ARTICLE 1 - The Corporation

1.1 Name. The name by which the Corporation shall be known is The MIT Club of Boston, Inc. (the "Club"). These By-Laws, the powers of the Club and of its Members, Directors and Officers, and all matters concerning the conduct and regulation of the affairs of the Club, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.2 Purpose. The Club is a corporation organized under Chapter 180 of the Massachusetts General Laws for the purposes enumerated in its Articles of Organization, as they may be amended from time to time. The principal office of the Club in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization. The Directors of the Club may change the location of the principal office in the Commonwealth of Massachusetts effective upon the filing of a certificate with the Secretary of the Commonwealth.

ARTICLE 2 - Membership

2.1 Qualification, Classes of Membership, Rights, and Dues. Those persons who are at any time eligible for membership in the Massachusetts Institute of Technology Alumni/ae Association shall be eligible to becomes Members of the Club. Spouses of deceased persons who were Members or who were eligible to become Members shall also be eligible for Club membership. Only Members may vote or hold office in the Club. Levels of membership shall include Regular, Contributing, Supporting, and Sustaining. Dues rates will be set on an annual basis by the Directors for each membership category. New alumni/ae shall be granted a dues-free membership for the first year following their graduation.

2.2 Annual Meeting and Special Meetings. An annual meeting of the Members shall be held at a time determined by the Directors or the President, but which shall be not less than one month nor more than four months prior to the start of the fiscal year (and which date shall not be a legal holiday in the place where the meeting is to be held). The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Directors or the President, and shall also include election of Club Officers. Special meetings of Members may be called by the President or by the Directors at any time upon at least thirty days' notice.

2.3 Notice of Meetings. A written notice of each meeting of Members, stating the place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Clerk or other person calling the meeting at least thirty days before the meeting to each Member entitled to vote at the meeting and to each Member who by law, by the Articles of Organization or by these By-Laws is entitled to such notice, by leaving such notice with him or her or at his or her residence or usual place of business, or by mailing it postage prepaid and addressed to him or her at his or her address as it appears in the records of the Club. Publication in the Club's Newsletter or similar publication that is mailed to all Members shall be considered notice.

2.4 Quorum, Voting and Ballots. Unless otherwise provided by law, the Articles of Organization, or these By-Laws, a quorum at any meeting of Members shall consist of those Members present. Any matter to be acted upon by the Members shall be decided by a majority of the votes cast. The Directors may choose to permit Members to vote by ballot provided such ballot is mailed with the notice of meeting and received by an Officer of the Club prior to the opening of the meeting.

2.5 Adjournments. Any meeting of Members may be adjourned to any other time and to any other place at which a meeting of Members may be held under these By-Laws by the Members present or represented at the meeting, although less than a quorum, or by any Officer entitled to preside or to act as clerk of such meeting, if no Member entitled to vote is present in person or by proxy. It shall not be necessary to notify any Member of any adjournment. Any business which could have been transacted at any meeting of the Members as originally called may be transacted at any adjournment of the meeting.

2.6 Resignation. Any Member may resign by delivering his or her written resignation to the Club at its principal office or to the President or Clerk, but will be expected to make all contributions due prior to such resignation. Whole or pro rata rebates of dues shall not be given in case of such resignation.

2.7 Participation by Non-Members. The Directors may, from time to time, designate certain persons or groups of persons as advisors, friends, sponsors, or contributors of the Club or may designate such persons by such other title as the Directors deem appropriate. Notwithstanding any such designation, however, such persons shall not be Members of the Club, and shall have no right to notice of meetings and no right to vote or to participate in any meeting of Members, and shall have no other rights with respect to the Club.

ARTICLE 3 - Directors

3.1 Powers. The Board of Directors shall have general control over all of the property, affairs, and funds of the Club and shall exercise all the powers of the Club, except as otherwise provided by law, by the Articles of Organization or by these By-Laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.

3.2 Number, Selection, Qualification, and Tenure. The number of Directors that shall constitute the whole Board of Directors shall be determined by the Directors, but shall consist of not less than seven nor more than thirty Directors, and shall include all Officers. The Directors who are not also Officers shall be selected by the President with the approval of a majority of the Directors then in office. Terms of office are one year beginning with the upcoming fiscal year (or for the balance of the fiscal year in case of the selection of a Director part way through a fiscal year).

3.3 Increase or Decrease in Number of the Directors. The number of Directors may be increased at any time by a majority of the Directors then in office; however, the number of Directors may be decreased during a fiscal year (rather than prior to the beginning of an upcoming fiscal year) only to eliminate vacancies arising from the death, resignation, removal or disqualification of one or more Directors.

3.4 Resignation and Removal. Any Director may resign by delivering his or her written resignation to the Club at its principal office or to the President or Clerk. A Director may be removed from office for cause by vote of a majority of the Directors then in office, but only after reasonable notice and opportunity to be heard before the Board of Directors.

3.5 Regular and Special Meetings. Regular meetings of the Directors may be held without call or notice at such places, within or without Massachusetts, and at such time as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Directors may be held without a call or notice immediately after and at the same place as the annual meeting of Members. Special meetings of the Directors may be held at any time and place when called by the President, the Clerk, or two or more Directors.

3.6 Meetings by Telephone Conference Call. Directors or members of any committee designated by the Directors may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

3.7 Notice of Special Meetings. Notice of any special meeting of the Directors shall be given to each Director by the Clerk or by an Officer or Director calling the meeting. Notice shall be duly given to each Director (i) by notice given to such Director in person, by telephone, by electronic mail, or by telecopier at least 48 hours in advance of the meeting, (ii) by delivering written notice by hand, to his or her last known business or home address at least 48 hours in advance of the meeting, or (iii) by mailing written notice to his or her last known business or home address at least 72 hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior to the meeting or at its commencement the lack of notice to him or her. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-Laws. If notice is given in person or by telephone, an affidavit of the Officer or Director who gives such notice that the notice has been duly given shall, in the absence of fraud, be conclusive evidence that such notice was duly given.

3.8 Quorum and Voting. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of Directors present and voting shall decide the question unless a different vote is specified by law, by the Articles of Organization or by these By-Laws.

3.9 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the Directors' meetings. Each such consent shall be treated for all purposes as a vote at a meeting.

3.10 Committees. The Board of Directors may, by vote of a majority of the Directors then in office, elect from their number an executive committee or other committees and may by like vote delegate to committees so elected some or all of their powers to the extent permitted by law. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided by these By-Laws for the Directors. The Board of Directors shall have the power at any time to fill vacancies in any such committee, to change its membership or to discharge the committee.

ARTICLE 4 - Officers

4.1 Enumeration. The Officers of the Club shall consist of a President, a Treasurer, a Clerk and such other Officers with such other titles as the Directors may determine, including, but not limited, to the President-Elect, the Immediate Past President, a Vice President for Communications, a Vice President for Finance, a Vice President for Membership, and a Vice President for Programs.

4.2 Election. The Officers shall be elected annually by the Members. Any vacancies among the Officers may be filled set set forth in Section 4.6 until the next Annual Meeting of Members.

4.3 Qualification. Any two or more offices may be held by the same person, except that the President and the Clerk shall not be the same person. The Clerk shall be a resident of Massachusetts unless the Club has a resident agent appointed for the purpose of service of process.

4.4 Tenure. The Officers shall hold office until the next annual meeting of Members and until their respective successors are chosen and qualified. Terms of office are one year beginning with the upcoming fiscal year (or for the balance of the fiscal year in case of the selection of an Officer part way through a fiscal year).

4.5 Resignation and Removal. Any Officer may resign by delivering his or her written resignation to the Club at its principal office or to the President or Clerk. Any Officer may be removed at any time, with or without cause, by vote of a majority of the Members entitled to vote in the election of Directors. An Officer may be removed for cause only after reasonable notice and opportunity to be heard by the Members prior to action thereon. Except as the Directors may otherwise determine, no Officer who resigns or is removed shall have any right to any compensation as an Officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation, if any, be by the month or the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Club.

4.6 Vacancies. The President, with the consent of a majority of the other Officers, may fill any vacancy occurring in any office for any reason and may, in his or her discretion, leave unfilled for such period as he or she may determine any offices other than those of President, Treasurer and Clerk. Each such successor shall hold office for the unexpired term of his or her predecessor, or until the successor sooner dies, resigns or is removed.

4.7 President. The President shall be both the Chief Executive Officer and the Chief Operating Officer of the Club. The President shall, subject to the direction of the Directors, have general charge and supervision of the business of the Club. Unless otherwise provided by the Directors, he or she shall preside at all meetings of the Members and of the Directors. The President shall perform such other duties and shall possess such other powers as the Directors may from time to time describe.

4.8 President-Elect. The President-Elect shall perform such duties and possess such powers as the Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the President-Elect shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President.

4.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President or the President-Elect, the Vice-President (or if there shall be more than one, the vice presidents in the order determined by the Directors) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President.

4.10 Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned to him or her by the Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Club, to deposit funds of the Club in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Directors, to make proper accounts of such funds, and to render as required by the Directors statements of all such transactions and of the financial condition of the Club. The Treasurer shall also prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, or other federal and state agencies.

4.11 Clerk. The Clerk shall perform the statutorily mandated duties of the Clerk of a Massachusetts corporation, and shall also perform such other duties and shall possess such other powers as the Directors or the President may from time to time prescribe. In addition, the Clerk shall perform such duties and have such powers as are incident to the office of the Clerk, including without limitation the duty and power to give notices of all meetings of Members and special meetings of the Directors and, in the absence of a Secretary, to keep a record of the proceedings, to maintain a list of Directors and Members and their addresses as required, and to be custodian of corporate records. In the absence of the Clerk at any meeting of Members or Directors, the person presiding at the meeting shall designate a temporary clerk to keep a record of the meeting.

4.12 Other Powers and Duties. Each Officer shall have, in addition to the powers and duties specifically set forth in these By-Laws, such powers and duties as are customarily incident to his or her office, and such powers and duties as the Directors may from time to time designate.

ARTICLE 5 - Miscellaneous Provisions

5.1 Fiscal Year. Except as otherwise set forth in the Articles of Organization or as otherwise determined from time to time by the Directors, the fiscal year of the Club shall end in each year on June 30.

5.2 Execution of Instruments and Evidence of Authority. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the Club in its behalf shall be signed by the President or Treasurer, as the Directors may generally or in particular cases otherwise determine. A certificate by the Clerk, an Assistant Clerk, or a temporary Clerk, as to any action taken by the Members, Directors, any committee or any Officer or representative of the Club shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.3 Dissolution. In the event of the termination, dissolution, or liquidation of the Club in any manner or for any reason whatsoever, its assets, if any, remaining after the payment of all of the liabilities of the Club, shall be distributed pursuant to Chapter 180, Section 11A, to one or more organizations with similar purposes and exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, in such manner and in such proportions as shall be approved by the vote of two-thirds of the Members entitled to vote at any meeting of Members for which at least 30 days' prior written notice has been given.

5.4 Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Club, as amended and in effect from time to time.

5.5 Severability. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.

5.6 Pronouns. All pronouns used in these By-Laws shall be deemed to refer to the singular or plural, as the identity of the person or persons may require.

ARTICLE 6 - Amendments

If authorized by the Articles of Organization, the Directors, by a majority of their number then in office, may make, amend or repeal these By-Laws, in whole or in part, except with respect to any provision that by law, the Articles of Organization or these By-Laws requires action by the Members. Any By-Law adopted by the Directors may be amended or repealed by the Members entitled to vote on amending the By-Laws.

If the Directors should amend or repeal the By-Laws in any way, a notice stating the substance of such change shall be given to all Members not later than the time of giving notice of the next meeting of Members.