to each of the other shareholders of record, stating the number of shares offered for sale but not purchased by the corporation, the price per share, and the terms upon which the sale is being made. Such notice shall be sent by mail addressed to each shareholder at his last address as it appears on the books of the corporation. Within ten (10) days after the mailing of said notices, any shareholder desiring to purchase part or all of said shares, shall deliver by mail or otherwise to the secretary of the corporation a written offer for the number of shares desired by him, accompanied by the purchase price therefor with authorization to pay such purchase price against delivery of such shares. If the shareholders offer to purchase more than the total number of shares available for purchase by them then the shareholders offering to purchase shall be entitled to purchase such proportion of said shares as the number of shares of the corporation which he holds bear to the total number of shares held by all stockholders offering to purchase. In the event that the proportion of said shares to which any shareholder should be entitled to purchase is more than the number of shares he desires to purchase, each remaining shareholder desiring to purchase additional shares, shall be entitled to purchase such proportion of the surplus as the number of shares which he holds bears to the total number of shares held by all shareholders desiring to participate. If none or only part of the shares offered for sale is purchased by the corporation or shareholders, or both, then the shareholder who offered the same for sale shall have thereafter the right to sell said shares not so purchased to such persons or person he desires; provided, however, that he shall not sell such shares at a lower price or on terms more favorable to the purchaser than those specified by the written notice he gave to the corporation. Any sale of the shares of the corporation shall be null and void unless the provisions of this article are strictly observed and followed. Exhibit 3.6 BYLAWS OF SUNDAY RIVER LTD. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. BYLAWS OF PERFECT TURN, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.7 For Use By The Secretary of State File No. 19910099D Fee Paid $30-$75 C.B. Date July 19, 1990 For Use By The Secretary of State FILED July 17, 1990 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Pamela French Deputy Secretary of State STATE OF MAINE ARTICLES OF INCORPORATION OF PERFECT TURN, INC. Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is PERFECT TURN, INC. and it is located at P.O. Box 450, Bethel, ME 04217 SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Gordon M. Gillies, 3 Broad Street, P.O. Box 249, Bethel, Maine 04217 THIRD: ("X" one box only) _ a. The number of directors constituting the initial board of directors of the corporation is __ (See 703.1.A.) b. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS x There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders. (See 703, 1.B.) FOURTH: ("X" one box only) The board of directors x_ is _ is not authorized to increase or decrease the number of directors. If the board is so authorized, the minimum number, if any, shall be three (3) directors, (See 703.1.A.) and the maximum number, if any, shall be seven (7) directors. FIFTH: ("X" one box only) x There shall be only one class of shares, viz, Common Par value of each share (if none, so state) none Number of shares authorized 2,000 _There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit _ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is n/a The total number of authorized shares (of all classes) without par value is 2,000 shares SIXTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SEVENTH: ("X" if applicable) _ There are no preemptive rights. EIGHTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit A attached hereto and made a part hereof. DATED: July 13, 1990 INCORPORATORS RESIDENCE ADDRESSES /s/ Gordon M. Gillies Three Broad Street Gordon M. Gillies Bethel, ME 04217 For Corporate Incorporators Street By: (signature) (type or print name and capacity) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The address of the principal place of business of the incorporator corporation should be given. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. EXHIBIT "A" The holders of common stock of PERFECT TURN, INC. shall be entitled to a pre-emptive right to subscribe for or to purchase, in the proportion which their holdings of common stock bear to the outstanding common stock. This right shall be deemed waived by any shareholder who does not exercise it and pay for the shares pre-empted within thirty (30) days of receipt of notice in writing from the corporation stating the prices, terms, and conditions of the issue of the shares inviting him to exercise his pre-emptive right. Any shareholder desiring to sell any of the shares of the corporation shall first offer such shares to the corporation and the other shareholders in the following manner: Such shareholders shall give written notice by registered mail to the Secretary of the corporation of his intention to sell such shares. Said notice shall specify the number of shares to be sold, the price per share, and the terms upon which the sale is to be made. The corporation shall have thirty (30) days from the receipt of such notice within which to exercise its option to purchase all of any full number of the shares so offered. Such purchase may be authorized by the Board of Directors without any action by the shareholders of the corporation. In the event that the corporation should fail to purchase all of such shares within the said thirty (30) day period, the secretary of the corporation shall, within five (5) days thereafter, give written notice to each of the other shareholders of record, stating the number of shares offered for sale but not purchased by the corporation, the price per share, and the terms upon which the sale is being made. Such notice shall be sent by mail addressed to each shareholder at his last address as it appears on the books of the corporation. Within ten (10) days after the mailing of said notices, any shareholder desiring to purchase part or all of said shares, shall deliver by mail or otherwise to the secretary of the corporation a written offer for the number of shares desired by him, accompanied by the purchase price therefor with authorization to pay such purchase price against delivery of such shares. If the shareholders offer to purchase more than the total number of shares available for purchase by them then the shareholders offering to purchase shall be entitled to purchase such proportion of said shares as the number of shares of the corporation which he holds bear to the total number of shares held by all stockholders offering to purchase. In the event that the proportion of said shares to which any shareholder should be entitled to purchase is more than the number of shares he desires to purchase, each remaining shareholder desiring to purchase additional shares, shall be entitled to purchase such proportion of the surplus as the number of shares which he holds bears to the total number of shares held by all shareholders desiring to participate. If none or only part of the shares offered for sale is purchased by the corporation or shareholders, or both, then the shareholder who offered the same for sale shall have thereafter the right to sell said shares not so purchased to such persons or person he desires; provided, however, that he shall not sell such shares at a lower price or on terms more favorable to the purchaser than those specified by the written notice he gave to the corporation. Any sale of the shares of the corporation shall be null and void unless the provisions of this article are strictly observed and followed. For Use By The Secretary of State File No. Fee Paid C.B. Date File No. 19910099 0 Pages 2 Fee Paid $35.00 OCN 19605914000002 CHNG Filed 2/23/96 Deputy Secretary of State /s/ Gary Cooper A True Copy When Attested by Signature /s/ Gary Cooper Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on February 15,1996 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 1 1 --- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: One Monument Square, Portland, Maine 04101 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Christopher E. Howard (Signature of clerk, secretary or asst. secretary) PERFECT TURN, INC. By:* /s/ Christopher E. Howard (signature) Christopher E. Howard, Clerk (type or print name and capacity) Dated: 2-15-96 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT OF PERFECT TURN, INC. VOTED: That, pursuant to 13-A M.R.S.A. 805, the Articles of Incorporation of this corporation are hereby amended by repealing Articles THIRD and FOURTH thereof and substituting the following Articles THIRD and FOURTH in place thereof, to wit: THIRD: a. The number of directors constituting the initial board of directors of the corporation is one (1) (See 703,1.A.). FOURTH: The Board of Directors is authorized to increase or decrease the number of directors. The minimum number shall be one (1) director (See 13-A M.R.S.A. 703(1)(A)) and the maximum number shall be seven (7) directors. Exhibit 3.8 BYLAWS OF PERFECT TURN, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.9 File No. 19941882 0 Pages 2 Fee Paid $175.00 OCN 1940881600015 ART1 Filed 2/24/94 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Gary Cooper Deputy Secretary of State BUSINESS CORPORATION STATE OF MAINE ARTICLES OF INCORPORATION (Check box only if applicable) _This is a professional service corporation formed pursuant to 13 M.R.S.A. Chapter 22. Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is L.B.O. Holding, Inc. and its principal business location in Maine is Newry, Maine SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Theodore H. Kurtz, Market Square, South Paris, Maine 04281 THIRD: ("X" one box only) x A. 1. The number of directors constituting the initial board of directors of the corporation is 1 (See 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS Leslie B. Otten P.O. Box 450, Bethel, Maine 04281 3. The board of directors _ is x is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be __ director, (See 703.1.A.) and the maximum number, if any, shall be __ directors. __ B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons. The business of the corporation will be managed by the shareholders. (See 701.2.) FOURTH: ("X" one box only) x There shall be only one class of shares (title of class) Common Stock Par value of each share (if none, so state) $0.00 Number of shares authorized 10,000 _There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit _ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is $0 The total number of authorized shares (of all classes) without par value is 10,000 shares FIFTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SIXTH: ("X" if applicable) _There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit _ attached hereto and made a part hereof. INCORPORATORS DATED: March 23, 1994 (signature) (type or print name) (residence address) Street (city, state and zip code) For Corporate Incorporators* Name of Corporate Incorporator By: (signature of officer) Street (principal business location) (type or print name and capacity) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 Exhibit 3.10 BYLAWS OF LBO HOLDING, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.11 File No. 19940875 0 Pages 2 Fee Paid: $105 OCN 1933221600007 ART1 Filed 11/16/93 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Gary Cooper Deputy Secretary of State BUSINESS CORPORATION STATE OF MAINE ARTICLES OF INCORPORATION Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is Sunday River Transportation, Inc. and its principal business location in Maine is Sunday River Road, Newry, Maine 04217. SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Theodore H. Kurtz, 9 Market Square, South Paris, Maine 04281; or P.O. Box J, South Paris, Maine 04281 THIRD: ("X" one box only) _A. 1. The number of directors constituting the initial board of directors of the corporation is __(See 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS 3. The board of directors _ is _ is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be __ director, (See 703.1.A.) and the maximum number, if any, shall be __ directors. x B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons. The business of the corporation will be managed by the shareholders. (See 701.2.) FOURTH: ("X" one box only) x There shall be only one class of shares (title of class) Common Stock Par value of each share (if none, so state) none Number of shares authorized 2,000 _There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit_ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is n/a The total number of authorized shares (of all classes) without par value is 2,000 shares FIFTH: ("X" one box only) Meetings of the shareholders _ may x may not be held outside of the State of Maine. SIXTH: ("X" if applicable) _There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit _ attached hereto and made a part hereof. INCORPORATORS DATED: October 8, 1993 /s/ Leslie B. Otten (signature) Street Timberline Drive Newry, Maine 04261 For Corporate Incorporators* Name of Corporate Incorporator By: (signature of officer) (type or print name and capacity) Street (principal business location) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 For Use By The Secretary of State File No. Fee Paid C.B. Date File No. 19940875 0 Pages 2 Fee Paid $35.00 OCN 1960591400008 CHNG Filed 2/23/96 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature /s/ Gary Cooper Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on February 15, 1996 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 1 1 --- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: One Monument Square, Portland, Maine 04101 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Christopher E. Howard Signature of clerk, secretary or asst. secretary) SUNDAY RIVER TRANSPORTATION INC. By:* /s/ Christopher E. Howard (signature) Christopher E. Howard, Clerk (type or print name and capacity) Dated: 2-15-96 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT OF SUNDAY RIVER TRANSPORTATION INC. VOTED: That, pursuant to 13-A M.R.S.A. 805, the Articles of Incorporation of this corporation are hereby amended by repealing Articles THIRD and FOURTH thereof and substituting the following Articles THIRD and FOURTH in place thereof, to wit: THIRD: a. The number of directors constituting the initial board of directors of the corporation is one (1) (See 703,1.A.). FOURTH: The Board of Directors is authorized to increase or decrease the number of directors. The minimum number shall be one (1) director (See 13-A M.R.S.A. 703(1)(A)) and the maximum number shall be seven (7) directors. Exhibit 3.12 BYLAWS OF SUNDAY RIVER TRANSPORTATION, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.13 VERMONT SECRETARY OF STATE Location: 81 River Street Mall; 109 State Street Montpelier, VT 05609-1104 (802) 828- 2386 ARTICLES OF INCORPORATION Corporate name: Sugarbush Resort Holdings, Inc. Name of registered agent: Jay Kenlan A registered agent is an individual or a domestic or foreign corporation, profit or non-profit, whose business office is identical to the address of the registered office. The registered office must be located in Vermont. a registered agent receives various kinds of legal notices, including service of process for the corporation. A corporation cannot act as its own registered agent. Address of registered office: 71 Allen Street, Rutland, VT 05702 Operating year: 7/31 DEC. 31st will be designated as your fiscal year end unless you provide a different date. Every corporation has perpetual duration, unless otherwise stated Please check the box that applies for your corporation: / / General corporation (T.11A) / / Professional Corporation (T.11, Ch. 3) / / Close corporation (T.11A, Ch. 20) Number of shares the corporation is authorized to issue: 10,000 shares Classes of shares, if any, & number of shares authorized to issue, in each class: One class - Common Stock One or more classes of shares that together have unlimited voting rights: Common Stock will have unlimited voting rights. One or more classes of shares (which may be the same class with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. Common stock entitled to receive the net assets of the corporation upon dissolution. The provisions of title 11A, other than those set forth in Chapter 20, shall apply to close corporations in the absence of a contrary or inconsistent provision in Chapter 20. A corporation whose status as a close corporation terminates shall immediately become subject to the obligations and rights of a general corporation. In addition to the other information required herein, a close corporation must include the following information in its articles: "this corporation is a close corporation"; that all the corporation's issued and outstanding stock of all classes shall be held by not more than a specified number of persons, not exceeding 35; that each certificate for shares shall conspicuously note the fact that the corporation is a close corporation; provisions, if any, setting forth restrictions on shares transfer; whether dissolution occurs upon the occurrence of a specified event or contingency; whether are limited or whether the corporation will be managed without a board of directors; provide that there shall be no offering of any shares for "public offering"; and that all issued and outstanding shares of all classes be represented by certificates. N/A ANNUAL REPORT: EACH CORPORATION UNDER THIS TITLE IS REQUIRED TO FILE AN ANNUAL REPORT WITHIN 2-1/2 MONTHS OF THE CLOSE OF ITS FISCAL YEAR END. FAILURE TO FILE THIS REPORT WILL RESULT IN TERMINATION OF THE CORPORATION'S CHARTER. CONTACT THE SECRETARY OF STATE FOR THE ANNUAL REPORT FORM. Corporations engaging in businesses that are subject to regulation by certain State agencies may incorporate only if permitted by, and subject to all limitations of the statutes which control these businesses. These corporations include banks, savings and loan associations, credit unions, and other financial institutions regulated under Title 8; (2) insurance companies regulated under Title 8; (3) public service utilities regulated under title 30; (4) railroad companies regulated under Title 19; and (5) professional corporations regulated under chapter 3 of Title 11. State the purpose here. Operation of ski resort and ancillary services related to ski resort operations. Any other business that a general business corporation may legally do within or outside of the State of Vermont. PROFESSIONAL CORPORATIONS: (11 VSA, Chapter 3) Professional corporations must provide the following additional information: the name, address, license number and expiration date of license for each incorporating officer, director and shareholder. (A certificate from the proper regulating board must be attached.) Name, title, license #, expiration date, address DIRECTORS: Names and addresses of the individuals who will serve as the initial board of directors: Leslie B. Otten, One Timberline Drive, Newry, ME 04261 Having named fewer than three directors I hereby state that the number of shareholders does not exceed the number of directors. One or more natural persons of majority age (18) may act as incorporator by signing below. Signature of incorporator /s/ Leslie B. Otten Leslie B. Otten Address: One Timberline Drive, Newry, ME 04261 $75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION. THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE. UNLESS A DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE DATE IT IS APPROVED. ARTICLES OF INCORPORATION OFFICE OF SECRETARY OF STATE FILED September 21, 1994 /s/ Donald M. Hooper Fee of $75.00 has been paid Exhibit 3.14 BYLAWS OF SUGARBUSH RESORT HOLDINGS, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.15 VERMONT SECRETARY OF STATE Location: 81 River Street Mall; 109 State Street Montpelier, VT 05609-1104 (802) 828- 2386 ARTICLES OF INCORPORATION Corporate name: Sugarbush Leasing Company Name of registered agent: Jay Kenlan A registered agent is an individual or a domestic or foreign corporation, profit or non-profit, whose business office is identical to the address of the registered office. The registered office must be located in Vermont. A registered agent receives various kinds of legal notices, including service of process for the corporation. A corporation cannot act as its own registered agent. Address of registered office: 71 Allen Street, Rutland, VT 05705 Operating year: 7/31 DEC. 31st will be designated as your fiscal year end unless you provide a different date. Every corporation has perpetual duration, unless otherwise stated Please check the box that applies for your corporation: /x / General corporation (T.11A) / / Professional Corporation (T.11, Ch. 3) / / Close corporation (T.11A, Ch. 20) Number of shares the corporation is authorized to issue: 10,000 shares Classes of shares, if any, & number of shares authorized to issue, in each class: One class - Common Stock One or more classes of shares that together have unlimited voting rights: Common Stock will have unlimited voting rights. One or more classes of shares (which may be the same class with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. Common stock entitled to receive the net assets of the corporation upon dissolution. The provisions of title 11A, other than those set forth in Chapter 20, shall apply to close corporations in the absence of a contrary or inconsistent provision in Chapter 20. A corporation whose status as a close corporation terminates shall immediately become subject to the obligations and rights of a general corporation. In addition to the other information required herein, a close corporation must include the following information in its articles: "this corporation, is a close corporation"; that all the corporation's issued and outstanding stock of all classes shall be held by not more than a specified number of persons, not exceeding 35; that each certificate for shares shall conspicuously note the fact that the corporation is a close corporation provisions, if any, setting forth restrictions on shares transfer; whether dissolution occurs upon the occurrence of a specified event or contingency; whether are limited or whether the corporation will be managed without a board of directors; provide that there shall be no offering of any shares for "public offering"; and that all issued and outstanding shares of all classes be represented by certificates. N/A ANNUAL REPORT: EACH CORPORATION UNDER THIS TITLE IS REQUIRED TO FILE AN ANNUAL REPORT WITHIN 2-1/2 MONTHS OF THE CLOSE OF ITS FISCAL YEAR END. FAILURE TO FILE THIS REPORT WILL RESULT IN TERMINATION OF THE CORPORATION'S CHARTER. CONTACT THE SECRETARY OF STATE FOR THE ANNUAL REPORT FORM. Corporations engaging in businesses that are subject to regulation by certain State agencies may incorporate only if permitted by, and subject to all limitations of the statutes which control these businesses. These corporations include banks, savings and loan associations, credit unions, and other financial institutions regulated under Title 8; (2) insurance companies regulated under Title 8; (3) public service utilities regulated under title 30; (4) railroad companies regulated under Title 19; and (5) professional corporations regulated under chapter 3 of Title 11. State the purpose here. Lease equipment and services to operating companies. Any other business that a general business corporation may legally do within or outside of the State of Vermont. PROFESSIONAL CORPORATIONS: (11 VSA, Chapter 3) Professional corporations must provide the following additional information: the name, address, license number and expiration date of license for each incorporating officer, director and shareholder. (A certificate from the proper regulating board must be attached.) Name, title, license #, expiration date, address DIRECTORS: Names and addresses of the individuals who will serve as the initial board of directors: Leslie B. Otten, One Timberline Drive, Newry, ME 04261 Having named fewer than three directors I hereby state that the number of shareholders does not exceed the number of directors. One or more natural persons of majority age (18) may act as incorporator by signing below. Signature of incorporator /s/ Leslie B. Otten Leslie B. Otten Address: One Timberline Drive, Newry, ME 04261 $75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION. THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE. UNLESS A DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE DATE IT IS APPROVED. ARTICLES OF INCORPORATION OFFICE OF SECRETARY OF STATE FILED September 20, 1994 /s/ Donald M. Hooper Fee of $75.00 has been paid Exhibit 3.16 BYLAWS OF SUGARBUSH LEASING COMPANY Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.17 VERMONT SECRETARY OF STATE Location: 81 River Street Mall; 109 State Street Montpelier, VT 05609-1104 (802) 828- 2386 ARTICLES OF INCORPORATION Corporate name: Sugarbush Restaurants, Inc. Name of registered agent: Allen Wilson A registered agent is an individual or a domestic or foreign corporation, profit or non-profit, whose business office is identical to the address of the registered office. The registered office must be located in Vermont. A registered agent receives various kinds of legal notices, including service of process for the corporation. A corporation cannot act as its own registered agent. Address of registered office: Sugarbush Access Road, RR1, Box 350, Warren, VT 05674 Operating year: 7/31 DEC. 31st will be designated as your fiscal year end unless you provide a different date. Every corporation has perpetual duration, unless otherwise stated Please check the box that applies for your corporation: /x / General corporation (T.11A) / / Professional Corporation (T.11, Ch. 3) / / Close corporation (T.11A, Ch. 20) Number of shares the corporation is authorized to issue: 1,000 shares Classes of shares, if any, & number of shares authorized to issue, in each class: One class - Common Stock One or more classes of shares that together have unlimited voting rights: Common Stock will have unlimited voting rights. One or more classes of shares (which may be the same class with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. Common stock entitled to receive the net assets of the corporation upon dissolution. Corporations engaging in businesses that are subject to regulation by certain State agencies may incorporate only if permitted by, and subject to all limitations of the statutes which control these businesses. These corporations include banks, savings and loan associations, credit unions, and other financial institutions regulated under Title 8; (2) insurance companies regulated under Title 8; (3) public service utilities regulated under title 30; (4) railroad companies regulated under Title 19; and (5) professional corporations regulated under chapter 3 of Title 11. State the purpose here. Restaurant and lounge operations taverns, bars, or similar or related businesses, catering and food service, entertainment, conference and meetings business, and the development, ownership, management, sale, lease or rental of real and personal property in connection the with to carry out any business whatsoever which this corporation may deem proper or convenient in connection with the foregoing provision, or which may be calculated, directly or indirectly, to promote the interests of this corporation to enhance the value of its property or business. To do all things incident or necessary to the carrying on of such business not repugnant to these Articles or the laws of the State of Vermont, and any other state in which the corporation is qualified to do business. To effect and exercise all of the purposes, powers, rights and other matters granted to corporations by the laws of the State of Vermont now in existence or as hereafter amended. PROFESSIONAL CORPORATIONS: (11 VSA, Chapter 3) Professional corporations must provide the following additional information: the name, address, license number and expiration date of license for each incorporating officer, director and shareholder. (A certificate from the proper regulating board must be attached.) Name, title, license #, expiration date, address DIRECTORS: Names and addresses of the individuals who will serve as the initial board of directors: Leslie B. Otten, One Timberline Drive, Newry, ME 04261 Allen Wilson, RR #1, Box 4348, Bittersweet Lane, Rutland, VT 05701 Roger Amidon, Snowcreek Condominiums, #76, Warren, VT 05674 Having named fewer than three directors I hereby state that the number of shareholders does not exceed the number of directors. One or more natural persons of majority age (18) may act as incorporator by signing below. Signature of incorporator /s/ Leslie B. Otten Leslie B. Otten Address: One Timberline Drive, Newry, ME 04261 $75.00 FILING FEE MUST BE ATTACHED TO THIS APPLICATION. THE ARTICLES MUST BE TYPEWRITTEN OR PRINTED AND FILED IN DUPLICATE. UNLESS A DELAYED EFFECTIVE DATE IS SPECIFIED, THE DOCUMENT IS EFFECTIVE ON THE DATE IT IS APPROVED. ARTICLES OF INCORPORATION OFFICE OF SECRETARY OF STATE FILED Oct. 27, 1994 /s/ Donald M. Hooper Fee of $75.00 has been paid Exhibit 3.18 BYLAWS OF SUGARBUSH RESTAURANTS, INC 1 OFFICES 1.1 Principal Office. The principal office of the Corporation shall be located at the Sugarbush Ski Area in Warren, Vermont. The Corporation may have such other offices, either within or without the State of Vermont, as the Board of Directors may designate or as the business of the Corporation may require from time to time. 1.2 Registered Office. The registered office of the Corporation required to be maintained in the State of Vermont may be, but need not be, identical with the principal office in the State of Vermont, and the address of the registered office may be changed from time to time by the Board of Directors. 2 SHAREHOLDERS 2.1 Annual Meeting. The annual meeting of the Shareholders shall be held on the fourth Friday in the month of January in each year, at the hour of 10.00 A.M., or at such other time and date as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Vermont, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be scheduled. 2.2 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than 10% of all outstanding shares of the Corporation entitled to vote at the meeting. 2.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Vermont as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Vermont. 2.4 Notice Of Meeting. Notice of the annual meeting of Shareholders shall be provided in accordance with llA V.S.A. 7.05(a). In case of a special meeting, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 2.5 Voting of Shares. Subject to the provisions of Section 2.11 of this Article II, outstanding shares of the Corporation entitled to vote shall be entitled to one vote for each share upon each matter submitted to a vote at a meeting of Shareholders. Nothing herein shall be construed to prevent the establishment and use of voting trusts, and/or the use of proxies for the voting of shares. 2.6 Proxies. Every person entitled to vote shall have the right to do so either in person or by a proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 2.7 Multiple Owners of Shares. 2.7.1 For purposes of these Bylaws, the term "Shareholder" shall mean the record owner or owners of one or more Shares of stock of the Corporation as of close of the Corporation's accounting year or, in the event of a vote of the shares, the date of the meeting at which the vote is taken. 2.7.2 If one or more shares are held in the name of tenants by the entireties, joint tenants with right of survivorship, tenants in common, partnership, trust or other entity or combination of entities (collectively, the Ownership Entity), such Ownership Entity shall be a single "Shareholder" for purposes of these Bylaws, including, without limitation, the required number of directors of the Corporation and/or voting on any matters requiring a vote of the Shareholders. 2.7.3 At any meeting at which shares owned by an Ownership Entity are voted, the Secretary may, in the absence of any written notice to the contrary, rely upon the apparent authority of the person voting the shares of the Ownership Entity, or the Secretary may, at his or her discretion, require evidence of the authority of the person voting the shares of the Ownership Entity including, without limitation, such evidence of authority as is provided for in Section 2.8 of these Bylaws. 2.8 Voting Of Shares By Certain Holders. 2.8.1 Shares held jointly in the name of a husband and wife are treated as owned by one Shareholder and may be voted by either spouse. 2.8.2 Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. 2.8.3 Shares outstanding in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in the appropriate order of the Court by which such receiver was appointed. 2.8.4 A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. 2.8.5 Treasury shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 2.9 Unanimous Consent By Shareholders. Any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof. 2.10 Cumulative Voting. At each election for Directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for those whose election he has a right to vote, or to cumulate his or her or her votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principal among any number of such candidates. 2.11 Restriction on Transfer of Shares. Each Stock certificate shall bear the following legend legibly and conspicuously on its face. "The transfer of this stock is subject to the terms and conditions of the Bylaws of the Corporation." 3 BOARD OF DIRECTORS 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the shareholders. 3.2 Number. Tenure And Qualifications. The number of Directors of the Corporation shall be the same as the number of Shareholders (Shares held jointly in the name of multiple owners shall be deemed to be held by a single Shareholder for purposes of this paragraph). The Shareholders may, by vote of a majority of the Shares issued and outstanding as of the date of such a vote at a meeting called for such purpose, increase the number of directors to not more than five directors. Each Director shall hold office until the next annual meeting of Shareholders or until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Vermont or Shareholders of the Corporation. Each Shareholder (or the estate of a deceased Shareholder) shall have the right to designate, in writing, a candidate for Director; in instances where Shares of Stock are held in the name of two or more persons, the persons holding the Shares of Stock shall have the right to, by written notice to the Secretary, designate a Director candidate. In the event no such candidate is designated prior to a meeting at which Directors are to be elected, a majority of the Shareholders shall designate the candidate. 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Vermont, for the holding of additional regular meetings without other notice than such resolution. 3.4 Special Meetings. 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 of Directors may fix any reasonably convenient place, either within or without the State of Vermont, as the place for holding any special meeting of the Board of Directors called by them. 3.5 Notice. Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.6 Quorum. A majority of the number of Directors designated in accordance with Paragraph 3.2 above shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by statute, the Articles of Incorporation, or these Bylaws. 3 . 8 Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting 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 and filed with the minutes of the meetings of the Board of Directors. 3.9 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, provided that the provisions of Section 3.2 above shall apply to the selection of candidates to fill any vacancies on the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders. 3.10 Compensation. By resolution of the Board of Directors, each Director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. 3.11 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or recusal shall be entered into the minutes of the meeting or unless he shall file his or her written dissent or recusal to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or recusal by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 3.12 Removal of Directors. The shareholders may remove one or more directors with or without cause in accordance with llA V.S.A. 8.08(a). 3.13 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them pursuant to llA V.S.A. 8.25(a). Each committee must have two or more members, who serve at the pleasure of the Board of Directors. 4 OFFICERS 4.1 Officers. The officers of the Corporation shall be a President and Secretary, and may include one or more Vice Presidents and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. 4.2 Election And Term Of Office. - The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. 4.3 Removal. All officers and agents serve at the pleasure of the Board of Directors and may be removed at any time by the Board of Directors, with or without cause, pursuant to 1 l A V. S. A.8.43(b). Such removal from office, however effected, shall be without prejudice to the contract rights, if any, of the person so removed. In accordance with llA V.S.A. 8.44(a), election or appointment of an officer or agent shall not of itself create contract rights. 4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. 4.5 Approval of Major Decisions. Any decision or vote of the Directors notwithstanding, no decisions of the Directors on any of the following matters shall be final and binding upon the Corporation except upon prior written approval by the Chief Executive Officer of the Corporation. 4.5.1 Issuance, sale, purchase or acquisition of any capital stock, bonds, debentures or warrants of the Corporation, or the approval of additional authorized shares or classes of stock of the Corporation. 4.5.2 Approval of, or material deviation from, the annual budget for the Corporation. 4.5.3 Sale, pledge or mortgage of all or substantially all of the assets of the Corporation. 4.5.4 Acquisition by the Corporation of any real or personal property (by purchase, lease or otherwise) of a value equal to or greater than $50,000.00 in any single transaction or series of related transactions. 4.5.5 Borrowing or assumption of indebtedness by the Corporation in an amount greater than $10,000.00 in any single transaction or series of related transactions. 4.5.6 Employment of any person for a period of more than one year. 4.5.7 Settlement or compromise of any claim by or against the Corporation that materially affects or impairs the operation of the Corporation or is in the aggregate amount equal to or greater than $25,000.00 arising out of any single transaction or any series of related transactions unless such settlement is entirely funded from the proceeds of insurance. No Major Decision shall be binding upon the Corporation unless approved, in advance, by the Chief Executive Officer and evidenced by a certificate of the Secretary setting forth the approval of the Major Decision which certificate shall be affirmed by the Chief Executive Officer. 4.6 Chief Executive Officer. The Chief Executive Officer of the Corporation shall be solely responsible for approving and shall, pursuant to these Bylaws have the authority to approve, all Major Decisions of the Corporation, as provided in Paragraph 4.5 above, and shall supervise and control all of the business and affairs of the Corporation with respect to such Major Decisions. The Chief Executive Officer shall preside at all meetings of the Directors and Shareholders of the Corporation. 4.7 President. The President shall be the chief operating officer of the Corporation and shall, in general, supervise and control the business and affairs of the Corporation, except those business affairs reserved in these Bylaws to the Chief Executive Officer, or delegated by the Directors or these Bylaws to another officer of or agent for the Corporation. The President shall sign, with the Secretary, certificates for shares of the Corporation, and shall, except as otherwise provided in these Bylaws or in the resolutions of the Directors, or as may be required by law to be otherwise signed or executed, be the duly authorized agent of the Corporation to execute, in the name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed; 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. 4.8 The Vice-President. In the absence of the President or in the event of his or her or her death, 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 at the time of their election; 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 may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 4.9 The Secretary. The Secretary shall. (a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) 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 in the execution of which, on behalf of the Corporation, under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder and Director that shall be furnished to the Secretary by such Shareholder or Director; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (fl have general charge of the stock transfer books of the Corporation and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 4.10 The Treasurer. The Treasurer shall. (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of 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. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. 4.11 Assistant Secretaries And Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned by them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. 4.12 Salaries. The salaries of the officers shall, at the discretion of the Directors, be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Unless and until a salary or other compensation is established by resolution of the Directors, no officer shall be entitled to receive a salary or other compensation from the Corporation. 4.13 At-will Employment. Unless otherwise agreed in writing by the Directors and ratified by the Shareholders in accordance with Paragraph 2.11 of these Bylaws, every officer and employee of the corporation shall be an "at-will" employee, and their employment shall be subject to termination by a majority vote of the Directors. No officer or employee of the Corporation shall be entitled to such employment by virtue of their ownership of any Stock in the Corporation. 5 CONTRACTS. LOANS CHECKS AND DEPOSITS 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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 loans. 5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by these Bylaws or by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 5.3 Checks Drafts! Etc. 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 officer or 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. 5.4 Deposits. All funds of the Corporation not otherwise employed 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. 6 CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 Certificates For Shares. Each shareholder, upon payment in full for his or her shares, shall be entitled to a certificate certifying the number of shares owned by him or her in the Corporation. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. 6.2 Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 6.3 Transfer Of Shares. Transfer of shares of the Corporation shall be made on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law; provided that whenever any transfer of shares is made for collateral security and not absolutely, such fact shall be so expressed in the entry of transfer if so requested by a written notice to the Secretary which has been executed by both the transferor and the transferee. 7 RESTRICTION ON TRANSFER. Any contrary provision of these Bylaws notwithstanding, no Shareholder may sell, assign, pledge or otherwise transfer or encumber such Shares except as follows. 7.1 Transfer. No Shareholder shall sell, transfer, assign, syndicate, pledge or otherwise dispose of or encumber (voluntarily, involuntarily, by operation of law or otherwise) his or her or her shares, except as expressly provided herein. No action in contravention of this Article shall be effective to transfer or reassign the Shares of a Shareholder. 7.2 Cross Purchase Agreement. A Shareholder may, at any time, elect to sell his or her or her Shares, or purchase the Shares of other Shareholders upon the following terms and conditions. 7.2.1 It is the purpose of this section of the Bylaws to set forth the procedure whereby the Shares of the Corporation may be purchased and/or sold among the Shareholders. 7.2.1.1 For purposes of this Section, the term "Notifying Shareholder" shall mean the Shareholder who initiates the process of the acquisition or sale of Shares by giving notice, as hereinafter set forth. 7.2.1.2 The term "Receiving Shareholder(s)" shall mean the Shareholder or Shareholders from whom the Notifying Shareholder desires to acquire Shares of the Corporation. 7.2.1.3 The term "Remaining Shareholder(s)" shall mean the Shareholder or Shareholders of record of the Corporation, including the Receiving Shareholder but excluding the Notifying Shareholder. 7.2.1.4 The term "Notice of Intent to Purchase" shall mean the written notice sent by the Notifying Shareholder to the Remaining Shareholder(s), including the Receiving Shareholder(s), notifying them of the intent of the Notifying Shareholder to purchase the interest of the Receiving Shareholder(s). 7.2.2 Purchase or Sale of All Shares. In order to exercise the right to purchase set forth in this Section, unless otherwise agreed between and among the Shareholders, the right to purchase and the obligation to sell Shares to the Corporation under this Section may be exercised only as to all of the Shares of the Notifying and Receiving Shareholders. In other words, if the Notifying Shareholder owns 80% of the stock of the Corporation and the Receiving Shareholder owns 20 % of the stock of the Corporation, the Notice to Purchase shall reflect the per-share price for all of the Shares owned by the Receiving Shareholder. If the Receiving Shareholder elects to purchase the Shares of the Notifying Shareholder, the Receiving Shareholder shall purchase all of the Shares of the Notifying Shareholder for the per-share price set forth in the Notice. 7.2.3 Notice of Intent to Purchase. The Notifying Shareholder electing to purchase the Shares of a Receiving Shareholder(s) shall send Notice of Intent to Purchase to all of the Remaining Shareholders, setting forth the price and terms upon which the Shares of the Receiving Shareholder(s) are proposed to be purchased. 7.2.4 Response to Notice. The Remaining Shareholders, or any of them, shall have a period of sixty (60) days from date of receipt of such notice to elect to purchase the Shares of the Notifying Shareholder upon the same terms and conditions, and at the same price contained in the Notice of Intent to Purchase. If the Remaining Shareholders, or any of them, so elect, they shall give written notice of such election to the Notifying Shareholder, and shall have the greater of thirty (30) days following the date of such notice or the closing date established by the Notifying Shareholder to tender the Notifying Shareholder the purchase price, or other consideration set forth in the Notice of Intent to Purchase; the Remaining Shareholders who elect to purchase, may, at their option, finance the purchase with a note to the Notifying Shareholder, payable, with interest, at the New York prime rate, with payments of interest only quarterly and a final payment of principal and interest one year following the date of closing secured by a pledge of the Notifying Shareholder's stock. Unless otherwise expressly provided herein, each of the Remaining Shareholders shall have the right to purchase, pro-rata, the Shares of the Notifying Shareholders, the purchase based upon the number of Shares owned by each Remaining Shareholder who elects to purchase the Shares of the Notifying Shareholder, as of the date of notice. 7.2.5 Failure of Remaining Shareholders to Purchase. If the Remaining Shareholders fail or are unable to purchase the Shares of the Notifying Shareholder as aforesaid, the Notifying Shareholder shall have a period of thirty (30) days following the date of expiration of the aforesaid election period (or written notice from the Remaining Shareholders that none of them intends to purchase, whichever occurs sooner), to tender to the Receiving Shareholder(s) the consideration set forth in the Notice of Intent to Pur chase. 7.2.6 Tender of Purchase Price. The Shareholder or Shareholders from whom the Shares are to be purchased in accordance with the foregoing provisions shall, upon tender of the consideration set forth in the Notice of Intent to Purchase, endorse, execute and deliver to the purchasing Shareholder or Shareholders all stock certificates and/or documents reasonably required to transfer the Shares of the selling Shareholder to the purchasing Shareholder or Shareholders, and also shall submit written resignations as an officer and/or director of the Corporation and a general release of the Corporation from all obligations to the selling Shareholder, except those obligations, if any contained in the consideration for the purchase of the Shares. 7.2.7 Failure by Notifying Shareholder to Purchase. In the event, after delivering a Notice of Intent to Purchase to the Receiving Shareholder, the Notifying Shareholder shall fail or be unable to purchase the Shares of the Receiving Shareholder, the Notifying Shareholder shall reimburse the Receiving Shareholder for any and all costs or expenses, including attorney's fees, incurred by the Receiving Shareholder in connection with any efforts by the Receiving Shareholders to arrange to purchase the Shares of the Notifying Shareholder. 7.2.8 Satisfaction of Pledges/Guarantees. As a condition precedent to any sale or purchase of any Stock pursuant to the provisions of this Section 7.2, the purchasing an/or Remaining Shareholders shall cause the selling Shareholder to be released from all guarantees and/or other obligations undertaken by the selling Shareholder on behalf of the Corporation, and shall cause all collateral pledged by such selling Shareholder on account of such obligations to be released. All pledges shall be subject to this Paragraph 7.2.8. A pledge shall be released provided that the pledge shall be applied to the proceeds of the sale of the Shares. A release shall be delivered by the purchasing and/or Remaining Shareholders not later than the date upon which the selling Shareholder is obligated to sell and transfer his or her Shares to the purchasing and/or Remaining Shareholders. In the event the purchasing and/or Remaining Shareholders fail or are unable to cause the release of the selling Shareholder from such guarantees, liabilities and/or pledge of collateral, all acts undertaken by the purchasing and/or Remaining Shareholders in connection with this Subsection 7.2.8 shall be null and void. 7.3 Right of First Refusal. In the event a Shareholder enters into a bona fide, arms' length agreement to sell his or her or her Shares in the Corporation to any third party, such Shareholder (the Notifying Shareholder) shall give Notice of Intent to Sell to the Corporation and the Remaining Shareholders, in writing, of the terms and conditions under which the sale to such third party is to occur; such Notice shall include a copy of the Contract of Sale between the Notifying Shareholder and the third party, and shall certify that the sale is a bona fide, arm's length transaction between the Notifying Shareholder and such third party. 7.3.1 Right to Purchase. The Corporation and/or the Remaining Shareholders shall have the right to purchase the Shares of the Notifying Shareholder in accordance with the terms of the Notice and the Contract of Sale, giving written notice of such election to the Notifying Shareholder not later than thirty (30) days following receipt of the Notice. 7.3.1.1 If the Corporation and/or the Remaining Shareholders elect to purchase the interest of the Notifying Shareholder, in accordance with the terms and conditions, including the time for performance, as set forth in the Notice, acquisition of the Shares shall be in accordance with such terms and conditions. 7.3.1.2 If the Corporation or the Remaining Shareholders give notice of intent to purchase from the Notifying Shareholders and, notwithstanding such notice, fail to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Remaining Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.2 Failure to Purchase. In the event the Corporation and/or the Remaining Shareholders fail to give Notice of intent to purchase, as aforesaid, the Notifying Shareholder may forthwith sell and convey his or her Shares to such third party upon the terms and conditions set forth in the third party contract; the Corporation and the Remaining Shareholders shall execute any and all documents reasonably required to facilitate the sale. In the event of any material change in the terms and conditions or such third party contract prior to the sale and conveyance, the right of first refusal of the Corporation and the Remaining Shareholders shall apply to the revised contract. 7.3.3 Default of Agreement. If the Receiving Shareholder gives Notice of Intent to purchase and, notwithstanding such notice, fails to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Receiving Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.4 Subsequent Sales. The foregoing right of first refusal shall apply to any initial sale or any subsequent resale of Shares by any Shareholder. 7.3.s Right to Purchase: Priorities. Where, as specified in this subsection, the right to purchase shares is granted to the "Corporation and/or the Shareholders", such right to purchase shall be exercised in the following order of priority. (a) First, if the Corporation gives notice of its election to purchase, the Corporation may, except as provided in Subparagraph 7.3.6 below, purchase any or all of the shares; (b) Second, if all of the Remaining Shareholders give notice of their election to purchase, all of the Shareholders may purchase such shares not purchased by the Corporation pro rata, based upon the numbers of shares held prior to the purchase; (c) Third, any remaining unpurchased shares may be purchased by any of the Shareholders desiring to purchase such shares, pro rata, based upon the numbers of shares held by the Shareholders desiring to purchase. 7.3.6 Obligation to Purchase All Shares. In the event the Corporation and/or the Remaining Shareholders elect to exercise their right to purchase the shares of the Notifying Shareholder, they must, unless otherwise agreed by the Notifying shareholder, purchase all of the shares offered for sale by the Notifying Shareholder. In the event the Corporation and/or the Remaining Shareholders fail or are unable to purchase all of such shares, they shall be deemed to have waived their right of first refusal with respect to such sale of shares. 7.4 Death or Incapacity. In the event of the death or the incapacity of a Shareholder so that such Shareholder is unable to participate in the management of the Corporation, his or her or her Shares shall vest in his or her or her Guardian or legal representatives, as the case may be, in which event his or her or her Shares shall, except as hereinafter provided, continue to be subject to purchase by the Remaining Shareholders at a value established in accordance with Paragraph 7.6 of these Bylaws. In the event of the death of a Shareholder, whose Share are not acquired by the Corporation and/or any or all of the Remaining Shareholders, the Corporation may purchase said Shares on the same terms and conditions. If the proceeds of insurance, as from time to time may be maintained by the Corporation to purchase the stock of a deceased Shareholder, are insufficient to pay the purchase price of the Shares of the deceased Shareholder, or if such deceased Shareholder was uninsurable for all or part of the value of his or her share, any amounts owed to the estate of the deceased Shareholder by the Corporation may be paid to such estate in quarterly installments over a term of three (3) years from the date the value of such deceased Shareholder is established, with interest accruing from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal Money Rates, in effect as of the date of death of such Shareholder. 7.5 Bankruptcy of a Shareholder. In the event bankruptcy shall have occurred as to a Shareholder, the Corporation may, at its sole election, purchase the Shares of such Shareholder in quarterly installments over a term of three (3) years from the date the value of the Shares in such bankruptcy is established, with interest from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal money rates, in effect as of the date of bankruptcy of such Shareholder, unless within sixty (60) days from the date of valuation, the trustee in bankruptcy or receiver elects to purchase the Shares of the Remaining Shareholders, or sell the Shares of the bankrupt Shareholder to a third party in accordance with the foregoing terms. 7.6 Valuation in the Event of Death/Incapacity/Bankruptcy. For purposes of valuation under Paragraphs 7.4 and 7.5 above, the value of the Shares to be acquired by Corporation and/or the Purchasing Shareholder or Shareholders shall be as agreed upon between the parties, provided that if the parties cannot agree, the value of the Shares shall he determined by Arbitration in accordance with Paragraph 14 of these Bylaws. The Arbitrator shall establish the fair market value of the assets of the Coloration, determine the liabilities of the Corporation, and determine the value of the individual Shares. The amount determined to be due each Selling Shareholder shall be paid to such Selling Shareholder in cash or equivalent, not later than sixty 60) days following the date of Notice of Sale. 7.7 Defective Transfer Of Shares. Except in the event of the adoption of a Stock Purchase Agreement or any similar agreement between the Corporation and/or its Shareholders, no Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation except in accordance with these Bylaws. 7.7.1 Any attempt or effort to transfer Shares other than in accordance with these Bylaws shall not be legally effective to transfer such Shares, and 7.7.2 The Secretary shall neither record such transfer in the stock transfer records of the Corporation nor issue any new or replacement certificates based upon such wrongful transfer. 7.8 Securities Opinion. No Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation without first providing to the Corporation an opinion of counsel satisfactory to the Corporation, stating that such transfer, alienation, or disposal does not violate any state or federal securities or tax laws, and that such transfer, alienation, or disposal will not have adverse tax effects on the Corporation. 8 FISCAL YEAR. Each fiscal year of the Corporation shall begin on the 1st day of August of each year and end on the 31st day of July of the subsequent year. 9 COMPETITION AND SELF DEALING. 9.1 Independent Ventures. Except as hereinafter provided, or otherwise agreed by the Directors and the Shareholders, in writing, any Shareholder may engage in or possess an interest in other business ventures of any and every nature and description, independently or with others. Neither the Corporation nor any of the other Directors shall have any right by virtue of these Bylaws in and to such independent ventures or to the income, gain or profits derived therefrom, nor shall any Shareholder be obligated to offer to the other Shareholders the opportunity to participate in any independent venture. 9.2 Self-Dealing. The fact that a Shareholder or any affiliate of a Shareholder, as the case may be, is employed by or is directly or indirectly interested in or connected with, any person, firm, or corporation retained by the Corporation to develop, construct, sell and/or manage any project undertaken by the Corporation, or to render or perform a service, or to whom or which the Corporation shall convey any property or lease any space, or from whom or which the Corporation shall acquire any property or lease any space, shall not prohibit the corporation from contracting with or otherwise dealing with him or it, provided any such dealing is on an arm's-length basis and the fees paid for such services are not in excess of fees customarily paid for similar services and the Shareholder discloses such self-dealing to the other Shareholder and such Shareholder at all times recognizes and maintains a relationship of fiduciary duty of disclosure and fair dealing with the Corporation. Neither the corporation nor the Directors as such, shall have any rights by virtue of these Bylaws in or to any income or profits derived from such services. 10 DIVIDENDS. The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding Shares in the manner, and upon the terms and conditions provided by law and its Articles of Incorporation, and in accordance with the reasonable business judgment of the Board of Directors. 11 CORPORATE SEAL. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal". 12 WAIVER OF NOTICE. Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Vermont Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 13 AMENDMENTS. 13.1 Except as hereinafter provided, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the Shareholders at any regular or special meeting. 13.2 Any contrary provision of these Bylaws notwithstanding, the following Articles and Sections may be amended only by a two-thirds vote of all of the Shares of the Corporation issued and outstanding as of the date of the meeting at which such vote is taken. 14 ARBITRATION. To the extent any provision of these Bylaws expressly provides for Arbitration to resolve any dispute arising under such provision, the following rules shall govern the notice and conduct of the Arbitration. 14.1 Arbitration shall only be available with respect to the provisions of these Bylaws that expressly provide for Arbitration. 14.2 Notice of an election to arbitrate (Notice of Arbitration) shall be in writing and shall be given by the Shareholder or Shareholders electing arbitration not later than 10 days following the date of notice of the event or decision for which arbitration is requested. 14.3 The Shareholder or Shareholders receiving Notice of Arbitration shall, within 10 days following receipt of the Notice to Arbitrate, provide to the Shareholder giving the Notice to Arbitrate a list of the names and addresses of 5 business consultants, public accountants, Vermont licensed attorneys who regularly practice business or commercial law, or members of the American Arbitration who specialize in commercial and/or corporate arbitration; the proposed arbitrators shall not have any business or family affiliation with the Corporation or its Shareholders. 14.4 Not later than 10 days following receipt of the list of the proposed arbitrators submitted in accordance with Paragraph 14.3 above, the Shareholder electing arbitration shall designate an Arbitrator from the list of propose arbitrators, and shall notify, in writing, both the other Shareholder or Shareholders and the designated Arbitrator of the designation. 14.5 The designated Arbitrator shall conduct the arbitration expeditiously, and the Shareholders, Directors and Officers of the Corporation shall cooperate fully in the arbitration. The Shareholders, Directors and Officers of the Corporation shall meet with the Arbitrator upon reasonable notice, and shall provide to the Arbitrator such documents and other information as the Arbitrator may reasonably require. 14.6 The Arbitrator shall use his or her or her best efforts to conclude the arbitration within 30 days following the designation as Arbitrator, and shall, upon completion of the arbitration, issue a written decision to the Shareholders. The decision of the Arbitrator shall be final and enforceable in a court of competent jurisdiction. 14.7 The cost of the arbitration, including any fees charged by the Arbitrator, shall be paid in equal shares by the party requesting arbitration and by the Corporation. 14.8 The Shareholders and the Corporation acknowledge and agree that these Bylaws include an Agreement to Arbitrate and, in accordance with Chapter 192 of Title 12 of the Vermont Statutes, the Shareholders acknowledge that, in the event any Shareholder elects to arbitrate any dispute arising under these Bylaws for which Arbitration is provided as a remedy, no Shareholder will be able to bring a lawsuit concerning any such dispute, unless it involves a question of constitutional or civil rights. Instead, the Shareholders agree to submit such disputes to an impartial arbitrator or arbitrators as provided herein. 15 NOTICE. If at any time it shall become necessary for the Shareholders, Officers or Directors of the Corporation to serve any notice, demand or communication upon any other party to these Bylaws, such notice, demand or communication shall be in writing signed by the party serving the same, and either delivered personally or deposited in the registered or certified United States mail, returned receipt requested, postage prepaid. 15.1 If intended for the Corporation and/or its Officers or Directors, such notice shall be addressed to the registered or business office of the Corporation, Attention. Secretary 15.2 If intended for the Shareholders such notice shall be sent to the Shareholders at the address each has given to the Corporation as the address to which notices shall be sent. 15.3 Any party may designate an alternate agent to receive Notices or an alternate address for Notices by giving written Notice thereof to the other party. 15.4 Any notice so mailed shall be deemed to have been given as of the time such Notice is delivered or is deposited in the United States mail. 15.5 Any party who acknowledges receipt of Notice timely given by another party shall be deemed to have received such Notice, notwithstanding that the giving of such was Notice in accordance with the formalities of this Paragraph. 16 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify every director and officer from and against any and all losses, claims and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his or her being or having been a director or officer (including serving as the administrator or fiduciary of any pension or welfare plan of the corporation) to the greatest extent provided by law, except in relation to matters as to which he shall be adjudged finally, in such action, suit or proceeding, to be liable for gross negligence or gross or willful misconduct in breach of his or her duty as such an officer, director, administrator or fiduciary. In the event of settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right to indemnity accruing to any person shall not exclude any other right to which he lawfully may be entitled nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided. In addition, the Corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against him and incurred by him 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 against such liability under the provisions of law. 17 INSPECTION OF RECORDS. 17.1 Corporate Records. A shareholder of the Corporation may inspect and copy, during regular business hours at the corporation's principal office, any of the following records of the Corporation in accordance with llA V.S.A. 16.02(a) if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. 17.1.1 its articles or restated articles of incorporation and all amendments to them currently in effect; 17.1.2 its bylaws or restated bylaws and all amendments to them currently in effect; 17.1.3 resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; 17.1.4 the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting; 17.1.5 all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under llA V.S.A. 16.20; 17.1.6 a list of the names and business addresses of its current directors and officers; 17.1.7 its most recent annual report delivered to the Secretary of State under 1 lA V.S.A. 16.22; 17.2 Financial Records. A shareholder of the Corporation shall have the right to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, the accounting records of the Corporation and the record of shareholders in accordance llA V.S.A. 16.02(b) if the shareholder meets the following requirements of llA V.S.A. 16.02(c); 17.2.1 the shareholder establishes that the shareholder's demand is made in good faith and for a proper purpose; 17.2.2 the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and 17.2.3 the records are directly connected with the shareholder's purpose. 17.3 Confidentiality. Any shareholder that chooses to inspect or copy any of the above-mentioned records shall maintain confidentiality and shall not disclose the content of such records to anyone except his or her financial advisors or other professional counsel. 18 INTERPRETATION OF BYLAWS. In the event of any conflict or ambiguity in these Bylaws, the Board of Directors shall interpret these Bylaws in a manner which best serves the purpose and interests of the Corporation. The foregoing Bylaws were adopted by the Board of Directors of the Corporation and ratified and agreed to by and among the shareholders of the Corporation on October 27, 1994. SUGARBUSH RESTAURANTS, INC. By: Jolan Ippolito, Secretary At Bethel, Maine on this 27th day of October, 1994, the undersigned, being the Chief Executive Officer and sole Director of the Corporation and the Chief Executive Officer of and duly authorized agent of Sugarbush Resort Holdings, Inc., the sole Shareholder of Sugarbush Restaurants, Inc., hereby approves, ratifies and affirms, and agrees that Sugarbush Resort Holdings, Inc. will be bound by, the foregoing Bylaws and actions of the Corporation. Sugarbush Restaurants, Inc. By: Leslie B. Otten, Chief Executive Officer and duly authorized agent Exhibit 3.19 File No. 19952301 0 Pages 2 Fee Paid $105.00 OCN 1951241500019 ART1 Filed 5/02/95 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested By Signature /s/ Gary Cooper Deputy Secretary of State BUSINESS CORPORATION STATE OF MAINE ARTICLES OF INCORPORATION (Check box only if applicable) Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is Cranmore, Inc. and its principal business location in Maine is Newry, Maine SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Theodore H. Kurtz, Market Square, South Paris, Maine 04281 THIRD: ("X" one box only) x A. 1. The number of directors constituting the initial board of directors of the corporation is 1 (See 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS Leslie B. Otten P.O. Box 450, Bethel, Maine 04281 3. The board of directors x is _ is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be 1 director, (See 703.1.A.) and the maximum number, if any, shall be 5 directors. _B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons. The business of the corporation will be managed by the shareholders. (See 701.2.) FOURTH: ("X" one box only) _There shall be only one class of shares (title of class) Common Stock Par value of each share (if none, so state) none Number of shares authorized 3,000 _There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit _ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is none The total number of authorized shares (of all classes) without par value is 3,000 shares FIFTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SIXTH: ("X" if applicable) _There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit __ attached hereto and made a part hereof. INCORPORATORS DATED: May 1, 1995 /s/ Theodore H. Kurtz Theodore H. Kurtz Street: P.O. Box 40 Paris, Maine 04271 For Corporate Incorporators* Name of Corporate Incorporator By: (signature of officer) (type or print name and capacity) (principal business location) Street (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 Exhibit 3.20 BYLAWS OF CRANMORE, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.21 CERTIFICATE OF INCORPORATION OF S-K-I Ltd. ARTICLE I NAME The name of the corporation (hereinafter called the "Corporation") is S-K-I Ltd. ARTICLE II ADDRESS The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company. ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV AUTHORIZED STOCK The total number of shares of stock which the Corporation shall have authority to issue is 5,000,000 shares of Common Stock having a par value of $.10 per share (hereinafter called the "Common Stock"). ARTICLE V BUSINESS COMBINATIONS Section 1. Vote required for certain Business Combinations. In addition to any other affirmative vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section 2 of this Article V, a Business Combination (as hereinafter defined) shall require for its approval or authorization the affirmative vote of the holders of at least 80% of the voting power of the shares of Voting Stock (as hereinafter defined) entitled to vote thereon, voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise. Section 2. When higher vote is not required. The provisions of Section 1 of this Article V shall not be applicable to any particular Business Combination, and such Business Combination shall require for its approval or authorization only such affirmative vote, if any, as is required by law or by any other provisions of this Certificate of Incorporation or the Bylaws of the Corporation, if all of the conditions specified in either of the following paragraphs A and B are met: A. Such Business Combination shall have been approved at any time by at least two-thirds of the Continuing Directors (as hereinafter defined). B. All of the following conditions shall have been met: 1. The aggregate amount of cash and the Fair Market Value (as hereinafter defined) upon the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest amount determined under (a), (b), (c), (d), and (e) of this Paragraph B.1: (a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of any Interested Stockholder (as hereinafter defined) for any share of Common Stock in connection with the acquisition by such Interested Stockholder of beneficial ownership of shares of Common Stock (i) within the two-year period immediately prior to the time of the first public announcement of the proposed Business Combination or, if no public announcement is made, the adoption by the Board of Directors of a resolution authorizing or implementing the proposed Business Combination (such time being hereinafter called the "Announcement Time"), or (ii) in the transaction or series of transactions in which such Interested Stockholder became a Significant Stockholder, whichever is higher; (b) the highest Fair market Value per share of Common Stock existing at any time between the time at which such Interested Stockholder became a Significant Stockholder (the "Determination Time") and the Announcement Time, regardless of which Times shall first occur and both Times inclusive; (c) the amount per share equal to the fair Market Value per share of Common Stock determined pursuant to the immediately preceding clause (b) multiplied by the fraction whose numerator equals the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of such Interested Stockholder for any share of Common Stock in connection with the acquisition by such Interested Stockholder of beneficial ownership of shares of Common Stock within the two-year period immediately prior to the Announcement Time and whose denominator equals the Fair Market per share of Common Stock on the first day in such two-year period on which such Interested Stockholder acquired beneficial ownership of Common Stock; (d) the Corporation's net income per share of Common Stock for the four full consecutive fiscal quarters immediately preceding the Announcement Time, multiplied by the higher of the price/earnings multiple as of the Announcement Time with respect to common stock of such Interested Stockholder (if any) and the highest price/earnings multiple with respect to Common Stock within the two-year period immediately preceding the Announcement Time (such price/earnings multiples being determined as customarily computed and reported in the financial community); and (e) the highest book value per share of Common Stock as of the end of any fiscal quarter of the Corporation between the Announcement Time and the Determination Time, regardless of which Time shall first occur and both Times inclusive, as reflected in the Corporation's applicable quarterly or annual report filed with the Securities and Exchange Commission (or any successor thereto) pursuant to the requirements of the Securities and Exchange Act of 1934 or any subsequent provisions replacing such Act (the "Exchange Act") and the rules and regulations thereunder. 2. The aggregate amount of cash and the Fair Market Value as of the date of the consummation of such Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock (as hereinafter defined) other than Common Stock shall be at least equal to the highest amount determined under (a), (b), (c) and (d) of this Paragraph B.2: (a) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of any Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by such Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock (i) within the two-year period immediately prior to the Announcement Time or (ii) in the transaction or series of transactions in which such Interested Stockholder became a Significant Stockholder, whichever is higher; (b) the highest Fair Market Value per share of such class or series of Capital Stock existing on any date between the Announcement Time and the Determination Time, regardless of which Time shall first occur and both Times inclusive; (c) the amount per share equal to the Fair Market Value per share of such class or series of Capital Stock determined pursuant to the immediately preceding clause (b), multiplied by the fraction whose numerator equals the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by or on behalf of such Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by such Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Time and whose denominator equals the Fair Market Value per share of such class or series of Capital Stock on the first day in such two-year period on which such Interested Stockholder acquired beneficial ownership of any share of such class or series of Capital Stock; and (d) the highest preferential amount per share to which the holders of shares of such class or series of Capital Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, regardless of whether the Business Combination to be consummated constitutes such an event. The provisions of this Paragraph B.2 shall be required to be met with respect to every class or series of such outstanding Capital Stock, whether or not such Interested Stockholder has previously acquired beneficial ownership of any shares of a particular class or series of Capital Stock. 3. The consideration to be received by holders of a particular class or series of outstanding Capital Stock in such Business Combination shall be in cash or in the same form as previously has been paid by or on behalf of such Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class or series of Capital Stock. If the consideration so paid for shares of any class or series of Capital Stock varied as to form, the form of consideration for such class or series of Capital Stock shall be either cash or the form used to acquire beneficial ownership of the largest number of shares of such class or series of Capital Stock previously acquired by such Interested Stockholder. 4. During the two-year period ending upon the consummation of such Business Combination: (a) except as approved by at least two-thirds of the Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (b) except as approved by at least two-thirds of the Continuing Directors, there shall have been no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any stock split, stock dividend or subdivision of the Common Stock); (c) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect fully any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by at least two-thirds of the Continuing Directors; and (d) an Interested Stockholder shall not have become the beneficial owner of any shares of Capital Stock except as part of the transaction that caused such Interested Stockholder to become a Significant Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in such Interested Stockholder's percentage of beneficial ownership of any class or series of Capital Stock. 5. During the two-year period ending upon the consummation of such Business Combination, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. 6. A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Exchange Act and the rules and regulations thereunder shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required by law to be mailed). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion (or such summary thereof as such majority shall deem appropriate) of an investment banking firm selected by such majority as to the fairness (or unfairness) of the terms of such Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation. Section 3. Certain definitions. For the purposes of this Article V: A. The term "Business Combination" means: 1. any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (i) any Significant Stockholder or (ii) any other corporation (whether or not itself a Significant Stockholder) that is or after such merger or consolidation would be an Affiliate or Associate of a Significant Stockholder; or 2. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or series of transactions) to or with any Significant Stockholder or any Affiliate or Associate of any Significant Stockholder of one-third or more of the assets of the Corporation or any Subsidiary based on the Fair Market Value of such assets; or 3. any issuance, transfer or pledge of securities of the Corporation or any Subsidiary to or with any Significant Stockholder or any Affiliate or Associate of any Significant Stockholder (other than proportionately to such Significant Stockholder, Affiliate or Associate as a holder of securities of the Corporation); or 4. any adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Significant Stockholder or any Affiliate or Associate of any Significant Stockholder; or 5. any reclassification of securities (including any reverse stock split) or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries, or any other transaction (whether or not with or otherwise involving a Significant Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock, or any equity securities or any securities convertible into equity securities of any Subsidiary, which is beneficially owned by any Significant Stockholder or any Affiliate or Associate of any Significant Stockholder; or 6. for purposes of subparagraphs 4 and 5 of Paragraph B of Section 2 of this Article V, any agreement, contract or other arrangement providing for any one or more of the actions specified in subparagraphs 1, 2, 3, 4 and 5 of this Paragraph A. B. The term "Capital Stock" means all capital stock of the Corporation authorized to be issued from time to time under this Certificate of Incorporation, and the term "Voting Stock" means all Capital Stock entitled to vote generally in the election of directors of the Corporation. C. The term "person" means any individual, firm, corporation or other entity, and includes any group comprising any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock. D. The term "Significant Stockholder" means any person (other than the Corporation or any Subsidiary and other than any profit- sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who or which (1) is or within the immediately preceding tow- year period was the beneficial owner of Voting Stock representing 10% or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock or (2) is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Voting Stock which were within the immediately preceding two-year period beneficially owned by any Significant Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933. E. The term "Interested Stockholder" means any Significant Stockholder whose participation (alone or together with other Significant Stockholders or other persons) in a transaction or proposed transaction with the corporation renders or would render that transaction a Business Combination. F. A person is a "beneficial owner" of any Capital Stock (1) of which such person or any of its Affiliates or Associates would be deemed to be a beneficial owner under paragraph (a) or (b) of Rule 13d-3 under the Exchange Act as in effect on September 17, 1984; or (2) which such person or any of its Affiliates or Associates has, directly or indirectly, (a) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, convertible securities, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph E of this Section 3, the shares of Capital Stock deemed to be outstanding shall include, in addition to shares actually outstanding, shares not actually outstanding but deemed beneficially owned by such person through application of the preceding sentence of this Paragraph F, but shall not include any other shares of Capital Stock not actually outstanding that may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise. G. The terms "Affiliate" and "Associate" have the meanings ascribed to such terms in Rule 12b-2 under the Exchange Act as in effect on September 17, 1984 (the term "registrant" in said Rule 12b-2 meaning in this case the Corporation). H. The term "subsidiary" means any corporation of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of Paragraph D of this Section 3, the term "subsidiary" shall mean only a corporation of which a majority of each class of equity security is beneficially owned by the Corporation. I. The term "Continuing Director" means any person who, at any time there is an Interested Stockholder, was a member of the Board prior to the time that a Significant Stockholder became such an Interested Stockholder, while such person is a member of the Board and not an Interested Stockholder or an Affiliate or Associate or representative of an Interested Stockholder, and also includes any director recommended for election to the Board by a majority of the then Continuing Directors, while such director is a member of the Board and not an Interested Stockholder or an Affiliate or Associate or representative of an Interested Stockholder. J. The term "Fair Market Value" means (1) in the case of cash, the amount of such cash; (2) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or, if no such quotation is available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (3) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors. K. In the event of any Business Combination in which this Corporation survives, the phrase "consideration other than cash to be received" as used in Paragraphs B.1 and B.2 of Section 2 of this Article V includes the shares of Capital Stock retained by the holders of such shares. L. The terms "Announcement Time," "Board," "Common Stock," "Corporation," "Determination Time," and "Exchange Act" have the meanings ascribed to them in portions of this Certificate of Incorporation other than this Section 3. Section 4. Determinations to be made by Continuing Directors. The Continuing Directors shall have the power to make any factual determination necessary for the purposes of this Article V on the basis of information actually known to them after reasonable inquiry. Any such determination made in good faith shall be binding and conclusive on all parties. Section 5. Interested Stockholder not relieved of any fiduciary obligation. Nothing contained in this Article V shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law. Section 6. Fiduciary obligations of Board not affected. The fact that any Business Combination complies with the provisions of Section 2 of this Article V shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of this Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board, or any member thereof, with respect to evaluations of or actions and responses taken or to be taken with respect to such Business Combination. ARTICLE VI BOARD OF DIRECTORS Section 1. Number. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which shall consist of not less than 3 nor more than 15 persons. The authorized number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board by a resolution adopted by a majority of the entire Board. Until the first fixing of such number by the Board, such number shall be 10. Section 2. Classes and terms. The directors shall be divided into three classes. The authorized number of directors in each class shall be fixed from time to time by the Board by a resolution adopted by a majority of the members of the Board then in office. Until the first fixing of each such number by the Board, four directors, whose terms of office shall expire at the first annual meeting of the stockholders, shall be in the first class; three directors, whose terms of office shall expire at the second annual meeting of the stockholders, shall be in the second class; and three directors, whose terms of office shall expire at the third annual meeting of the stockholders, shall be in the third class. At each annual meeting of stockholders, commencing with the first such annual meeting, directors shall be elected in a class to succeed those directors whose terms of office expire at that meeting, the terms of office of the directors so elected to expire at the third annual meeting of stockholders after their election. Section 3. Stockholder nominations of director candidates. Stockholders shall give advance notice of stockholder nominations of persons for election as directors of the Corporation in such manner as may be provided in the Bylaws of the Corporation. Section 4. Newly created directorships and vacancies. Newly created directorships resulting from any increase in the authorized number of directors, or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause, may be filled only by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. Section 5. Decrease in authorized number of directors. No decease in the authorized number of directors constituting the Board or in any class of directors shall shorten the term of any incumbent director. Section 6. Removal. Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the shares of Voting Stock (as defined in Article V hereof) entitled to vote with respect thereto, voting together as a single class. ARTICLE VII STOCKHOLDER ACTION Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of the stockholders and may not be effected by any consent in writing by the stockholders other than a consent signed by all of the stockholders entitled to vote with respect to such action. Except as otherwise required by law, special meetings of the stockholders of the corporation may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the members of the Board then in office. ARTICLE VIII AMENDMENTS BYLAWS In furtherance and not in limitation of the powers conferred by the General Corporation Law of the State of Delaware, the Board of Directors shall have power to adopt, amend and repeal Bylaws of the Corporation. ARTICLE IX FUNDAMENTAL CHANGES Notwithstanding any other provisions of the Certificate of Incorporation or the Bylaws of the Corporation, the amendment or repeal of, or adoption of any provision of this Certificate of Incorporation or said Bylaws inconsistent with, Article V, VI, VII, VIII or this Article IX of this Certificate of Incorporation or any provision of said Bylaws relating to advance notice of stockholder nominations of persons for election as directors of the Corporation shall require for its effectiveness, in addition to any other affirmative vote required by law, the affirmative vote of the holders of at least 80% of the voting power of the shares of Voting Stock (as defined in said Article V) entitled to vote with respect thereto, voting together as a single class; provided, however, that such 80% vote shall not be required to effect the amendment, repeal or adoption of any provision of this Certificate of Incorporation of said Bylaws which is unanimously recommended by the Board if (1) no Interested Stockholder (as defined in said Article V) then exists or (2) all of the members of the Board or Continuing Directors (as defined in said Article V). 4. This Restated Certificate of Incorporation was duly adopted by the sole incorporator in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the undersigned as the sole incorporator of S-K-I Ltd. does make this certificate and does hereby declare and acknowledge that the facts therein stated are true, and accordingly has hereunder set his hand this 11th day of October, 1984. /s/ Alex Lloyd CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF S-K-I LTD. (A Delaware corporation) Under Section 242 of the General Corporation Law of the State of Delaware S-K-I Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: The amendment to the Corporation's Certificate of Incorporation set forth in the following resolution approved by the Corporation's Board of Directors and stockholders was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: RESOLVED: That the Certificate of Incorporation of the Corporation be amended by adding thereto a new Article X, reading in its entirety as follows: ARTICLE X DIRECTOR LIABILITY No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. The foregoing sentence shall not, however, affect the liability of a director of the Corporation (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment to, repeal of, nor adoption of any provision of this Article X shall adversely affect the liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment, repeal or adoption of such inconsistent provision. IN WITNESS WHEREOF, S-K-I Ltd. has caused this Certificate of Amendment to be signed by its President and attested by its Secretary this 22nd day of November, 1986. S-K-I Ltd. By: /s/ Preston Leete Smith President Attest: /s/ Susanne H. Smith Secretary CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF S-K-I LTD. (A Delaware corporation) Under Section 242 of the General Corporation Law of the State of Delaware S-K-I Ltd., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: The amendment to the Corporation's Certificate of Incorporation set forth in the following resolution approved by the Corporation's Board of Directors and stockholders was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware: RESOLVED: That Article IV of the Certificate of Incorporation of the Corporation be amended to read in its entirety the following: ARTICLE IV AUTHORIZED STOCK The total number of shares of stock which the Corporation shall have authority to issue is 12,500,000 shares of Common Stock having a par value of $.10 per share (hereinafter called the "Common Stock"). IN WITNESS WHEREOF, S-K-I Ltd. has caused this Certificate of Amendment to be signed by its President and attested by its Secretary this 18th day of November, 1988. S-K-I Ltd. By: /s/ Preston Leete Smith President Attest: /s/ Susanne H. Smith Secretary Exhibit 3.22 S-K-I Ltd. BY-LAWS ARTICLE I SHAREHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors and the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors shall each year designate, which date shall be within 13 months subsequent to the later of the date of incorporation or the last annual meeting of stockholders. Section 2. Special Meetings. The calling of special meetings of the stockholders is governed by Article VII of the Certificate of Incorporation. Section 3. Notice of Meetings. Written notice of the place, date, time and purposes of all meetings of the stockholders shall be given by mail or delivered personally, not less than 10 nor more than 60 days before the date of the meeting, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereafter, the General Corporation Law of the State of Delaware and the Certificate of Incorporation). When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Section 4. Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Whether or not a quorum exists at any meeting of the stockholders, the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. Section 5. Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the highest ranking officer of the Corporation who is present shall call to order any meeting of the stockholders and act as chairman of the meeting. The Secretary shall act as secretary of all meetings of the stockholders. In the absence of the Secretary from any such meeting, the secretary of such meeting shall be such person as the chairman of the meeting appoints. Section 6. Conduct of Business. The chairman of any meeting of the stockholders shall determine the order of business and the procedure for the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. Section 7. Proxies and Voting. At any meeting of the stockholders, each stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. All voting may be by a voice vote, except that voting shall be by stock vote on the election of directors and on such other matters as may be required by law to be by stock vote; provided, however, that a stock vote shall be taken on any matter upon demand therefor by a stockholder or his proxy entitled to vote on such matter. Every stock vote shall be taken by ballot, and each ballot shall state the name of the stockholder voting and such other information as may be required under the procedure established for the meeting. Each vote taken by ballot shall be counted and tabulated by an inspector or inspectors appointed by the chairman of the meeting. Such inspectors shall perform such other acts and duties as may be requested by such chairman or required by law. On request of such chairman or as may be required by law, such inspectors shall make and execute a written report to such chairman of the facts found and matters determined by them. Any such report shall be prima facie evidence of the facts stated therein. All elections of directors by stockholders shall be determined by a plurality of the votes cast, and except as otherwise required by law or these By-Laws, all other matters shall be determined by a majority of the votes cast. ARTICLE II BOARD OF DIRECTORS Section 1. Number of Directors; Classes; Terms of Office; Election; Removal. Certain matters relating to the number of directors of the Corporation, their division into classes, their terms of office, their election, and their removal are governed by Article VI of the Certificate of Incorporation. Section 2. Nominations of Director Candidates. (a) Nominations of persons for election as directors at any meeting of the stockholders called for election of directors (an "Election Meeting") may be made by the Board of Directors or by any stockholder entitled to vote at such Election Meeting. The remaining provisions of this Section 2 shall apply only after the Election Meeting in 1984 has been held. (b) Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors or by written consent of directors in lieu of a meeting, not less than 20 days prior to the date of the Election Meeting, and such nominations shall be reflected in the minute books of the Corporation as of the date made. At the request of the Secretary of the Corporation each proposed nominee shall provide the Corporation with such information concerning such nominee as is required, under the rules of the Securities and Exchange Commission, to be included in the Corporation's proxy statement soliciting proxies for his election as a director. (c) Not less than 90 days prior to the date of an Election Meeting in the case of an annual meeting, and not more than seven days following the date of notice of the meeting in the case of a special meeting, any stockholder who intends to make a nomination of one or more persons for election as directors at such Election meeting shall deliver a notice to the Secretary of the Corporation setting forth (i) the name, age, business address and residence address of each such person, (ii) the principal occupation or employment of each such person, (iii) the number of shares of capital stock of the Corporation which are beneficially owned by each such person, (iv) a statement that each such person as would be required, under the rules of the Securities and exchange Commission, in a proxy statement soliciting proxies for the election of such person as a director. (d) In the event that a person is validly designated as a nominee in accordance with paragraph (b) or paragraph (c) hereof and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors, or a committee thereof, or the stockholder who proposed such nominee, as the case may be, may at any time before the Election Meeting designate a substitute nominee. (e) If the chairman of the Election Meeting determines that a nomination was not made in accordance with the procedures as set forth in these By-Laws, such nomination shall be void. Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times, as shall from time to time be established by the Board of Directors. The Secretary shall furnish each director with a schedule of such regular meetings not less than three days before the first such meeting to be held following the furnishing of such schedule, and no further notice of any such meeting shall be required. Section 4. Special Meetings. Special meetings of the Board of Directors shall be held upon call of one-third of the directors then in office or the Chief Executive Officer, and shall be held at such place, on such date and at such time, as they or he shall fix. Notice of the place, date and time of each such special meeting shall be given each director by mailing written notice of such meeting to such director not less than five days before the meeting or by delivering the same to him personally not later than the day before the meeting. Section 5. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment that enables all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting. Section 6. Quorum. At any meeting of the Board of Directors a majority of the directors then in office shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time, without further notice or waiver thereof. Section 7. Organization; Conduct of Business. Each meeting of the Board of Directors shall be presided over by the Chairman of the Board if there is one, and if not, by the President, or if he is not present, by a chairman chosen by the Board. The Secretary shall act as secretary of all meetings of the Board. In the absence of the Secretary from any such meeting, the secretary thereof shall be such person as the chairman thereof appoints. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Section 9. Action Without a Meeting. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors. ARTICLE III COMMITTEES Section 1. Designation; Powers. The Board of Directors, by resolution passed by a majority of the whole Board, may from time to time designate one or more committees of the Board, with such lawfully delegable powers and authority of the Board in the management of the business and affairs of the Corporation as may be prescribed by these By-Laws or provided by resolution of the Board, to serve at the pleasure of the Board, and shall, for those committees and any others which may be provided for in these By-Laws, elect a director or directors to serve as the member or members thereof, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and no disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Section 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Each committee shall keep minutes of its proceedings and shall make such minutes available to the Board of Directors at its request. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of such committee. ARTICLE IV OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, and such other officers, including a Chairman of the Board, as may from time to time be elected by the Board of Directors. Officers shall be elected from time to time by the Board of Directors, which shall consider that subject at its first regular meeting after each annual meeting of the stockholders. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. The Chairman of the Board, if any, and the President shall be members of the Board of Directors. Any number of offices may be held by the same person. Section 2. Chief Executive Officer. If the Board of Directors elects a Chairman of the Board, it shall designate either the Chairman of the Board or the President as the Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He, or any officer elected by the Board of Directors whom he may designate, may specify from time to time the banks in which the Corporation shall deposit its funds, what types of accounts it shall maintain and who may sign checks and drafts on such accounts and in what combinations. He, or another person appointed by him as his substitute, shall, unless otherwise directed by the Board of Directors, attend in person, or shall execute on behalf of the Corporation written instruments appointing a proxy or proxies to represent the Corporation at, all meetings of the stockholders of any Corporation in which the Corporation shall hold any voting securities. At all such meetings and otherwise, the Chief Executive Officer, in person or by substitute or proxy, as aforesaid, may vote such securities so held by the Corporation and may execute written consents and other instruments with respect to such securities and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership thereof, subject, however, to the instructions, if any, of the Board of Directors. He shall have such other powers and duties as may be prescribed by the Board of Directors from time to time. Section 3. Chairman of the Board. The Chairman of the Board, if any, if he has not been designated as the Chief Executive Officer, shall have such powers and duties as from time to time may be assigned by the Board of Directors. Section 4. President. If there is no Chairman of the Board, the President shall be the Chief Executive Officer. If there is a Chairman of the Board who has been designated Chief Executive Officer, the President shall, in the absence of the Chairman of the Board, perform the duties of the Chief Executive Officer and when so acting shall have all the powers of the Chief Executive Officer. The President shall have such other powers and duties as from time to time may be assigned by the Chief Executive Officer or the Board of Directors. Section 5. Vice Presidents. Any Vice President may be designated by the Board of Directors to perform the duties of the Chief Executive Officer or of the President in case of the absence, death or inability to act of such officers, with all the powers of such officers. Each Vice President shall have such other powers and duties as from time to time may be assigned by the Chief Executive Officer, the President or the Board of Directors. Section 6. Secretary. The Secretary shall be responsible for the giving of all authorized notices of, and keep the minutes of, all meetings of the stockholders and the Board of Directors; be the custodian of the books and records of the Corporation, except as may be otherwise determined by the Board of Directors, and of the seal of the Corporation; and in general have all powers and duties incident to the office of Secretary and such other powers and duties as from time to time may be assigned by the Chief Executive Officer, the President or the Board of Directors. Section 7. Other Officers. Any other officer shall have such powers and duties as may be from time to time prescribed by the Board of Directors or by another officer pursuant to Board authorization. Section 8. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. Section 9. Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS Section 1. Scope. The Corporation shall, to the full extent now or hereafter permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, but not limited to, attorneys' and accountants' fees and disbursements), judgments, fines and amounts paid in settlement incurred by him in connection with such threatened, pending or completed action, suit or proceeding (whether the same shall be by or in the right of the corporation or such other corporation, partnership, joint venture, trust or other enterprise, or otherwise). Section 2. Legal Basis. If the determination of whether indemnification in a specific case of a person referred to in Section 1 of this Article V is proper in the circumstances is to be made by the Board of Directors, the Board may rely upon the written opinion of legal counsel as to whether such indemnification is permitted by law. Any person referred to in Section 1 of this Article V who has been refused indemnification by the Corporation shall nevertheless be indemnified by it if a court of competent jurisdiction determines that such indemnification is permitted by law. Section 3. Advance of Expenses. Expenses incurred in connection with any threatened, pending or completed action, suit or proceeding referred to in Section 1 of this Article V may be advanced by the Corporation to the full extent now or hereafter permitted by law. Section 4. Predecessor Corporation. For the purposes of this Article V, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. Section 5. Automatic Conformity to Law. The intention of this Article V is to provide indemnification with the broadest and most inclusive coverage permitted by law (a) at the time of the act or omission to be indemnified against or (b) at the time of carrying out such indemnification, whichever of (a) or (b) may be broader or more inclusive and permitted by law to be applicable. If the indemnification permitted by law at the time this Article V becomes effective, or at any future time, shall be broader or more inclusive than the other provisions of this Article V, then indemnification shall nevertheless extend to the broadest and most inclusive permitted by law at any time and this Article V shall be deemed to have been amended accordingly. If any provision or portion of this Article V shall be invalid or ineffective, the validity and effect of the remaining parts shall not be affected. ARTICLE VI CAPITAL STOCK Section 1. Certificates of Stock. The certificates for shares of the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board or the President or a Vice President and also by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the aforesaid officers may be facsimiles if the certificate is countersigned by a transfer agent or by a registrar other than the Corporation or its employee. The validity of any stock certificate of the Corporation signed and executed by or in the name of duly qualified officers of the Corporation shall not be affected by the subsequent death, resignation, or the ceasing for any other reason of any such officer to hold such office, whether before or after the date borne by or the actual delivery of such certificate. The name of the person owning the shares represented by each issued certificate, with the number of such shares and the date of issue, shall be entered on the Corporation's capital stock records. In the event of the loss, theft or destruction of any stock certificate, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity. Section 2. Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by a transfer agent designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in place of a lost, stolen or destroyed stock certificate, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor. The Corporation may treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any such share or shares on the part of any other person, whether or it shall have express or other notice thereof, save as expressly provided by law. Section 3. Other Regulations. The issue, transfer, conversion and registration of shares of stock and certificates therefor shall be governed by such other regulations as the Board of Directors may establish. Section 4. Record Date. The Board of Directors may fix a record date, which shall not be more than 60 nor less than 10 days before the date of any meeting of the stockholders, nor more than 60 days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled to notice of or to vote at such meeting of the stockholders or any adjustment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock; or with respect to any other lawful action. ARTICLE VII AMENDMENTS Except as otherwise provided by law or these By-Laws, these By-Laws may be amended or repealed, and new By-Laws may be adopted, at any meeting of the stockholders or of the Board of Directors, provided that the notice of such meeting shall have included notice of such proposed action. such action by the Board of Directors may be effected only by the affirmative vote of at least a majority of the members of the Board of Directors then in office. Exhibit 3.23 File No. 9895 ARTICLES OF ASSOCIATION OF SHERBURNE CORPORATION We, the Subscribers, of full age, hereby associate ourselves together as a corporation under the laws of the State of Vermont, to be known by the name of SHERBURNE CORPORATION (hereinafter referred to as the "Corporation") for the following purposes: To purchase, build, lease or otherwise acquire, mortgage, sell or otherwise dispose of, maintain and operate ski areas, recreation areas, resorts and resort areas, ski lifts, chair lifts, serial tramways, tows and similar conveyances, hotels, inns, taverns and restaurants, and all facilities in conjunction therewith, to carry on a general catering business and to buy, sell and deal in and with foods and liquors of all kinds; to supply facilities for dinners, banquets, conventions and meetings of all descriptions; to grant to persons, firms and corporations concessions, rights and privileges to carry on business on property owned or operated by the Corporation; To purchase, build, lease or otherwise acquire, mortgage, sell or otherwise dispose of, maintain and operate mines, quarries and wells and all facilities in connection therewith; to conduct explorations of all kinds in connection with the business of mining, quarrying and drilling, maintaining and operating wells; To purchase, build, lease or otherwise acquire, mortgage, sell or otherwise dispose of, maintain and operate water systems and water distributing systems and all facilities in connection therewith; To conduct ski schools, swimming schools, mountain climbing schools and any other schools deemed desirable or expedient in connection with the foregoing powers of the Corporation; To take, purchase, lease, hire, construct, reconstruct or otherwise acquire, and to hold, own, occupy, use and enjoy, to manage, improve, operate and work, and to grant, sell, let, lease, sublease, demise, exchange, and otherwise dispose of and generally to deal in real estate, buildings and improvements and any and every right, interest, or estate therein, without limit as to the cost, amount, or value thereof and wheresoever the same may be situated, whether outside or within the State of Vermont; To create, manufacture, purchase, lease, hire or otherwise acquire, and to hold, own, use, operate, mortgage, pledge, sell, or otherwise dispose of, invest, trade and generally deal in goods, wares and merchandise and other property, real, personal or mixed, tangible or intangible, of every class and description; To apply for, obtain, purchase, lease or otherwise acquire, to hold, use, own, operate, improve and introduce, and to sell, assign, hypothecate, mortgage or otherwise dispose of patents, application for letters patent, licenses or grants in respect of letters patent, inventions, privileges, licenses, improvements, processes, trademarks and tradenames, copyrights, devices and formulae used in connection with or secured under, letters patent of the United States or elsewhere, or otherwise; and to use, exercise, develop, grant licenses in respect of, or otherwise turn to account any such patents, applications for letters patent, licenses, processes, inventions, improvements, devices, formulae, trademarks, copyrights and tradenames, or the like, or any such property or rights, and to supervise or otherwise exercise such control over its said licensees and the businesses conducted by them, as may be agreed upon in its contract with such licensees for the protection of its rights in said patents, applications for letters patent, inventions, privileges, processes, formulae, improvements, trademarks, copyrights and tradenames and to secure to it the payment of agreed royalties, and to manufacture or deal in any article, product, or byproduct, produced as the result or by the use of any such invention or process, or the like, for use with such patents, or any articles of any description used or sold or to be used in connection therewith; To the extent permitted by law, to acquire by purchase, subscription, contract or otherwise trade for investment or otherwise, to sell, exchange, mortgage, pledge or otherwise dispose of or turn to account, and generally to hold in and with any and all forms of securities, including capital stock, issued or created in the U.S. and all parts of the world, corporations, associations, partnerships, firms trusts, individuals, governments, states, or governmental subdivisions or divisions, or combinations, organizations or others whatsoever, irrespective of their form or the name by which they may be described, and to issue in exchange therefor or in payment thereof, in any manner permitted by law or in these Articles of Association, its own securities of any kind, or to make payment therefor by any other lawful means of payment, whatsoever; to exercise any and all claims or powers and privileges of individual ownership or interest in respect of any and all such securities, including the right to vote thereon and to consent or otherwise act with respect thereto; To purchase, hold, cancel, reissue, sell, exchange, transfer or otherwise deal in its own securities, including shares of its capital stock from time to time to such an extent and in such manner and upon such terms as the Board of Directors shall determine insofar as permitted by law; To acquire and pay for in cash, stock, goods or property of this Corporation or otherwise, the goodwill, rights, assets and property in whole or in part of the association or corporation engaged in the same or similar business, to borrow and repay, for any of the purposes of the Corporation, from time to time, and without limit as to amount; to issue and sell its own securities in such amounts, on such terms and conditions, for such purposes and at such prices, now as hereafter permitted by the laws of the State of Vermont and by these Articles of Association, as the Board of Directors may determine and to secure such securities, to the extent now or hereafter permitted by the laws of said state and by these Articles of Association, by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets, business and goodwill of this Corporation as then owned or thereafter acquired; To be appointed and to act as the agent or representative, or both, of any corporation, firm or individual in any and all parts of the world, in such capacity and on such terms and conditions as may from time to time be mutually determined upon; To conduct a general agency business, to employ, engage, hire, and to appoint corporations, firms, and individuals in any and all parts of the world to act as agents and/or subagents for the Corporation in such capacity and on such conditions as may be determined from time to time by the Board of Directors; To make, execute and enter into contracts with, and to take and receive contracts or assignments of contracts from, any and all persons, firms, copartnerships, associations, corporations, and state and/or municipal corporations for doing any and all of the acts or things that the Corporation is, or may be, authorized to do; and to carry out and perform, assign, or sublet to others in whole or in part any or all such contracts whether originally made and entered into by this Corporation, or acquired by assignment from others; To carry on, engage in, institute, conduct, perform or participate in every kind of mercantile or industrial business, or other similar business of whatsoever nature, which may, in the discretion of the Board of Directors, seem capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of the Corporation's property or rights. To have one office within the State of Vermont, or more offices within or without the State of Vermont, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country. The foregoing purposes, rights and powers are granted and are to be exercised only upon the condition that the requirements exacted by the laws of the State of Vermont are first fully complied with. The principal office shall be located at Woodstock, in the County of Windsor, in the State of Vermont. The Corporation is to be organized for profit. The capital stock shall consist of Five Hundred (500) shares of common stock with no par value. A majority of directors shall have discretion to determine the amount of cash for which each share of the no par common stock of the Corporation shall be issued. A majority of the directors shall be entitled to determine the amount and kind of property, services and franchises for which each share of the common capital stock of the Corporation shall be issued and in that connection a vote of the majority of shareholders may direct the issuance of common capital stock of the Corporation upon the terms and conditions specified in the resolution. Such stock may thereupon be issued upon compliance with the conditions without any further action on the part of the directors of the corporation. Each share of the common capital stock of the Corporation shall be entitled to one vote. There shall be no cumulative voting for directors. The Corporation is to have perpetual existence. The private property of the stockholders of the corporation shall not be subject to the payment of corporate debts to any extent whatever. The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for further defining, limiting and regulating the powers of the Corporation and its directors and stockholders: (1) The bylaws of the Corporation shall fix the number of directors which shall constitute the whole Board and may prescribe their term of office and may provide that, from time to time, the number of directors may be increased or decreased by amendment by the bylaws, provided that in no case shall the number of directors be less than three. The directors need not be chosen by ballot. Any vacancy in the Board of Directors may be filled by majority vote of directors pursuant to any regular or special meeting. Meetings of the Board of Directors may be held within or without the State of Vermont. (2) In furtherance and not in limitation of the powers conferred by the laws of the State of Vermont, the Board of Directors is expressly authorized and empowered, without the assent or vote of the stockholders, as follows: (a) The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, one or more committees, each committee to consist of three or more of the directors of the Corporation, which, to the extent provided in said resolution or resolutions or in the bylaws of the Corporation, shall have the powers of the Board of Directors in the management of the business and affairs of the Corporation and may have the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors, subject to any restrictions contained in these Articles of Association, shall have power to declare and pay dividends upon the shares of the capital stock of the Corporation as provided by the laws of the State of Vermont. The Board of Directors shall have authority from time to time to set apart out of any of the funds of the Corporation available for dividends a reserve or reserves as working capital or for any other proper purposes or purpose, and to abolish in whole or in part or add to any such reserve or reserves from time to time, as said Board may deem to be in the interests of the Corporation, in the manner in which it was created; and said Board shall likewise have power to determine in its discretion what part of the assets of the Corporation available for dividends in excess of such reserve or reserves, if any, shall be declared in dividends and paid to the stockholders of the Corporation. (c) To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation. (d) From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations, the accounts and books of this Corporation (other than the stock book), or any of them shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this Corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors. (3) In the absence of actual fraud, no contract or other transaction between the Corporation and any other corporation shall be impeached, affected or invalidated by the fact that directors of the Corporation are directors of such other corporation. Any director individually, or any firm of which any director is a partner, or any corporation of which any director may be an officer, director, employee or holder of any amount of its capital stock may be a party to or may be interested in any contract or transaction of the Corporation and, in the absence of actual fraud, and approval of the contract as provided by law, no such contract or other transaction shall be thereby affected, impeached or invalidated. No director shall be liable to account tot he Corporation for any profit realized by him from or through any such transaction or contract of the Corporation by reason of his interest in such transaction or contract, provided that such contract or transaction shall be approved or ratified by the affirmative vote of directors who are not so interested constituting a majority of a quorum of directors present at a meeting of the Board of Directors of the Corporation having authority in the premises. No contract or other transaction between the Corporation and any other corporation, at least a majority of the stock of which having voting power is owned or controlled by the Corporation, shall in any case be valid or voidable because of the fact that directors of the Corporation are directors of such other corporation, nor shall any such director be deemed interested in such contract or other transaction under any of the provisions of this subdivision (3), nor shall any such director be liable to account because of such interest. No contract or other transaction between the Corporation and any other corporation or firm which provides for the purchase and sale of securities or other property or for any other action for the Corporation upon terms not less favorable to the Corporation than those offered to others, shall in any case be void or voidable because of the fact that the directors of the Corporation are directors of such other corporation or partners in such firm, nor shall any director be deemed interested in such contract or other transactions under any of the provisions of this subdivision (3), nor shall any such director be liable to account because of such interest. (4) Any contract or act that shall be approved or ratified by the vote of the holders of a majority of the capital stock of the Corporation having voting powers which is represented in person or by proxy at any annual meeting of stockholders or at any special meeting called for the purpose, among others, of considering the approval or ratification of the acts of officers and directors (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be valid and as binding upon the Corporation and upon all its stockholders as though it had been approved or ratified by every stockholder of the Corporation. (5) Each director and officer of the Corporation shall be entitled, without the necessity of further act or deed on the part of himself or the Corporation, to be indemnified by the Corporation from and against any and all claims, liabilities, fines or penalties, whether or not reduced to judgment, imposed upon or asserted against him by reason of his being or having been a director or officer of the Corporation or otherwise, and also from and against all costs and expenses (including, without any limitation of the foregoing, fees and disbursements of counsel) reasonably incurred by him as a result thereof, whether in settlement of the same or in connection with any action, suit or proceeding to which he is now or may hereafter become or be made a party for a like reason; provided, however, that such indemnification shall not extend to any instance in which (a) any liability, fine or penalty is imposed upon him by final judgment of a court of competent jurisdiction or the claims against him are dismissed or barred upon the ground of any statute of limitations or of any other technical defense not going to the merits of the claims involved, unless the court shall find that the liability, fine or penalty to imposed or the claims so dismissed or barred resulted from action taken or omitted to be taken by him in good faith and without dereliction in duty on his part or, in the absence of such a finding, unless counsel selected or approved by the Board of Directors shall have advised the Corporation that in the opinion of such counsel such liability, fine or penalty or such claims resulted from action taken or omitted to be taken by him in good faith and without dereliction in duty on his part; or (b) final judgment of a court of competent jurisdiction is entered against him upon an offer of settlement by him of any action, suit or proceeding; in connection with the settlement of any action, suit, proceeding or claim prior to the entry of any judgment therein or in respect thereof, unless the Corporation shall be advised by counsel selected or approved by the Board of Directors that, in the opinion of such counsel, such action, suit, proceeding or claim is without substantial merit or that such director or officer acted in good faith and without dereliction in duty on his part with respect to the matters involved therein but in no event shall the amount of the indemnity under this subdivision exceed the expense which might reasonably be incurred by such director or officer in conducting his defense to a final conclusion. The Corporation's obligation aforesaid (a) shall exist whether or not a director or officer is or has continued to be a director or officer of the corporation at or up to the time any costs or expenses are incurred or any claims or liabilities arise or any settlement is effected, (b) shall inure to the benefit of the heirs, executors or administrators of such director or officer, (c) shall not be exclusive of any rights to which he or they may be entitled as a matter of law and (d) may, but need not, be evidenced by a writing to be delivered to him in connection with his election or appointment as such director and/or officer and in consideration of his acceptance of the same. Notwithstanding any amendment of these Articles of Association affecting or purporting to affect this subdivision (5) of this Article or the indemnification herein provided, such obligation shall be binding upon the Corporation (subject only to the exceptions hereinbefore set forth) as to all matters which occurred during or are allocable to the period prior to any such amendment and shall cover all claims, liabilities, costs and expenses at any time connected therewith, and also any settlement thereof, as hereinabove stated. In determining whether and to what extent, if any, a director or officer of the corporation is entitled to indemnification hereunder or under any writing aforesaid and in making any payments pursuant to such determination, the Board of Directors of the Corporation and/or each director and officer, whether or not interested in any such determination or a payment, may conclusively rely upon, and shall be protected by, an opinion of counsel selected or approved by the Board of Directors, which counsel may, but need not be, counsel advising as above mentioned, and any action taken in reliance upon such opinion shall be final and conclusive. (6) Except as otherwise provided in the Bylaws, the Corporation and the stockholders and the Board of Directors thereof may hold their meetings and have an office or offices outside of the State of Vermont and, subject to the provisions of the laws of said state, may keep the books of the Corporation outside of said state at such places as may, from time to time, be designated by the Board of Directors. No stockholder shall be entitled as a matter of right to subscribe for, purchase or receive any shares of stock or any rights or options of the Corporation which it may issue or sell, whether out of the number of shares authorized by these Articles of Association or by amendment thereof, or other proceedings, or out of the shares of the stock of the Corporation acquired by it after the issuance thereof, nor shall any stockholder be entitled to receive any bonds, debentures or right to issue or sell that shall be convertible into or exchangeable for stock or to which shall be attached or appertain any warrant or warrants or other instrument or instruments that shall confer upon the holder or owner of such obligation the right to subscribe for or purchase from the Corporation any share of its capital stock. But all such additional issues of stock, rights, options or of bonds, debentures or other obligations convertible into or exchangeable for such or to which warrants shall be attached or appertain or which shall confer upon the holder of the right to subscribe for or purchase any shares of stock, may be issued and disposed of by the Board of Directors to such persons, firms, associations and corporations and upon such terms, subject to any provision of law in regard thereto, as in their absolute discretion they may deem advisable. The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Association, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Amendment of these Articles of Association may be by the vote of the holders of a majority of the outstanding common capital stock of the Corporation. This Corporation shall have the foregoing purposes, powers and methods of operation only to the extent permitted by present state law. Dated at Woodstock, in the County of Windsor and State of Vermont this 26th day of November, A.D., 1956. SUBSCRIBERS POST OFFICE ADDRESS /s/ Preston Leete Smith Rockingham Rd. Bellows Falls, VT /s/ Susanne H. Smith Rockingham Rd. Bellows Falls,VT /s/ Joseph D. Sargent 139 Milton St. West Hartford, CT /s/ Joseph Neal 3rd 15 Castlewood Road West Hartford, CT File No. 8695 AMENDMENT OF ARTICLES OF ASSOCIATION OF THE SHERBURNE CORPORATION We, THE UNDERSIGNED, President and Clerk of Sherburne Corporation, a corporation organized and existing under the laws of the State of Vermont, and having its principal office at Woodstock in the County of Windsor in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that purpose, and held at Woodstock in the County of Windsor, in said State, on the 23rd day of July, 1956, it was voted by the holders of two- thirds of the outstanding stock of said corporation to amen d its articles of association as follows, viz: The capital stock shall consist of two thousand (2000) shares of common stock having no par value. Dated at Woodstock in the County of Windsor this 23rd day of July A.D. 1956. /s/ Preston L. Smith, President /s/ Franklin S. Billings, Jr., Clerk STATE OF VERMONT Windsor County, ss. At Woodstock in said County, this 23rd day of July, 1956, personally appeared the above-named Preston L. Smith, President and Franklin S. Billings, Jr., Clerk of the corporation above named, and made oath to the truth of the foregoing certificate by them subscribed. /s/ Notary Public File No. 8695 AMENDMENT OF ARTICLES OF ASSOCIATION OF THE SHERBURNE CORPORATION We, THE UNDERSIGNED, President and Clerk of Sherburne Corporation, a corporation organized and existing under the laws of the State of Vermont, and having its principal office at Woodstock in the County of Windsor in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that purpose, and held at Woodstock in the County of Windsor, in said State, on the 12th day of August, 1957, it was voted by the holders of two-thirds of the outstanding stock of said corporation to amen d its articles of association as follows, viz: 1. The capital stock shall consist of the following: a. 2000 shares of common stock having a par value of $100.00. b. 500 shares of Class A, common stock having a par value of $100.00. This stock shall be nonvoting and shall have a dividend preference over the common stock. c. 500 shares of Class B, common stock having a par value of $100.00. The stockholders of this class shall only be entitled to one vote for every four shares of stock held. 2. The principal office of the corporation shall be located at Sherburne, County of Rutland, State of Vermont. Dated at Woodstock in the County of Windsor this 12th day of August A.D. 1957. /s/ Preston L. Smith, President /s/ Franklin S. Billings, Jr., Clerk STATE OF VERMONT Windsor County, ss. At Woodstock in said County, this 12th day of August, 1957, personally appeared the above-named Preston L. Smith, President and Franklin S. Billings, Jr., Clerk of the corporation above named, and made oath to the truth of the foregoing certificate by them subscribed. /s/ Notary Public File No. 8695 AMENDMENT OF ARTICLES OF ASSOCIATION OF THE SHERBURNE CORPORATION We, THE UNDERSIGNED, President and Clerk of Sherburne Corporation, a corporation organized and existing under the laws of the State of Vermont, and having its principal office at Sherburne in the County of Rutland in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that purpose, and held at Sherburne in the County of Rutland, in said State, on the 12th day of September, 1959, it was voted by the holders of two-thirds of the outstanding stock of said corporation to amen d its articles of association as follows, viz: By increasing the authorized common stock from 2000 shares to 4000 shares, par $100.00, all other classes of stock to remain as presently authorized. Dated at Sherburne in the County of Rutland this 29th day of December A.D. 1959. /s/ Preston L. Smith, President /s/ Franklin S. Billings, Jr., Clerk STATE OF VERMONT Washington County, ss. At Montpelier in said County, this 14th day of January, 1960, personally appeared the above-named Preston L. Smith, President and Franklin S. Billings, Jr., Clerk of the corporation above named, and made oath to the truth of the foregoing certificate by them subscribed. /s/ Notary Public File No. 8695 AMENDMENT OF ARTICLES OF ASSOCIATION OF THE SHERBURNE CORPORATION We, THE UNDERSIGNED, President and Clerk of Sherburne Corporation, a corporation organized and existing under the laws of the State of Vermont, and having its principal office at Sherburne in the County of Rutland in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that purpose, and held at Sherburne in the County of Rutland, in said State, on the 11th day of February, 1961, it was voted by the holders of two-thirds of the outstanding stock of said corporation to amen d its articles of association as follows, viz: To change outstanding common stock from 4000 shares par $100 to 8000 shares of common stock, par $50.00 Dated at Sherburne in the County of Rutland this 14th day of February A.D. 1961. /s/ Preston L. Smith, President /s/ Franklin S. Billings, Jr., Clerk STATE OF VERMONT Rutland County, ss. At Sherburne in said County, this 14th day of February, 1961, personally appeared the above-named Preston L. Smith, President and Franklin S. Billings, Jr., Clerk of the corporation above named, and made oath to the truth of the foregoing certificate by them subscribed. /s/ Notary Public AMENDMENT OF ARTICLES OF ASSOCIATION OF THE SHERBURNE CORPORATION We, THE UNDERSIGNED, President and Clerk of Sherburne Corporation, a corporation organized and existing under the laws of the State of Vermont, and having its principal office at Sherburne in the County of Rutland in said state, hereby certify that at a meeting of the stockholders of said corporation, duly called for that purpose, and held at Sherburne in the County of Rutland, in said State, on the 28th day of October, 1967, it was voted by the holders of two-thirds of the outstanding stock of said corporation to amen d its articles of association as follows, viz: By striking out the following: The capital stock shall consist of the following: a. 800 shares of common stock having a par value of $50.00. b. 500 shares of common stock having a par value of $100.00. This stock shall be nonvoting and shall have a dividend preference over the common stock. c. 500 shares of Class B, common stock having a par value of $100.00. The stockholders of this class shall only be entitled to one vote for every four shares of stock held. And substituting in lieu thereof: The capital stock shall consist of the following: a. 16,000 shares of common stock having a par value of $25.00. b. 500 shares of Class A, common stock having a par value of 4100.00. This stock shall be nonvoting and shall have a dividend preference over the common stock. c. 500 shares of Class B, common stock having a par value of $100.00. The stockholders of this class shall only be entitled to one vote for every four shares of stock held. Dated at Sherburne in the County of Rutland this 30th day of November A.D. 1967. /s/ Preston L. Smith, President /s/ John D. Carbine, Clerk STATE OF VERMONT Rutland County, ss. At Sherburne in said County, this 30th day of November, 1967, personally appeared the above-named Preston L. Smith, President and John D. Carbine., Clerk of the corporation above named, and made oath to the truth of the foregoing certificate by them subscribed. /s/ Elaine J. Wellington Notary Public STATE OF VERMONT CERTIFICATE OF MERGER Pursuant to 11 V.S.A. 1954, the merger OF EFG CORPORATION (Vermont) and (into) SHERBURNE CORPORATION was filed in this office on December 5, 1984 Dated: December 5, 1984 Pursuant to Section 1951 et seq. of the Vermont Business Corporation Act of the Vermont Statutes Annotated, as amended, the undersigned corporations adopt the following Articles of Merger for the purpose of merging them into one of such corporations: FIRST: The Agreement and Plan of merger attached hereto as Attachment A was approved by the shareholders of each of the undersigned corporations in the manner prescribed by Section 1953 of the Vermont Business Corporation Act. SECOND: As to each of the undersigned corporations, the number of shares outstanding, and the designation and number of outstanding shares of each class entitled to vote as a class on such Plan, are as follows: Name of Number Entitled As a Corporat of to Vote; Class ion Shares Designat Number Outstand ion of of ing Class Shares EFG 100 None Corporat ion Sherburn 13,303 None e Corporat ion THIRD: As to each of the undersigned corporations, the total number of shares voted for and against such Plan, respectively, and, as to each class entitled to vote thereon as a class, the number of shares of such class voted for and against such Plan, respectively, are as follows: Name of Total Total Clas Voted Voted Corporat Voted Voted s For Agains ion For Agains t t EFG 100 0 None Corporat ion Sherburn 10,928 320 None e Corporat ion Dated: November 17, 1984 EFG CORPORATION /s/ Joseph D. Sargent Its President /s/ Susanne H. Smith Its Secretary SHERBURNE CORPORATION /s/ Preston L. Smith Its President /s/ Susanne H. Smith Its Secretary STATE OF VERMONT COUNTY OF RUTLAND, ss. At Sherburne in said County on the 17 day of November, 1984 before me personally appeared Joseph Sargent, duly sworn, declared that he is the President of EFG Corporation, that he signed the foregoing document as such President, of the Corporation, and that the statements therein contained are true. /s/ Marilyn Seward, Notary Public STATE OF VERMONT COUNTY OF RUTLAND, ss. At Sherburne in said County on the 17 day of November, 1984 before me personally appeared Preston Smith, duly sworn, declared that he is the President of EFG Corporation, that he signed the foregoing document as such President, of the Corporation, and that the statements therein contained are true. /s/ Marilyn Seward, Notary Public Attachment A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement and Plan"), dated as of October 17, 1984, among SHERBURNE CORPORATION, a Vermont corporation (Sherburne"), S-K- I LTD, a Delaware corporation and a wholly-owned subsidiary of Sherburne ("S-K-I") and EFG CORPORATION, a Vermont corporation and a wholly- owned subsidiary of S-K-I ("EFG"). WHEREAS, Sherburne's authorized capital stock consists of (a) 16,000 shares of Common Stock, $25 par value ("Sherburne Common Stock"), of which 13,303 shares are issued and outstanding, (b) 500 shares of Class A Common Stock, $100 par value, none of which has been issued, and (c) 500 shares of Class B Common Stock, $100 par value, none of which has been issued. WHEREAS, prior to the Effective Time (hereinafter defined) additional shares of Sherburne Common Stock may be issued; WHEREAS, S-K-I's authorized capital stock consists of 5,000,000 shares of Common Stock, $10 par value ("S-K-I Common Stock"), of which 100 shares have been issued and are outstanding and owned by Sherburne. WHEREAS, EFG's authorized capital stock consists of 100 shares of Common Stock, $10 par value, all of which are issued and outstanding and owned by S-K-I. WHEREAS, the Boards of Directors of Sherburne, S-K-I and EFG deem it advisable that EFG be merged into Sherburne, upon the terms and subject to the conditions herein set forth and in accordance with the laws of the State of Vermont, with the result that Sherburne, which will continue to have the name Sherburne Corporation, will be the surviving corporation, the holders of the Common Stock of Sherburne immediately prior to the effectuation of the merger provided for herein (the "Merger") other than dissenting shareholders, if any, will become the holders of the Common Stock of S-K-I, and Sherburne will become a wholly- owned subsidiary of S-K-I; and WHEREAS, the Boards of Directors of Sherburne, S-K-I and EFG have duly approved this Agreement and Plan and authorized its execution and performance. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 MERGER 1.1 Merger. Subject to the terms and conditions of this Agreement and Plan, EFG shall be merged with and into Sherburne in accordance with the Vermont Business Corporation Act, the separate existence of EFG shall cease, and Sherburne, which shall continue to have the name Sherburne Corporation, shall be the surviving corporation (and as such is herein sometimes referred to as the "Surviving Corporation") and continue its corporate existence under the laws of the State of Vermont. The Surviving Corporation shall succeed, insofar as is permitted by law, to all the rights, assets, liabilities and obligations of EFG. 1.2 Effective Time of the Merger. The Merger shall become effective as of the ate and time (the "Effective Time") an appropriate certificate of merger with respect to the Merger is issued by the Secretary of State of the State of Vermont, following the due delivery of executed articles of merger with respect to the Merger to said Secretary of State, all in accordance with the Vermont Business Corporation Act. 1.3 Action by Parties. Prior to and at and after the Effective Time, each party hereto shall take all such action as may be necessary or appropriate on its part to be taken in order to effectuate the Merger and the provisions of this Agreement and Plan. In this connection, and not by way of limitation of the foregoing, S- K-I shall issue the shares of S-K-I Common Stock to which shares of Sherburne Common Stock shall be converted as provided in Article III hereof. ARTICLE II ARTICLES OF ASSOCIATION, BYLAWS AND DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION 2.1 Articles of Association. At the Effective Time, the Articles of Association of Sherburne Corporation as in effect immediately prior to the Effective Time shall be the Articles of Association of the Surviving Corporation. 2.2 Bylaws. At the Effective Time, the Bylaws of Sherburne as amended and in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation. 2.3 Directors and Officers. The directors and officers of Sherburne immediately prior to the Effective Time shall at the Effective Time become and be the directors and officers, respectively, of the Surviving Corporation until expiration of their then current terms as such, or their prior resignations, removals or deaths, subject to the Articles of Association and Bylaws of the Surviving Corporation. ARTICLE III CONVERSION AND EXCHANGE OF SHARES 3.1 Conversion. At the Effective Time, each of the following transactions shall occur simultaneously by virtue of the Merger and without any action on the part of any person: (a) Each share of Sherburne Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Sherburne Common Stock held by any persons who as of the Effective Time shall have taken all steps necessary to be taken as of the Effective Time to preserve their rights as dissenting shareholders to be paid the fair value of such shares in accordance with Section 2004 of the Vermont Business Corporation Act) shall be converted into and be one share of S- K-I Common Stock, validly issued, fully paid and nonassessable. (b) Each share of Common Stock of EFG issued and outstanding immediately prior to the Effective Time shall be converted into and be one share of Common Stock of the Surviving Corporation (the latter Common stock being referred to as the "Surviving Corporation Common Stock"), validly issued, fully paid and nonassessable. (c) All shares of S-K-I Common Stock issued and outstanding immediately prior to the Effective Time shall be deemed acquired by S-K-I, without any consideration being paid therefor, and be restored to the status of authorized and unissued shares. (d) Each option to purchase shares of Sherburne Common Stock granted by Sherburne under the 1982 Incentive Stock Option Plan and outstanding immediately prior to the Effective Time shall be converted into and be an option to purchase, upon the same terms and conditions (including the option exercise price per share) one share of S-K-I Common Stock for each share of Sherburne Common Stock which the holder of such option would have received had he exercised such option in full immediately prior to the Effective Time (whether or not such option was then exercisable). 3.2 Surrender and Exchange of Certificates. (a) At and after the Effective Time, each holder of an outstanding certificate or certificates theretofore representing shares of Sherburne Common Stock which by virtue of the Merger were converted into shares of S-K-I Common Stock may surrender the same to S-K-I for cancellation, and such holder shall be entitled upon such surrender to receive in exchange therefor a certificate or certificates representing the number of shares of S-K-I Common Stock into which the shares of Sherburne Common Stock theretofore represented by the certificate or certificates so surrendered shall have been converted as aforesaid. Until so surrendered and exchanged, each outstanding certificate which prior to the Effective Time represented shares of Sherburne Common Stock shall be deemed for all purposes other than the payment by S-K-I of dividends and other distributions, if any, to evidence ownership of the number of shares of S-K-I Common Stock into the shares of Sherburne Common Stock theretofore represented thereby shall have been converted at the Effective Time. Unless and until any such outstanding certificate formerly representing shares of Sherburne Common Stock is so surrendered and exchanged, no dividend or other distribution, if any, payable to holders of shares of S-K-I Common Stock shall be paid to the holder of such outstanding certificate in respect thereof. Upon surrender and exchange of any such outstanding certificate, however, there shall be paid to the record holder of the certificate or certificates evidencing shares of SKI Common Stock issued in exchange therefor the amount of dividends and other distributions, if any, which theretofore as of any date subsequent to the Effective Time were payable with respect to such shares of SKI Common Stock. If any such certificate representing shares of SKI Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall pay to SKI or the transfer agent for SKI Common Stock any transfer or other tax required by reason of such issuance, or shall establish to the satisfaction of SKI or such transfer agent that such tax has been paid. (b) At the Effective Time or any time thereafter and upon surrender by SKI to the Surviving Corporation of the outstanding certificate or certificates theretofore representing the shares of Common Stock of EFG, the Surviving Corporation shall deliver to SKI a certificate or certificates representing the shares of the Surviving Corporation Common Stock into which such shares of Common Stock of EFG were converted by virtue of the Merger. (c) Promptly after the Effective Time Sherburne shall surrender to SKI for cancellation, the outstanding certificate or certificates theretofore representing all shares of SKI Common Stock issued and outstanding immediately prior to the Effective Time. 3.3 Stock Transfer Books. The stock transfer books of Sherburne with respect to Sherburne Common Stock shall be closed at the Effective Time, and thereafter no transfer of any shares of Sherburne Common Stock will be recorded thereon. 3.4 Dissenting Shareholders. To the extent that at the Effective Time any shares of Sherburne Common Stock are held by any persons who as of the Effective Time shall have taken all steps necessary to be taken as of the Effective Time to preserve their rights as dissenting shareholders to be paid the fair value of such shares in accordance with Section 2004 of the Vermont Business Corporations Act, and such persons and rights are subsequently terminated (other than by payment to them pursuant to said Section 2004 or in settlement of said rights), such persons shall be entitled, on the basis and in the manner hereinabove set forth, to receive shares of SKI Common Stock and certificates therefor) in exchange for such shares of Sherburne Common Stock and certificates therefor. ARTICLE IV CONDITIONS Consummation of the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: 4.1 Shareholder Approval. This Agreement and Plan shall have been duly approved by (a) the affirmative vote of the holders of at least two- thirds of the shares of Sherburne Common Stock outstanding on the record date fixed for determining shareholders of Sherburne entitled to vote thereon, and (b) the affirmative vote of SKI as the holder of all of the outstanding Common Stock of EFG. ARTICLE V GENERAL 5.1 Termination and Abandonment. At any time prior to the Effective Time, this Agreement and Plan may be terminated and the Merger may be abandoned by the Board of Directors of Sherburne if such Board determines that the consummation of the Merger would for any reason be inadvisable or not in the best interests of Sherburne or its shareholders. 5.2 Amendment. This Agreement and Plan may be amended at any time prior to the Effective Time upon the authority of the Board of Directors of the parties hereto; provided, however, that it may not be amended after it has been approved by the shareholders of Sherburne in any manner which, in the judgment of the Board of Directors of Sherburne, would have a material adverse effect on the rights of such shareholders or in any manner not permitted under applicable law. 5.3 Headings. The headings set forth herein are for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement and Plan. 5.4 Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same instrument. 5.5 Governing Law. This Agreement and Plan shall be governed by and construed in accordance with the laws of the State of Vermont. IN WITNESS WHEREOF, this Agreement and Plan of Merger has been duly executed and delivered by the parties hereto as of the date first above written. SHERBURNE CORPORATION By: Preston L. Smith, President S-K-I LTD By: Preston L. Smith President EFG CORPORATION By: Joseph D. Sargent, President STATE OF VERMONT OFFICE OF SECRETARY OF STATE ARTICLES OF AMENDMENT OF SHERBURNE CORPORATION a corporation organized and existing under the laws of the State of Vermont with its registered office at Killington Road, Killington, Vermont 05751 called a meeting of the shareholders on the 12th day of January, 1985 to amend its Articles of Association as follows: to change the name of the corporation from Sherburne Corporation to: Killington, Ltd. At the time of the meeting there were 13,303 shares outstanding and 13,303 entitled to vote (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares). The number of shares voting for and against the amendment were (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares) 13,303 shares voted for the Amendment and no shares voted against the Amendment. Date: February 9, 1985 /s/ Martel D. Wilson, Jr. Martel D. Wilson, Jr., Vice President & Controller /s/ Susanne H. Smith Susanne H. Smith ARTICLES OF AMENDMENT OF KILLINGTON LTD. Killington Ltd., a corporation organized and existing under the laws of the State of Vermont in its registered office at Killington Road, Killington, Vermont 05751, called a meeting of its shareholders on April 12, 1989 to amend its Articles of Association as follows: 1. The second full paragraph of the Articles (which paragraph is immediately following the enumeration of the Corporation's powers) is amended to read as follows: "The foregoing purposes, rights and powers, are granted and are to be exercised only upon the condition that the requirements exacted by the laws of the State of Vermont are first fully complied with. To the extent such purposes, rights and powers are stated to be exercisable by the Board of Directors, such exercise shall be subject to powers which may be reserved in the Bylaws to the stockholders." 2. The sixth full paragraph of the Article is amended by the addition of the following sentence at the end of such paragraph: "Any issuance of shares or grant of options to purchase shares, and any purchase or grant of options to sell shares shall be subject to the approval of the stockholders of the Corporation as set forth in the Bylaws." 3. Subparagraph (1) of the ninth full paragraph of the Articles is amended in the following respects: First: The proviso that there shall be not less than three directors is deleted. Second: The provision for filling vacancies on the Board of Directors is amended to read as follows: "Any vacancy in the Board of Directors shall be filled only by the stockholders as provided in the Bylaws". 4. The provisions of subparagraph (2) of the ninth full paragraph of the Articles are amended by deleting the phrase "without the assent or vote of the stockholders" and substituting therefor "subject to any vote or approval of stockholders required by law or by the Bylaws." 5. The provisions for indemnification of directors and officers, set forth in subparagraph (5) of the ninth full paragraph of the Articles shall be subject to and superseded by any contrary provision relating thereto contained in the Bylaws. 6. The following new subparagraph (7) is added to the ninth full paragraph of the Articles: "(7) The Bylaws of the Corporation may be amended solely by action of the stockholders." At the time of the meeting there were 100 shares outstanding and 100 entitled to vote. The number of shares voting for the amendment were 100 shares voted for the Amendments and no shares voted against the Amendments. Date: April 21, 1989 /s/ Preston L. Smith President or Vice President /s/ Susanne H. Smith Susanne H. Smith Secretary Exhibit 3.24 BYLAWS OF KILLINGTON, LTD. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.25 ARTICLES OF ASSOCIATION The name of the corporation shall be DOVER CORPORATION. The initial registered agent shall be John D. Carbine with registered office at Rutland, Vermont 05701 (P.O. Box 310). The operating year shall be? Calendar Fiscal July 31 The period of duration shall be (if perpetual so state): Perpetual This corporation is organized for the purpose of: to buy, sell, lease, rent, service and otherwise deal in real estate and personal property including but not limited to the purchase and sale of food, malt, vinous and spiritous liquors as a licensee under the Vermont statutes and to operate a restaurant. To purchase, lease, construct, invest in, take over or otherwise acquire and hold, sell, improve, pledge, mortgage, exchange, convey or otherwise deal in and with and dispose of property, real or personal, of every kind or description, necessary, advisable and proper to carry on and promote the purposes of the corporation, and in connection therewith and to pledge or mortgage the assets and the property of said corporation to secure the same, and otherwise to do and perform any and all acts, matters and things incidental to or essential to the business of said corporation, including the purchase and sale of food and malt, vinous and spiritous liquors under the Vermont statutes. The enumeration of specific powers hereinbefore stated shall not be construed to limit or restrict in any manner the aforesaid general powers of the corporation. The aggregate number of shares the corporation shall have authority to issue is __ shares, preferred, with a par value of (if no par value, so state)__; 100 shares, common, with a par value of (if no par value, so state) no par value. The initial board of directors shall have 3 members (must be at least 3) with the following serving as directors until their successors be elected and qualify: Name Post Office Address John D. Carbine Rutland, Vermont Thomas M. Dowling Rutland, Vermont Thomas R. Anoe Rutland, Vermont Dated at City of Rutland, in the County of Rutland this 22nd day of July, 1977. Incorporators Post Office Address /s/ John D. Carbine John D. Carbine Rutland, Vermont ARTICLES OF AMENDMENT OF DOVER CORPORATION a corporation organized and existing under the laws of the State of Vermont, and having its registered office at West Dover in the county of Windham in said state, did hold a meeting of the shareholders of said corporation duly called for such purpose on the 1st day of May, 1979, did vote to amend its Articles of Association as follows: To change the name of the Corporation from Dover Corporation to: MOUNT SNOW LTD. At the time of the holding of the meeting, there were 100 shares outstanding and 100 entitled to vote (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares): 100 shares No Par Value Common Stock The number of shares voting for and against such amendment were (if the shares of any class were entitled to vote as a class, designate below the class and number of outstanding shares): 100 shares No Par Value Common Stock - for the amendment; No shares against the amendment Dated at Town of Sherburne in the County of Rutland this 4th day of May, 1979. /s/ Preston L. Smith /s/ Susanne H. Smith ARTICLES OF AMENDMENT OF MOUNT SNOW LTD. Mount Snow Ltd., a corporation organized and existing under the laws of the State of Vermont, with its registered office at Route 100, Dover, Vermont, called a meeting of its shareholders on April 12, 1989 to amend its Articles of Association by adding the following provisions for the management of the business and for the conduct of the affairs of the Corporation and for further defining, limiting and regulating the powers of the Corporation and its directors and stockholders: "Powers otherwise exercisable by the Board of Directors shall be subject to powers which may be reserved in the Bylaws to the stockholders." "The Bylaws of the Corporation may be amended solely by action of the stockholders." At the time of the meeting there were 100 shares outstanding and entitled to vote. The number of shares voting for the amendment were 100. Date: April 21, 1989 /s/ Preston L. Smith President or Vice President /s/ Susanne H. Smith Susanne H. Smith Secretary Exhibit 3.26 BYLAWS OF MT. SNOW LTD. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.27 ARTICLES OF INCORPORATION THE UNDERSIGNED, ACTING AS INCORPORATOR(S) OF A CORPORATION UNDER THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, ADOPT(S) THE FOLLOWING ARTICLES OF INCORPORATION FOR SUCH CORPORATION: FIRST: The name of the corporation is Waterville Valley Ski Area Ltd. (Note 1) SECOND: The number of shares the corporation is authorized to issue: Three Hundred (300) THIRD: The street address of the initial registered office of the corporation is 26 Main Street, Ashland, NH 03217 and the name of its initial registered agent at that office is John J. McCormack, Esq. FOURTH: The capital stock will be sold or offered for sale within the meaning of RSA 421-B. (New Hampshire Securities Act) (Note 2) FIFTH: The corporation is empowered to transact any and all lawful business for which corporations may be incorporated under RSA 293-A and the principal purpose or purposes for which the corporation is organized are: (Note 4) To carry on the business of a resort and recreational activities facilities, especially a snow sport recreational facility; to install and operate one or more ski lifts; to engage in the business of selling food and beverages; both alcoholic and non-alcoholic; to construct such facilities and improvements as may be necessary in connection with the same; and all of the incidental services that appertain to the same and to carry on any other lawful business whatsoever in connection with any of the foregoing which is calculated directly or indirectly to promote the interests of the corporation or to in any way enhance the value of the corporation. SIXTH: The name and address of each incorporator is: Name Address Frank Urso S-K-I Ltd., Killington Road, Killington, VT 05751 Dated August 30, 1994 /s/ Frank Urso Frank Urso Incorporator Mail fees, ORIGINAL, ONE EXACT OR CONFORMED COPY AND FORM 11-A (Note 2) to: Secretary of State, State House, Room 204, 107 North Main Street, Concord, NH 03301-4989 Exhibit 3.28 BYLAWS OF WATERVILLE VALLEY SKI AREA, LTD. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of New Hampshire. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in New Hampshire and the municipality or other place in New Hampshire where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without New Hampshire, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "New Hampshire" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under New Hampshire corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by New Hampshire corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by New Hampshire corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in New Hampshire. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by New Hampshire corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.29 STATE OF MAINE Certificate of Organization of a Corporation under the General Law. The undersigned officers of a corporation organized at Hallowell, County of Kennebec and State of Maine at a meeting of the signers of the articles of agreement therefor, duly called and held at Hallowell in the County of Kennebec on Tuesday the fifteenth day of March A.D. 1955, hereby certify as follows: The name of said corporation is Sugarloaf Mountain Corporation. The purposes of said corporation are: to acquire, own, operate and develop camping and outing resorts; to take over the stock and property of other companies, if deemed advisable; to lease, sublease, purchase, mortgage or sell land and/or equipment necessary for the conduct of the business; and to engage in the buying and selling of merchandise at such profits as it may deem advisable; and for the transaction of all other business incidental thereto and not inconsistent with the law. The amount of capital stock is two hundred seventy-five thousand dollars. The amount of common stock is twenty seven thousand five hundred shares. The amount of preferred stock is: The amount of capital stock already paid in is one hundred seventy dollars. The par value of the shares is ten dollars. The names and residences of the owners of said shares are as follows: Names Residences No. of Shares Common Preferred Amos G. Winter Kingfield 1 Maine Herbert L. Kingfield 1 Preston Maine William Waterville 1 Kierstead Maine Richard L. Camden Maine 1 Badger George Mendall Augusta Maine 1 H.R. Sturgis Augusta Maine 1 C. Richard Farmington 1 Luce Maine William W. Portland Maine 1 Poole Rand Stowell Dixfield Maine 1 Robert N. Bass Wilton Maine 1 George F. Bath Maine 1 Carey, 2nd Owen Haskell Yarmouth Maine 1 Robert T. Randolph Maine 1 Scott Fletcher Brown Falmouth Maine 1 Roscoe H. Kingfield 1 Durrell Maine Richard H. Farmington 1 Bell Maine William Vaughn Hallowell 1 Maine Said corporation is located at Kingfield in the County of Franklin The number of directors is seventeen and their names are: Robert N. Bass, C. Richard Luce, James P. Fling, Richard H. bell, Fletcher Brown, Horace Chapman, George F. Carey, 2nd, William F. Kierstead, George Mendall, Allen Quimby, Herbert Preston, Rand Stowell, Robert Scott, William Vaughn, Clarence Wyman, Amos G. Winter, Jr., Benjamin Butler The name of the Clerk is Richard H. Bell and his residence is Farmington, Maine. The undersigned, Robert N. Bass is president; the undersigned, James P. Fling is treasurer; and the undersigned, C. Richard Luce, George V. Mendall, William L. Vaughn, William f. Kierstead, Amos G. Winter, Jr., Robert T. Scott, Rand N. Stowell, Fletcher Brown, George F. Carey, 2nd are a majority of the directors of said corporation. Witness our hands this fifteenth day of March A.D. 1955. Robert N. Bass President James P. Fling Treasurer C. Richard Luce George V. Mendall William L. Vaughan William F. Kierstead Amos G. Winter Jr. Robert T. Scott Rand N. Stowell Fletcher Brown George F. Cary 2nd Directors Then personally appeared Robert N. Bass, James P. Fling, C. Richard Luce, George H. Mendall, William L. Vaughn, William F. Kierstead, Amos G. Winter Jr., Fletcher Brown and George F. Carey, 2nd and severally made oath to the foregoing certificate, that the same is true. Before me, Benjamin Butler Justice of the Peace State of Maine Attorney General's office, March 17, A.D. 1955 I certify that I have examined the foregoing certificate, and the same is properly drawn and signed, and is comformable to the constitution and laws of the state. James G. frost Deputy Attorney General State of Maine, Registry of Deeds Franklin, ss. March 21, 1955 The within is a true copy of a certificate of organization of SUGARLOAF MOUNTAIN CORPORATION, as filed and recorded in Franklin County, Maine, Registry of Deeds under date of March 21, A.D. 1955. Attest: /s/ Mimmie A. Blanchard, Registrar For Use By The Secretary of State File No. 148-10 Fee Paid $10 C.B. 340 Filed: 1-14-75 /s/ Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof at a meeting legally called and held on October 5, 1974. THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment respectively were as follows: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 27,279 18,671 1,633 Totals 27,279 18,671 1,633 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: The address of the registered office of the corporation in the State of Maine is 7 Broadway, Farmington, Maine 04938 SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Charles M. Skinner (signature) Charles M. Skinner, President (type or print name and capacity) By:* /s/ Robert A. Marden (signature) Robert A. Marden, Director designated (type or print name and capacity) by majority of Directors and Secretary Dated: January 8, 1975 I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Secretary *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A AMENDED ARTICLE That the Company's Articles of Incorporation, as amended, be further amended by deleting therefrom the words "The number of directors is seventeen", and inserting in their place the following words: "The number of directors shall be not less than nine no more than twelve." For Use By The Secretary of State File No. 148-10 Fee Paid $10 C.B. 341 Date 1-14-75 Deputy Secretary of State A True Copy When Attested by Signature /s/ Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof at a meeting legally called and held on October 5, 1974. THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment, respectively were as follows: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 27,279 18,251 2,117 Totals 27,279 18,251 2,117 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: The address of the registered office of the corporation in the State of Maine is 7 Broadway, Farmington, Maine 04938 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Secretary (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Charles M. Skinner (signature) Charles M. Skinner, President (type or print name and capacity) By:* /s/ Robert A. Marden (signature) Robert A. Marden, Director designated (type or print name and capacity) by majority of Directors and Secretary I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Secretary Dated: January 8, 1975 NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A AMENDED ARTICLE That the Company's Articles of Incorporation, as amended, be further amended by adding after the sentence inserted providing for the number of directors, the following words: "The directors shall be divided into three classes, each class to be as nearly equal in number as possible. The term of office of directors of the first class shall expire at the first annual meeting after their election; that of the second class shall expire at the second annual meeting after their election; and that of the third class at the third annual meeting after their election. At each annual meeting after the 1974 annual meeting, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting." For Use By The Secretary of State File No. 148-10 Fee Paid $25 C.B. 342 Date 1-14-75 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. STATE OF MAINE RESTATED ARTICLES OF INCORPORATION (Restatement by Shareholders Voting as One Class) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 809, the undersigned corporation adopts these Articles of Restatement: FIRST: As set out in detail in "THIRD", one or more classes of shares of the corporation were entitled to vote as one class on the restatement of its articles of incorporation set forth in Exhibit A attached hereto. SECOND: The said restatement was adopted by the shareholders thereof at a meeting legally called and held on October 5th, 1974. THIRD: On said date, the number of shares outstanding and entitled to vote on such restatement, and the number of shares voted for and against said restatement, respectively were as follows: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 27,279 18,466 1,560 FOURTH: If such restatement provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the restatement itself. FIFTH: If said restatement changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: The address of the registered office of the corporation in the State of Maine is 7 Broadway, Farmington, Maine 04938 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Secretary (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Charles M. Skinner (signature) Charles M. Skinner, President (type or print name and capacity) By:* /s/ Robert A. Marden (signature) Robert A. Marden, Director designated (type or print name and capacity) by majority of Directors and Secretary Dated: January 8, 1975 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A RESTATEMENT OF ARTICLES OF INCORPORATION FIRST: The name of said corporation is Sugarloaf Mountain Corporation and it is located at Sugarloaf Township in the County of Franklin and State of Maine. SECOND: The purposes of said Corporation are: To acquire, own, operate and develop camping and outing resorts; to take over the stock and property of other companies, if deemed advisable, to lease, sub-lease, purchase, mortgage or sell land and/or equipment necessary for the conduct of the business; and to engage in the buying and selling of merchandise at such profits as it may deem advisable; and for the transaction of all other business incidental thereto and not inconsistent with the law. THIRD: The amount of capital stock is Seven Hundred and Seventy- Five Thousand Dollars ($775,000.00). The amount of common stock is Seventy-Seven Thousand Five Hundred Shares (77,500). The par value of the shares is ten dollars ($10.00). FOURTH: The number of directors shall not be less than nine nor more than twelve. The directors shall be divided into three classes, each class to be as nearly equal in number as possible. The term of office of directors of the first class shall expire at the first annual meeting after their election; that of the second class shall expire at the second annual meeting after their election; and that of the third class at the third annual meeting after their election. At each annual meeting after the 1974 annual meeting, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. FIFTH: The name of its Clerk and Address of its registered office are: Benjamin Butler 7 Broadway Farmington, Maine 04938 For Use By The Secretary of State File No. 148-10 Fee Paid $10 C.B. 245 Date 10-15-80 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof at a meeting legally called and held on October 4, 1980. THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment , respectively were as follows: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 27,179 16,120 938 Totals 27,179 16,120 938 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: The address of the registered office of the corporation in the State of Maine is 44 Elm Street, Waterville, Maine 04901. MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Clerk (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert A. Marden, (signature) Robert A. Marden, Clerk (type or print name and capacity) Dated: October 8, 1989 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT RESOLVED: That the Articles of Incorporation of Sugarloaf Mountain Corporation as amended, be, and they hereby are, further amended by the addition of a new Article to read in its entirety as follows: "There are no pre-emptive rights" For Use By The Secretary of State File No. 550108D Fee Paid $20 and $10 C.B. 257 Date 10-14-82 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment to the Articles of Incorporation of the corporation set out in Exhibit A attached hereto was adopted by the shareholders thereof at a meeting legally called and held on October 2nd, 1982. THIRD: On said date, the number of shares outstanding and entitled to vote on such amendment, and the number of shares voted for and against said amendment , respectively were as follows: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 27,179 19,934 175 Totals 27,179 19,934 175 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) Common N/A 1,000,000 $1.00 The aggregate par value of all such shares (of all classes and series) having par value is $ 1,000,000. The total number of all such shares (of all classes and series) without par value is 0 shares. SIXTH: The address of the registered office of the corporation in the State of Maine is 44 Elm Street, Waterville, Maine 04901. MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. /s/ Robert A. Marden, Clerk (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert A. Marden (signature) Robert A. Marden, Clerk (type or print name and capacity) Dated: October 2, 1982 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT VOTED: That the Articles of Incorporation of Sugarloaf Mountain Corporation, as amended, be and they hereby are, further amended by deleting the provisions dealing with the amount of capital stock, the amount of Common Stock and the par value of the shares and substituting in their place an amended Article to read in its entirety as follows: "The amount of capital stock is one million dollars ($1,000,000). The amount of common stock is one million shares (1,000,000). The par value of the share is one dollar ($1.00)." For Use By The Secretary of State File No. 550108D Fee Paid $10 C.B. 394 Date 11-14-83 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on October 8, 1983, OR B. by unanimous written consent on THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 469,790 324,666 12,405 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: 44 Elm Street, Waterville, ME 04901 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert A. Marden, Clerk (signature) Robert A. Marden, Clerk (type or print name and capacity) Dated: October 11, 1983 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A VOTED: That the Articles of Incorporation of Sugarloaf Mountain Corporation, as amended, be and they hereby are, further amended, by deleting the first sentence of ARTICLE FOURTH which reads, "The number of directors shall not be less than nine nor more than twelve", and then substituting in its place the following sentence: "The number of directors shall not be less than nine nor more than fifteen." For Use By The Secretary of State File No. 550108D Fee Paid $10 C.B. 348 Date 11-2-84 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) of Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on October 6, 1984, OR B. by unanimous written consent on THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 482,781 366,044 5,375 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: 44 Elm Street, Waterville, ME 04901 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert A. Marden, Clerk (signature) Robert A. Marden, Clerk (type or print name and capacity) Dated: October 9, 1984 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT DATED OCTOBER 9, 1984 OF SUGARLOAF MOUNTAIN CORPORATION VOTED: That the Articles of Incorporation of Sugarloaf Mountain Corporation, as amended, be and they hereby are, further amended, by deleting the first sentence of ARTICLE FOURTH which reads, "The number of directors shall not be less than nine nor more than fifteen.", and substituting in its place the following sentence: "The number of Directors shall be not less than nine nor more than fifteen with increases or decreases within such limits to be authorized by a resolution of the Directors. For Use By The Secretary of State File No. 550108D Fee Paid $10 C.B. Date 10-29-85 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on October 12, 1985, OR B. by unanimous written consent on THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 494,881 299,545 3256 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: 44 Elm Street, Waterville, ME 04901 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert A. Marden, Clerk (signature) Robert A. Marden, Clerk (type or print name and capacity) Dated: October 17, 1985 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. SUGARLOAF MOUNTAIN CORPORATION EXHIBIT A TO ARTICLES OF AMENDMENT DATED OCTOBER 17, 1985 VOTED: That the Articles of Incorporation of Sugarloaf Mountain Corporation, as amended, be and they hereby are, further amended, by the addition of a new Article SEVENTH to read in its entirety: SEVENTH: 1. The affirmative vote or consent of the holders of ninety-five percent (95%) of all shares of stock of the Company entitled to vote in elections of Directors, considered for the purposes of this Article SEVENTH as one class, shall be required for the adoption or authorization of a business combination (as hereinafter defined) with any other entity (as hereinafter defined) if, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto, such other entity is the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the then outstanding voting shares of the Company, considered for the purposes of this Article SEVENTH as one class; provided that such ninety-five percent (95%) voting requirement shall not be applicable if: (a) The cash, or fair market value of other consideration, to be received per share by common shareholders of the Company in such business combination bears the same or a greater percentage relationship to the market price of the Company's common shares immediately prior to the announcement of such business combination as the highest per share price (including brokerage commissions and/or soliciting dealers' fees) which such other entity has theretofore paid for any of the common shares of the Company already owned by it bears to the market price of the common shares of the Company immediately prior to the commencement of acquisition of the Company's common shares by such other entity; (b) The cash, or fair market value of other consideration, to be received per share by common shareholders of the Company in such business combination (i) is not less than the highest per share price (including brokerage commissions and/or soliciting dealers' fees) paid by such other entity in acquiring any of its holdings of the Company's common shares, and (ii) is not less than the earnings per common share of the Company for the four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on such business combination, multiplied by the then price/earnings multiple (if any) of such other entity as customarily computed and reported in the financial community; (c) After such other entity has acquired thirty percent (30%) or more of the then outstanding voting shares of the Company, considered for the purposes of this Article SEVENTH as one class, and prior to the consummation of such business combination: (i) such other entity shall have taken steps to insure that the Company's Board of Directors included at all times representation by continuing Director(s) (as hereinafter defined) proportionate to the shareholdings of the Company's public common shareholders not affiliated with such other entity (with a continuing Director to occupy any resulting fractional board position); (ii) there shall have been no reduction in the rate of dividends payable on the Company's common shares except as necessary to insure that a quarterly dividend payment does not exceed 15% of the net income of the Company for the four full consecutive fiscal quarters immediately preceding the declaration date of such dividend, or except as may have been approved by a unanimous vote of the Directors; (iii) such other entity shall not have acquired any newly issued share of stock, directly or indirectly, from the Company (except upon conversion of convertible securities acquired by it prior to obtaining its thirty percent (30%) or more of the then outstanding voting shares of the Company, considered for purposes of this Article SEVENTH as one class, or as a result of a pro rata stock dividend or stock split); and (iv) such other entity shall not have acquired any additional common shares of the Company or securities convertible into common shares except as a part of the transaction which results in such other entity acquiring its thirty percent (30%) or more of the then outstanding voting shares of the Company, considered for purposes of this Article SEVENTH as one class; (d) Such other entity shall not have (i) received the benefit, directly or indirectly (except proportionately as a shareholder) of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Company, or (ii) made any major change in the Company's business or equity capital structure without the unanimous approval of the Directors, in either case prior to the consummation of such business combination; and (e) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to public shareholders of the Company for the purpose of soliciting shareholder approval of such business combination and shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the business combination which the continuing Directors, or any of them, may choose to state and, if deemed advisable by a majority of the continuing Directors, an opinion of a reputable investment banking firm as to the fairness (or not) of the terms of such business combination, from the point of view of the remaining public shareholders of the Company (such investment banking firm to be selected by a majority of the continuing Directors and to be paid a reasonable fee for their services by the Company upon receipt of such opinion). The provisions of this Article SEVENTH shall also apply to a business combination with any other entity which at any time has been the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the outstanding voting shares of the Company, considered for the purposes of this Article SEVENTH as one class, notwithstanding the fact that such other entity has reduced its holdings of voting shares below such thirty percent (30%) if, as of the record date for the determination of shareholders entitled to notice of and to vote on or consent to the business combination, such other entity is an "affiliate" of the Company (as hereinafter defined). 2. As used in this Article SEVENTH, (a) the term "other entity" shall include any corporation, person or other entity and any other entity with which it or its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of stock of the Company, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on August 15, 1985, together with the successors and assigns of such persons in any transaction or series of transactions not involving a public offering of the Company's stock within the meaning of the Securities Act of 1933; (b) an other entity shall be deemed to be the beneficial owner of any shares of stock of the Company which the other entity (as defined above) has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (c) the outstanding shares of any class of stock of the Company shall include shares deemed owned through application of clause (b) above but shall not include any other shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise; (d) the term "business combination" shall include any merger or consolidation of the Company with or into any other entity, or the sale or lease of all or any substantial part of the assets of the Company to any other entity, or any sale or lease to the Company or any subsidiary thereof in exchange for securities of the Company of any assets (except assets having an aggregate fair market value of less than $1,000,000) of any other entity; (e) the term "continuing Director" shall mean a person who was a member of the Board of Directors of the Company elected by the public shareholders prior to the time that such other entity acquired in excess of ten percent (10%) of the voting shares of the Company, considered for the purposes of this Article SEVENTH as one class, or a person recommended to succeed a continuing Director by a majority of continuing Directors; and (f) for the purpose of subparagraphs 1(a) and (b) of this Article SEVENTH the term "other consideration to be received" shall mean common shares of the Company retained by its existing public shareholders in the event of a business combination with such other entity in which the Company is the surviving corporation. 3. A majority of the continuing Directors shall have the power to determine for the purposes of this Article SEVENTH on the basis of information known to them whether (a) such other entity beneficially owns, directly or indirectly, thirty percent (30%) or more of the outstanding voting shares of the Company, considered for the purposes of this Article SEVENTH as one class, (b) an other entity is an "affiliate" or "associate" (as defined above) of another, (c) an other entity has an agreement, arrangement or understanding with another, or (d) the assets being acquired by the Company, or any subsidiary thereof, have an aggregate fair market value of less than $1,000,000. 4. No amendment to the Articles of Incorporation of the Company shall amend, alter, change or repeal any of the provisions of this Article SEVENTH, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of ninety-five percent (95%) of all outstanding voting shares of the Company, considered for the purposes of this Article SEVENTH as one class; provided that this paragraph 4 shall not apply to, and such ninety-five percent (95%) vote or consent shall not be required for, any amendment, alteration, change or repeal recommended to the shareholders by the Board of Directors of the Company, provided, however, that at least eighty percent (80%) of the Directors vote in favor of such recommendation, and provided further that at least eighty percent (80%) of the Directors are persons who would be eligible to serve as "continuing Directors" within the meaning of paragraph 2 of this Article SEVENTH. 5. Nothing contained in this Article SEVENTH shall be construed to relieve any other entity from any fiduciary obligation imposed by law; and FURTHER VOTED: That the proper officers of Sugarloaf Mountain Corporation be, and they hereby are, authorized and directed to file Articles of Amendment with the Secretary of State of the State of Maine setting forth such amendment to the Articles of Incorporation, as heretofore amended. For Use By The Secretary of State File No. 19550108D Fee Paid $10 C.B. Date 5-20-87 For Use By The Secretary of State Filed April 7, 1987 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment Pursuant to Court Order) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 807 and 810, the undersigned corporation adopts these Articles of Amendment: FIRST: Outstanding shares were not entitled to vote on the Amendment set out in Exhibit 1 attached hereto. SECOND: The Amendment was approved and directed to be filed by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095 captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors. THIRD: The Amendment does not provide for any exchange, reclassification or cancellation of issued shares. FOURTH: The Amendment does not change the number of par values of authorized shares. FIFTH: The name of the clerk and the corporation's registered office appearing on the record in the Secretary of State's Office are: Robert A. Marden, 44 Elm Street, Waterville, Maine 04901. SIXTH: The name of the new clerk and the corporation's new registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. DATED: April 4, 1987 SUGARLOAF MOUNTAIN CORPORATION By: /s/ Warren C. Cook Warren C. Cook, President I, Warren C. Cook, hereby certify, this 4th day of April, 1987, that the Amendment annexed hereto as Exhibit 1 was adopted and these Articles of Amendment were directed to be executed and filed by me by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095, captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors, which Order confirmed the Joint Plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside dated February 24, 1987. /s/ Warren C. Cook Warren C. Cook EXHIBIT 1 TO ARTICLES OF AMENDMENT OF SUGARLOAF MOUNTAIN CORPORATION DATED APRIL 4, 1987 Amendment to Articles of Incorporation of Sugarloaf Mountain Corporation 1. Article "FOURTH" is deleted in its entirety and the following is inserted in its place: FOURTH: The number of Directors constituting the entire Board of Directors shall be eighteen (18) and the names and addresses of the persons who shall serve as Directors until the next annual meeting of the Stockholders and until their successors are elected and shall qualify are: Warren C. Cook Stephen W. Foss Sugarloaf Mountain Foss Manufacturing Corporation 231 Neck Road Kingfield, ME 04947 Wardhill, P.O. Box 277 H. King Cummings Haverhill, MA 01830 Sugarloaf Mountain Corporation Kingfield, ME 04947 James Michael Seed 192 Cedar Street Kenneth Nelson East Greenwich, RI 02818 Nelson & Smell 212 Canco Road Paul Bucha Portland, ME 04103 Port Liberte The Sperry Group Duane D. Fitzgerald 30 Montgomery St., Suite 1320 746 High Street Jersey City, NJ 07032 P.O. Box 651 Bath, ME 04530 William S. Dodge Classic Oldsmobile Cadillac J. Michael Conley Route 1 at Depot Road 746 High Street Falmouth, ME 04105 P.O. Box 651 Bath, ME 04530 Joseph O'Donnell 96 Broadway Peter Webber Boston, MA 02116 The Sugarloaf Inn Resort Jerry Muth Carrabassett Valley, Sugarloaf Mountain Corporation ME 04947 Kingfield, ME 04947 Arthur M. Sibley F. Gordon Hamlin The Sugarloaf Inn The Dartmouth Company Resort 486 Congress Street Carrabassett Valley, P.O. Box 4570 ME 04947 Portland, ME 04412 Joseph Sewall James W. Sewall Company 147 Center Street Old Town, ME 04468 Lloyd Cutler Carrabassett Valley, ME 04947 Charles D. McKee Tucker Anthony Paul Choquette 413 Congress Street 7 Jackson Walkway Portland, ME 04101 Providence, RI 02903 2. Article "FIFTH" is deleted in its entirety and the following is inserted in its place: FIFTH: The name of its Clerk and Address of its registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. 3. The following new Article "SIXTH" is added: SIXTH: The provisions of 13-A M.R.S.A. 910 shall not be applicable to the Corporation. For Use By The Secretary of State File No. 19550108D Fee Paid $1880-$10 C.B. Date August 2, 1987 For Use By The Secretary of State Filed June 9, 1987 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment Pursuant to Court Order) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 807 and 810, the undersigned corporation adopts these Articles of Amendment: FIRST: Outstanding shares were not entitled to vote on the Amendment set out in Exhibit 1 attached hereto. SECOND: The Amendment was approved and directed to be filed by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095 captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors. THIRD: The Amendment provides for an exchange, reclassification or cancellation of issued shares. The manner in which the same shall be effected is contained in Exhibit 2 attached hereto. FOURTH: The Amendment changes the number and par values of authorized shares. The number and par values of authorized shares which the corporation has authority to issue after giving effect to the Amendment are follows: CLASS SERIES (IF NUMBER OF PAR ANY) SHARES VALUE (IF ANY) Serial Issuable in 6,000,000 None Preferred Series as Stock Determined by the Board of Directors Class A None 16,000,000 $.10 Common Stock Class B None 600,000 $1.00 Common Stock The aggregate par value of all such shares (of all classes and series) having par value is $2,200,000. The total number of all such shares (of all classes and series) without par value is $6,000,000 shares. FIFTH: The name of the clerk and the corporation's registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. DATED: June 1, 1987 SUGARLOAF MOUNTAIN CORPORATION By: /s/ Warren C. Cook Warren C. Cook, President I, Warren C. Cook, hereby certify, this 1st day of June, 1987, that the Amendment annexed hereto as Exhibit A was adopted and these Articles of Amendment were directed to be executed and filed by me by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095, captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors, which Order confirmed the Joint Plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside dated February 24, 1987. /s/ Warren C. Cook Warren C. Cook EXHIBIT 1 TO ARTICLES OF AMENDMENT OF SUGARLOAF MOUNTAIN CORPORATION DATED JUNE 1, 1987 Amendment to Articles of Incorporation of Sugarloaf Mountain Corporation The test of the Articles of Incorporation is deleted in its entirety and the following is inserted in its place: AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION OF SUGARLOAF MOUNTAIN CORPORATION FIRST: NAME The name of the Corporation is Sugarloaf Mountain Corporation and it is located at Town of Carrabassett Valley, Franklin County, Maine. SECOND: CLERK; REGISTERED OFFICE The name of the Clerk of the Corporation, who is a Maine resident, and the address of the registered office of the Corporation shall be: Robert H. Turner Sugarloaf Mountain Corporation Town of Carrabassett Valley, Maine 04947 THIRD: DIRECTORS A. Number (a) The number of Directors constituting the entire Board of Directors of the Corporation shall be not less than three (3) nor more than twenty-one (21). The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, but no decrease in the number of Directors constituting the Board of Directors shall shorten the terms of any incumbent Director. At the 1987 annual meeting of stockholders, the Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1988 annual meeting of stockholders, the term of office of the second class to expire at the 1989 annual meeting of stockholders and the term of office of the third class to expire at the 1990 annual meeting of stockholders, and with each class to hold office until its successors are elected and qualified. At each annual meeting of stockholders following such initial classification and election, Directors elected to succeed those whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. (b) Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall only be filled by a majority vote of the Directors then in office though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires. FOURTH: CAPITALIZATION A. Capital Stock (1) Shares. The number of shares of stock which the Corporation shall be authorized to issue shall be (i) 6,000,000 shares of Serial Preferred Stock, having no par value, which may be divided into and issued in series as hereinafter provided, (ii) 16,000,000 shares of Class A Common Stock having a par value of $.10 per share, and (iii) 600,000 shares of Class B Common Stock having a par value of $1.00 per share, redeemable by and at the option of the Corporation as hereinafter provided. (2) Definitions. The Class A Common Stock and the Class B Common Stock are sometimes hereinafter collectively referred to as the Common Stock. The preferences and voting powers of the Serial Preferred Stock and the Common Stock, the restrictions and qualifications thereof and the limits of the variations in each series of the Serial Preferred Stock are set forth below. For the purposes of this Article, the term "junior stock" shall mean Common Stock and shares of stock of the Corporation of any other class ranking junior to shares of Serial Preferred Stock either in respect of the payment of dividends or in respect of any payment upon liquidation, dissolution or winding up of the Corporation. B. Serial Preferred Stock (1) General. (a) The Serial Preferred Stock shall consist of 6,000,000 shares having no par value. The shares of Serial Preferred Stock may be divided and issued in one or more series from time to time as determined by resolution of the Board of Directors. Each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. All shares of the Serial Preferred Stock, regardless of series, shall be identical except that the Board of Directors, prior to the issuance of any shares of a particular series of the Serial Preferred Stock, may fix and determine the following relative rights and preferences as between different series: (i) The number of shares to constitute such series and the distinctive serial designation thereof; (ii) The rate or rates of dividend, which may be subject to adjustment, whether dividends are to be cumulative and the terms and conditions thereof; (iii) Whether shares may be redeemed, and, if so, the redemption price or prices and the terms and conditions of redemption; (iv) The amounts payable upon shares in the event of voluntary and involuntary liquidation; (v) Sinking fund provisions, if any, for the redemption or purchase of shares; (vi) The terms and conditions, if any, on which shares may be converted; and (vii) The voting rights. (b) The Board of Directors may create and issue shares of any series of the Serial preferred Stock convertible, exchangeable or redeemable, at the option of either the Corporation or the holder or upon the happening of a specified event or events, into or for cash, property or rights, including bonds, debentures, notes, or other securities of the Corporation or another corporation, at such time or times, price or prices or rate or rates, and with such adjustments, as shall be stated in the resolution of the Board of Directors for the issue of such shares. The Board of Directors may by resolution fix and determine adjustments to the dividend rate or rates. (2) Dividends. (a) The holders of outstanding shares of Serial Preferred Stock shall be entitled to receive, as and when declared by the Board of Directors out of any funds legally available for the purpose, cash dividends at the dividend rate or rates fixed for the particular series, and no more, payable in cash quarterly on the last day of March, June, September and December of each year. (b) So long as any shares of Serial Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the Common Stock of the Corporation or any other stock of the Corporation raking as to dividends or distribution of assets junior to the shares of Serial Preferred Stock, unless dividends with respect to the same dividend period shall have been paid or declared and set apart for payment upon all outstanding shares of Serial Preferred Stock at the date of such declaration. (3) Liquidation. In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of shares of Serial Preferred Stock shall be entitled to be paid out of the assets of the Corporation, before any distribution or payment is made to or set apart for the holders of any shares of junior stock, the amount fixed for the particular series, plus, in each case, an amount equal to all unpaid dividends accrued thereon, if any, and that portion of the quarterly dividend accrued thereon, if any, up to the date of final payment or distribution to such holders. In case the net assets of the Corporation are not sufficient to pay the holders of all outstanding shares of Serial Preferred Stock the full amounts to which they are respectively entitled as aforesaid, the entire net assets of the Corporation shall be distributed ratably to the holders of all the outstanding shares of Serial Preferred Stock in proportion to the full amounts to which they are respectively entitled. Neither the merger or consolidation of the Corporation into or with any one or more other corporations nor the sale, conveyance, exchange or transfer of all or substantially all the property or assets of the Corporation shall be deemed a liquidation, dissolution or winding up of the Corporation, voluntary or involuntary. C. Common Stock (1) Class A Common Stock. The Class A Common Stock shall consist of 16,000,000 Shares having a par value of $.10 per share. (2) Class B Common Stock. (A) The Class B Common Stock shall consist of 600,000 shares having a par value of $1.00 per share and shall be issued only in exchange for, on a share for share basis, shares of capital stock of the Corporation issued and outstanding immediately prior to the filing of these Articles. Shares of Class B Common Stock shall not be (i) subdivided into a greater number of shares, (ii) combined into a smaller number of shares, or (iii) reclassified as a new class of shares of capital stock of the Corporation. (b)(i) The Corporation may (A) at any time prior to July 1, 1990, upon the vote of a majority of the Board of Directors, redeem all or any portion of the shares of Class B Common Stock for $2.50 per share out of earned or capital surplus, and upon such other terms and conditions as the Board of Directors shall fix, (B) at any time on or after July 1, 1990 and prior to July 1, 1991, upon the vote of a majority of the Board of Directors, redeem all or any portion of the then outstanding shares of Class B Common Stock for $3.00 per share out of earned or capital surplus, and upon such other terms and conditions as the Board of Directors shall fix, and (C) at any time on or after July 1, 1991 and prior to July 1, 1992, upon the vote of a majority of the Board of Directors, redeem all or any portion of the then outstanding shares of Class B Common Stock for $3.25 per share out of earned or capital surplus, and upon such other terms and conditions as the Board of Directors shall fix. If less than all of the outstanding shares of Class B Common Stock are to be redeemed at any time, the shares to be redeemed shall be selected by lot or pro rata or in such manner as the Board of Directors shall determine. (ii) Notice of redemption setting forth the redemption price, such redemption date, the place of redemption and the shares called for redemption shall be mailed by registered mail, postage pre-paid, at least 30 days but not more than 60 days before such redemption date to each holder of record (as of such record date as may have been fixed therefor by the Board of Directors) of shares of Class B Common Stock to be redeemed, at his address as shown on the books of the Corporation, but no failure by the Corporation to mail such notice or defect therein or in the mailing thereof shall affect the validity of redemption of any shares of Class B Common Stock so to be redeemed. (iii) Unless the Corporation shall default in providing moneys at the time and place specified for the payment of the redemption price, all rights of the holders of Class B Common Stock (other than the right to receive the redemption price) shall cease from and after the date fixed in the notice of redemption as the date of redemption. The Corporation shall have the right, on the date on which notice of redemption has been given as above provided or any subsequent date prior to the date of redemption, to deposit in trust with a bank or trust company an amount equal to the aggregate redemption price of the shares of Class B Common Stock to be redeemed for payment (on or before the date fixed for redemption) of such amount to the holders of shares so to be redeemed; and in the event of such deposit (the fact and date of which shall be set forth in the notice of redemption together with the name and address of the bank or trust company), all rights of the holders of shares of Class B Common Stock to be redeemed shall cease from and after the date of such deposit other than the right to receive the redemption price. (iv) Any interest accrued on moneys deposited by the Corporation pursuant to the preceding paragraph shall belong to the Corporation and be paid to it from time to time. Any funds so deposited by the Corporation and unclaimed at the end of seven years from the date fixed for redemption, shall be paid to the Corporation, after which repayment the holders of shares of Class B Common Stock so called for redemption shall look only to the Corporation for the payment thereof, without interest. (v) All shares of Class B Common Stock redeemed, retired or purchased by the Corporation shall be automatically canceled. (c)(i) On and after July 1, 1992, the holder of any shares of Class B Common Stock which have not been redeemed by the Corporation in accordance with the foregoing paragraph shall have the right to convert such shares into fully paid and non-assessable shares of Class A Common Stock on a share for share basis, provided, however, that such conversion rate shall be subject to adjustment as set forth below. (ii) If the Corporation shall (a) subdivide the outstanding shares of Class A Common Stock into a larger number of shares, (b) combine the outstanding shares of Class A Common Stock into a smaller number of shares, or (c) issue by reclassification of the Class A Common Stock any shares of capital stock of the Corporation, then the conversion rate in effect immediately prior thereto shall be adjusted so that the holder of any share of Class B Common Stock surrendered for conversion on or after July 1, 1992 shall be entitled to receive the number of shares of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above had such shares of Class B Common Stock been converted immediately prior to the happening of such event. (iii) In case of any capital reorganization of the Corporation, or in case of the consolidation or merger of the Corporation with or into another corporation, or in case of the sale, transfer or other disposition of all or substantially all of the property, assets or business of the Corporation as a result of which sale, transfer or other disposition property other than cash shall be payable or distributable to the holders of the Class A Common Stock, each share of Class B Common Stock shall be convertible on and after July 1, 1992 into the number and class of shares or other securities or property of the Corporation, or of the corporation resulting from such consolidation or merger or to which such sale, transfer or other disposition shall have been made, to which the Class A Common Stock otherwise issuable upon conversion of such share of Class B Common Stock would have been entitled upon such reorganization, consolidation, merger, or sale, transfer or other disposition if outstanding at the time thereof; and in any such case appropriate adjustment, as determined by the Board of Directors, shall be made in the application of the provisions set forth in this paragraph (c) with respect to the conversion rights thereafter of the holders of the Class B Common Stock, to the end that such provisions shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares or securities or other property thereafter issuable or deliverable upon the conversion of Class B Common Stock. Proper provision shall be made as a part of the terms of any such consolidation, merger or sale, transfer or other disposition whereby the conversion rights of the holders of Class B Common Stock shall be protected and preserved in accordance with the provisions of this sub-paragraph (iii). The provisions of this subparagraph (iii) shall similarly apply to successive capital reorganizations, consolidations, mergers, sales, transfers or other dispositions of property as aforesaid. (iv) Whenever on or after July 1, 1992 the conversion rate shall be adjusted as provided in subparagraph (ii) of this paragraph (c) the Corporation, as soon as practicable and in no event later than ten full business days thereafter, shall file with the transfer agent for the Class B Common Stock a statement signed by the President, any Vice President or the Treasurer of the corporation, stating the adjusted conversion rate determined as provided in said subparagraph (ii) and setting forth in reasonable detail the facts requiring such adjustment, and shall promptly mail a copy of such statement to each holder of Class B Common Stock at his address then appearing on the record books of the Corporation. The transfer agent shall be fully protected in relying on such statement and shall be under no duty to examine into the truth or accuracy thereof. If any question shall at any time arise with respect to the adjusted conversion rate, such question shall be determined by a firm of independent public accountants selected by the Corporation, who may be the Corporation's auditors, and such determination shall be binding upon the Corporation and the holders of the Common Stock. (v) If on or after July 1, 1992 the Corporation shall propose to effect any reclassification of its Class A Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding Class A Common Stock), or to effect any capital reorganization, or shall propose to consolidate with or merge into another Corporation, or to sell, transfer or otherwise dispose of all or substantially all of its property, assets or business, or the Corporation shall propose to liquidate, dissolve or wind up, then, in each such case, the Corporation shall file with the transfer agent for the Class B Common Stock and shall mail to the holders of record of the Class B Common Stock at their respective addresses then appearing on the record books of the Corporation notice of such proposed action, such notice to be filed and mailed at least 30 days prior to the record date for the purpose of determining holders of the Class A Common Stock entitled to vote with respect to such action or, if no record date is taken for any such purpose, the date of the taking on which such reclassification, reorganization, consolidation, merger, liquidation, dissolution or winding-up shall take place, as the case may be, and the date of participation therein by the holders of Class A Common Stock if any such date is to be fixed. Such notice shall set forth such facts with respect thereto as shall be reasonably necessary to inform the holders of such shares as to the effect of such action upon their conversion rights. Failure to file any certificate or notice or to mail any notice, or any defect in any certificate or notice, pursuant to this subparagraph (v), shall not affect the legality or validity of any adjustment, dividend, distribution or right referred to herein. (vi)(a) Any holder of shares of Class B Common Stock desiring to convert the same into Class A Common Stock on or after July 1, 1992, shall surrender the certificate or certificates for such shares of Class B Common Stock at the office of the transfer agent therefor or at such other offices or agencies of the Corporation, if any, as the Board of directors may determine, which certificate or certificates, if the Corporation shall so request, shall be duly endorsed or assigned to the Corporation or in blank, together with a written request for conversion and accompanied by funds in the amount of any tax or taxes payable in respect of any transfer involved in the issue and delivery of certificates for shares of Class A Common Stock in a name other than that of the record holder of the shares of Class B Common Stock so surrendered for conversion. (b) The Corporation will as soon as practicable after such surrender for conversion of certificates for shares of Class B Common Stock, accompanied by the written request therefor above prescribed, issue and deliver at the office at which such certificates for shares of Class B Common Stock shall have been surrendered to the person for whose account such shares of Class B Common Stock were so surrendered, or to his nominee or nominees, certificates for the number of whole shares of Class A Common Stock to which he shall be entitled as aforesaid, together with an adjustment in cash for any fraction of a share as hereinafter provided, if not evenly convertible. Such conversion shall be deemed to have been made as of the date of such surrender of the certificates for shares of Class B Common Stock to be converted; and the person or persons entitled to receive the shares of Class A Common Stock issuable upon the conversion of such shares of Class B Common Stock shall be treated for all purposes as the record holders of such Class A Common Stock on such date. However, the Corporation shall not be required to convert, and no surrender of shares of Class B Common Stock shall be effective for that purpose, while the stock transfer books of the Corporation are closed for any purpose; but the surrender of shares of Class B Common Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books, at the rate in effect at the date of such surrender. (vii) The Corporation shall not be required to issue fractional shares of Class A Common Stock or scrip upon conversion of shares of Class B Common Stock. As to any final fraction of a share of Class A Common Stock which the same record holder of one or more shares of Class B Common Stock would otherwise be entitled to upon conversion of shares of Class B Common Stock in the same transaction, the Corporation shall pay a cash adjustment in respect of such final fraction in an amount equal to the same fraction, if the Class A Common Stock is listed or admitted to trading on a securities exchange, of the last sales price (or bid price if there were no sales) per share on such securities exchange on the business day which next precedes the date of conversion or, if such Class A Common Stock is not so listed, of the market price per share (as determined in a manner prescribed by the Board of Directors of the Corporation) at the close of business on the business day which next precedes the date of conversion. (viii) The Corporation will pay any documentary stamp taxes attributable to the initial issuance of shares of Class A Common Stock upon conversion of any shares of Class B Common Stock pursuant hereto, provided, however, that the Corporation shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue or delivery of any certificates for shares of Class A Common Stock in a name other than that of the registered holder of shares of Class B Common Stock in respect of which such shares of Class A Common Stock are issued. (ix) The Corporation shall at all times on and after July 1, 1992 reserve and keep available, out of its treasury stock or authorized and unissued stock, or both, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all shares of Class B Common Stock from time to time outstanding. The Corporation shall at all times take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Class A Common Stock upon conversion of shares of Class B Common Stock. (3) Dividends. The holders of Common Stock, without regard to whether they hold Class A Common Stock or Class B Common Stock, shall be entitled to such dividends as may be declared from time to time by the Board of Directors, subject to the restrictions set forth in Paragraph (2)(b) of Section B of this Article. (4) Liquidation. In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Common Stock, without regard to whether they hold Class A Common Stock or Class B Common Stock, shall be entitled to participate pro rata in the net assets of the corporation remaining after distributions to Serial Preferred Stock as provided in Paragraph 3 of Section B of this Article. D. General. (1) Voting Rights. (a) At each meeting of stockholders of the Corporation, each holder of Common Stock, without regard to whether he holds Class A Common Stock or Class B Common Stock, shall be entitled to one vote for each share held. (b) Subject to subparagraph (c) below, the holders of Serial Preferred Stock shall have such voting rights as may be fixed and determined by the Board of Directors for the particular series pursuant to Paragraph 1(a) of Section B of this Article. (c) The Corporation may not issue any nonvoting equity securities. As to the several classes of securities possessing voting power, there shall be an appropriate distribution of such power among such classes, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends. (d) There shall be no cumulative voting rights. (2) Preemptive Rights. There are no preemptive rights. (3) Issuance of Stock. Subject to the restrictions set forth in Paragraph 2(a) of Section C of this Article, the authorized but unissued shares of capital stock of the Corporation may be issued from time to time in such amounts and upon such terms and conditions, not inconsistent with the laws of Maine or this Article, and for such consideration in cash, property, including stock or securities of other corporations, or services as the Board of Directors may determine. The Board of Directors may create and issue bonds, debentures, notes and other securities convertible into shares of capital stock of the Corporation, or (if and to the extent then permitted by law) of another corporation, and may also create and issue stock options and warrants entitling the holders thereof to purchase shares of capital stock of the Corporation on such terms and conditions, but not inconsistent with the laws of Maine or this Article, as the Board of Directors may from time to time determine. FIFTH: CONTROL TRANSACTIONS The provisions of 13-A M.R.S.A. 910 shall not be applicable to the Corporation. EXHIBIT 2 TO ARTICLES OF AMENDMENT OF SUGARLOAF MOUNTAIN CORPORATION DATED JUNE 1, 1987 Manner of Exchange of Outstanding Shares Section 1. General. Pursuant to the Joint plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside, Debtors (the "Plan"), filed in the United States Bankruptcy Court, District of Maine, and approved by Order Confirming Joint Plan of Reorganization for Sugarloaf Mountain Corporation and Mountainside (the "Order"), upon the filing of these Articles of Amendment (the "Effective Date") the Plan shall become effective pursuant to the Order. Section 2. Exchange. On the Effective Date each share of Common Stock, par value $1.00 per share (the "Old Stock") of Sugarloaf Mountain Corporation (the "Company") outstanding on the Effective Date shall, in accordance with the Plan and the Order, and pursuant to Section 810 of the Maine Business Corporation Act, 13-A M.R.S.A. Section 810, and without further action on the part of the holders thereof: (a) Alternative One. Be exchanged for one share of Class B Common Stock, par value $1.00 per share (the "Class B Stock") and $1.00 per share of Shareholder Credits (up to a maximum of $10,000 of Shareholder Credits per holder as shown on the stock transfer books of the Company on February 24, 1987) valid towards the purchase from the Company of adult season passes or adult day ski tickets for the 1988-1989 ski season ("Alternative One"), if the holder of such Old Stock has irrevocably deposited a duly executed letter of transmittal in the form to be provided by the Company indicating the number of shares of Old Stock held by such holder which are to be exchanged for Class B Stock and Shareholder Credits pursuant to this clause (a), together with the certificate or certificates representing such shares, with such agent as the Company shall designate (the "Exchange Agent"), not later than 3:00 p.m., local time, on the 30th day following the date on which the notice referred to in Section 2(c) is first mailed to holders of Old Stock; or (b) Alternative Two. Be exchanged for $5.00 per share of Shareholder Credits (up to a maximum of $10,000 of Shareholder Credits per year per holder as shown on the stock transfer books of the Company on February 24, 1987) valid toward the purchase from the Company of adult season passes and adult day ski tickets at the rate of $1.00 per ski season during the five ski seasons beginning with the 1988-1989 season and ending with the 1992-1993 season ("Alternative Two"). From and after the Effective Date certificates evidencing shares of Old Stock shall not evidence any interest in the Company or entitle the holder thereof to vote the shares of Old Stock represented thereby, or to receive any dividend with respect thereto, or to exercise any other rights of ownership in respect thereof, but shall evidence only the right of the holder to receive, upon surrender of the certificate(s) for such Old Stock, the Class B Common Stock and/or Shareholder Credits to which he is entitled hereunder. Section 3. Election Procedures; Exchange Agent. Holders of Old Stock failing to make a valid election on or before the Deposit Date as to some or all of their Old Stock shall be deemed to have elected Alternative Two as to such Old Stock. Elections may be made with respect to some or all of the shares of Old Stock and holders of Old Stock may participate in both Alternative One and Alternative Two; provided, however, that holders of Old Stock (as shown on the stock transfer books of the Company on February 24, 1987), and their transferees, electing to participate in both alternatives shall be limited to obtaining a maximum of $10,000 in Shareholder Credits per year under Alternative One and Two taken together. On or before the 15th day following the date of the Order, the Company shall have sent to each holder of record of Old Stock as of the date of the Order (or within five days thereafter) by first class mail, postage prepaid, at the address shown on such list, a notice describing the manner in which elections can be made and containing such other matters as the Company may deem appropriate, and enclosing a letter of transmittal. A valid election of Alternative One shall have been made only if the Exchange Agent shall have received an irrevocable letter of transmittal properly completed and signed and accompanied by the certificate or certificates for shares of Old Stock to which it relates (or a properly completed guarantee of delivery or lost certificate undertaking with respect thereto) in accordance with the procedures shown on the letter of transmittal. The Exchange Agent shall have discretion to determine whether or not elections to participate in Alternative One have been properly made with respect to shares of Old Stock and when elections were received by it. The Exchange Agent, after consulting with the Company, may (but shall not be obligated to) waive any immaterial variances or defects in the manner in which the letter of transmittal has been executed or completed, and accept as properly made any such so long as it is reasonably clear what action is intended to be effected by the holder of the shares of Old Stock covered by such letter of transmittal. If the Exchange Agent determines that any letter of transmittal was not properly and timely deposited, the shares subject to such letter of transmittal shall be treated by the Exchange Agent as shares of Old Stock which were not subject to a valid election to participate in Alternative One. Section 4. Return of Old Stock. If a final order of the United States Bankruptcy Court is entered which either (i) revokes the Order confirming the Plan, or (ii) modifies the Plan to provide that the Old Stock shall not be canceled and declared null and void, then any certificate or certificates (or guarantees of delivery, as appropriate) for Old Stock which have been deposited with the Exchange Agent in connection with these procedures shall be returned to the person who submitted the same to the Exchange Agent. Section 5. Stock Transfer Books Closed. The stock transfer books of the Company relating to the Old Stock shall be closed as of the Effective Date, and thereafter no transfer of any shares of Old Stock shall be recorded therein. Section 6. Medium of Shareholder Credits. Any Shareholder Credits required to be distributed may be distributed by certificate, scrip, coupon, passbook, or such other reasonable method as the Company shall determine, and no interest shall be payable on or with respect to any Shareholder Credits. Shareholder Credits shall be distributed on or before July 1, 1988. The Company shall not be responsible for replacing any Shareholder Credits which are lost, misplaced, destroyed or stolen. Section 7. Surrender of Remaining Certificates. On the Effective Date, the Company shall deliver to the Exchange Agent a certificate or certificates dated the Effective Date for the aggregate number of shares of Class B Stock to which the holders of Old Stock shall be entitled as provided in Section 2. Each holder of Old Stock who elects Alternative One, upon surrender to and acceptance by the Exchange Agent of his certificates therefor in accordance with the procedures established by the Exchange Agent, shall promptly receive in exchange therefor a certificate or certificates for the number of shares of Class B Stock to which he is entitled pursuant hereto and shall receive on or before July 1, 1988 the Shareholder Credits to which such holder of Old Stock shall be entitled. Each holder of Old Stock who either elects or is deemed to elect Alternative Two, upon surrender to and acceptance by the Exchange Agent of his certificates therefor in accordance with the procedures established by the Exchange Agent, shall receive in exchange therefor the Shareholder Credits to which such holder of Old Stock shall be entitled. For Use By The Secretary of State File No. 19550108D Fee Paid $10 C.B. Date January 14, 1988 For Use By The Secretary of State Filed December 29, 1987 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment Pursuant to Court Order) of SUGARLOAF MOUNTAIN CORPORATION Pursuant to 13-A M.R.S.A. 807 and 810, the undersigned corporation adopts these Articles of Amendment: FIRST: Outstanding shares were not entitled to vote on the Amendment set out in Exhibit 1 attached hereto. SECOND: The Amendment was approved and directed to be filed by Order of the United States Bankruptcy Court for the District of Maine, dated November 23, 1987, in Chapter 11 Case Nos. 186- 00094 and 186-00095 captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors. THIRD: The Amendment deletes Exhibit 2 to the Articles of Amendment of Sugarloaf Mountain Corporation dated June 1, 1987 in its entirety and inserts in its place the attached "Revised Exhibit 2". FOURTH: The name of the clerk and the corporation's registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. DATED: December 17, 1987 SUGARLOAF MOUNTAIN CORPORATION By: /s/ Warren C. Cook Warren C. Cook, President I, Warren C. Cook, hereby certify, this 17th day of December, 1987, that the Amendment annexed hereto as Exhibit A was adopted and these Articles of Amendment were directed to be executed and filed by me by Order of the United States Bankruptcy Court for the District of Maine, dated November 23, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095, captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors, which Order confirmed the Joint Plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside dated February 24, 1987. /s/ Warren C. Cook Warren C. Cook EXHIBIT 1 TO ARTICLES OF AMENDMENT OF SUGARLOAF MOUNTAIN CORPORATION DATED JUNE 1, 1987 1. Exhibit 2 to the Articles of Amendment of Sugarloaf Mountain Corporation dated June 1, 1987 and filed June 9, 1987, is deleted in its entirety and the attached Exhibit 2 (Revised) is inserted in its place. EXHIBIT 2 (REVISED) TO ARTICLES OF AMENDMENT OF SUGARLOAF MOUNTAIN CORPORATION DATED JUNE 1, 1987 Section 1. General. Pursuant to the Joint plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside, Debtors ("Debtors"), filed in the United States Bankruptcy Court, District of Maine (the "Plan"), and approved by Order Confirming Joint Plan of Reorganization for Sugarloaf Mountain Corporation and Mountainside (the "Order"), upon the filing of these Articles of Amendment (the "Effective Date") the Plan shall become effective pursuant to the Order. Section 2. Exchange. On the Effective Date each share of Common Stock, par value $1.00 per share (the "Old Stock") of Sugarloaf Mountain Corporation (the "Company") outstanding on the Effective Date shall, in accordance with the Plan and the Order, and pursuant to Section 810 of the Maine Business Corporation Act, 13-A M.R.S.A. Section 810, and without further action on the part of the holders thereof: (a) Alternative One. Be exchanged for one share of Class B Common Stock, par value $1.00 per share (the "Class B Stock") and $1.00 per share of Shareholder Credits (up to a maximum of $10,000 of Shareholder Credits per holder as shown on the stock transfer books of the Company on February 24, 1987) valid towards the purchase from the Company of adult season passes or adult day ski tickets for the 1988-1989 ski season ("Alternative One"), if the holder of such Old Stock has irrevocably deposited a duly executed letter of transmittal in the form to be provided by the Company indicating the number of shares of Old Stock held by such holder which are to be exchanged for Class B Stock and Shareholder Credits pursuant to this clause (a), together with the certificate or certificates representing such shares, with such agent as the Company shall designate (the "Exchange Agent"), not later than the later of (i) 3:00 p.m., local time, on the 30th day following the date on which the notice referred to in Section 3 is first mailed to holders of Old Stock; or (ii) a date and time designated by order of the United States Bankruptcy Court, District of Maine with respect to holders of Old Stock who had not previously elected Alternative One, (the "Deposit Date"); or (b) Alternative Two. Be exchanged for $5.00 per share of Shareholder Credits (up to a maximum of $10,000 of Shareholder Credits per year per holder as shown on the stock transfer books of the Company on February 24, 1987) valid toward the purchase from the Company of adult season passes and adult day ski tickets at the rate of $1.00 per ski season during the five ski seasons beginning with the 1988-1989 season and ending with the 1992-1993 season ("Alternative Two"). From and after the Effective Date certificates evidencing shares of Old Stock shall not evidence any interest in the Company or entitle the holder thereof to vote the shares of Old Stock represented thereby, or to receive any dividend with respect thereto, or to exercise any other rights of ownership in respect thereof, but shall evidence only the right of the holder to receive, upon surrender of the certificate(s) for such Old Stock, the Class B Common Stock and/or Shareholder Credits to which he is entitled hereunder. Section 3. Election Procedures; Exchange Agent. Holders of Old Stock failing to make a valid election on or before the Deposit Date as to some or all of their Old Stock shall be deemed to have elected Alternative Two as to such Old Stock. Elections may be made with respect to some or all of the shares of Old Stock and holders of Old Stock may participate in both Alternative One and Alternative Two; provided, however, that holders of Old Stock (as shown on the stock transfer books of the Company on February 24, 1987), and their transferees, electing to participate in both alternatives shall be limited to obtaining a maximum of $10,000 in Shareholder Credits per year under Alternative One and Two taken together. On or before the 15th day following the date of the Order or at such other time as the Court may establish by subsequent order, the Company shall send to each holder of Old Stock as of the date of the Order (or within five days thereafter) who has not previously made an affirmative written election, by first class mail, postage prepaid, at the address shown on such list, a notice describing the manner in which elections can be made and containing such other matters as the Company may deem appropriate, and enclosing a letter of transmittal. A valid election of Alternative One shall have been made only if the Exchange Agent shall have received an irrevocable letter of transmittal properly completed and signed and accompanied by the certificate or certificates for shares of Old Stock to which it relates (or a properly completed guarantee of delivery or lost certificate undertaking with respect thereto) in accordance with the procedures shown on the letter of transmittal. The Exchange Agent shall have discretion to determine whether or not elections to participate in Alternative One have been properly made with respect to shares of Old Stock and when elections were received by it. The Exchange Agent, after consulting with the Company, may (but shall not be obligated to) waive any immaterial variances or defects in the manner in which the letter of transmittal has been executed or completed, and accept as properly made any such so long as it is reasonably clear what action is intended to be effected by the holder of the shares of Old Stock covered by such letter of transmittal. If the Exchange Agent determines that any letter of transmittal was not properly and timely deposited, the shares subject to such letter of transmittal shall be treated by the Exchange Agent as shares of Old Stock which were not subject to a valid election to participate in Alternative One. Section 4. Return of Old Stock. If a final order of the United States Bankruptcy Court is entered which either (i) revokes the Order confirming the Plan, or (ii) modifies the Plan to provide that the Old Stock shall not be canceled and declared null and void, then any certificate or certificates (or guarantees of delivery, as appropriate) for Old Stock which have been deposited with the Exchange Agent in connection with these procedures shall be returned to the person who submitted the same to the Exchange Agent. Section 5. Stock Transfer Books Closed. The stock transfer books of the Company relating to the Old Stock shall be closed as of the Effective Date, and thereafter no transfer of any shares of Old Stock shall be recorded therein. Section 6. Medium of Shareholder Credits. Any Shareholder Credits required to be distributed may be distributed by certificate, scrip, coupon, passbook, or such other reasonable method as the Company shall determine, and no interest shall be payable on or with respect to any Shareholder Credits. Shareholder Credits shall be distributed on or before July 1, 1988. The Company shall not be responsible for replacing any Shareholder Credits which are lost, misplaced, destroyed or stolen. Section 7. Surrender of Remaining Certificates. On the Effective Date or such later date as the Bankruptcy Court may by Order establish, the Company shall deliver to the Exchange Agent a certificate or certificates dated the Effective Date for the aggregate number of shares of Class B Stock to which the holders of Old Stock shall be entitled as provided in Section 2. Each holder of Old Stock who elects Alternative One, upon surrender to and acceptance by the Exchange Agent of his certificates therefor in accordance with the procedures established by the Exchange Agent, shall promptly receive in exchange therefor a certificate or certificates for the number of shares of Class B Stock to which he is entitled pursuant hereto and shall receive on or before July 1, 1988 the Shareholder Credits to which such holder of Old Stock shall be entitled. Each holder of Old Stock who either elects or is deemed to elect Alternative Two, upon surrender to and acceptance by the Exchange Agent of his certificates therefor in accordance with the procedures established by the Exchange Agent, shall receive in exchange therefor the Shareholder Credits to which such holder of Old Stock shall be entitled. For Use By The Secretary of State File No. 19550108D Fee Paid $35.00 C.B. Date July 1, 1992 For Use by the Secretary of State FILED June 30, 1992 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as Separate Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: As set out in detail in "THIRD", one or more classes of shares of the corporation were entitled to vote on the following amendment as a separate class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on June 12 and 23, 1992 OR B. by unanimous written consent on THIRD: On said date, the number of shares of each class outstanding and entitled to vote on such amendment (whether or not entitled to vote as a separate class), the manner in which each such class was entitled to vote (whether or not as a separate class), and the number of shares voted for and against said amendment, respectively, were as follows: Designat Manner Number Voted Voted ion of in Which of For Against Each Entitled Shares Class to Vote Outstan However ding Entitled and to Vote Entitle d to Vote Class A Together 10,325, 8,975,0 -0- Common with all 000 00 Stock classes Class B As a 415,093 219,305 12,046 Common separate Stock class Series As a 2,400,0 1,665,0 -0- 1989 separate 00 00 Cumulati class ve Converti ble Preferre d Stock Total of 13,140, 10,859, 12,046 all 093 305 Classes FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $__. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: R.R. #1, Box 5000, Kingfield, Maine 04947-9799 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) Sugarloaf Mountain Corporation By:* /s/ Robert H. Turner (signature) Robert H. Turner, Clerk (type or print name and capacity) Dated: June 25, 1992 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A 1. Article FOURTH of the Articles of Incorporation of Sugarloaf Mountain Corporation is amended to delete in their entirety paragraphs (c)(i) through (c)(ix) of subsection 2 (headed "Class B Common Stock") of Section c (headed "Common Stock") thereof. 2. Section 3 (headed "Redemption") of the Statement of Resolution Establishing Series 1989 Cumulative Convertible Stock of SMC is amended to delete the following words: "the merger or consolidation of the corporation with, or" from the fourth and fifth lines thereof. For Use By The Secretary of State File No. 19550108D 19920946D Fee Paid $80.00 C.B. Date June 1, 1992 For Use by The Secretary of State June 30, 1992 /s/ Gary Cooper Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF MERGER OF SMC ACQUISITION CORPORATION A MAINE CORPORATION INTO SUGARLOAF MOUNTAIN CORPORATION A MAINE CORPORATION Pursuant to 13-A MRSA 903, the board of directors of each participating corporation approve and the undersigned corporations adopt the following Articles of Merger: FIRST: The plan of merger is set forth in Exhibit A attached hereto and made a part hereof. SECOND: As to each participating corporation, the shareholders of which voted on such plan of merger, the number of shares outstanding and the number of shares entitled to vote on such plan, and the number of such shares voted for and against the plan, are as follows: Name of Number Number Voted Voted Corporat of of For Against ion Shares Shares Outstand Entitled ing to Vote SMC 2,963,05 2,963,05 2,963,05 0 Acquisit 4 4 4 ion Corporat ion Sugarloa 13,140,0 13,140,0 10,861,1 10,056 f 93 93 65 Mountain Corporat ion THIRD: If the shares of any class were entitled to vote as a class, the designation and number of the outstanding shares of each such class, and the number of shares of each such class voted for and against the plan, are as follows: Name of Designat Number Voted Voted Corporat ion of of For Against ion Class Shares Sugarloa Class A 10,325,0 8,975,00 0 f Common 00 0 Mountain Stock Corporat ion Sugarloa Class B 415,093 221,165 10,056 f Common Mountain Stock Corporat ion Sugarloa Series 2,400,00 1,665,00 0 f 1989 0 0 Mountain Cumulati Corporat ve ion Converti ble Preferre d Stock (Include the following paragraph if the merger was authorized without the vote of the shareholders of the surviving corporation. Omit if not applicable.) FOURTH: The plan of merger was adopted by the participating corporation which is to become the surviving corporation in the merger without any vote of its shareholders, pursuant to section 902, subsection 5. The number of shares of each class outstanding immediately prior to the effective date of the merger, and the number of shares of each class to be issued or delivered pursuant to the plan of merger of the surviving corporation are set forth as follows: Designat Number of Number of ion of Shares Shares to be Class Outstanding Issued or Immediately Delivered Prior to Pursuant to Effective the Merger Date of Merger FIFTH: The address of the registered office of the surviving corporation is R.R. #1, Box 5000, Kingfield, Maine 04947-9799. The address of the registered office of the merged corporation is c/o Sugarloaf Mountain Corporation, R.R. #1, Box 5000, Kingfield, Maine 04947-9799. SIXTH: Effective date of the merger (if other than date of filing of Articles) is ___, 19__. Dated: June 25, 1992 Sugarloaf Mountain Corporation /s/ Robert H. Turner, Clerk MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders of Sugarloaf Mountain Corporation /s/ Robert H. Turner Robert H. Turner, Clerk Signature of clerk Dated June 25, 1992 SMC Acquisition Corporation By: Robert H. Turner, Clerk MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders of SMC Acquisition Corporation /s/ Robert H. Turner Robert H. Turner, Clerk Signature of clerk EXHIBIT A to Articles of Merger of SMC ACQUISITION CORPORATION into SUGARLOAF MOUNTAIN CORPORATION Pursuant to Section 901 of the Maine Business Corporation Act Pursuant to this Plan of Merger, SMC Acquisition Corporation, a Maine corporation (the "Company") will be merged (the "Merger") with and into Sugarloaf Mountain Corporation, a Maine corporation ("Sugarloaf"). In the Merger Sugarloaf shall be the surviving corporation (the "Surviving Corporation"). The terms and conditions of the Merger and the consideration to be paid by the Surviving Corporation upon surrender of each outstanding share of Sugarloaf are set forth below. 1. The Merger shall be effective (the "Effective Date") on the date on which the Articles of Merger with respect to the Merger shall have been duly executed and filed in the office of the Secretary of State of Maine in accordance with the provisions of the Maine Business Corporation Act. 2. At the Effective Date, the Articles of Incorporation of the Company shall become the Articles of Incorporation of the Surviving Corporation (which articles of incorporation shall be amended as of the Effective Date to change the name of the Surviving Corporation to Sugarloaf Mountain Corporation) and the Bylaws of Sugarloaf shall become the Bylaws of the Surviving Corporation. At the Effective Date, the directors and officers of the Company shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors are duly elected or chosen and have been qualified in the manner provided in the Articles of Incorporation and Bylaws or as otherwise provided by law. 3. In the Merger each share of Common Stock, par value $.01 per share, of the Company outstanding immediately prior to the Effective Date shall be converted into and shall without further action represent one share of Common Stock, par value $.01 per share, of the Surviving Corporation. 4. (a) In the Merger each share of Class A Common Stock, par value $.10 per share, and each share of Series 1989 Cumulative Convertible Preferred Stock, no par value, of Sugarloaf outstanding immediately prior to the Effective Date (other than those owned by the Company) shall be cancelled and exchanged for the right to receive in the Merger the merger consideration for such shares provided in this Plan of Merger (the "Merger Consideration"). Each share of Class A Common Stock, par value $.10 per share, of Sugarloaf and each share of Series 1989 Cumulative Convertible Preferred Stock, no par value, of Sugarloaf owned by the Company shall be cancelled in the Merger. In the Merger each share of Class B Common Stock, par value $1 per share, of Sugarloaf outstanding immediately prior to the Effective Date not owned by the Company shall be cancelled and exchanged for the right to receive in the Merger the merger consideration for such shares provided in this Plan of Merger (the "Class B Merger Consideration"). Each share of Class B Common Stock, par value $1 per share, of Sugarloaf owned by the Company shall be cancelled in the Merger. Upon surrender to the Surviving Corporation of certificates for each such outstanding share of the stock of Sugarloaf (not owned by the Company) as of the date of filing of the Articles of Merger, duly endorsed, the Surviving Corporation shall pay (or cause to be paid) the Merger Consideration. From and after the Effective Date and until surrender to the Surviving Corporation, each outstanding certificate which prior to the Effective Date represented shares of outstanding stock of Sugarloaf not owned by the Comopany shall be deemed for all purposes to evidence only a right to receive the Merger Consideration or the Class B Merger Consideration, as the case may be, payable upon surrender of such certificate; no interest will be paid or accrued on the Merger Consideration or the Class B Merger Consideration payable upon surrender of such certificate; and if payment of the Merger Consideration or Class B Merger Consideration, as the case may be, is to be made to a person other than the one in whose name the certificate surrendered is registered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed with signatures guaranteed or otherwise in proper form for transfer. (b) The Merger Consideration for each share of Class A Common Stock or Series 1989 Cumulative Convertible Preferred Stock of Sugarloaf (other than shares held by the Company), and for each dollar of accrued but unpaid dividends on the Series 1989 Cumulative Convertible Preferred Stock (other than on shares thereof held by the Company) (collectively, "Equity Dollars Invested"), shall consist of the following: A. $.05 in cash; plus B. A warrant to purchase 1/10 of a share of Common Stock, par value $.01 per share, of the Surviving Corporation, at a purchase price of $.50 per share at any time on or prior to the second anniversary of the Effective Date, and thereafter at a purchase price of $1.00 per share (in each case subject to ratable, anti-dilutive adjustment in the event of stock splits, stock dividends, and recapitalizations involving the Surviving Corporation, and in the event of issuances of common stock of the Surviving Corporation at prices per share of less than $1.00 , other than pursuant to such warrants) at any time on or prior to the tenth anniversary of the Effective Date. The warrant is not transferable other than by fit, devise or bequest or other transfer without consideration to or for the benefit of the holder's spouse, lineal descendants and their spouses, and charitable organizations contributions to which are deductible for federal income tax purposes. In the case of a trust, the holder shall refer to the grantor for purposes of this paragraph B. Each holder of Class A Common Stock or Series 1989 Cumulative Convertible Preferred Stock of Sugarloaf (other than the Company) shall also be entitled to receive: C. a lifetime, non- transferable 30% discount on all non-sale items in all ski shops owned by the Surviving Corporation; D. a lifetime, non- transferable pass for the holder, the holder's spouse, the holder's children and their spouses to the Surviving Corporation's health and fitness facility; plus E. one transferable lifetime adult skiing pass or two transferable lifetime children's skiing passes for the Surviving Corporation's skiing operations to each holder (other than the Company) of more than 24,999 Equity Dollars Invested; thereafter, an additional transferable lifetime adult skiing pass or two transferable lifetime children's skiing passes for each 100,000 Equity Dollars Invested in excess of 24,999 (other than those held by the Company). Each holder of Class A Common Stock or Series 1989 Cumulative Convertible Preferred Stock (or designee of the original holder if such holder is not an individual) (other than the Company) shall also be entitled to purchase non- transferable lifetime passes for the Surviving Corporation's skiing operations for the holder, the holder's spouse and children for $100 per pass per year. Such lifetime passes, discounts and rights to purchase passes will be valid for the greater of: (i) the lifetime of the original holder thereof (or for the life of a person designated by the original holder thereof if such holder is not an individual), or (ii) ten (10) years after the Effective Date. If such holder or designee should die before the lapsing of such ten (10) year period, the personal representative of the estate of such person shall be entitled to exercise such person's rights hereunder for the balance of such ten (10) year period. Such individual will be entitled annually during his lifetime to designate to the Surviving Corporation the name(s) of the person(s) entitled to utilize the passes described in paragraph E above. In the case of any trust with more than 24,999 Equity Dollars Invested, each adult beneficiary of such trust shall be deemed to be the holder of a pro rata interest of such trust's Equity Dollars Invested. (c) The Class B Merger Consideration for each share of Class B Common Stock of Sugarloaf (other than those held by the Company) shall consist of $.10 in cash. 5. From and after the Effective Date, the transfer of the shares of stock of Sugarloaf or the Company outstanding prior to the Effective Date shall not be made on the stock transfer books. 6. Immediately upon filing the Articles of Merger, the Company shall cease its separate existence; all of the properties (real, personal and mixed), rights, immunities, privileges, franchises, choses in action and all other assets of the Company shall vest in the Surviving Corporation without further act; and the Surviving Corporation shall assume all the liabilities, duties and obligations of the Company. 7. The Surviving Corporation shall assume and accept responsibility for any obligations of Sugarloaf accruing to shareholders of Sugarloaf (other than the Company) under the Maine Business Corporation Act arising from the effectuation of this Plan of Merger. 8. Sugarloaf expressly reserves the right to abandon the Merger and this Plan of Merger, at any time prior to the Effective Date, in good faith exercise of the discretion of its board of directors in light of its fiduciary duties to the stockholders of Sugarloaf, and Sugarloaf and the Company expressly reserve the right to abandon the Merger and the Plan of Merger, at any time prior to the Effective Date, by mutual consent of their respective boards of directors. For Use By The Secretary of State File No. Fee Paid C.B. Date File No. 19550108 0 Pages 2 Fee Paid $35.00 OCN 19424113000003 AMEN Filed 8/29/94 Deputy Secretary of State A True Copy When Attested by Signature ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on August 24, 1994 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 6,302,915 6,302,915 0 FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __ shares. SIXTH: Address of the registered office in Maine: RR 1, Box 5000, Kingfield, ME 04947- 9799 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) SUGARLOAF MOUNTAIN CORPORATION By:* /s/ Robert H. Turner (signature) Robert H. Turner, Clerk (type or print name and capacity) Dated: August 24, 1994 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A to Articles of Amendment to the Articles of Incorporation of Sugarloaf Mountain Corporation Article SIXTH is hereby amended to read in its entirety as follows: "SIXTH: The shareholders of this corporation shall have a pre-emptive right as provided in 13-A M.R.S.A. 623, other than with respect to shares issuable to S-K-I Limited pursuant to the Stock Purchase Agreement, dated as of August 18, 1994, among this corporation, S-K-I Limited and Warren C. Cook; provided, however, that the exceptions to such pre-emptive right contained in 13-A M.R.S.A. 623(5)(C) and (6)(E) shall not apply; and, provided, further, that notwithstanding the provisions of 13-A M.R.S.A. 623(10), the requirement of a "reasonable opportunity" under 13-A M.R.S.A. 623(5)(E)(1) and (9)(2) shall not be satisfied unless at least ten business days shall have passed after the giving of notice of such opportunity." Exhibit 3.30 BYLAWS OF SUGARLOAF MOUNTAIN CORPORATION ARTICLE I Articles of Incorporation, Office, Location, Seal and Section Headings Section 1. Articles of Incorporation. The name of this corporation shall be as set forth in the Articles of Incorporation. References in these bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation as from time to time in effect. References in these bylaws to the Business Corporation Act and to particular sections of said Act are to said Act and said sections as from time to time in effect. Section 2. Office and Location. The registered office shall be that office specified in the Articles of Incorporation. This corporation is located in the State of Maine at that place specified in the Articles of Incorporation. The principal office and place of business of this corporation shall be at such place as the Board of Directors shall fix, and the corporation may have such other offices and places of business, both within and without the State of Maine as the Board of Directors may from time to time fix, or as the business of the corporation may from time to time require. Section 3. Seal. The seal of this corporation shall be a triangle in the shape of a mountain within two circular discs. Within said discs shall be inscribed "Sugarloaf Mountain Corporation". At the base of the triangle there shall appear a bar inscribed "Maine 1955". Notwithstanding the foregoing, the Board of Directors may adopt a wafer seal in any form in respect of any particular document or instrument, in which case such wafer seal affixed to such document or instrument shall be the corporation seal of this corporation thereon for all purposes provided by law. Section 4. Section Headings. The headings of Articles and Sections in these bylaws are for convenience only, and shall not be taken into account in construing these bylaws. ARTICLE II Annual Meeting of Shareholders Section 1. Place. All meetings of shareholders for the election of Directors shall be held at the corporation's corporate headquarters situated at the base of Sugarloaf Mountain in the Town of Carrabassett Valley, unless the Board of Directors shall fix some other place within the State of Maine (or outside the State of Maine if permitted by the Articles of Incorporation) for such meetings. Section 2. Date. Annual meetings of shareholders shall be held on a Saturday in October of each year to be determined by the Directors annually, at such our as may be fixed by the Chairman of the Board, President or Board of Directors at which the shareholders shall elect a Board of Directors, and transact such other business as may be brought before the meeting. If for any reason such annual meeting is not held on or before the last Saturday in October, a substitute annual meeting may be held at any time following such date in lieu thereof, and any business transacted or elections held at such substitute annual meeting shall be as valid as if transacted or held at the annual meeting. Such substitute annual meeting may be called in the same manner and by the person or persons prescribed for calling special meetings of shareholders. Section 3. Notice. Unless waived in the manner prescribed by the Maine Business Corporation Act, written notice of the annual meeting or substitute annual meeting stating the place, day and hour thereof, shall be given in the manner prescribed by the Maine Business Corporation Act, including without limitation Section 604 thereof. ARTICLE III Special Meetings of Shareholders Section 1. Place and Date. Special meetings of shareholders for any purpose or purposes may be held at such time and place, within the State of Maine (or outside the State of Maine if permitted by the Articles of Incorporation), as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Call. Special meetings of the shareholders, for any purpose or purposes may be called by the Chairman of the Board, Vice Chairman of the Board, President, Clerk or such other officer or officers, Directors or shareholders who by Section 603 of the Maine Business Corporation Act are empowered to call special meetings of shareholders. Section 3. Notice. Unless waived in the manner prescribed by the Maine Business Corporation Act, written notice of a special meeting of shareholders, stating the place, day and hour thereof, and the purpose or purposes for which the meeting is called, shall be delivered in the manner prescribed by the Maine Business Corporation Act, including without limitation Sections 604, 805, 902 and 1003 thereof. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Maine Business Corporation Act. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice (except as otherwise provided by the Maine Business Corporation Act) other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 2. Voting Rights. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in the manner prescribed by the Maine Business Corporation Act, including without limitation Sections 613, 614 and 615 thereof. Section 3. Action by Consent. Any action required or permitted by law to be taken at any annual or special meeting of shareholders may be taken without a meeting if written consents, setting forth the action so taken, are signed by the holders of all outstanding shares entitled to vote on such action and are filed with the Clerk of the corporation as part of the corporate records. Such written consents may contain statements in the form of, and in any case shall have the same effect as, unanimous vote or votes of the shareholders and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of the State of Maine, and in any certificate or document prepared or certified by any officer of the corporation for any purpose. ARTICLE V Directors Section 1. Number, Qualification and Term. The number of Directors shall be fixed by the Board of Directors within the limits an din the manner prescribed in the Articles of Incorporation. Directors need not be residents of the State of Maine nor shareholders of the corporation. The Directors shall be elected at the annual meeting of the shareholders, and such Director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the Chairman of the Board, Vice Chairman of the Board, President or Clerk. Directors may be removed from office in the manner prescribed by the Maine Business Corporation Act, including without limitation Section 707 thereof. Section 3. Powers. The Board of Directors shall manage and control the business, property and affairs of the corporation. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with all of the powers and authority of the corporation itself, so far as not inconsistent with the Maine Business Corporation Act or other laws of the State of Maine, the Articles of Incorporation or these bylaws. Section 4. Compensation. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the corporation as Directors, officers or otherwise. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and place as shall from time to time be fixed by the Board. Unless otherwise specified by the Board, no notice of such regular meetings shall be necessary, except as otherwise provided by the Maine Business Corporation Act, including without limitation Section 601 thereof. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, Vice Chairman of the Board, President, Clerk, Secretary or any other person or persons authorized by the Maine Business Corporation Act to call such meetings. The person or persons calling the special meeting shall fix the time and place thereof. Unless notice of a special meeting is waived in the manner prescribed by the Maine Business Corporation Act, notice of each special meeting of the Board of Directors shall be given by the Clerk, Secretary or person or persons calling the special meeting. It shall be sufficient notice to a Director of a special meeting to send notice by mail at least 48 hours, or by telegram at least 24 hours, before the meeting addressed to him at his usual or last known business or residence address, or to given notice to him in person or by telephone at least 24 hours before the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of the meeting, except as otherwise required by the Maine Business Corporation Act, including without limitation Section 601 thereof. The giving of notice of a special meeting of the Board of Directors by the person or persons authorized to call the same shall constitute the call thereof. Section 4. Attendance as Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called, noticed or convened. Section 5. Quorum and Vote Required. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. The Directors present at a duly called or held meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough Directors to leave less than a quorum. Any meeting may be adjourned from time to time 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 if the time and place to which it is adjourned is fixed and announced at such meeting. The vote 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 unless the vote of a greater number is required by these bylaws or the Maine Business Corporation Act. Section 6. Action by Consent. Any action required or permitted to be taken at a meeting of the Directors, or of a committee of the Directors, may be taken without a meeting if all of the Directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of Directors' meetings or committee meetings, as the case may be, and shall have, and may be stated by any officer of the corporation to have, the same effect as a unanimous vote or resolution of the Board of Directors at a legal meeting thereof. Any such action taken by unanimous written consents may, but need not be, set forth in such consents in the form of resolutions or votes. Section 7. Telephone Meetings. Members of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting in such manner by any member who does not object at the beginning of such meeting to the holding thereof in such manner shall constitute presence in person at such meeting. ARTICLE VII Executive Committee Section 1. Executive Committee. The Board of Directors by a resolution adopted by a majority of the full Board of Directors then in office may designate from among its members an executive committee consisting of two or more Directors, and may delegate to such executive committee all the authority of the Board of Directors in the management of the corporation's business and affairs, except as limited by the Maine Business Corporation Act, including without limitation Section 713 thereof or the resolution establishing the executive committee or any other resolution thereafter adopted by the Board of Directors. Vacancies in the membership of the executive committee shall be filled by resolution adopted by a majority of the full Board of Directors then in office. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Members of the executive committee may be removed from office, with or without cause, by resolution adopted by a majority of the full Board of Directors then in office. So far as practicable, the provisions of these bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of the executive committee. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a Vice Chairman of the Board, a President, an Executive Vice President, one or more other Vice Presidents, a Clerk who shall be a resident of Maine, a Secretary and a Treasurer. The Board of Directors may also elect one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen. The Board of Directors at its initial meeting after the incorporation of the corporation and at each regular meeting held after each annual meeting of shareholders shall choose such officers, of whom only the Chairman of the Board and the Vice Chairman of the Board need be members of the Board; but the Clerk need not be elected annually and shall hold office until the corporation changes its Clerk in the manner provided by the Maine Business Corporation Act. Section 3. Additional Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such duties as shall be determined from time to time by the Board of Directors. Section 4. Compensation of Officers. The salaries of all officers of the corporation shall be fixed by the Board of Directors. Section 5. Vacancies, Term and Removal. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors, with or without cause. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors. Section 6. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors. Section 7. Vice Chairman of the Board. The Vice Chairman of the Board shall, in the absence of or in the case of the disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe. Section 8. President. The President shall be the chief executive officer of the corporation, shall have the general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 9. Executive Vice President. The Executive Vice President shall, in the absence of or in the case of the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors may from time to time prescribe. Section 10. Vice-President. The Vice-President, if any, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence of or in the case of the disability of the Executive Vice President, perform the duties and exercise the powers of the Executive Vice President (and in the absence of or in the case of the disability of the Executive Vice President and the President, perform the duties and exercise the powers of the President) and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 11. Clerk. The Clerk shall keep, in a book kept for such purpose, the records of all shareholders' meetings, and shall perform such duties and have such powers as are prescribed by the Maine Business Corporation Act, including without limitation Subsection 11 of Section 714 thereof. The Clerk shall have custody of the corporate seal and may affix the same to documents requiring it, and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. Section 12. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose, and shall give notice of special meetings of the Board of Directors, and shall perform like duties for the executive committee. The secretary shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He, or an Assistant Secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary or by the Clerk. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the same. The Secretary shall have such other powers and duties as are prescribed by law or by the Board of Directors. In case of the absence of or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. Section 13. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 14. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. Section 15. Assistant Treasurers. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in the absence of or in case of the disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board, Vice Chairman of the Board, President, Executive Vice President and Vice-President of this corporation shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute in the name and on behalf of this corporation proxies appointing any one or more of the officers first above named, in the order above named, as the proxy agents. ARTICLE X Lost Certificates Section 1. The Board of Directors may direct a replacement or duplicate certificate for shares of this corporation to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, destroyed or mutilated. When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation and its officers and agents from any claim that may be made against it with respect to any such certificate alleged to have been lost, destroyed or mutilated. The powers and duties of the Board prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent. ARTICLE XI Transfers and Registration of Shares Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation, provided that the provisions of these bylaws, if any, respecting restrictions on sales or transfers of shares have been complied with. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Basic Indemnification. To the extent permitted by law, the corporation shall in all cases indemnify any person who was or is a party or was or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, by reason of the fact that he is or was a director, consulting director, officer or employee of the corporation or of any direct or indirect subsidiary of the corporation or is or was serving at the request of the corporation or of any direct or indirect subsidiary of the corporation, as a director, consulting director, trustee, partner, officer or employee of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other association or enterprise, against expenses (including attorneys' fees), judgments, fines, assessments, and amounts paid in settlement, to the extent actually and reasonably incurred by him in connection with such action, suit or proceeding, or any appeal therein, and in connection with any action, suit or proceeding, or any appeal therein, to establish a right of indemnification. For purposes of this Section, the corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to the corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines"; and action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interests of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in the best interest of the corporation. Section 2. Other Provisions. Expenses to the extent reasonably incurred in connection with any action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, upon receipt by the corporation of an undertaking by or on behalf of the person seeking indemnification to repay such amount in the event there shall be a final adjudication that such person is not entitled to be indemnified by the corporation by reason of the fact that the action or omission at issue in the action, suit or proceeding was taken or omitted other than in good faith in the reasonable belief that such action or omission was in the best interests of the corporation, and, with respect to any criminal action or proceeding, that he believed or had reasonable cause to believe that his conduct was unlawful. When the Board of Directors receives a request for advances under this Section 2, or a request for indemnification, it shall ensure that prompt action is taken on it. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, consulting director, trustee, partner, officer of employee, as the case may be, and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 3. Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person who is or was a director, consulting, director, officer, employee or agent of the corporation or of any direct or indirect subsidiary of the corporation, or is or was serving at the request of the corporation or of any direct or indirect subsidiary of the corporation as a director, consulting director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other association or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law. Section 4. Amendment. Any Amendment, modification or repeal of this Article XII shall not deny, diminish or otherwise limit the rights of any person to indemnification or advances granted hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, executive committee or shareholders shall otherwise generally or in any specific instance provide: (a) any bill, note, check, or negotiable instrument may be executed or endorsed in the name and on behalf of the corporation by the President or Treasurer, acting singly, and (b) any other instrument, documents, deeds, bills of sale or other writings of whatever nature shall be executed in the name and on behalf of the corporation by the President or the Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. ARTICLE XV Amendments Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these bylaws, and to adopt new bylaws, provided that the notice of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new bylaw, amendment or bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the bylaw provision thus amended or repealed by the shareholders. Exhibit 3.31 ARTICLES OF ASSOCIATION OF THE KILLINGTON RESTAURANTS, INC. We, the Subscribers, of full age, hereby associate ourselves together as a Corporation under the laws of the State of Vermont to be known by the name of Killington Restaurants, Inc. for the purpose of: to buy, sell, lease, rent, service and otherwise deal in real estate and personal property including but not limited to the purchase and sale of food and malt, vinous and spiritous liquors as a licensee under the Vermont Statutes and to operate restaurants and hotels. To apply for, take out, acquire, own, use and dispose of trademarks, tradenames, copyrights and patents necessary or convenient or desirable for furthering any of the purposes for which this corporation is formed and to buy and sell licenses, rights and royalties pertaining to the products processes, inventions and patents. To purchase, lease, construct, invest in, take over or otherwise acquire and hold, sell, improve, pledge, mortgage, exchange, convey or otherwise deal in and with and dispose of property, real or personal, of every kind or description, necessary, advisable and proper to carry on and promote the purposes of the corporation, and in connection therewith and to pledge or mortgage the assets and the property of said corporation to secure the same, and otherwise to do and perform and all acts, matters and things incidental to or essential to the business of said corporation. The enumeration of special powers hereinbefore stated shall not be construed to limit in any manner the aforesaid. The capital stock shall consist of: __shares of preferred stock of the par value of __ dollars, 250 shares of common stock of the par value of 100 dollars per share, __ shares of preferred stock having no par value, __ shares of common stock having no par value. Dated at Rutland City in the County of Rutland, this 27th day of October, 1965. SUBSCRIBERS POST OFFICE ADDRESS: Exhibit 3.32 BYLAWS OF KILLINGTON RESTAURANTS, INC 1 OFFICES 1.1 Principal Office. The principal office of the Corporation shall be located at such place as the Board of Directors shall from time to time fix. The Corporation may have such other offices, either within or without the State of Vermont, as the Board of Directors may designate or as the business of the Corporation may require from time to time. 1.2 Registered Office. The registered office of the Corporation required to be maintained in the State of Vermont may be, but need not be, identical with the principal office in the State of Vermont, and the address of the registered office may be changed from time to time by the Board of Directors. 2 SHAREHOLDERS 2.1 Annual Meeting. The annual meeting of the Shareholders shall be held on the fourth Friday in the month of January in each year, at the hour of 10.00 A.M., or at such other time and date as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Vermont, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be scheduled. 2.2 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than 10% of all outstanding shares of the Corporation entitled to vote at the meeting. 2.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Vermont as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Vermont. 2.4 Notice Of Meeting. Notice of the annual meeting of Shareholders shall be provided in accordance with llA V.S.A. 7.05(a). In case of a special meeting, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 2.5 Voting of Shares. Subject to the provisions of Section 2.11 of this Article II, outstanding shares of the Corporation entitled to vote shall be entitled to one vote for each share upon each matter submitted to a vote at a meeting of Shareholders. Nothing herein shall be construed to prevent the establishment and use of voting trusts, and/or the use of proxies for the voting of shares. 2.6 Proxies. Every person entitled to vote shall have the right to do so either in person or by a proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 2.7 Multiple Owners of Shares. 2.7.1 For purposes of these Bylaws, the term "Shareholder" shall mean the record owner or owners of one or more Shares of stock of the Corporation as of close of the Corporation's accounting year or, in the event of a vote of the shares, the date of the meeting at which the vote is taken. 2.7.2 If one or more shares are held in the name of tenants by the entireties, joint tenants with right of survivorship, tenants in common, partnership, trust or other entity or combination of entities (collectively, the Ownership Entity), such Ownership Entity shall be a single "Shareholder" for purposes of these Bylaws, including, without limitation, the required number of directors of the Corporation and/or voting on any matters requiring a vote of the Shareholders. 2.7.3 At any meeting at which shares owned by an Ownership Entity are voted, the Secretary may, in the absence of any written notice to the contrary, rely upon the apparent authority of the person voting the shares of the Ownership Entity, or the Secretary may, at his or her discretion, require evidence of the authority of the person voting the shares of the Ownership Entity including, without limitation, such evidence of authority as is provided for in Section 2.8 of these Bylaws. 2.8 Voting Of Shares By Certain Holders. 2.8.1 Shares held jointly in the name of a husband and wife are treated as owned by one Shareholder and may be voted by either spouse. 2.8.2 Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. 2.8.3 Shares outstanding in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in the appropriate order of the Court by which such receiver was appointed. 2.8.4 A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. 2.8.5 Treasury shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 2.9 Unanimous Consent By Shareholders. Any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof. 2.10 Cumulative Voting. At each election for Directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for those whose election he has a right to vote, or to cumulate his or her or her votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principal among any number of such candidates. 2.11 Restriction on Transfer of Shares. Each Stock certificate shall bear the following legend legibly and conspicuously on its face. "The transfer of this stock is subject to the terms and conditions of the Bylaws of the Corporation." 3 BOARD OF DIRECTORS 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the shareholders. 3.2 Number. Tenure And Qualifications. The number of Directors of the Corporation shall be the same as the number of Shareholders (Shares held jointly in the name of multiple owners shall be deemed to be held by a single Shareholder for purposes of this paragraph). The Shareholders may, by vote of a majority of the Shares issued and outstanding as of the date of such a vote at a meeting called for such purpose, increase the number of directors to not more than five directors. Each Director shall hold office until the next annual meeting of Shareholders or until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Vermont or Shareholders of the Corporation. Each Shareholder (or the estate of a deceased Shareholder) shall have the right to designate, in writing, a candidate for Director; in instances where Shares of Stock are held in the name of two or more persons, the persons holding the Shares of Stock shall have the right to, by written notice to the Secretary, designate a Director candidate. In the event no such candidate is designated prior to a meeting at which Directors are to be elected, a majority of the Shareholders shall designate the candidate. 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Vermont, for the holding of additional regular meetings without other notice than such resolution. 3.4 Special Meetings. 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 of Directors may fix any reasonably convenient place, either within or without the State of Vermont, as the place for holding any special meeting of the Board of Directors called by them. 3.5 Notice. Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.6 Quorum. A majority of the number of Directors designated in accordance with Paragraph 3.2 above shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by statute, the Articles of Incorporation, or these Bylaws. 3 . 8 Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting 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 and filed with the minutes of the meetings of the Board of Directors. 3.9 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, provided that the provisions of Section 3.2 above shall apply to the selection of candidates to fill any vacancies on the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders. 3.10 Compensation. By resolution of the Board of Directors, each Director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. 3.11 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or recusal shall be entered into the minutes of the meeting or unless he shall file his or her written dissent or recusal to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or recusal by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 3.12 Removal of Directors. The shareholders may remove one or more directors with or without cause in accordance with llA V.S.A. 8.08(a). 3.13 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them pursuant to llA V.S.A. 8.25(a). Each committee must have two or more members, who serve at the pleasure of the Board of Directors. 4 OFFICERS 4.1 Officers. The officers of the Corporation shall be a President and Secretary, and may include one or more Vice Presidents and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. 4.2 Election And Term Of Office. - The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. 4.3 Removal. All officers and agents serve at the pleasure of the Board of Directors and may be removed at any time by the Board of Directors, with or without cause, pursuant to 1 l A V. S. A.8.43(b). Such removal from office, however effected, shall be without prejudice to the contract rights, if any, of the person so removed. In accordance with llA V.S.A. 8.44(a), election or appointment of an officer or agent shall not of itself create contract rights. 4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. 4.5 Approval of Major Decisions. Any decision or vote of the Directors notwithstanding, no decisions of the Directors on any of the following matters shall be final and binding upon the Corporation except upon prior written approval by the Chief Executive Officer of the Corporation. 4.5.1 Issuance, sale, purchase or acquisition of any capital stock, bonds, debentures or warrants of the Corporation, or the approval of additional authorized shares or classes of stock of the Corporation. 4.5.2 Approval of, or material deviation from, the annual budget for the Corporation. 4.5.3 Sale, pledge or mortgage of all or substantially all of the assets of the Corporation. 4.5.4 Acquisition by the Corporation of any real or personal property (by purchase, lease or otherwise) of a value equal to or greater than $50,000.00 in any single transaction or series of related transactions. 4.5.5 Borrowing or assumption of indebtedness by the Corporation in an amount greater than $10,000.00 in any single transaction or series of related transactions. 4.5.6 Employment of any person for a period of more than one year. 4.5.7 Settlement or compromise of any claim by or against the Corporation that materially affects or impairs the operation of the Corporation or is in the aggregate amount equal to or greater than $25,000.00 arising out of any single transaction or any series of related transactions unless such settlement is entirely funded from the proceeds of insurance. No Major Decision shall be binding upon the Corporation unless approved, in advance, by the Chief Executive Officer and evidenced by a certificate of the Secretary setting forth the approval of the Major Decision which certificate shall be affirmed by the Chief Executive Officer. 4.6 Chief Executive Officer. The Chief Executive Officer of the Corporation shall be solely responsible for approving and shall, pursuant to these Bylaws have the authority to approve, all Major Decisions of the Corporation, as provided in Paragraph 4.5 above, and shall supervise and control all of the business and affairs of the Corporation with respect to such Major Decisions. The Chief Executive Officer shall preside at all meetings of the Directors and Shareholders of the Corporation. 4.7 President. The President shall be the chief operating officer of the Corporation and shall, in general, supervise and control the business and affairs of the Corporation, except those business affairs reserved in these Bylaws to the Chief Executive Officer, or delegated by the Directors or these Bylaws to another officer of or agent for the Corporation. The President shall sign, with the Secretary, certificates for shares of the Corporation, and shall, except as otherwise provided in these Bylaws or in the resolutions of the Directors, or as may be required by law to be otherwise signed or executed, be the duly authorized agent of the Corporation to execute, in the name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed; 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. 4.8 The Vice-President. In the absence of the President or in the event of his or her or her death, 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 at the time of their election; 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 may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 4.9 The Secretarv. The Secretary shall. (a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) 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 in the execution of which, on behalf of the Corporation, under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder and Director that shall be furnished to the Secretary by such Shareholder or Director; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (fl have general charge of the stock transfer books of the Corporation and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 4.10 The Treasurer. The Treasurer shall. (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of 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. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. 4.11 Assistant Secretaries And Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned by them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. 4.12 Salaries. The salaries of the officers shall, at the discretion of the Directors, be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Unless and until a salary or other compensation is established by resolution of the Directors, no officer shall be entitled to receive a salary or other compensation from the Corporation. 4.13 At-will Employment. Unless otherwise agreed in writing by the Directors and ratified by the Shareholders in accordance with Paragraph 2.11 of these Bylaws, every officer and employee of the corporation shall be an "at-will" employee, and their employment shall be subject to termination by a majority vote of the Directors. No officer or employee of the Corporation shall be entitled to such employment by virtue of their ownership of any Stock in the Corporation. 5 CONTRACTS. LOANS CHECKS AND DEPOSITS 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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 loans. 5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by these Bylaws or by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 5.3 Checks Drafts! Etc. 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 officer or 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. 5.4 Deposits. All funds of the Corporation not otherwise employed 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. 6 CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 Certificates For Shares. Each shareholder, upon payment in full for his or her shares, shall be entitled to a certificate certifying the number of shares owned by him or her in the Corporation. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. 6.2 Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 6.3 Transfer Of Shares. Transfer of shares of the Corporation shall be made on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law; provided that whenever any transfer of shares is made for collateral security and not absolutely, such fact shall be so expressed in the entry of transfer if so requested by a written notice to the Secretary which has been executed by both the transferor and the transferee. 7 RESTRICTION ON TRANSFER. Any contrary provision of these Bylaws notwithstanding, no Shareholder may sell, assign, pledge or otherwise transfer or encumber such Shares except as follows. 7.1 Transfer. No Shareholder shall sell, transfer, assign, syndicate, pledge or otherwise dispose of or encumber (voluntarily, involuntarily, by operation of law or otherwise) his or her or her shares, except as expressly provided herein. No action in contravention of this Article shall be effective to transfer or reassign the Shares of a Shareholder. 7.2 Cross Purchase Agreement. A Shareholder may, at any time, elect to sell his or her or her Shares, or purchase the Shares of other Shareholders upon the following terms and conditions. 7.2.1 It is the purpose of this section of the Bylaws to set forth the procedure whereby the Shares of the Corporation may be purchased and/or sold among the Shareholders. 7.2.1.1 For purposes of this Section, the term "Notifying Shareholder" shall mean the Shareholder who initiates the process of the acquisition or sale of Shares by giving notice, as hereinafter set forth. 7.2.1.2 The term "Receiving Shareholder(s)" shall mean the Shareholder or Shareholders from whom the Notifying Shareholder desires to acquire Shares of the Corporation. 7.2.1.3 The term "Remaining Shareholder(s)" shall mean the Shareholder or Shareholders of record of the Corporation, including the Receiving Shareholder but excluding the Notifying Shareholder. 7.2.1.4 The term "Notice of Intent to Purchase" shall mean the written notice sent by the Notifying Shareholder to the Remaining Shareholder(s), including the Receiving Shareholder(s), notifying them of the intent of the Notifying Shareholder to purchase the interest of the Receiving Shareholder(s). 7.2.2 Purchase or Sale of All Shares. In order to exercise the right to purchase set forth in this Section, unless otherwise agreed between and among the Shareholders, the right to purchase and the obligation to sell Shares to the Corporation under this Section may be exercised only as to all of the Shares of the Notifying and Receiving Shareholders. In other words, if the Notifying Shareholder owns 80% of the stock of the Corporation and the Receiving Shareholder owns 20 % of the stock of the Corporation, the Notice to Purchase shall reflect the per-share price for all of the Shares owned by the Receiving Shareholder. If the Receiving Shareholder elects to purchase the Shares of the Notifying Shareholder, the Receiving Shareholder shall purchase all of the Shares of the Notifying Shareholder for the per-share price set forth in the Notice. 7.2.3 Notice of Intent to Purchase. The Notifying Shareholder electing to purchase the Shares of a Receiving Shareholder(s) shall send Notice of Intent to Purchase to all of the Remaining Shareholders, setting forth the price and terms upon which the Shares of the Receiving Shareholder(s) are proposed to be purchased. 7.2.4 Response to Notice. The Remaining Shareholders, or any of them, shall have a period of sixty (60) days from date of receipt of such notice to elect to purchase the Shares of the Notifying Shareholder upon the same terms and conditions, and at the same price contained in the Notice of Intent to Purchase. If the Remaining Shareholders, or any of them, so elect, they shall give written notice of such election to the Notifying Shareholder, and shall have the greater of thirty (30) days following the date of such notice or the closing date established by the Notifying Shareholder to tender the Notifying Shareholder the purchase price, or other consideration set forth in the Notice of Intent to Purchase; the Remaining Shareholders who elect to purchase, may, at their option, finance the purchase with a note to the Notifying Shareholder, payable, with interest, at the New York prime rate, with payments of interest only quarterly and a final payment of principal and interest one year following the date of closing secured by a pledge of the Notifying Shareholder's stock. Unless otherwise expressly provided herein, each of the Remaining Shareholders shall have the right to purchase, pro-rata, the Shares of the Notifying Shareholders, the purchase based upon the number of Shares owned by each Remaining Shareholder who elects to purchase the Shares of the Notifying Shareholder, as of the date of notice. 7.2.5 Failure of Remaining Shareholders to Purchase. If the Remaining Shareholders fail or are unable to purchase the Shares of the Notifying Shareholder as aforesaid, the Notifying Shareholder shall have a period of thirty (30) days following the date of expiration of the aforesaid election period (or written notice from the Remaining Shareholders that none of them intends to purchase, whichever occurs sooner), to tender to the Receiving Shareholder(s) the consideration set forth in the Notice of Intent to Pur chase. 7.2.6 Tender of Purchase Price. The Shareholder or Shareholders from whom the Shares are to be purchased in accordance with the foregoing provisions shall, upon tender of the consideration set forth in the Notice of Intent to Purchase, endorse, execute and deliver to the purchasing Shareholder or Shareholders all stock certificates and/or documents reasonably required to transfer the Shares of the selling Shareholder to the purchasing Shareholder or Shareholders, and also shall submit written resignations as an officer and/or director of the Corporation and a general release of the Corporation from all obligations to the selling Shareholder, except those obligations, if any contained in the consideration for the purchase of the Shares. 7.2.7 Failure by Notifying Shareholder to Purchase. In the event, after delivering a Notice of Intent to Purchase to the Receiving Shareholder, the Notifying Shareholder shall fail or be unable to purchase the Shares of the Receiving Shareholder, the Notifying Shareholder shall reimburse the Receiving Shareholder for any and all costs or expenses, including attorney's fees, incurred by the Receiving Shareholder in connection with any efforts by the Receiving Shareholders to arrange to purchase the Shares of the Notifying Shareholder. 7.2.8 Satisfaction of Pledges/Guarantees. As a condition precedent to any sale or purchase of any Stock pursuant to the provisions of this Section 7.2, the purchasing an/or Remaining Shareholders shall cause the selling Shareholder to be released from all guarantees and/or other obligations undertaken by the selling Shareholder on behalf of the Corporation, and shall cause all collateral pledged by such selling Shareholder on account of such obligations to be released. All pledges shall be subject to this Paragraph 7.2.8. A pledge shall be released provided that the pledge shall be applied to the proceeds of the sale of the Shares. A release shall be delivered by the purchasing and/or Remaining Shareholders not later than the date upon which the selling Shareholder is obligated to sell and transfer his or her Shares to the purchasing and/or Remaining Shareholders. In the event the purchasing and/or Remaining Shareholders fail or are unable to cause the release of the selling Shareholder from such guarantees, liabilities and/or pledge of collateral, all acts undertaken by the purchasing and/or Remaining Shareholders in connection with this Subsection 7.2.8 shall be null and void. 7.3 Right of First Refusal. In the event a Shareholder enters into a bona fide, arms' length agreement to sell his or her or her Shares in the Corporation to any third party, such Shareholder (the Notifying Shareholder) shall give Notice of Intent to Sell to the Corporation and the Remaining Shareholders, in writing, of the terms and conditions under which the sale to such third party is to occur; such Notice shall include a copy of the Contract of Sale between the Notifying Shareholder and the third party, and shall certify that the sale is a bona fide, arm's length transaction between the Notifying Shareholder and such third party. 7.3.1 Right to Purchase. The Corporation and/or the Remaining Shareholders shall have the right to purchase the Shares of the Notifying Shareholder in accordance with the terms of the Notice and the Contract of Sale, giving written notice of such election to the Notifying Shareholder not later than thirty (30) days following receipt of the Notice. 7.3.1.1 If the Corporation and/or the Remaining Shareholders elect to purchase the interest of the Notifying Shareholder, in accordance with the terms and conditions, including the time for performance, as set forth in the Notice, acquisition of the Shares shall be in accordance with such terms and conditions. 7.3.1.2 If the Corporation or the Remaining Shareholders give notice of intent to purchase from the Notifying Shareholders and, notwithstanding such notice, fail to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Remaining Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.2 Failure to Purchase. In the event the Corporation and/or the Remaining Shareholders fail to give Notice of intent to purchase, as aforesaid, the Notifying Shareholder may forthwith sell and convey his or her Shares to such third party upon the terms and conditions set forth in the third party contract; the Corporation and the Remaining Shareholders shall execute any and all documents reasonably required to facilitate the sale. In the event of any material change in the terms and conditions or such third party contract prior to the sale and conveyance, the right of first refusal of the Corporation and the Remaining Shareholders shall apply to the revised contract. 7.3.3 Default of Agreement. If the Receiving Shareholder gives Notice of Intent to purchase and, notwithstanding such notice, fails to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Receiving Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.4 Subsequent Sales. The foregoing right of first refusal shall apply to any initial sale or any subsequent resale of Shares by any Shareholder. 7.3.s Right to Purchase: Priorities. Where, as specified in this subsection, the right to purchase shares is granted to the "Corporation and/or the Shareholders", such right to purchase shall be exercised in the following order of priority. (a) First, if the Corporation gives notice of its election to purchase, the Corporation may, except as provided in Subparagraph 7.3.6 below, purchase any or all of the shares; (b) Second, if all of the Remaining Shareholders give notice of their election to purchase, all of the Shareholders may purchase such shares not purchased by the Corporation pro rata, based upon the numbers of shares held prior to the purchase; (c) Third, any remaining unpurchased shares may be purchased by any of the Shareholders desiring to purchase such shares, pro rata, based upon the numbers of shares held by the Shareholders desiring to purchase. 7.3.6 Obligation to Purchase All Shares. In the event the Corporation and/or the Remaining Shareholders elect to exercise their right to purchase the shares of the Notifying Shareholder, they must, unless otherwise agreed by the Notifying shareholder, purchase all of the shares offered for sale by the Notifying Shareholder. In the event the Corporation and/or the Remaining Shareholders fail or are unable to purchase all of such shares, they shall be deemed to have waived their right of first refusal with respect to such sale of shares. 7.4 Death or Incapacity. In the event of the death or the incapacity of a Shareholder so that such Shareholder is unable to participate in the management of the Corporation, his or her or her Shares shall vest in his or her or her Guardian or legal representatives, as the case may be, in which event his or her or her Shares shall, except as hereinafter provided, continue to be subject to purchase by the Remaining Shareholders at a value established in accordance with Paragraph 7.6 of these Bylaws. In the event of the death of a Shareholder, whose Share are not acquired by the Corporation and/or any or all of the Remaining Shareholders, the Corporation may purchase said Shares on the same terms and conditions. If the proceeds of insurance, as from time to time may be maintained by the Corporation to purchase the stock of a deceased Shareholder, are insufficient to pay the purchase price of the Shares of the deceased Shareholder, or if such deceased Shareholder was uninsurable for all or part of the value of his or her share, any amounts owed to the estate of the deceased Shareholder by the Corporation may be paid to such estate in quarterly installments over a term of three (3) years from the date the value of such deceased Shareholder is established, with interest accruing from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal Money Rates, in effect as of the date of death of such Shareholder. 7.5 Bankruptcy of a Shareholder. In the event bankruptcy shall have occurred as to a Shareholder, the Corporation may, at its sole election, purchase the Shares of such Shareholder in quarterly installments over a term of three (3) years from the date the value of the Shares in such bankruptcy is established, with interest from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal money rates, in effect as of the date of bankruptcy of such Shareholder, unless within sixty (60) days from the date of valuation, the trustee in bankruptcy or receiver elects to purchase the Shares of the Remaining Shareholders, or sell the Shares of the bankrupt Shareholder to a third party in accordance with the foregoing terms. 7.6 Valuation in the Event of Death/Incapacity/Bankruptcy. For purposes of valuation under Paragraphs 7.4 and 7.5 above, the value of the Shares to be acquired by Corporation and/or the Purchasing Shareholder or Shareholders shall be as agreed upon between the parties, provided that if the parties cannot agree, the value of the Shares shall he determined by Arbitration in accordance with Paragraph 14 of these Bylaws. The Arbitrator shall establish the fair market value of the assets of the Coloration, determine the liabilities of the Corporation, and determine the value of the individual Shares. The amount determined to be due each Selling Shareholder shall be paid to such Selling Shareholder in cash or equivalent, not later than sixty 60) days following the date of Notice of Sale. 7.7 Defective Transfer Of Shares. Except in the event of the adoption of a Stock Purchase Agreement or any similar agreement between the Corporation and/or its Shareholders, no Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation except in accordance with these Bylaws. 7.7.1 Any attempt or effort to transfer Shares other than in accordance with these Bylaws shall not be legally effective to transfer such Shares, and 7.7.2 The Secretary shall neither record such transfer in the stock transfer records of the Corporation nor issue any new or replacement certificates based upon such wrongful transfer. 7.8 Securities Opinion. No Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation without first providing to the Corporation an opinion of counsel satisfactory to the Corporation, stating that such transfer, alienation, or disposal does not violate any state or federal securities or tax laws, and that such transfer, alienation, or disposal will not have adverse tax effects on the Corporation. 8 FISCAL YEAR. Each fiscal year of the Corporation shall begin on the 1st day of August of each year and end on the 31st day of July of the subsequent year. 9 COMPETITION AND SELF DEALING. 9.1 Independent Ventures. Except as hereinafter provided, or otherwise agreed by the Directors and the Shareholders, in writing, any Shareholder may engage in or possess an interest in other business ventures of any and every nature and description, independently or with others. Neither the Corporation nor any of the other Directors shall have any right by virtue of these Bylaws in and to such independent ventures or to the income, gain or profits derived therefrom, nor shall any Shareholder be obligated to offer to the other Shareholders the opportunity to participate in any independent venture. 9.2 Self-Dealing. The fact that a Shareholder or any affiliate of a Shareholder, as the case may be, is employed by or is directly or indirectly interested in or connected with, any person, firm, or corporation retained by the Corporation to develop, construct, sell and/or manage any project undertaken by the Corporation, or to render or perform a service, or to whom or which the Corporation shall convey any property or lease any space, or from whom or which the Corporation shall acquire any property or lease any space, shall not prohibit the corporation from contracting with or otherwise dealing with him or it, provided any such dealing is on an arm's-length basis and the fees paid for such services are not in excess of fees customarily paid for similar services and the Shareholder discloses such self-dealing to the other Shareholder and such Shareholder at all times recognizes and maintains a relationship of fiduciary duty of disclosure and fair dealing with the Corporation. Neither the corporation nor the Directors as such, shall have any rights by virtue of these Bylaws in or to any income or profits derived from such services. 10 DIVIDENDS. The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding Shares in the manner, and upon the terms and conditions provided by law and its Articles of Incorporation, and in accordance with the reasonable business judgment of the Board of Directors. 11 CORPORATE SEAL. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal". 12 WAIVER OF NOTICE. Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Vermont Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 13 AMENDMENTS. 13.1 Except as hereinafter provided, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the Shareholders at any regular or special meeting. 13.2 Any contrary provision of these Bylaws notwithstanding, the following Articles and Sections may be amended only by a two-thirds vote of all of the Shares of the Corporation issued and outstanding as of the date of the meeting at which such vote is taken. 14 ARBITRATION. To the extent any provision of these Bylaws expressly provides for Arbitration to resolve any dispute arising under such provision, the following rules shall govern the notice and conduct of the Arbitration. 14.1 Arbitration shall only be available with respect to the provisions of these Bylaws that expressly provide for Arbitration. 14.2 Notice of an election to arbitrate (Notice of Arbitration) shall be in writing and shall be given by the Shareholder or Shareholders electing arbitration not later than 10 days following the date of notice of the event or decision for which arbitration is requested. 14.3 The Shareholder or Shareholders receiving Notice of Arbitration shall, within 10 days following receipt of the Notice to Arbitrate, provide to the Shareholder giving the Notice to Arbitrate a list of the names and addresses of 5 business consultants, public accountants, Vermont licensed attorneys who regularly practice business or commercial law, or members of the American Arbitration who specialize in commercial and/or corporate arbitration; the proposed arbitrators shall not have any business or family affiliation with the Corporation or its Shareholders. 14.4 Not later than 10 days following receipt of the list of the proposed arbitrators submitted in accordance with Paragraph 14.3 above, the Shareholder electing arbitration shall designate an Arbitrator from the list of propose arbitrators, and shall notify, in writing, both the other Shareholder or Shareholders and the designated Arbitrator of the designation. 14.5 The designated Arbitrator shall conduct the arbitration expeditiously, and the Shareholders, Directors and Officers of the Corporation shall cooperate fully in the arbitration. The Shareholders, Directors and Officers of the Corporation shall meet with the Arbitrator upon reasonable notice, and shall provide to the Arbitrator such documents and other information as the Arbitrator may reasonably require. 14.6 The Arbitrator shall use his or her or her best efforts to conclude the arbitration within 30 days following the designation as Arbitrator, and shall, upon completion of the arbitration, issue a written decision to the Shareholders. The decision of the Arbitrator shall be final and enforceable in a court of competent jurisdiction. 14.7 The cost of the arbitration, including any fees charged by the Arbitrator, shall be paid in equal shares by the party requesting arbitration and by the Corporation. 14.8 The Shareholders and the Corporation acknowledge and agree that these Bylaws include an Agreement to Arbitrate and, in accordance with Chapter 192 of Title 12 of the Vermont Statutes, the Shareholders acknowledge that, in the event any Shareholder elects to arbitrate any dispute arising under these Bylaws for which Arbitration is provided as a remedy, no Shareholder will be able to bring a lawsuit concerning any such dispute, unless it involves a question of constitutional or civil rights. Instead, the Shareholders agree to submit such disputes to an impartial arbitrator or arbitrators as provided herein. 15 NOTICE. If at any time it shall become necessary for the Shareholders, Officers or Directors of the Corporation to serve any notice, demand or communication upon any other party to these Bylaws, such notice, demand or communication shall be in writing signed by the party serving the same, and either delivered personally or deposited in the registered or certified United States mail, returned receipt requested, postage prepaid. 15.1 If intended for the Corporation and/or its Officers or Directors, such notice shall be addressed to the registered or business office of the Corporation, Attention. Secretary 15.2 If intended for the Shareholders such notice shall be sent to the Shareholders at the address each has given to the Corporation as the address to which notices shall be sent. 15.3 Any party may designate an alternate agent to receive Notices or an alternate address for Notices by giving written Notice thereof to the other party. 15.4 Any notice so mailed shall be deemed to have been given as of the time such Notice is delivered or is deposited in the United States mail. 15.5 Any party who acknowledges receipt of Notice timely given by another party shall be deemed to have received such Notice, notwithstanding that the giving of such was Notice in accordance with the formalities of this Paragraph. 16 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify every director and officer from and against any and all losses, claims and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his or her being or having been a director or officer (including serving as the administrator or fiduciary of any pension or welfare plan of the corporation) to the greatest extent provided by law, except in relation to matters as to which he shall be adjudged finally, in such action, suit or proceeding, to be liable for gross negligence or gross or willful misconduct in breach of his or her duty as such an officer, director, administrator or fiduciary. In the event of settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right to indemnity accruing to any person shall not exclude any other right to which he lawfully may be entitled nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided. In addition, the Corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against him and incurred by him 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 against such liability under the provisions of law. 17 INSPECTION OF RECORDS. 17.1 Corporate Records. A shareholder of the Corporation may inspect and copy, during regular business hours at the corporation's principal office, any of the following records of the Corporation in accordance with llA V.S.A. 16.02(a) if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. 17.1.1 its articles or restated articles of incorporation and all amendments to them currently in effect; 17.1.2 its bylaws or restated bylaws and all amendments to them currently in effect; 17.1.3 resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; 17.1.4 the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting; 17.1.5 all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under llA V.S.A. 16.20; 17.1.6 a list of the names and business addresses of its current directors and officers; 17.1.7 its most recent annual report delivered to the Secretary of State under 1 lA V.S.A. 16.22; 17.2 Financial Records. A shareholder of the Corporation shall have the right to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, the accounting records of the Corporation and the record of shareholders in accordance llA V.S.A. 16.02(b) if the shareholder meets the following requirements of llA V.S.A. 16.02(c); 17.2.1 the shareholder establishes that the shareholder's demand is made in good faith and for a proper purpose; 17.2.2 the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and 17.2.3 the records are directly connected with the shareholder's purpose. 17.3 Confidentiality. Any shareholder that chooses to inspect or copy any of the above-mentioned records shall maintain confidentiality and shall not disclose the content of such records to anyone except his or her financial advisors or other professional counsel. 18 INTERPRETATION OF BYLAWS. In the event of any conflict or ambiguity in these Bylaws, the Board of Directors shall interpret these Bylaws in a manner which best serves the purpose and interests of the Corporation. Exhibit 3.33 ARTICLES OF ASSOCIATION The name of the corporation shall be DOVER RESTAURANTS, INC. The initial registered agent shall be John D. Carbine, Esq., P.O. Box 310, Rutland, Vermont with registered office at West Dover, Vermont. The operating year shall be? Calendar Fiscal: July 31 This corporation is organized for the purpose of: to buy, sell, lease, rent, service and otherwise deal in real estate and personal property including but not limited to the purchase and sale of food and malt, vinous and spiritous liquors as a licensee under the Vermont Statutes and to operate restaurants and hotels. To apply for, take out, acquire, own, use and dispose of trademarks, tradenames, copyrights and patents necessary or convenient or desirable for furthering any of the purposes for which this corporation is formed and to buy and sell licenses, rights and royalties pertaining to the products possesses, inventions and patents. To purchase, lease, construct, invest in, take over or otherwise acquire and hold, sell, improve, pledge, mortgage, exchange, convey or otherwise deal in and with and dispose of property, real or personal, of every kind or description, necessary, advisable and proper to carry on and promote the purposes of the corporation, and in connection therewith and to pledge or mortgage the assets and the property of said corporation to secure the same, and otherwise to do and perform any and all acts, matters and things incidental to or essential to the business of said corporation, including the purchase and sale of food and malt, vinous and spiritous liquors under the Vermont statutes. The enumeration of specific powers hereinbefore stated shall not be construed to limit or restrict in any manner the aforesaid general powers of the corporation. The aggregate number of shares the corporation shall have authority to issue is __ shares, preferred, with a par value of (if no par value, so state)__; 100 shares, common, with a par value of (if no par value, so state) no par value. The initial board of directors shall have 3 members (must be at least 3) with the following serving as directors until their successors be elected and qualify: Name Post Office Address John D. Carbine P.O. Box 310, Rutland, VT Thomas M. Dowling P.O. Box 310, Rutland, VT Thomas R. Anoe P.O. Box 310, Rutland, VT Having named less than three directors I hereby state that the above-named directors (director) are the only shareholders (shareholder) in the corporation. Dated at___, in the County of Rutland this __ day of__, 19__. Incorporators Post Office Address /s/ John D. Carbine P.O. Box 310, Rutland, VT John D. Carbine Exhibit 3.34 BYLAWS OF DOVER RESTAURANTS, INC 1 OFFICES 1.1 Principal Office. The principal office of the Corporation shall be located at such place as the Board of Directors shall from time to time fix. The Corporation may have such other offices, either within or without the State of Vermont, as the Board of Directors may designate or as the business of the Corporation may require from time to time. 1.2 Registered Office. The registered office of the Corporation required to be maintained in the State of Vermont may be, but need not be, identical with the principal office in the State of Vermont, and the address of the registered office may be changed from time to time by the Board of Directors. 2 SHAREHOLDERS 2.1 Annual Meeting. The annual meeting of the Shareholders shall be held on the fourth Friday in the month of January in each year, at the hour of 10.00 A.M., or at such other time and date as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Vermont, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be scheduled. 2.2 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than 10% of all outstanding shares of the Corporation entitled to vote at the meeting. 2.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Vermont as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Vermont. 2.4 Notice Of Meeting. Notice of the annual meeting of Shareholders shall be provided in accordance with llA V.S.A. 7.05(a). In case of a special meeting, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 2.5 Voting of Shares. Subject to the provisions of Section 2.11 of this Article II, outstanding shares of the Corporation entitled to vote shall be entitled to one vote for each share upon each matter submitted to a vote at a meeting of Shareholders. Nothing herein shall be construed to prevent the establishment and use of voting trusts, and/or the use of proxies for the voting of shares. 2.6 Proxies. Every person entitled to vote shall have the right to do so either in person or by a proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 2.7 Multiple Owners of Shares. 2.7.1 For purposes of these Bylaws, the term "Shareholder" shall mean the record owner or owners of one or more Shares of stock of the Corporation as of close of the Corporation's accounting year or, in the event of a vote of the shares, the date of the meeting at which the vote is taken. 2.7.2 If one or more shares are held in the name of tenants by the entireties, joint tenants with right of survivorship, tenants in common, partnership, trust or other entity or combination of entities (collectively, the Ownership Entity), such Ownership Entity shall be a single "Shareholder" for purposes of these Bylaws, including, without limitation, the required number of directors of the Corporation and/or voting on any matters requiring a vote of the Shareholders. 2.7.3 At any meeting at which shares owned by an Ownership Entity are voted, the Secretary may, in the absence of any written notice to the contrary, rely upon the apparent authority of the person voting the shares of the Ownership Entity, or the Secretary may, at his or her discretion, require evidence of the authority of the person voting the shares of the Ownership Entity including, without limitation, such evidence of authority as is provided for in Section 2.8 of these Bylaws. 2.8 Voting Of Shares By Certain Holders. 2.8.1 Shares held jointly in the name of a husband and wife are treated as owned by one Shareholder and may be voted by either spouse. 2.8.2 Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. 2.8.3 Shares outstanding in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in the appropriate order of the Court by which such receiver was appointed. 2.8.4 A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. 2.8.5 Treasury shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 2.9 Unanimous Consent By Shareholders. Any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof. 2.10 Cumulative Voting. At each election for Directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for those whose election he has a right to vote, or to cumulate his or her or her votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principal among any number of such candidates. 2.11 Restriction on Transfer of Shares. Each Stock certificate shall bear the following legend legibly and conspicuously on its face. "The transfer of this stock is subject to the terms and conditions of the Bylaws of the Corporation." 3 BOARD OF DIRECTORS 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the shareholders. 3.2 Number. Tenure And Qualifications. The number of Directors of the Corporation shall be the same as the number of Shareholders (Shares held jointly in the name of multiple owners shall be deemed to be held by a single Shareholder for purposes of this paragraph). The Shareholders may, by vote of a majority of the Shares issued and outstanding as of the date of such a vote at a meeting called for such purpose, increase the number of directors to not more than five directors. Each Director shall hold office until the next annual meeting of Shareholders or until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Vermont or Shareholders of the Corporation. Each Shareholder (or the estate of a deceased Shareholder) shall have the right to designate, in writing, a candidate for Director; in instances where Shares of Stock are held in the name of two or more persons, the persons holding the Shares of Stock shall have the right to, by written notice to the Secretary, designate a Director candidate. In the event no such candidate is designated prior to a meeting at which Directors are to be elected, a majority of the Shareholders shall designate the candidate. 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Vermont, for the holding of additional regular meetings without other notice than such resolution. 3.4 Special Meetings. 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 of Directors may fix any reasonably convenient place, either within or without the State of Vermont, as the place for holding any special meeting of the Board of Directors called by them. 3.5 Notice. Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.6 Quorum. A majority of the number of Directors designated in accordance with Paragraph 3.2 above shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by statute, the Articles of Incorporation, or these Bylaws. 3 . 8 Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting 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 and filed with the minutes of the meetings of the Board of Directors. 3.9 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, provided that the provisions of Section 3.2 above shall apply to the selection of candidates to fill any vacancies on the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders. 3.10 Compensation. By resolution of the Board of Directors, each Director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. 3.11 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or recusal shall be entered into the minutes of the meeting or unless he shall file his or her written dissent or recusal to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or recusal by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 3.12 Removal of Directors. The shareholders may remove one or more directors with or without cause in accordance with llA V.S.A. 8.08(a). 3.13 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them pursuant to llA V.S.A. 8.25(a). Each committee must have two or more members, who serve at the pleasure of the Board of Directors. 4 OFFICERS 4.1 Officers. The officers of the Corporation shall be a President and Secretary, and may include one or more Vice Presidents and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. 4.2 Election And Term Of Office. - The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. 4.3 Removal. All officers and agents serve at the pleasure of the Board of Directors and may be removed at any time by the Board of Directors, with or without cause, pursuant to 1 l A V. S. A.8.43(b). Such removal from office, however effected, shall be without prejudice to the contract rights, if any, of the person so removed. In accordance with llA V.S.A. 8.44(a), election or appointment of an officer or agent shall not of itself create contract rights. 4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. 4.5 Approval of Major Decisions. Any decision or vote of the Directors notwithstanding, no decisions of the Directors on any of the following matters shall be final and binding upon the Corporation except upon prior written approval by the Chief Executive Officer of the Corporation. 4.5.1 Issuance, sale, purchase or acquisition of any capital stock, bonds, debentures or warrants of the Corporation, or the approval of additional authorized shares or classes of stock of the Corporation. 4.5.2 Approval of, or material deviation from, the annual budget for the Corporation. 4.5.3 Sale, pledge or mortgage of all or substantially all of the assets of the Corporation. 4.5.4 Acquisition by the Corporation of any real or personal property (by purchase, lease or otherwise) of a value equal to or greater than $50,000.00 in any single transaction or series of related transactions. 4.5.5 Borrowing or assumption of indebtedness by the Corporation in an amount greater than $10,000.00 in any single transaction or series of related transactions. 4.5.6 Employment of any person for a period of more than one year. 4.5.7 Settlement or compromise of any claim by or against the Corporation that materially affects or impairs the operation of the Corporation or is in the aggregate amount equal to or greater than $25,000.00 arising out of any single transaction or any series of related transactions unless such settlement is entirely funded from the proceeds of insurance. No Major Decision shall be binding upon the Corporation unless approved, in advance, by the Chief Executive Officer and evidenced by a certificate of the Secretary setting forth the approval of the Major Decision which certificate shall be affirmed by the Chief Executive Officer. 4.6 Chief Executive Officer. The Chief Executive Officer of the Corporation shall be solely responsible for approving and shall, pursuant to these Bylaws have the authority to approve, all Major Decisions of the Corporation, as provided in Paragraph 4.5 above, and shall supervise and control all of the business and affairs of the Corporation with respect to such Major Decisions. The Chief Executive Officer shall preside at all meetings of the Directors and Shareholders of the Corporation. 4.7 President. The President shall be the chief operating officer of the Corporation and shall, in general, supervise and control the business and affairs of the Corporation, except those business affairs reserved in these Bylaws to the Chief Executive Officer, or delegated by the Directors or these Bylaws to another officer of or agent for the Corporation. The President shall sign, with the Secretary, certificates for shares of the Corporation, and shall, except as otherwise provided in these Bylaws or in the resolutions of the Directors, or as may be required by law to be otherwise signed or executed, be the duly authorized agent of the Corporation to execute, in the name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed; 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. 4.8 The Vice-President. In the absence of the President or in the event of his or her or her death, 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 at the time of their election; 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 may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 4.9 The Secretarv. The Secretary shall. (a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) 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 in the execution of which, on behalf of the Corporation, under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder and Director that shall be furnished to the Secretary by such Shareholder or Director; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (fl have general charge of the stock transfer books of the Corporation and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 4.10 The Treasurer. The Treasurer shall. (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of 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. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. 4.11 Assistant Secretaries And Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned by them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. 4.12 Salaries. The salaries of the officers shall, at the discretion of the Directors, be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Unless and until a salary or other compensation is established by resolution of the Directors, no officer shall be entitled to receive a salary or other compensation from the Corporation. 4.13 At-will Employment. Unless otherwise agreed in writing by the Directors and ratified by the Shareholders in accordance with Paragraph 2.11 of these Bylaws, every officer and employee of the corporation shall be an "at-will" employee, and their employment shall be subject to termination by a majority vote of the Directors. No officer or employee of the Corporation shall be entitled to such employment by virtue of their ownership of any Stock in the Corporation. 5 CONTRACTS. LOANS CHECKS AND DEPOSITS 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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 loans. 5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by these Bylaws or by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 5.3 Checks Drafts! Etc. 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 officer or 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. 5.4 Deposits. All funds of the Corporation not otherwise employed 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. 6 CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 Certificates For Shares. Each shareholder, upon payment in full for his or her shares, shall be entitled to a certificate certifying the number of shares owned by him or her in the Corporation. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. 6.2 Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 6.3 Transfer Of Shares. Transfer of shares of the Corporation shall be made on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law; provided that whenever any transfer of shares is made for collateral security and not absolutely, such fact shall be so expressed in the entry of transfer if so requested by a written notice to the Secretary which has been executed by both the transferor and the transferee. 7 RESTRICTION ON TRANSFER. Any contrary provision of these Bylaws notwithstanding, no Shareholder may sell, assign, pledge or otherwise transfer or encumber such Shares except as follows. 7.1 Transfer. No Shareholder shall sell, transfer, assign, syndicate, pledge or otherwise dispose of or encumber (voluntarily, involuntarily, by operation of law or otherwise) his or her or her shares, except as expressly provided herein. No action in contravention of this Article shall be effective to transfer or reassign the Shares of a Shareholder. 7.2 Cross Purchase Agreement. A Shareholder may, at any time, elect to sell his or her or her Shares, or purchase the Shares of other Shareholders upon the following terms and conditions. 7.2.1 It is the purpose of this section of the Bylaws to set forth the procedure whereby the Shares of the Corporation may be purchased and/or sold among the Shareholders. 7.2.1.1 For purposes of this Section, the term "Notifying Shareholder" shall mean the Shareholder who initiates the process of the acquisition or sale of Shares by giving notice, as hereinafter set forth. 7.2.1.2 The term "Receiving Shareholder(s)" shall mean the Shareholder or Shareholders from whom the Notifying Shareholder desires to acquire Shares of the Corporation. 7.2.1.3 The term "Remaining Shareholder(s)" shall mean the Shareholder or Shareholders of record of the Corporation, including the Receiving Shareholder but excluding the Notifying Shareholder. 7.2.1.4 The term "Notice of Intent to Purchase" shall mean the written notice sent by the Notifying Shareholder to the Remaining Shareholder(s), including the Receiving Shareholder(s), notifying them of the intent of the Notifying Shareholder to purchase the interest of the Receiving Shareholder(s). 7.2.2 Purchase or Sale of All Shares. In order to exercise the right to purchase set forth in this Section, unless otherwise agreed between and among the Shareholders, the right to purchase and the obligation to sell Shares to the Corporation under this Section may be exercised only as to all of the Shares of the Notifying and Receiving Shareholders. In other words, if the Notifying Shareholder owns 80% of the stock of the Corporation and the Receiving Shareholder owns 20 % of the stock of the Corporation, the Notice to Purchase shall reflect the per-share price for all of the Shares owned by the Receiving Shareholder. If the Receiving Shareholder elects to purchase the Shares of the Notifying Shareholder, the Receiving Shareholder shall purchase all of the Shares of the Notifying Shareholder for the per-share price set forth in the Notice. 7.2.3 Notice of Intent to Purchase. The Notifying Shareholder electing to purchase the Shares of a Receiving Shareholder(s) shall send Notice of Intent to Purchase to all of the Remaining Shareholders, setting forth the price and terms upon which the Shares of the Receiving Shareholder(s) are proposed to be purchased. 7.2.4 Response to Notice. The Remaining Shareholders, or any of them, shall have a period of sixty (60) days from date of receipt of such notice to elect to purchase the Shares of the Notifying Shareholder upon the same terms and conditions, and at the same price contained in the Notice of Intent to Purchase. If the Remaining Shareholders, or any of them, so elect, they shall give written notice of such election to the Notifying Shareholder, and shall have the greater of thirty (30) days following the date of such notice or the closing date established by the Notifying Shareholder to tender the Notifying Shareholder the purchase price, or other consideration set forth in the Notice of Intent to Purchase; the Remaining Shareholders who elect to purchase, may, at their option, finance the purchase with a note to the Notifying Shareholder, payable, with interest, at the New York prime rate, with payments of interest only quarterly and a final payment of principal and interest one year following the date of closing secured by a pledge of the Notifying Shareholder's stock. Unless otherwise expressly provided herein, each of the Remaining Shareholders shall have the right to purchase, pro-rata, the Shares of the Notifying Shareholders, the purchase based upon the number of Shares owned by each Remaining Shareholder who elects to purchase the Shares of the Notifying Shareholder, as of the date of notice. 7.2.5 Failure of Remaining Shareholders to Purchase. If the Remaining Shareholders fail or are unable to purchase the Shares of the Notifying Shareholder as aforesaid, the Notifying Shareholder shall have a period of thirty (30) days following the date of expiration of the aforesaid election period (or written notice from the Remaining Shareholders that none of them intends to purchase, whichever occurs sooner), to tender to the Receiving Shareholder(s) the consideration set forth in the Notice of Intent to Pur chase. 7.2.6 Tender of Purchase Price. The Shareholder or Shareholders from whom the Shares are to be purchased in accordance with the foregoing provisions shall, upon tender of the consideration set forth in the Notice of Intent to Purchase, endorse, execute and deliver to the purchasing Shareholder or Shareholders all stock certificates and/or documents reasonably required to transfer the Shares of the selling Shareholder to the purchasing Shareholder or Shareholders, and also shall submit written resignations as an officer and/or director of the Corporation and a general release of the Corporation from all obligations to the selling Shareholder, except those obligations, if any contained in the consideration for the purchase of the Shares. 7.2.7 Failure by Notifying Shareholder to Purchase. In the event, after delivering a Notice of Intent to Purchase to the Receiving Shareholder, the Notifying Shareholder shall fail or be unable to purchase the Shares of the Receiving Shareholder, the Notifying Shareholder shall reimburse the Receiving Shareholder for any and all costs or expenses, including attorney's fees, incurred by the Receiving Shareholder in connection with any efforts by the Receiving Shareholders to arrange to purchase the Shares of the Notifying Shareholder. 7.2.8 Satisfaction of Pledges/Guarantees. As a condition precedent to any sale or purchase of any Stock pursuant to the provisions of this Section 7.2, the purchasing an/or Remaining Shareholders shall cause the selling Shareholder to be released from all guarantees and/or other obligations undertaken by the selling Shareholder on behalf of the Corporation, and shall cause all collateral pledged by such selling Shareholder on account of such obligations to be released. All pledges shall be subject to this Paragraph 7.2.8. A pledge shall be released provided that the pledge shall be applied to the proceeds of the sale of the Shares. A release shall be delivered by the purchasing and/or Remaining Shareholders not later than the date upon which the selling Shareholder is obligated to sell and transfer his or her Shares to the purchasing and/or Remaining Shareholders. In the event the purchasing and/or Remaining Shareholders fail or are unable to cause the release of the selling Shareholder from such guarantees, liabilities and/or pledge of collateral, all acts undertaken by the purchasing and/or Remaining Shareholders in connection with this Subsection 7.2.8 shall be null and void. 7.3 Right of First Refusal. In the event a Shareholder enters into a bona fide, arms' length agreement to sell his or her or her Shares in the Corporation to any third party, such Shareholder (the Notifying Shareholder) shall give Notice of Intent to Sell to the Corporation and the Remaining Shareholders, in writing, of the terms and conditions under which the sale to such third party is to occur; such Notice shall include a copy of the Contract of Sale between the Notifying Shareholder and the third party, and shall certify that the sale is a bona fide, arm's length transaction between the Notifying Shareholder and such third party. 7.3.1 Right to Purchase. The Corporation and/or the Remaining Shareholders shall have the right to purchase the Shares of the Notifying Shareholder in accordance with the terms of the Notice and the Contract of Sale, giving written notice of such election to the Notifying Shareholder not later than thirty (30) days following receipt of the Notice. 7.3.1.1 If the Corporation and/or the Remaining Shareholders elect to purchase the interest of the Notifying Shareholder, in accordance with the terms and conditions, including the time for performance, as set forth in the Notice, acquisition of the Shares shall be in accordance with such terms and conditions. 7.3.1.2 If the Corporation or the Remaining Shareholders give notice of intent to purchase from the Notifying Shareholders and, notwithstanding such notice, fail to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Remaining Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.2 Failure to Purchase. In the event the Corporation and/or the Remaining Shareholders fail to give Notice of intent to purchase, as aforesaid, the Notifying Shareholder may forthwith sell and convey his or her Shares to such third party upon the terms and conditions set forth in the third party contract; the Corporation and the Remaining Shareholders shall execute any and all documents reasonably required to facilitate the sale. In the event of any material change in the terms and conditions or such third party contract prior to the sale and conveyance, the right of first refusal of the Corporation and the Remaining Shareholders shall apply to the revised contract. 7.3.3 Default of Agreement. If the Receiving Shareholder gives Notice of Intent to purchase and, notwithstanding such notice, fails to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Receiving Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.4 Subsequent Sales. The foregoing right of first refusal shall apply to any initial sale or any subsequent resale of Shares by any Shareholder. 7.3.s Right to Purchase: Priorities. Where, as specified in this subsection, the right to purchase shares is granted to the "Corporation and/or the Shareholders", such right to purchase shall be exercised in the following order of priority. (a) First, if the Corporation gives notice of its election to purchase, the Corporation may, except as provided in Subparagraph 7.3.6 below, purchase any or all of the shares; (b) Second, if all of the Remaining Shareholders give notice of their election to purchase, all of the Shareholders may purchase such shares not purchased by the Corporation pro rata, based upon the numbers of shares held prior to the purchase; (c) Third, any remaining unpurchased shares may be purchased by any of the Shareholders desiring to purchase such shares, pro rata, based upon the numbers of shares held by the Shareholders desiring to purchase. 7.3.6 Obligation to Purchase All Shares. In the event the Corporation and/or the Remaining Shareholders elect to exercise their right to purchase the shares of the Notifying Shareholder, they must, unless otherwise agreed by the Notifying shareholder, purchase all of the shares offered for sale by the Notifying Shareholder. In the event the Corporation and/or the Remaining Shareholders fail or are unable to purchase all of such shares, they shall be deemed to have waived their right of first refusal with respect to such sale of shares. 7.4 Death or Incapacity. In the event of the death or the incapacity of a Shareholder so that such Shareholder is unable to participate in the management of the Corporation, his or her or her Shares shall vest in his or her or her Guardian or legal representatives, as the case may be, in which event his or her or her Shares shall, except as hereinafter provided, continue to be subject to purchase by the Remaining Shareholders at a value established in accordance with Paragraph 7.6 of these Bylaws. In the event of the death of a Shareholder, whose Share are not acquired by the Corporation and/or any or all of the Remaining Shareholders, the Corporation may purchase said Shares on the same terms and conditions. If the proceeds of insurance, as from time to time may be maintained by the Corporation to purchase the stock of a deceased Shareholder, are insufficient to pay the purchase price of the Shares of the deceased Shareholder, or if such deceased Shareholder was uninsurable for all or part of the value of his or her share, any amounts owed to the estate of the deceased Shareholder by the Corporation may be paid to such estate in quarterly installments over a term of three (3) years from the date the value of such deceased Shareholder is established, with interest accruing from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal Money Rates, in effect as of the date of death of such Shareholder. 7.5 Bankruptcy of a Shareholder. In the event bankruptcy shall have occurred as to a Shareholder, the Corporation may, at its sole election, purchase the Shares of such Shareholder in quarterly installments over a term of three (3) years from the date the value of the Shares in such bankruptcy is established, with interest from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal money rates, in effect as of the date of bankruptcy of such Shareholder, unless within sixty (60) days from the date of valuation, the trustee in bankruptcy or receiver elects to purchase the Shares of the Remaining Shareholders, or sell the Shares of the bankrupt Shareholder to a third party in accordance with the foregoing terms. 7.6 Valuation in the Event of Death/Incapacity/Bankruptcy. For purposes of valuation under Paragraphs 7.4 and 7.5 above, the value of the Shares to be acquired by Corporation and/or the Purchasing Shareholder or Shareholders shall be as agreed upon between the parties, provided that if the parties cannot agree, the value of the Shares shall he determined by Arbitration in accordance with Paragraph 14 of these Bylaws. The Arbitrator shall establish the fair market value of the assets of the Coloration, determine the liabilities of the Corporation, and determine the value of the individual Shares. The amount determined to be due each Selling Shareholder shall be paid to such Selling Shareholder in cash or equivalent, not later than sixty 60) days following the date of Notice of Sale. 7.7 Defective Transfer Of Shares. Except in the event of the adoption of a Stock Purchase Agreement or any similar agreement between the Corporation and/or its Shareholders, no Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation except in accordance with these Bylaws. 7.7.1 Any attempt or effort to transfer Shares other than in accordance with these Bylaws shall not be legally effective to transfer such Shares, and 7.7.2 The Secretary shall neither record such transfer in the stock transfer records of the Corporation nor issue any new or replacement certificates based upon such wrongful transfer. 7.8 Securities Opinion. No Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation without first providing to the Corporation an opinion of counsel satisfactory to the Corporation, stating that such transfer, alienation, or disposal does not violate any state or federal securities or tax laws, and that such transfer, alienation, or disposal will not have adverse tax effects on the Corporation. 8 FISCAL YEAR. Each fiscal year of the Corporation shall begin on the 1st day of August of each year and end on the 31st day of July of the subsequent year. 9 COMPETITION AND SELF DEALING. 9.1 Independent Ventures. Except as hereinafter provided, or otherwise agreed by the Directors and the Shareholders, in writing, any Shareholder may engage in or possess an interest in other business ventures of any and every nature and description, independently or with others. Neither the Corporation nor any of the other Directors shall have any right by virtue of these Bylaws in and to such independent ventures or to the income, gain or profits derived therefrom, nor shall any Shareholder be obligated to offer to the other Shareholders the opportunity to participate in any independent venture. 9.2 Self-Dealing. The fact that a Shareholder or any affiliate of a Shareholder, as the case may be, is employed by or is directly or indirectly interested in or connected with, any person, firm, or corporation retained by the Corporation to develop, construct, sell and/or manage any project undertaken by the Corporation, or to render or perform a service, or to whom or which the Corporation shall convey any property or lease any space, or from whom or which the Corporation shall acquire any property or lease any space, shall not prohibit the corporation from contracting with or otherwise dealing with him or it, provided any such dealing is on an arm's-length basis and the fees paid for such services are not in excess of fees customarily paid for similar services and the Shareholder discloses such self-dealing to the other Shareholder and such Shareholder at all times recognizes and maintains a relationship of fiduciary duty of disclosure and fair dealing with the Corporation. Neither the corporation nor the Directors as such, shall have any rights by virtue of these Bylaws in or to any income or profits derived from such services. 10 DIVIDENDS. The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding Shares in the manner, and upon the terms and conditions provided by law and its Articles of Incorporation, and in accordance with the reasonable business judgment of the Board of Directors. 11 CORPORATE SEAL. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal". 12 WAIVER OF NOTICE. Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Vermont Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 13 AMENDMENTS. 13.1 Except as hereinafter provided, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the Shareholders at any regular or special meeting. 13.2 Any contrary provision of these Bylaws notwithstanding, the following Articles and Sections may be amended only by a two-thirds vote of all of the Shares of the Corporation issued and outstanding as of the date of the meeting at which such vote is taken. 14 ARBITRATION. To the extent any provision of these Bylaws expressly provides for Arbitration to resolve any dispute arising under such provision, the following rules shall govern the notice and conduct of the Arbitration. 14.1 Arbitration shall only be available with respect to the provisions of these Bylaws that expressly provide for Arbitration. 14.2 Notice of an election to arbitrate (Notice of Arbitration) shall be in writing and shall be given by the Shareholder or Shareholders electing arbitration not later than 10 days following the date of notice of the event or decision for which arbitration is requested. 14.3 The Shareholder or Shareholders receiving Notice of Arbitration shall, within 10 days following receipt of the Notice to Arbitrate, provide to the Shareholder giving the Notice to Arbitrate a list of the names and addresses of 5 business consultants, public accountants, Vermont licensed attorneys who regularly practice business or commercial law, or members of the American Arbitration who specialize in commercial and/or corporate arbitration; the proposed arbitrators shall not have any business or family affiliation with the Corporation or its Shareholders. 14.4 Not later than 10 days following receipt of the list of the proposed arbitrators submitted in accordance with Paragraph 14.3 above, the Shareholder electing arbitration shall designate an Arbitrator from the list of propose arbitrators, and shall notify, in writing, both the other Shareholder or Shareholders and the designated Arbitrator of the designation. 14.5 The designated Arbitrator shall conduct the arbitration expeditiously, and the Shareholders, Directors and Officers of the Corporation shall cooperate fully in the arbitration. The Shareholders, Directors and Officers of the Corporation shall meet with the Arbitrator upon reasonable notice, and shall provide to the Arbitrator such documents and other information as the Arbitrator may reasonably require. 14.6 The Arbitrator shall use his or her or her best efforts to conclude the arbitration within 30 days following the designation as Arbitrator, and shall, upon completion of the arbitration, issue a written decision to the Shareholders. The decision of the Arbitrator shall be final and enforceable in a court of competent jurisdiction. 14.7 The cost of the arbitration, including any fees charged by the Arbitrator, shall be paid in equal shares by the party requesting arbitration and by the Corporation. 14.8 The Shareholders and the Corporation acknowledge and agree that these Bylaws include an Agreement to Arbitrate and, in accordance with Chapter 192 of Title 12 of the Vermont Statutes, the Shareholders acknowledge that, in the event any Shareholder elects to arbitrate any dispute arising under these Bylaws for which Arbitration is provided as a remedy, no Shareholder will be able to bring a lawsuit concerning any such dispute, unless it involves a question of constitutional or civil rights. Instead, the Shareholders agree to submit such disputes to an impartial arbitrator or arbitrators as provided herein. 15 NOTICE. If at any time it shall become necessary for the Shareholders, Officers or Directors of the Corporation to serve any notice, demand or communication upon any other party to these Bylaws, such notice, demand or communication shall be in writing signed by the party serving the same, and either delivered personally or deposited in the registered or certified United States mail, returned receipt requested, postage prepaid. 15.1 If intended for the Corporation and/or its Officers or Directors, such notice shall be addressed to the registered or business office of the Corporation, Attention. Secretary 15.2 If intended for the Shareholders such notice shall be sent to the Shareholders at the address each has given to the Corporation as the address to which notices shall be sent. 15.3 Any party may designate an alternate agent to receive Notices or an alternate address for Notices by giving written Notice thereof to the other party. 15.4 Any notice so mailed shall be deemed to have been given as of the time such Notice is delivered or is deposited in the United States mail. 15.5 Any party who acknowledges receipt of Notice timely given by another party shall be deemed to have received such Notice, notwithstanding that the giving of such was Notice in accordance with the formalities of this Paragraph. 16 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify every director and officer from and against any and all losses, claims and expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his or her being or having been a director or officer (including serving as the administrator or fiduciary of any pension or welfare plan of the corporation) to the greatest extent provided by law, except in relation to matters as to which he shall be adjudged finally, in such action, suit or proceeding, to be liable for gross negligence or gross or willful misconduct in breach of his or her duty as such an officer, director, administrator or fiduciary. In the event of settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right to indemnity accruing to any person shall not exclude any other right to which he lawfully may be entitled nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided. In addition, the Corporation may purchase and maintain insurance on behalf of such persons against any liability asserted against him and incurred by him 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 against such liability under the provisions of law. 17 INSPECTION OF RECORDS. 17.1 Corporate Records. A shareholder of the Corporation may inspect and copy, during regular business hours at the corporation's principal office, any of the following records of the Corporation in accordance with llA V.S.A. 16.02(a) if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. 17.1.1 its articles or restated articles of incorporation and all amendments to them currently in effect; 17.1.2 its bylaws or restated bylaws and all amendments to them currently in effect; 17.1.3 resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; 17.1.4 the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting; 17.1.5 all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under llA V.S.A. 16.20; 17.1.6 a list of the names and business addresses of its current directors and officers; 17.1.7 its most recent annual report delivered to the Secretary of State under 1 lA V.S.A. 16.22; 17.2 Financial Records. A shareholder of the Corporation shall have the right to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, the accounting records of the Corporation and the record of shareholders in accordance llA V.S.A. 16.02(b) if the shareholder meets the following requirements of llA V.S.A. 16.02(c); 17.2.1 the shareholder establishes that the shareholder's demand is made in good faith and for a proper purpose; 17.2.2 the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and 17.2.3 the records are directly connected with the shareholder's purpose. 17.3 Confidentiality. Any shareholder that chooses to inspect or copy any of the above-mentioned records shall maintain confidentiality and shall not disclose the content of such records to anyone except his or her financial advisors or other professional counsel. 18 INTERPRETATION OF BYLAWS. In the event of any conflict or ambiguity in these Bylaws, the Board of Directors shall interpret these Bylaws in a manner which best serves the purpose and interests of the Corporation. Exhibit 3.35 ARTICLES OF ASSOCIATION 1. The name of the corporation will be Resorts Technologies, Inc., whose address will be c/o Killington Ltd., Killington Road, Killington, Vermont 05751. 2. The corporation's period of duration shall be perpetual. 3. The corporation is organized to provide management and consulting services with respect to ski resort operations, systems, and technology and in general to conduct any other business activities which its Board of Directors may wish to pursue. 4. The corporation shall have authority to issue 1,000 shares of common stock having a par value of $1 per share. 5. The incorporator and initial registered agent shall be Frank P. Urso, Esq., who resides at 47 Oak Street, Proctor, Vermont 05765. 6. The initial Board of Directors shall have six members with the following individuals serving as directors until their successors are elected and qualify: Name Address Martel D. Wilson, Jr. Roaring Brook Road, Killington, VT 05751 Preston Leete Smith c/o Killington Ltd., Killington, VT 05751 Christopher S. Diamond Box 555, West Dover, VT 05356 Frank P. Urso 47 Oak Street, Proctor, VT 05765 Henry B. Lunde German Hill Road, Chittenden, VT 05737 David E. Wilcox RD #2, Box 7607, Mendon, VT 05701 Dated at Killington, Vermont this 5 day of March, 1992. /s/ Frank P. Urso Frank P. Urso Incorporator Exhibit 3.36 BYLAWS OF RESORT TECHNOLOGIES, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.37 ARTICLES OF ASSOCIATION 1. The name of the corporation will be Resort Software Services, Inc. 2. The corporation's period of duration shall be perpetual. 3. The corporation is organized to create and sell computer software; to provide consulting services with respect to its computer software packages and its computer expertise and in general to conduct any other business activities which its Board of Directors may wish to pursue. 4. The corporation shall have authority to issue 1,000 shares of common stock having a par value of $1 per share. 5. The incorporator and initial registered agent shall be Frank P. Urso, Esq., with a registered office c/o Killington Ltd., Killington Road, Killington, Vermont 05751. This is also the principal office address. 6. The initial Board of Directors shall have three members with the following individuals serving as directors until their successors are elected and qualify: Name Address Martel D. Wilson, Jr. Roaring Brook Road, Killington, VT 05751 Ivars Eichvalds Bittersweet Lane, Rutland Town, VT 05701 Robert Fenner Box 386, South Woodstock, VT 05091 Dated at Killington, Vermont this 12 day of April, 1989. /s/ Frank P. Urso Incorporator Exhibit 3.38 BYLAWS OF RESORTS SOFTWARE SERVICES, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.39 File No. 19962712 0 Pages 2 Fee Paid $105 OCN 19616218000005 ART1 filed 6/10/96 Deputy Secretary of State A True Copy When Attested By Signature Deputy Secretary of State BUSINESS CORPORATION STATE OF MAINE ARTICLES OF INCORPORATION (Check box only if applicable) _This is a professional service corporation formed pursuant to 13 M.R.S.A. Chapter 22. Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is LBO Hotel Co. and its principal business location in Maine is Bethel, Maine SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Christopher E. Howard, One Monument Square, Portland, Maine 04101 THIRD: ("X" one box only) x A. 1. The number of directors constituting the initial board of directors of the corporation is 1 (See 703.1.A.) 2. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS 3. The board of directors x is _ is not authorized to increase or decrease the number of directors. 4. If the board is so authorized, the minimum number, if any, shall be 1 director, (See 703.1.A.) and the maximum number, if any, shall be 7 directors. _B. There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons. The business of the corporation will be managed by the shareholders. (See 701.2.) FOURTH: ("X" one box only) xThere shall be only one class of shares (title of class) Common Stock Par value of each share (if none, so state) $1.00 Number of shares authorized 100,000 _There shall be two or more classes of shares. The information required by 403 concerning each such class is set out in Exhibit _ attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is $100,000.00 The total number of authorized shares (of all classes) without par value is __ shares FIFTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SIXTH: ("X" if applicable) x There are no preemptive rights. SEVENTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit __attached hereto and made a part hereof. INCORPORATORS DATED: June 6, 1996 /s/ Christopher E. Howard (signature) 187 Lester Drive Portland, ME 04103 (residence address) For Corporate Incorporators* *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 Exhibit 3.40 BYLAWS OF LBO HOTEL CO. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.41 ARTICLES OF ASSOCIATION of MOUNTAIN WASTEWATER TREATMENT, INC. I, the undersigned, natural person of the age of twenty-one (21) years or more, acting as an incorporator of a corporation under the Vermont Business Corporation Act, adopt the following Articles of Association for such corporation: FIRST: The name of the corporation is Mountain Wastewater Treatment, Inc. SECOND: The period of its duration is perpetual. THIRD: The purposes for which the corporation is organized are: To carry on any business and effect any object not repugnant to the laws of this state, including in particular and not by way of limitation, the operation of facilities for the treatment and discharge of residential and commercial sewage generated by customers with which and with whom the Corporation has contractual agreements. FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is: one class of 1,000 shares of common stock, par value $1.00 per share. FIFTH: Provisions granting to shareholders the preemptive right to acquire additional or treasury shares of the corporation are: none. SIXTH: Provisions for the regulation of the internal affairs of the corporation are: none, provided, however, that all of the shareholders may enter into an agreement concerning the composition and size of the Board of Directors, the establishment of special provisions concerning the voting of shares, and/or concerning the sale, transfer, assignment, or other encumbrance or disposal of shares of the corporation. If a copy of such agreement is filed with the corporation, such agreement shall be binding upon it and upon the shareholders. SEVENTH: The address of the initial registered office of the corporation is P.O. Box 335, Warren, Vermont, and the name of its initial registered agent at such address is Roger Lessman. EIGHTH. The number of directors constituting the initial board of directors of the corporation is four (4), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are: Name Address Warrin C. Meyers Clanrim Corporation Suite 511 One Plymouth Meeting Plymouth Meeting, PA 19462 Henry A. Jordan Clanrim Corporation Suite 511 One Plymouth Meeting Plymouth Meeting, PA 19462 Langhorn B. Smith Clanrim Corporation Suite 511 One Plymouth Meeting Plymouth Meeting, PA 19462 James J. Vincenzo Clanrim Corporation Suite 511 One Plymouth Meeting Plymouth Meeting, PA 19462 NINTH: The name and address of the incorporator is: Stewart H. McConaughy, 109 South Winooski Avenue, Burlington, Vermont 05402. Dated at Burlington, County of Chittenden and State of Vermont, this 29th day of February, 1988. /s/ Stewart H. McConaughy Stewart H. McConaughy Exhibit 3.42 BYLAWS OF MOUNTAIN WASTEWATER TREATMENT, INC. Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Vermont. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Vermont and the municipality or other place in Vermont where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Vermont, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Vermont" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Vermont corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Vermont corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Vermont corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Vermont. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Vermont corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.43 STATE OF MAINE Certificate of Organization of a Corporation under the General Law The undersigned, officers of a corporation organized at Waterville, Maine at a meeting of the signers of the articles of agreement therefor, duly called and held at 44 Elm Street in the City of Waterville on Thursday, the 25th day of June, A.D. 1970 hereby certify as follows: The name of the corporation is MOUNTAINSIDE. The purposes of said corporation are: To undertake, do, engage in, transfer and carry on any and all kinds of manufacturing, mechanical, mercantile, trading, contracting, commercial, building, agricultural, logging, lumbering, mining, quarrying and real estate business; and any and all other kinds of business incidental, ancillary, related, pertaining, necessary or proper to or connected with any one or all of the purposes and kinds of business in this clause mentioned. Directors need not be stockholders. Said corporation is located at Sugarloaf Township, in the County of Franklin. The number of directors is six and their names are H. King Cummings, Joseph Sewall, Robert Bass, George Cary, Benjamin Butler and James Flint. The name of the clerk is Benjamin Butler and his residence is Farmington, Maine. The undersigned, H. King Cummings is president; the undersigned H. King Cummings of Guilford, Maine is treasurer; and the undersigned H. King Cummings, Joseph Sewall, Robert Bass, George Cary, Benjamin Butler and James Flint are a majority of the directors of said corporation. Witness our hands this 25th day of June, A.D. 1970. /s/ H. King Cummings, President /s/ H. King Cummings, Treasurer Directors /s/ H. King Cummings /s/ George G. Cary /s/ Joseph Sewall /s/ Robert Bass /s/ James P. Flint /s/ Benjamin Butler Kennebec, SS June 25, A.D. 1970 Then personally appeared H. King Cummings, Joseph Sewall, Robert Bass, George Cary, Benjamin Butler and James Flint and severally made oath to the foregoing certificate, that the same is true. Before me, /s/ Robert A. Marden, Justice of the Peace STATE OF MAINE Attorney General's Office July 8, A.D. 1970 I hereby certify that I have examined the foregoing certificate, and the same is properly drawn and signed, and is conformable to the constitution and laws of the State. John W. Benoit, Jr. Deputy Attorney General For Use By The Secretary of State File No. 19700207d Fee Paid $10 C.B. Date 5-20-87 For Use By The Secretary of State Filed April 7, 1987 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF AMENDMENT (Amendment Pursuant to Court Order) of MOUNTAINSIDE Pursuant to 13-A M.R.S.A. 807 and 810, the undersigned corporation adopts these Articles of Amendment: FIRST: Outstanding shares were not entitled to vote on the Amendment set out in Exhibit 1 attached hereto. SECOND: The Amendment was approved and directed to be filed by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095 captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors. THIRD: The Amendment does not provide for any exchange, reclassification or cancellation of issued shares. FOURTH: The Amendment does not change the number of par values of authorized shares. FIFTH: The name of the clerk and the corporation's registered office appearing on the record in the Secretary of State's Office are: Robert A. Marden, 44 Elm Street, Waterville, Maine 04901. SIXTH: The name of the new clerk and the corporation's new registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. DATED: April 4, 1987 MOUNTAINSIDE By: Warren C. Cook, President EXHIBIT 1 TO ARTICLES OF AMENDMENT OF MOUNTAINSIDE DATED APRIL 4, 1987 Amendment to Articles of Incorporation of Mountainside 1. The list of Directors is deleted in its entirety and the following is inserted in its place: The number of Directors constituting the entire Board of Directors shall be eighteen (18) and the names and addresses of the persons who shall serve as Directors until the next annual meeting of the Stockholders and until their successors are elected and shall qualify are: Warren C. Cook Stephen W. Foss Sugarloaf Mountain Foss Manufacturing Corporation 231 Neck Road Kingfield, ME 04947 Wardhill, P.O. Box 277 H. King Cummings Haverhill, MA 01830 Sugarloaf Mountain Corporation Kingfield, ME 04947 James Michael Seed 192 Cedar Street Kenneth Nelson East Greenwich, RI 02818 Nelson & Smell 212 Canco Road Paul Bucha Portland, ME 04103 Port Liberte The Sperry Group Duane D. Fitzgerald 30 Montgomery St., Suite 1320 746 High Street Jersey City, NJ 07032 P.O. Box 651 Bath, ME 04530 William S. Dodge Classic Oldsmobile Cadillac J. Michael Conley Route 1 at Depot Road 746 High Street Falmouth, ME 04105 P.O. Box 651 Bath, ME 04530 Joseph O'Donnell 96 Broadway Peter Webber Boston, MA 02116 The Sugarloaf Inn Resort Jerry Muth Carrabassett Valley, Sugarloaf Mountain Corporation ME 04947 Kingfield, ME 04947 Arthur M. Sibley F. Gordon Hamlin The Sugarloaf Inn The Dartmouth Company Resort 486 Congress Street Carrabassett Valley, P.O. Box 4570 ME 04947 Portland, ME 04412 Joseph Sewall James W. Sewall Company 147 Center Street Old Town, ME 04468 Lloyd Cutler Carrabassett Valley, ME 04947 Charles D. McKee Tucker Anthony Paul Choquette 413 Congress Street 7 Jackson Walkway Portland, ME 04101 Providence, RI 02903 2. The name of the Clerk and the address of the registered office are deleted in their entirety and the following is inserted in their place: The name of its Clerk and address of its registered office are: Robert H. Turner, Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947. I, Warren C. Cook, hereby certify, this 4th day of April, 1987, that the Amendment annexed hereto as Exhibit 1 was adopted and these Articles of Amendment were directed to be executed and filed by me by Order of the United States Bankruptcy Court for the District of Maine, dated April 3, 1987, in Chapter 11 Case Nos. 186-00094 and 186-00095, captioned In re Sugarloaf Mountain Corporation and Mountainside, Debtors, which Order confirmed the Joint Plan of Reorganization of Sugarloaf Mountain Corporation and Mountainside dated February 24, 1987. Warren C. Cook For Use By The Secretary of State File No.19700207D Fee Paid $35 C.B. Date Mar. 4, 1991 For Use By The Secretary of State Filed February 28, 1991 Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State ARTICLES OF AMENDMENT (Amendment by Shareholders Voting as One Class) Pursuant to 13-A M.R.S.A. 805 and 807, the undersigned corporation adopts these Articles of Amendment: FIRST: All outstanding shares were entitled to vote on the following amendment as one class. SECOND: The amendment set out in Exhibit A attached was adopted by the shareholders (circle one) A. at a meeting legally called and held on, OR B. by unanimous written consent on October 22, 1990 THIRD: Shares outstanding and entitled to vote and shares voted for and against said amendment were: Number of Shares Outstanding Number and Entitled to Vote Voted For Voted Against 98 98 -0- FOURTH: If such amendment provides for exchange, reclassification or cancellation of issued shares, the manner in which this shall be effected is contained in Exhibit B attached if it is not set forth in the amendment itself. FIFTH: If the amendment changes the number of par values of authorized shares, the number of shares the corporation has authority to issue thereafter, is as follows: Class Series (If Number of Par Value Any) Shares (If Any) The aggregate par value of all such shares (of all classes and series) having par value is $ __. The total number of all such shares (of all classes and series) without par value is __shares. SIXTH: Address of the registered office in Maine: Sugarloaf Mountain Corporation, Town of Carrabassett Valley, Maine 04947 MUST BE COMPLETED FOR VOTE OF SHAREHOLDERS I certify that I have custody of the minutes showing the above action by the shareholders. (Signature of clerk, secretary or asst. secretary) MOUNTAINSIDE By:* /s/ Robert H. Turner (signature) Robert H. Turner, Clerk (type or print name and capacity) Dated: October 22, 1990 *In addition to any certification of custody of minutes this document MUST be signed by (1) the Clerk OR (2) the President or a vice-president AND the Secretary, an assistant secretary or other officer the bylaws designate as second certifying officer OR (3) if no such officers, a majority of the directors or such directors designated by a majority of directors then in office OR (4) if no directors, the holders, or such of them designated by the holders of record of a majority of all outstanding shares entitled to vote thereon OR (5) the holders of all outstanding shares. NOTE: This form should not be used if any class of shares is entitled to vote as a separate class for any of the reasons set out in 806, or because the articles so provide. For vote necessary for adoption see 805. EXHIBIT A TO ARTICLES OF AMENDMENT OF MOUNTAINSIDE VOTED: To amend the Articles of Incorporation (formerly styled "Certificate of Organization"), as amended, of this Corporation as follows: The list of Directors is deleted in its entirety and the following is inserted in its place: "DIRECTORS A. Number (a) The number of Directors constituting the entire Board of Directors of the Corporation shall be not less than three (3) nor more than twenty-one (21). The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, but no decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. At the 1990 annual meeting of stockholders, the Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1991 annual meeting of stockholders, the term of office of the second class to expire at the 1992 annual meeting of stockholders and the term of office of the third class to expire at the 1993 annual meeting of stockholders, and with each class to hold office until its successors are elected and qualified. At each annual meeting of stockholders following such initial classification and election, Directors elected to succeed those whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. (b) Newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall only be filled by a majority vote of the Directors then in office though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of the class to which they have been elected expires." Exhibit 3.44 BYLAWS OF MOUNTAINSIDE Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.45 For Use by the Secretary of State File No. 840028D Fee Paid $120 & $50 C.B. Date 7-15-83 For Use by the Secretary of State FILED July 5, 1983 /s/ Carol E. Hanks Deputy Secretary of State A True Copy When Attested by Signature Deputy Secretary of State STATE OF MAINE ARTICLES OF INCORPORATION OF SUGARTECH Pursuant to 13-A M.R.S.A. 403, the undersigned, acting as incorporator(s) of a corporation, adopt(s) the following Articles of Incorporation: FIRST: The name of the corporation is Sugartech and it is located in Maine at Carrabassett Valley SECOND: The name of its Clerk, who must be a Maine resident, and the registered office shall be: Harold E. Woodsum, Jr., 900 Maine Savings Plaza, Portland, Maine 04101 THIRD: ("X" one box only) x. a. The number of directors constituting the initial board of directors of the corporation is six (See 703.1.A.) b. If the initial directors have been selected, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and shall qualify are: NAME ADDRESS _ There shall be no directors initially; the shares of the corporation will not be sold to more than twenty (20) persons; the business of the corporation will be managed by the shareholders. (See 703,1.B.) FOURTH: ("X" one box only) The board of directors x is __is not authorized to increase or decrease the number of directors. If the board is so authorized, the minimum number, if any, shall be one director, (See 703.1.A.) and the maximum number, if any, shall be 15 directors. FIFTH: x There shall be two or more classes of shares The information required by 403 concerning each such class is set out in Exhibit A attached hereto and made a part hereof. SUMMARY The aggregate par value of all authorized shares (of all classes) having a par value is $200,000.00 The total number of authorized shares (of all classes) without par value is 100,000 shares SIXTH: ("X" one box only) Meetings of the shareholders x may _ may not be held outside of the State of Maine. SEVENTH: ("X" if applicable) x There are no preemptive rights. EIGHTH: Other provisions of these articles, if any, including provisions for the regulation of the internal affairs of the corporation, are set out in Exhibit _ attached hereto and made a part hereof. INCORPORATORS DATED: July 1, 1983 /s/ Harold E. Woodsum, Jr. Harold E. Woodsum, Jr. (residence address) RR 5, Box 70, Cape Elizabeth, ME 04107 For Corporate Incorporators* Name of Corporate Incorporator By: Street (signature of officer) (type or print name and capacity) (principal business location) (city, state and zip code) *Articles are to be executed as follows: If a corporation is an incorporator ( 402), the name of the corporation should be typed and signed on its behalf by an officer of the corporation. The articles of incorporation must be accompanied by a certificate of an appropriate officer of the corporation certifying that the person executing the articles on behalf of the corporation was duly authorized to do so. SUBMIT COMPLETED FORMS TO: SECRETARY OF STATE, STATION #101, AUGUSTA, ME 04333-0101; ATTN: CORPORATE EXAMINING SECTION; TEL. (207) 289-4195 Exhibit A Provisions Concerning the Shares of the Corporation The total number of shares of all classes which the corporation shall have authority to issue is three hundred thousand (300,000) shares, to be divided into two classes consisting of (a) one hundred thousand (100,000) preferred shares, without par value (hereinafter designated "Preferred Shares"), and (b) two hundred thousand (200,000) common shares, par value $1.00 per share (hereinafter designated "Common Shares"). Section I Preferred Shares The Preferred Shares may be issued from time to time in one or more series with such distinctive serial designations, at such price or prices and for such other consideration as may be fixed by the Board of Directors. The Preferred Shares of all series shall be in all respects entitled to the same preferences, rights and privileges and subject to the same qualifications, limitations and restrictions, except that different series of Preferred Shares may vary with respect to those provisions as shall be determined and fixed by the Board of Directors as hereinafter provided in this Section I. All the shares of any one series shall be alike in every particular. In no event shall any share of any series of Preferred Shares be entitled to more than one vote. The Board of Directors is hereby expressly empowered, subject to the other provisions of this Article FIFTH, to determine and fix by resolution or resolutions providing for the issuance of such series: (a) The number of shares to constitute each such series and the designation thereof; (b) The voting powers, full, limited or contingent, if any, to which holders of shares of any series of Preferred Shares shall be entitled; (c) The dividend rate or rates, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or series of shares, and whether such dividends shall be cumulative or noncumulative; (d) Whether or not the shares of such series shall be redeemable and, if redeemable, the redemption price and the terms and conditions thereof; (e) The amount, in any, which the shares of any such series shall be entitled to receive before any distribution or payment shall be made to holders of the Common Shares, in the event of any liquidation of the corporation, whether voluntary or involuntary; (f) Whether or not the shares of such series shall be subject to the operation of retirement or sinking funds to be applied tot he purchase or redemption of such shares and, if such funds are established, the annual amount thereof and the terms and provisions relative to the operation thereof; (g) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class of shares of the corporation, and, if convertible or exchangeable, the conversion price or prices or rate or rates of conversion or exchange and such other terms and conditions of conversion or exchange as shall be stated in said resolution or resolutions; and (h) Such other designations, preferences, limitations and relative rights, authorized by the laws of the State of Maine as it may deem advisable and as shall be stated in said resolution or resolutions. SECTION II Provisions Applicable to All Classes of Shares Each holder of Common Shares shall have one vote on all matters voted upon by shareholders for each such share held by such holder. Except as otherwise expressly provided by law or by the Board of Directors pursuant to Section I of this Article FIFTH, the holders of Common Shares shall have the sole voting power. No holder of any of the shares of the corporation shall be entitled as of right to purchase or subscribe for any unissued or reacquired shares of any class, or any additional shares of any class to be issued by reason of any increase of any class of the authorized shares of the corporation, or any securities convertible into shares of any class, but any such unissued or reacquired shares or such additional authorized issue of any shares or issue of convertible securities may be issued and disposed of pursuant to resolutions of the Board of Directors to such persons, firms, corporations or associations, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its discretion. Exhibit 3.46 BYLAWS OF SUGARTECH Adopted: August 1, 1996 ARTICLE I Name Section 1. Name. The name of this corporation is stated in the Articles of Incorporation. ARTICLE II References, Locations and Seal Section 1. References. References in these Bylaws to the Articles of Incorporation shall mean this corporation's Articles of Incorporation or Articles of Association, as applicable, as amended from time to time as on file with the Secretary of State of Maine. The headings of Articles and Sections in these Bylaws are for convenience only, and shall not be taken into account in construing these Bylaws. Section 2. Office and Location. The registered office of this corporation in Maine and the municipality or other place in Maine where it is located are set forth in the Articles of Incorporation. The principal office and place of business of this corporation, within or without Maine, shall be at such place as the Board of Directors shall from time to time fix. Section 3. Seal. The seal of this corporation shall be circular in form with the name of the corporation, the word "Maine" and the year of its incorporation so engraved on its face that it may be embossed on paper by pressure, provided that the Board of Directors may adopt a wafer seal in any form in respect of any particular document, in which case such wafer seal affixed to such document shall be the corporate seal of this corporation thereon for all purposes provided by law. The Clerk shall have custody of the corporate seal and he or the Secretary may affix the same to documents requiring it and attest the same. The Clerk may permit the President or Secretary to keep a duplicate of the corporate seal. ARTICLE III Meetings of Shareholders Section 1. Place. All meetings of shareholders shall be held at the registered office of the corporation or at such other place as shall be fixed (i) by the Board of Directors, (ii) by the person or persons calling the meeting, or (iii) in waivers of notice of the meeting signed by all persons entitled to notice thereof. Section 2. Date of Annual Meeting. The annual meeting of shareholders shall be held on the third Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 A.M., Local Time, or at such other hour as may be fixed by the President or Board of Directors, for the election of a Board of Directors, and for the transaction of such other business as may properly come before the meeting. The annual meeting of shareholders may likewise be held at any date and time fixed by the President or Board of Directors during a period of 30 days after the date hereinabove specified. If there shall be a failure for whatever reason to hold the annual meeting for a period of 30 days after the date hereinbefore specified, a substitute annual meeting of shareholders may be called by any person or persons entitled to call a special meeting of shareholders. Section 3. Call of Special Meetings. Special meetings of shareholders for any purpose or purposes may be called to be held at the date and time fixed in the call by the President, the Chairman of the Board of Directors (if any), a majority of the Board of Directors, or the holders of not less than 50% of the shares entitled to vote at the meeting. Section 4. Notice. Unless waived in the manner prescribed by law, written notice stating the place, day and time of the meeting and, in case of a special meeting or when otherwise required by applicable law, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed under Maine corporate law, either personally or by mail, by or at the direction of the President, Secretary, Clerk, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, and to shareholders of record not entitled to vote when required by Maine corporate law. ARTICLE IV Quorum and Voting of Shares Section 1. Quorum. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders. Section 2. Votes. Except as otherwise provided by Maine corporate law, any corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote on the subject matter. In elections of Directors, those candidates who receive the greatest number of votes cast at the meeting by the holders of shares entitled to vote to elect Directors, even though not receiving a majority of the votes cast, shall be deemed elected. ARTICLE V Directors Section 1. Number and Term. The number of Directors shall be fixed by resolution of the shareholders or the Board of Directors within the limits specified in the Articles of Incorporation. The Directors shall be elected at the annual meeting of the shareholders, and each Director so elected shall hold office for one year and until the next succeeding annual meeting and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. Section 2. Vacancies, Resignation and Removal. Any vacancy in the Board of Directors, including newly created directorships created by an increase in the number of Directors, may be filled by a majority of the remaining Directors or by the sole remaining Director. Any Director may resign his office by delivering a written resignation to the President or Clerk. Section 3. Powers. In the management and control of the business, property and affairs of the corporation, the Board of Directors is hereby vested with the power to authorize any and all corporate action, except when shareholder action is specifically required by the Articles of Incorporation or these Bylaws. ARTICLE VI Meetings of the Board of Directors Section 1. Annual Meeting. The first meeting of each newly elected Board of Directors, which shall be the Annual Meeting of the Board of Directors, shall be held at such time and place as shall be fixed by the shareholders at their meeting electing them, or if no such time and place are so fixed, said first meeting shall be held at the place of and immediately following such meeting of shareholders. In either event, no notice of such meeting shall be necessary. Such meeting of the Board of Directors may also convene at such place and time as shall be fixed by the consent in writing of all the Directors. Section 2. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be fixed by the Board of Directors. Unless action is to be taken with respect to the Articles of Incorporation or Bylaws, no notice of such regular meetings shall be necessary. Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), President, Clerk, or Secretary. The person or persons calling the special meeting shall fix the time and place thereof. Section 4. Notice; Generally. Notice of each special meeting of the Board of Directors shall be given to each Director who has not signed a waiver of notice before or after the meeting. Notices of meetings of the Board of Directors shall be given by the Clerk or Secretary or the person or persons calling the meeting. Neither the business to be transacted at nor the purpose of the meeting need be specified in the notice unless otherwise required. The giving of notice of a special meeting of the Board of Directors by or at the direction of the person or persons authorized to call the same shall constitute the call thereof. Section 5. Notice; When and How Given. Notice of meetings of the Board of Directors may be given by any of the following methods within the time period specified for that method: (a) by depositing a copy of the notice in the United States mail, first class postage prepaid, addressed to the Director at his usual or last known business or residence address, at least 3 business days before the meeting; (b) by delivering a copy of the notice to a recognized overnight delivery or express service addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 2 business days before the meeting; (c) by delivering a copy of the notice in hand to the Director at least 24 hours before the meeting; (d) by reading or causing to be read the notice over the telephone to the Director at least 24 hours before the meeting; (e) by sending a telegram containing the contents of the notice addressed to the Director at his usual or last known business or residence address at least 2 business days before the meeting; (f) by transmitting the contents of the notice by telecopy, fax or any other electronic means for the simultaneous or substantially simultaneous transmission of data to a telephone or other number held out by the Director as a number maintained by him for the receipt of the means of transmission selected at least 24 hours before the meeting; or (g) by sending a copy of the notice by any usual means of communication addressed to the Director at his usual or last known business or residence address, including street or the like in the address, at least 3 business days before the meeting. Notice to any Director actually received by him at least 24 hours before the meeting shall be deemed sufficient, notwithstanding the method or means of communication selected or the time when sent. For the purposes of this Section, a "business day" is any day other than a Saturday, Sunday or legal holiday in Maine. ARTICLE VII Executive and Other Committees Section 1. Establishment; Authority. The Board of Directors, by a resolution adopted by a majority of the Directors then in office, may designate from among its members an executive committee and other committees, each consisting of 2 or more Directors, and may delegate to such committee or committees any part or all of the authority of the Board of Directors. Section 2. Procedures. Vacancies in the membership of a committee shall be filled by resolution adopted by a majority of the Directors then in office. Committees shall keep minutes of their proceedings and report the same to the Board of Directors. Members of a committee may be removed from office, with or without cause, by resolution adopted by a majority of the Directors then in office. Any person or persons authorized to call a meeting of the Board of Directors, as well as the chairman of a committee or the committee itself, may call a meeting of a committee. Except as hereinbefore otherwise provided, so far as applicable, the provisions of these Bylaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of committees. ARTICLE VIII Officers Section 1. Number. The officers of the corporation shall be elected by the Board of Directors and shall be a President, a Clerk, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Presidents (one of whom may be designated by the Board of Directors as the Executive Vice President), and one or more Assistant Secretaries and Assistant Treasurers. Section 2. When Chosen; Qualifications; Term. The Board of Directors at its initial meeting after the incorporation of the corporation and at each Annual Meeting thereafter shall elect said officers, who shall hold office until the next Annual Meeting of the Board of Directors and thereafter until their successors are chosen and have qualified, or until their earlier death, resignation or removal from office; provided that the Clerk shall not be elected annually and shall hold office until his death or a change of Clerk is made. No officer must also be a Director. Section 3. Authority and Duties. Each officer shall have such authority and perform such duties as are set forth in the Maine Business Corporation Act or in these Bylaws, and as shall be determined from time to time by the Board of Directors. Each officer shall also have such authority and perform such duties as are usually incumbent upon his office except as the same may be limited from time to time by the Board of Directors. Section 4. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President. The President shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and of the Board of Directors at which he is present, and shall see that all orders and resolutions of the Board of Directors are carried into effect. Section 6. Vice President. The Vice President, if any, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in case of the absence or disability of the President, have the authority and perform the duties of the President. If the Board of Directors shall elect an Executive Vice President, it shall be presumed that he is the Vice President determined by the Board of Directors first to act in case of the absence or disability of the President. Section 7. Secretary. The Secretary or the Clerk shall attend all meetings of the Board of Directors and record all the proceedings of the Board of Directors in a book kept for that purpose. The Secretary shall perform like duties for the executive committee. In case of the absence or disability of the Secretary, or if the corporation shall have no Secretary, all of the powers of the Secretary may be exercised by the Clerk. The Clerk, Secretary or an Assistant Secretary may certify all votes, resolutions and actions of the shareholders and the Board of Directors and its committees. Section 8. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Secretary, have the authority and perform the duties of the Secretary. Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, and shall deposit all such funds in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall keep or cause to be kept all books and records of account and shall prepare or cause to be prepared all financial statements required by Maine corporate law, the Board of Directors or good accounting practices. The Treasurer shall render to the Board of Directors, whenever required, accounts of all corporate financial transactions and of the financial condition of the corporation. Section 10. Assistant Treasurers. Except as hereinbefore provided, the Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers, in the order determined by the Board of Directors, shall, in case of the absence or disability of the Treasurer, have the authority and perform the duties of the Treasurer. ARTICLE IX Voting Shares of Other Corporations Section 1. Voting Shares of Other Corporations. The Chairman of the Board of Directors, if any, the President, any Vice President, the Secretary, the Treasurer and the Clerk of this corporation, in that order, shall have authority to vote shares of other corporations standing in the name of this corporation, and the President, Secretary or Clerk is authorized to execute and deliver in the name and on behalf of this corporation proxies appointing any one or more of the foregoing officers as the proxy agents of this corporation. ARTICLE X Lost Stock Certificates Section 1. Lost Stock Certificates. The Board of Directors may authorize, generally or in a specific case, the appropriate officers to execute and deliver a replacement certificate for shares of this corporation in substitution for any certificate for shares theretofore issued alleged to have been lost, destroyed or stolen. Unless waived by the Board of Directors, the officers executing the replacement certificate shall require the registered holder thereof to sign and swear to an affidavit of loss and indemnity agreement in such form as shall be prescribed by the Clerk. In addition, the Board of Directors may prescribe such other terms and conditions precedent to the issuance of replacement certificates, including without limitation the requirement of further indemnities and surety bonds or insurance policies, as it deems appropriate to protect the corporation and its officers and agents from any claim that may be made against it or them with respect to any such certificate alleged to have been lost, destroyed or stolen. The powers and duties of the Board of Directors prescribed in this ARTICLE X may be delegated in whole or in part to any registrar or transfer agent for this corporation. ARTICLE XI Transfers and Registration of Shares Section 1. Stock Transfer Books. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded in the original stock transfer books of the corporation, provided that the provisions of Article XV of these Bylaws respecting restrictions on transfers of shares have been complied with. The original issue of shares of this corporation shall likewise be recorded in the original stock transfer books of the corporation. Section 2. Registered Shareholders. The corporation shall be entitled to recognize the person or persons shown on its original stock transfer books as the owner of shares as the exclusive and only owner thereof for all purposes, including without limitation the right to (i) receive dividends and other distributions; (ii) vote; and (iii) examine lists, books, minutes or other materials relating to the corporation. The corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person not noted in its original stock transfer books, whether or not it shall have express or other notice thereof. ARTICLE XII Indemnification Section 1. Definitions. For all purposes of this Article, (i) the term "Officer" (when capitalized, but not otherwise) shall mean any person who is or was a Director, the President, the Treasurer, the Secretary or the Clerk of this corporation; (ii) the term "Employee" (when capitalized, but not otherwise) shall mean any other person (whether or not a common law employee) who is or was an officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan, or other enterprise; and (iii) the term "Claimant" (when capitalized, but not otherwise) shall mean any Officer or Employee seeking indemnification under this Article. Section 2. Indemnification. This corporation shall in all cases indemnify any Officer, and shall have power exercisable by its Board of Directors as provided in Section 5 hereof to indemnify any Employee, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Claimant is or was an Officer or Employee, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement to the extent actually and reasonably incurred by the Claimant in connection with such action, suit or proceeding; provided that no indemnification may be provided for any Claimant with respect to any matter as to which the Claimant shall have been finally adjudicated: A. Not to have acted honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; or B. With respect to any criminal action or proceeding, to have had reasonable cause to believe that the Claimant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to the Claimant, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Claimant did not act honestly or in the reasonable belief that the Claimant's action was in or not opposed to the best interests of this corporation or its shareholders or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Claimant's conduct was unlawful. Section 3. Derivative Actions. Notwithstanding any provision of Section 2 hereof, this corporation shall not indemnify any person with respect to any claim, issue or matter asserted by or in the right of this corporation as to which the Claimant is finally adjudicated to be liable to this corporation unless the court in which the action, suit or proceeding was brought shall determine that, in view of all the circumstances of the case, the Claimant is fairly and reasonably entitled to indemnity for such amounts as the court shall deem reasonable. Section 4. When Defense Successful. Any provisions of Sections 2, 3 or 5 hereof to the contrary notwithstanding, to the extent that a Claimant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3, or in defense of any claim, issue or matter therein, the Claimant shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. Section 5. Determination in Specific Cases. Any indemnification of an Employee under Section 2 hereof, unless ordered by a court or required by Section 4 hereof, shall be made by this corporation only as authorized in the specific case upon a determination that indemnification of the Claimant is proper in the circumstances and in the best interests of this corporation. Where such a case specific determination is required, that determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable if so directed by a majority vote of a quorum of disinterested Directors, by independent legal counsel in a written opinion, or by the shareholders. Such a determination once made may not be revoked and, upon the making of that determination, the Employee may enforce the indemnification against this corporation by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors. Section 6. Advances of Expenses. Expenses incurred by or in behalf of an Employee in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by this corporation in advance of the final disposition of that action, suit or proceeding upon a determination made in accordance with the procedure established in Section 5 hereof that, based solely on the facts then known to those making the determination and without further investigation, the Claimant satisfies the standard of conduct prescribed by Section 2 hereof. Expenses incurred by or in behalf of an Officer in defending a civil, criminal, administrative or investigative action, suit or proceeding shall in all cases be paid, as reasonably requested from time to time by the Officer, by this corporation in advance of the final disposition of the action, suit or proceeding upon receipt by this corporation, at the time of the initial advance, of: A. A written undertaking by or on behalf of the Officer to repay all amounts advanced if the Officer is finally adjudicated: (1) Not to have acted honestly or in the reasonable belief that his action was in or not opposed to the best interests of this corporation or its shareholders, or, in the case of a Claimant serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust, or its participants or beneficiaries; (2) With respect to any criminal action or proceeding, to have had reasonable cause to believe that his conduct was unlawful; or (3) With respect to any claim, issue or matter asserted in any action, suit or proceeding brought by or in the right of this corporation, to be liable to this corporation, unless the court in which the action, suit or proceeding was brought permits indemnification in accordance with Section 3 hereof; and B. A written affirmation by the Officer that he has met the standard of conduct necessary for indemnification by this corporation as authorized in this Article. The undertaking required by paragraph A shall be an unlimited general obligation of the Officer seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment. Section 7. Indemnification Not Exclusive. The indemnification and entitlement to advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which a Claimant may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the Claimant's official capacity and as to action in another capacity while holding an office with this corporation, and shall continue as to a person who has ceased to be a director, officer, employee, agent, trustee, partner or fiduciary and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such a person. Section 8. Enforceable By Separate Action. A right to indemnification required by this Article or established pursuant to the provisions of this Article may be enforced by a separate action against this corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. Section 9. Miscellaneous. For purposes of this Article, (i) references to this "corporation" shall include, in addition to the surviving corporation or new corporation, any participating corporation in a consolidation or merger; (ii) this corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him of his duties to this corporation also imposes duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan; and (iii) excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed "fines". Section 10. Amendment. Any amendment, modification or repeal of this Article shall not deny, diminish or otherwise limit the rights of any Claimant to indemnification or advances hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal. ARTICLE XIII Fiscal Year Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE XIV Execution of Documents Section 1. Execution of Documents. Unless the Board of Directors, Executive Committee or shareholders shall otherwise generally or in any specific instance provide: A. Any bill, note or negotiable instrument may be signed or endorsed in the name and on behalf of this corporation in the ordinary course of business by the President or Treasurer, acting singly; B. The President or Treasurer, acting singly, shall in the ordinary course of business have authority to sign or endorse in the name and on behalf of this corporation all checks and other orders for the payment of money drawn on any bank or trust company; C. The President or Treasurer, acting singly, shall have authority to make, in the name and on behalf of this corporation, all contracts in the ordinary course of business; and D. Any other instrument, document, deed, bill of sale or other writing of whatever nature to be executed in the ordinary course of business may be executed in the name and on behalf of this corporation by the President or Treasurer, acting singly, and either officer may seal, acknowledge and deliver the same. Section 2. Assistants. Vice Presidents and Assistant Treasurers shall not have the authority provided in Section 1 unless granted by the Board of Directors generally or in any specific instance. ARTICLE XV Restrictions on Transfers of Shares Section 1. Restrictions on Sales of Shares. If any shareholder of this corporation, his personal representative, executor, administrator or any person, firm or corporation claiming by, through or under him, including without limitation any assignee for the benefit of creditors or trustee in bankruptcy or receiver, however appointed, of a shareholder (said shareholder or any other such person being hereinafter called the "transferring party") desires to sell for a sum or sums of money all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and has received a bona fide offer therefor, the transferring party shall first give written notice of proposed sale to the Treasurer of this corporation, which notice shall state the number of shares desired to be sold, the amount of the bona fide offer, and the name of the person to whom he desires to sell the same, and for a period of forty-five (45) days following receipt of such notice by the Treasurer, this corporation or any person or persons specified by the Board of Directors (this corporation or any such person or persons being hereinafter called the "optionee") shall have an option to purchase such shares for the amount of the bona fide offer so stated. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within said forty-five (45) day period. If the optionee does not exercise said option within said forty-five (45) day period, the transferring party may sell and assign the number of shares stated in the notice of proposed sale to the person named therein at the price therein stated, provided said sale is made within seventy-five (75) days following the Treasurer's receipt of the notice of proposed sale. The Board of Directors may by resolution waive the option herein granted and authorize the sale of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed sale. Section 2. Restrictions on Gifts and Other Transfers. If the transferring party desires to make a transfer or other disposition (including without limitation gifts, transfers for a consideration other than money, sales not pursuant to bona fide offers, exchanges or dispositions by way of distribution pursuant to the terms of any will or trust) of all or any part of the shares of this corporation owned by said shareholder or his legal representatives, and such proposed transfer or other disposition is not controlled by Section 1 hereof for any reason, the transferring party shall first give written notice of proposed transfer to the Treasurer of this corporation, which notice shall state the number of shares desired to be transferred or otherwise disposed of and the name of the person to whom the same are to be transferred or disposed of, and the manner of and reason for the transfer or disposition, and the consideration (if any) to be received, and the optionee shall have the option to purchase such shares at the fair value thereof. In the event the transferring party and the optionee are unable to agree on the amount of the fair value of such shares within forty-five (45) days after receipt of the notice of proposed transfer by the Treasurer, the fair value shall be determined by three appraisers, one to be chosen and compensated by the transferring party (such choice to be made and announced in writing to the Treasurer within sixty (60) days after his receipt of the notice of proposed transfer), one to be chosen by the President or Board of Directors of this corporation (within 30 days after announcement of the choice of the first appraiser) and compensated by the optionee, and the third to be chosen by the two appraisers so chosen (within 15 days after the choice of the second appraiser) and compensated equally by the transferring party and the optionee. If the transferring party fails to choose an appraiser within the time set forth in the preceding sentence, the fair value of the shares shall be determined by two appraisers, the first to be chosen by the President or Board of Directors of this corporation and the second to be disinterested and chosen by the first; the compensation of both such appraisers shall be borne equally by the transferring party and the optionee. In either such event, the decision of said appraisers or a majority thereof as to fair value shall be final, binding and conclusive upon all parties. In either such event, the appraisers in determining fair value of the shares shall take into account appropriate control premiums or minority discounts, and shall take into account the nonmarketability of the shares, and shall take into account the going concern value of this corporation's business, but shall not take into account the value of any proceeds of any life insurance policies on the life of the transferring party (or the shareholder represented by the transferring party) in excess of cash surrender value. The optionee's option pursuant to this Section 2 shall not expire until the expiration of a period of sixty (60) days after the determination of fair value by agreement or by the appraisers or a majority of them, or until thirty (30) days after any judgment with respect to appraisal hereunder or fair value in an action commenced during or before said 60-day period has become final, whichever is later. The option may be exercised by the optionee by depositing a written notice of election to exercise signed by the optionee in the United States mails, first class postage prepaid, addressed to the transferring party at his usual residence or business address, or by delivery of said signed notice of election to exercise to the transferring party, in either case within the later of said periods. If the optionee does not exercise said option within the later of said two periods, the transferring party may transfer or dispose of the number of shares stated in the notice of proposed transfer to the person named therein in the manner and for the consideration (if any) stated therein, provided that the transfer or other disposition is made within thirty (30) days following the expiration of the later of said two periods. The Board of Directors may by resolution waive the option herein granted and authorize the transfer or other disposition of shares specified in their resolution to a person named therein, whether or not the Treasurer has received a notice of proposed transfer. Section 3. Provisions Binding. Notwithstanding any other provisions of these Bylaws, no shares of this corporation shall be sold, transferred or otherwise disposed of, nor transferred upon the original stock transfer books of this corporation, nor shall any purported purchaser, transferee or assignee thereof have any right to demand and require transfer of any shares of this corporation attempted to be sold or transferred to him, nor have or exercise any of the rights of a shareholder of this corporation, until after notice given in accordance with Sections 1 or 2 of this Article and until after expiration of the option of the optionee or express waiver thereof by the Board of Directors as therein provided. All certificates for shares issued by this corporation shall have the following legend conspicuously printed, typewritten or stamped thereon: "Transfers of the shares represented by this certificate are subject to and may be made only upon compliance with the provisions of Article XV of the Bylaws of this corporation relating to restrictions on sales or transfers of shares." Section 4. Pledges. Nothing in Sections 1 or 2 of this Article shall in any way limit or restrict the right of the owner of shares of this corporation to pledge the same as security; provided, however, that any pledgee of shares of this corporation shall be subject to and shall comply with the provisions of said Sections 1 or 2 prior to making any sale, transfer or other disposition of the pledged shares to any person (including without limitation vesting beneficial or record ownership in the pledgee) other than the pledgor or his legal representatives. Article XVI Amendments to Bylaws Section 1. Amendments. The Board of Directors shall have the power to alter, amend or repeal these Bylaws, and to adopt new Bylaws, provided that the notice, unless notice shall be duly waived, of any regular or special meeting at which such action is to be taken shall either set out the text of the proposed new Bylaw or amendment or Bylaw to be repealed, or shall summarize the changes to be effected by such adoption, amendment or repeal, and provided further that the shareholders may amend or repeal a Bylaw provision adopted by the Board of Directors and in such case the Board of Directors may not, for two years thereafter, amend or readopt the Bylaw provision thus amended or repealed by the shareholders. Exhibit 3.47 ARTICLES OF ASSOCIATION The name of the corporation shall be Deerfield Operating Company The initial registered agent shall be Frank P. Urso with a registered office at Proctor, Vermont 05765. The corporation shall be located at c/o Killington Ltd., Killington Rd., Killington, VT 05751 The operating year shall be? Calendar Fiscal July 31 If a fiscal year ending is not specified, the calendar year ending December 31st shall be designated as your fiscal year end. The period of duration shall be (if perpetual so state): Perpetual Please check appropriate box: _ Vermont General Corporation (T.11, Chp. 17) This corporation is organized for the purpose of: providing management and consulting services with respect to ski area and ski resort operations and in general to conduct any other business activities which its Board of Directors may wish to pursue. The aggregate number of shares the corporation shall have authority to issue is 1000 shares, common, with a par value of (if no par value, so state) $1.00; ___ shares, preferred, with a par value of (if no par value, so state) The initial board of directors shall have 3 members (must be at least 3) with the following serving as directors until their successors be elected and qualify: Name Post Office Address Preston Leete Smith c/o Killington Ltd. Killington, VT 05751 Martel D.. Wilson, Jr. Roaring Brook Road, Killington, VT 05751 Christopher S. Diamond, Box 555, Dover, VT 05356 Dated at Killington in the County of Rutland, this 19th day of September, 1991. Incorporators Post Office Address /s/ Frank P. Urso Proctor, VT 05765 Frank P. Urso Exhibit 3.48 BYLAWS OF DEERFIELD OPERATING COMPANY 1 OFFICES 1.1 Principal Office. The principal office of the Corporation shall be located at such place as the Board of Directors shall from time to time fix. The Corporation may have such other offices, either within or without the State of Vermont, as the Board of Directors may designate or as the business of the Corporation may require from time to time. 1.2 Registered Office. The registered office of the Corporation required to be maintained in the State of Vermont may be, but need not be, identical with the principal office in the State of Vermont, and the address of the registered office may be changed from time to time by the Board of Directors. 2 SHAREHOLDERS 2.1 Annual Meeting. The annual meeting of the Shareholders shall be held on the fourth Friday in the month of January in each year, at the hour of 10.00 A.M., or at such other time and date as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Vermont, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as conveniently may be scheduled. 2.2 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than 10% of all outstanding shares of the Corporation entitled to vote at the meeting. 2.3 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Vermont as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Vermont. 2.4 Notice Of Meeting. Notice of the annual meeting of Shareholders shall be provided in accordance with llA V.S.A. 7.05(a). In case of a special meeting, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. 2.5 Voting of Shares. Subject to the provisions of Section 2.11 of this Article II, outstanding shares of the Corporation entitled to vote shall be entitled to one vote for each share upon each matter submitted to a vote at a meeting of Shareholders. Nothing herein shall be construed to prevent the establishment and use of voting trusts, and/or the use of proxies for the voting of shares. 2.6 Proxies. Every person entitled to vote shall have the right to do so either in person or by a proxy executed in writing by the Shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. 2.7 Multiple Owners of Shares. 2.7.1 For purposes of these Bylaws, the term "Shareholder" shall mean the record owner or owners of one or more Shares of stock of the Corporation as of close of the Corporation's accounting year or, in the event of a vote of the shares, the date of the meeting at which the vote is taken. 2.7.2 If one or more shares are held in the name of tenants by the entireties, joint tenants with right of survivorship, tenants in common, partnership, trust or other entity or combination of entities (collectively, the Ownership Entity), such Ownership Entity shall be a single "Shareholder" for purposes of these Bylaws, including, without limitation, the required number of directors of the Corporation and/or voting on any matters requiring a vote of the Shareholders. 2.7.3 At any meeting at which shares owned by an Ownership Entity are voted, the Secretary may, in the absence of any written notice to the contrary, rely upon the apparent authority of the person voting the shares of the Ownership Entity, or the Secretary may, at his or her discretion, require evidence of the authority of the person voting the shares of the Ownership Entity including, without limitation, such evidence of authority as is provided for in Section 2.8 of these Bylaws. 2.8 Voting Of Shares By Certain Holders. 2.8.1 Shares held jointly in the name of a husband and wife are treated as owned by one Shareholder and may be voted by either spouse. 2.8.2 Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. 2.8.3 Shares outstanding in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in the appropriate order of the Court by which such receiver was appointed. 2.8.4 A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. 2.8.5 Treasury shares of its own stock held by the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 2.9 Unanimous Consent By Shareholders. Any action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof. 2.10 Cumulative Voting. At each election for Directors, every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are Directors to be elected and for those whose election he has a right to vote, or to cumulate his or her or her votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principal among any number of such candidates. 2.11 Restriction on Transfer of Shares. Each Stock certificate shall bear the following legend legibly and conspicuously on its face. "The transfer of this stock is subject to the terms and conditions of the Bylaws of the Corporation." 3 BOARD OF DIRECTORS 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the shareholders. 3.2 Number. Tenure And Qualifications. The number of Directors of the Corporation shall be the same as the number of Shareholders (Shares held jointly in the name of multiple owners shall be deemed to be held by a single Shareholder for purposes of this paragraph). The Shareholders may, by vote of a majority of the Shares issued and outstanding as of the date of such a vote at a meeting called for such purpose, increase the number of directors to not more than five directors. Each Director shall hold office until the next annual meeting of Shareholders or until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Vermont or Shareholders of the Corporation. Each Shareholder (or the estate of a deceased Shareholder) shall have the right to designate, in writing, a candidate for Director; in instances where Shares of Stock are held in the name of two or more persons, the persons holding the Shares of Stock shall have the right to, by written notice to the Secretary, designate a Director candidate. In the event no such candidate is designated prior to a meeting at which Directors are to be elected, a majority of the Shareholders shall designate the candidate. 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of Shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Vermont, for the holding of additional regular meetings without other notice than such resolution. 3.4 Special Meetings. 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 of Directors may fix any reasonably convenient place, either within or without the State of Vermont, as the place for holding any special meeting of the Board of Directors called by them. 3.5 Notice. Notice of any special meeting shall be given at least five days previously thereto by written notice delivered personally or mailed to each Director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.6 Quorum. A majority of the number of Directors designated in accordance with Paragraph 3.2 above shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 3.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by statute, the Articles of Incorporation, or these Bylaws. 3 . 8 Action Without A Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting 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 and filed with the minutes of the meetings of the Board of Directors. 3.9 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, provided that the provisions of Section 3.2 above shall apply to the selection of candidates to fill any vacancies on the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the Shareholders. 3.10 Compensation. By resolution of the Board of Directors, each Director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director or fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. 3.11 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or recusal shall be entered into the minutes of the meeting or unless he shall file his or her written dissent or recusal to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent or recusal by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 3.12 Removal of Directors. The shareholders may remove one or more directors with or without cause in accordance with llA V.S.A. 8.08(a). 3.13 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them pursuant to llA V.S.A. 8.25(a). Each committee must have two or more members, who serve at the pleasure of the Board of Directors. 4 OFFICERS 4.1 Officers. The officers of the Corporation shall be a President and Secretary, and may include one or more Vice Presidents and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. 4.2 Election And Term Of Office. - The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the Shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. 4.3 Removal. All officers and agents serve at the pleasure of the Board of Directors and may be removed at any time by the Board of Directors, with or without cause, pursuant to 1 l A V. S. A.8.43(b). Such removal from office, however effected, shall be without prejudice to the contract rights, if any, of the person so removed. In accordance with llA V.S.A. 8.44(a), election or appointment of an officer or agent shall not of itself create contract rights. 4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. 4.5 President. The President shall be the chief operating officer of the Corporation and shall, in general, supervise and control the business and affairs of the Corporation, except those business affairs delegated by the Directors or these Bylaws to another officer of or agent for the Corporation. The President shall sign, with the Secretary, certificates for shares of the Corporation, and shall, except as otherwise provided in these Bylaws or in the resolutions of the Directors, or as may be required by law to be otherwise signed or executed, be the duly authorized agent of the Corporation to execute, in the name of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed; 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. 4.6 The Vice-President. In the absence of the President or in the event of his or her or her death, 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 at the time of their election; 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 may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. 4.7 The Secretarv. The Secretary shall. (a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) 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 in the execution of which, on behalf of the Corporation, under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder and Director that shall be furnished to the Secretary by such Shareholder or Director; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (fl have general charge of the stock transfer books of the Corporation and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 4.8 The Treasurer. The Treasurer shall. (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of 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. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such sureties as the Board of Directors shall determine. 4.9 Assistant Secretaries And Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned by them by the Secretary or Treasurer, respectively, or by the President or the Board of Directors. 4.10 Salaries. The salaries of the officers shall, at the discretion of the Directors, be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Unless and until a salary or other compensation is established by resolution of the Directors, no officer shall be entitled to receive a salary or other compensation from the Corporation. 4.11 At-will Employment. Unless otherwise agreed in writing by the Directors and ratified by the Shareholders in accordance with Paragraph 2.11 of these Bylaws, every officer and employee of the corporation shall be an "at-will" employee, and their employment shall be subject to termination by a majority vote of the Directors. No officer or employee of the Corporation shall be entitled to such employment by virtue of their ownership of any Stock in the Corporation. 5 CONTRACTS. LOANS CHECKS AND DEPOSITS 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, 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 loans. 5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by these Bylaws or by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 5.3 Checks Drafts! Etc. 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 officer or 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. 5.4 Deposits. All funds of the Corporation not otherwise employed 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. 6 CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 Certificates For Shares. Each shareholder, upon payment in full for his or her shares, shall be entitled to a certificate certifying the number of shares owned by him or her in the Corporation. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. 6.2 Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. 6.3 Transfer Of Shares. Transfer of shares of the Corporation shall be made on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law; provided that whenever any transfer of shares is made for collateral security and not absolutely, such fact shall be so expressed in the entry of transfer if so requested by a written notice to the Secretary which has been executed by both the transferor and the transferee. 7 RESTRICTION ON TRANSFER. Any contrary provision of these Bylaws notwithstanding, no Shareholder may sell, assign, pledge or otherwise transfer or encumber such Shares except as follows. 7.1 Transfer. No Shareholder shall sell, transfer, assign, syndicate, pledge or otherwise dispose of or encumber (voluntarily, involuntarily, by operation of law or otherwise) his or her or her shares, except as expressly provided herein. No action in contravention of this Article shall be effective to transfer or reassign the Shares of a Shareholder. 7.2 Cross Purchase Agreement. A Shareholder may, at any time, elect to sell his or her or her Shares, or purchase the Shares of other Shareholders upon the following terms and conditions. 7.2.1 It is the purpose of this section of the Bylaws to set forth the procedure whereby the Shares of the Corporation may be purchased and/or sold among the Shareholders. 7.2.1.1 For purposes of this Section, the term "Notifying Shareholder" shall mean the Shareholder who initiates the process of the acquisition or sale of Shares by giving notice, as hereinafter set forth. 7.2.1.2 The term "Receiving Shareholder(s)" shall mean the Shareholder or Shareholders from whom the Notifying Shareholder desires to acquire Shares of the Corporation. 7.2.1.3 The term "Remaining Shareholder(s)" shall mean the Shareholder or Shareholders of record of the Corporation, including the Receiving Shareholder but excluding the Notifying Shareholder. 7.2.1.4 The term "Notice of Intent to Purchase" shall mean the written notice sent by the Notifying Shareholder to the Remaining Shareholder(s), including the Receiving Shareholder(s), notifying them of the intent of the Notifying Shareholder to purchase the interest of the Receiving Shareholder(s). 7.2.2 Purchase or Sale of All Shares. In order to exercise the right to purchase set forth in this Section, unless otherwise agreed between and among the Shareholders, the right to purchase and the obligation to sell Shares to the Corporation under this Section may be exercised only as to all of the Shares of the Notifying and Receiving Shareholders. In other words, if the Notifying Shareholder owns 80% of the stock of the Corporation and the Receiving Shareholder owns 20 % of the stock of the Corporation, the Notice to Purchase shall reflect the per-share price for all of the Shares owned by the Receiving Shareholder. If the Receiving Shareholder elects to purchase the Shares of the Notifying Shareholder, the Receiving Shareholder shall purchase all of the Shares of the Notifying Shareholder for the per-share price set forth in the Notice. 7.2.3 Notice of Intent to Purchase. The Notifying Shareholder electing to purchase the Shares of a Receiving Shareholder(s) shall send Notice of Intent to Purchase to all of the Remaining Shareholders, setting forth the price and terms upon which the Shares of the Receiving Shareholder(s) are proposed to be purchased. 7.2.4 Response to Notice. The Remaining Shareholders, or any of them, shall have a period of sixty (60) days from date of receipt of such notice to elect to purchase the Shares of the Notifying Shareholder upon the same terms and conditions, and at the same price contained in the Notice of Intent to Purchase. If the Remaining Shareholders, or any of them, so elect, they shall give written notice of such election to the Notifying Shareholder, and shall have the greater of thirty (30) days following the date of such notice or the closing date established by the Notifying Shareholder to tender the Notifying Shareholder the purchase price, or other consideration set forth in the Notice of Intent to Purchase; the Remaining Shareholders who elect to purchase, may, at their option, finance the purchase with a note to the Notifying Shareholder, payable, with interest, at the New York prime rate, with payments of interest only quarterly and a final payment of principal and interest one year following the date of closing secured by a pledge of the Notifying Shareholder's stock. Unless otherwise expressly provided herein, each of the Remaining Shareholders shall have the right to purchase, pro-rata, the Shares of the Notifying Shareholders, the purchase based upon the number of Shares owned by each Remaining Shareholder who elects to purchase the Shares of the Notifying Shareholder, as of the date of notice. 7.2.5 Failure of Remaining Shareholders to Purchase. If the Remaining Shareholders fail or are unable to purchase the Shares of the Notifying Shareholder as aforesaid, the Notifying Shareholder shall have a period of thirty (30) days following the date of expiration of the aforesaid election period (or written notice from the Remaining Shareholders that none of them intends to purchase, whichever occurs sooner), to tender to the Receiving Shareholder(s) the consideration set forth in the Notice of Intent to Pur chase. 7.2.6 Tender of Purchase Price. The Shareholder or Shareholders from whom the Shares are to be purchased in accordance with the foregoing provisions shall, upon tender of the consideration set forth in the Notice of Intent to Purchase, endorse, execute and deliver to the purchasing Shareholder or Shareholders all stock certificates and/or documents reasonably required to transfer the Shares of the selling Shareholder to the purchasing Shareholder or Shareholders, and also shall submit written resignations as an officer and/or director of the Corporation and a general release of the Corporation from all obligations to the selling Shareholder, except those obligations, if any contained in the consideration for the purchase of the Shares. 7.2.7 Failure by Notifying Shareholder to Purchase. In the event, after delivering a Notice of Intent to Purchase to the Receiving Shareholder, the Notifying Shareholder shall fail or be unable to purchase the Shares of the Receiving Shareholder, the Notifying Shareholder shall reimburse the Receiving Shareholder for any and all costs or expenses, including attorney's fees, incurred by the Receiving Shareholder in connection with any efforts by the Receiving Shareholders to arrange to purchase the Shares of the Notifying Shareholder. 7.2.8 Satisfaction of Pledges/Guarantees. As a condition precedent to any sale or purchase of any Stock pursuant to the provisions of this Section 7.2, the purchasing an/or Remaining Shareholders shall cause the selling Shareholder to be released from all guarantees and/or other obligations undertaken by the selling Shareholder on behalf of the Corporation, and shall cause all collateral pledged by such selling Shareholder on account of such obligations to be released. All pledges shall be subject to this Paragraph 7.2.8. A pledge shall be released provided that the pledge shall be applied to the proceeds of the sale of the Shares. A release shall be delivered by the purchasing and/or Remaining Shareholders not later than the date upon which the selling Shareholder is obligated to sell and transfer his or her Shares to the purchasing and/or Remaining Shareholders. In the event the purchasing and/or Remaining Shareholders fail or are unable to cause the release of the selling Shareholder from such guarantees, liabilities and/or pledge of collateral, all acts undertaken by the purchasing and/or Remaining Shareholders in connection with this Subsection 7.2.8 shall be null and void. 7.3 Right of First Refusal. In the event a Shareholder enters into a bona fide, arms' length agreement to sell his or her or her Shares in the Corporation to any third party, such Shareholder (the Notifying Shareholder) shall give Notice of Intent to Sell to the Corporation and the Remaining Shareholders, in writing, of the terms and conditions under which the sale to such third party is to occur; such Notice shall include a copy of the Contract of Sale between the Notifying Shareholder and the third party, and shall certify that the sale is a bona fide, arm's length transaction between the Notifying Shareholder and such third party. 7.3.1 Right to Purchase. The Corporation and/or the Remaining Shareholders shall have the right to purchase the Shares of the Notifying Shareholder in accordance with the terms of the Notice and the Contract of Sale, giving written notice of such election to the Notifying Shareholder not later than thirty (30) days following receipt of the Notice. 7.3.1.1 If the Corporation and/or the Remaining Shareholders elect to purchase the interest of the Notifying Shareholder, in accordance with the terms and conditions, including the time for performance, as set forth in the Notice, acquisition of the Shares shall be in accordance with such terms and conditions. 7.3.1.2 If the Corporation or the Remaining Shareholders give notice of intent to purchase from the Notifying Shareholders and, notwithstanding such notice, fail to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Remaining Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.2 Failure to Purchase. In the event the Corporation and/or the Remaining Shareholders fail to give Notice of intent to purchase, as aforesaid, the Notifying Shareholder may forthwith sell and convey his or her Shares to such third party upon the terms and conditions set forth in the third party contract; the Corporation and the Remaining Shareholders shall execute any and all documents reasonably required to facilitate the sale. In the event of any material change in the terms and conditions or such third party contract prior to the sale and conveyance, the right of first refusal of the Corporation and the Remaining Shareholders shall apply to the revised contract. 7.3.3 Default of Agreement. If the Receiving Shareholder gives Notice of Intent to purchase and, notwithstanding such notice, fails to perform in accordance with the terms of the Notice, the Notifying Shareholder shall be entitled to recover from the Receiving Shareholder an amount equivalent to the contract damages, if any, to which the Notifying Shareholder would be entitled in an action for breach of the Contract Sale. 7.3.4 Subsequent Sales. The foregoing right of first refusal shall apply to any initial sale or any subsequent resale of Shares by any Shareholder. 7.3.s Right to Purchase: Priorities. Where, as specified in this subsection, the right to purchase shares is granted to the "Corporation and/or the Shareholders", such right to purchase shall be exercised in the following order of priority. (a) First, if the Corporation gives notice of its election to purchase, the Corporation may, except as provided in Subparagraph 7.3.6 below, purchase any or all of the shares; (b) Second, if all of the Remaining Shareholders give notice of their election to purchase, all of the Shareholders may purchase such shares not purchased by the Corporation pro rata, based upon the numbers of shares held prior to the purchase; (c) Third, any remaining unpurchased shares may be purchased by any of the Shareholders desiring to purchase such shares, pro rata, based upon the numbers of shares held by the Shareholders desiring to purchase. 7.3.6 Obligation to Purchase All Shares. In the event the Corporation and/or the Remaining Shareholders elect to exercise their right to purchase the shares of the Notifying Shareholder, they must, unless otherwise agreed by the Notifying shareholder, purchase all of the shares offered for sale by the Notifying Shareholder. In the event the Corporation and/or the Remaining Shareholders fail or are unable to purchase all of such shares, they shall be deemed to have waived their right of first refusal with respect to such sale of shares. 7.4 Death or Incapacity. In the event of the death or the incapacity of a Shareholder so that such Shareholder is unable to participate in the management of the Corporation, his or her or her Shares shall vest in his or her or her Guardian or legal representatives, as the case may be, in which event his or her or her Shares shall, except as hereinafter provided, continue to be subject to purchase by the Remaining Shareholders at a value established in accordance with Paragraph 7.6 of these Bylaws. In the event of the death of a Shareholder, whose Share are not acquired by the Corporation and/or any or all of the Remaining Shareholders, the Corporation may purchase said Shares on the same terms and conditions. If the proceeds of insurance, as from time to time may be maintained by the Corporation to purchase the stock of a deceased Shareholder, are insufficient to pay the purchase price of the Shares of the deceased Shareholder, or if such deceased Shareholder was uninsurable for all or part of the value of his or her share, any amounts owed to the estate of the deceased Shareholder by the Corporation may be paid to such estate in quarterly installments over a term of three (3) years from the date the value of such deceased Shareholder is established, with interest accruing from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal Money Rates, in effect as of the date of death of such Shareholder. 7.5 Bankruptcy of a Shareholder. In the event bankruptcy shall have occurred as to a Shareholder, the Corporation may, at its sole election, purchase the Shares of such Shareholder in quarterly installments over a term of three (3) years from the date the value of the Shares in such bankruptcy is established, with interest from the date of valuation on such amount at the New York prime rate of interest, as published in the Wall Street Journal money rates, in effect as of the date of bankruptcy of such Shareholder, unless within sixty (60) days from the date of valuation, the trustee in bankruptcy or receiver elects to purchase the Shares of the Remaining Shareholders, or sell the Shares of the bankrupt Shareholder to a third party in accordance with the foregoing terms. 7.6 Valuation in the Event of Death/Incapacity/Bankruptcy. For purposes of valuation under Paragraphs 7.4 and 7.5 above, the value of the Shares to be acquired by Corporation and/or the Purchasing Shareholder or Shareholders shall be as agreed upon between the parties, provided that if the parties cannot agree, the value of the Shares shall he determined by Arbitration in accordance with Paragraph 14 of these Bylaws. The Arbitrator shall establish the fair market value of the assets of the Coloration, determine the liabilities of the Corporation, and determine the value of the individual Shares. The amount determined to be due each Selling Shareholder shall be paid to such Selling Shareholder in cash or equivalent, not later than sixty 60) days following the date of Notice of Sale. 7.7 Defective Transfer Of Shares. Except in the event of the adoption of a Stock Purchase Agreement or any similar agreement between the Corporation and/or its Shareholders, no Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation except in accordance with these Bylaws. 7.7.1 Any attempt or effort to transfer Shares other than in accordance with these Bylaws shall not be legally effective to transfer such Shares, and 7.7.2 The Secretary shall neither record such transfer in the stock transfer records of the Corporation nor issue any new or replacement certificates based upon such wrongful transfer. 7.8 Securities Opinion. No Shareholder shall transfer, alienate, or in any way dispose of any share of the Corporation without first providing to the Corporation an opinion of counsel satisfactory to the Corporation, stating that such transfer, alienation, or disposal does not violate any state or federal securities or tax laws, and that such transfer, alienation, or disposal will not have adverse tax effects on the Corporation. 8 FISCAL YEAR. Each fiscal year of the Corporation shall begin on the 1st day of August of each year and end on the 31st day of July of the subsequent year. 9 COMPETITION AND SELF DEALING. 9.1 Independent Ventures. Except as hereinafter provided, or otherwise agreed by the Directors and the Shareholders, in writing, any Shareholder may engage in or possess an interest in other business ventures of any and every nature and description, independently or with others. Neither the Corporation nor any of the other Directors shall have any right by virtue of these Bylaws in and to such independent ventures or to the income, gain or profits derived therefrom, nor shall any Shareholder be obligated to offer to the other Shareholders the opportunity to participate in any independent venture. 9.2 Self-Dealing. The fact that a Shareholder or any affiliate of a Shareholder, as the case may be, is employed by or is directly or indirectly interested in or connected with, any person, firm, or corporation retained by the Corporation to develop, construct, sell and/or manage any project undertaken by the Corporation, or to render or perform a service, or to whom or which the Corporation shall convey any property or lease any space, or from whom or which the Corporation shall acquire any property or lease any space, shall not prohibit the corporation from contracting with or otherwise dealing with him or it, provided any such dealing is on an arm's-length basis and the fees paid for such services are not in excess of fees customarily paid for similar services and the Shareholder discloses such self-dealing to the other Shareholder and such Shareholder at all times recognizes and maintains a relationship of fiduciary duty of disclosure and fair dealing with the Corporation. Neither the corporation nor the Directors as such, shall have any rights by virtue of these Bylaws in or to any income or profits derived from such services. 10 DIVIDENDS. The Board of Directors may, from time to time, declare and the corporation may pay dividends on its outstanding Shares in the manner, and upon the terms and conditions provided by law and its Articles of Incorporation, and in accordance with the reasonable business judgment of the Board of Directors. 11 CORPORATE SEAL. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal". 12 WAIVER OF NOTICE. Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Vermont Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 13 AMENDMENTS. 13.1 Except as hereinafter provided, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors or by the Shareholders at any regular or special meeting. 13.2 Any contrary provision of these Bylaws notwithstanding, the following Articles and Sections may be amended only by a two-thirds vote of all of the Shares of the Corporation issued and outstanding as of the date of the meeting at which such vote is taken. 14 ARBITRATION. To the extent any provision of these Bylaws expressly provides for Arbitration to resolve any dispute arising under such provision, the following rules shall govern the notice and conduct of the Arbitration. 14.1 Arbitration shall only be available with respect to the provisions of these Bylaws that expressly provide for Arbitration. 14.2 Notice of an election to arbitrate (Notice of Arbitration) shall be in writing and shall be given by the Shareholder or Shareholders electing arbitration not later than 10 days following the date of notice of the event or decision for which arbitration is requested. 14.3 The Shareholder or Shareholders receiving Notice of Arbitration shall, within 10 days following receipt of the Notice to Arbitrate, provide to the Shareholder giv