GIRLS WHO INVEST, INC.

AMENDED AND RESTATED BY-LAWS OF GIRLS WHO INVEST, INC.

(A New York Not-for-Profit Corporation)

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ARTICLE 1

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3 “Board” means the Board of Directors of the Corporation.

1.4 “By-laws” means the By-Laws of the Corporation, as amended from time to time.

1.5 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 “Chair” means the Chairperson of the Board of the Corporation.

1.7 “Chief Executive Officer” means the Chief Executive Officer of the Corporation.

1.8 “Corporation” means Girls Who Invest, Inc.

1.9 “Directors” means directors of the Corporation.

1.10 “Incorporator” means the incorporator of the Corporation.

1.11 “Not-for-Profit Corporation Law” means the Not-for-Profit Corporation Law of the State of New York, as amended from time to time.

1.12 “Office of the Corporation” means the executive office of the Corporation, anything in Section 102(a)(11) of the Not-for-Profit Corporation Law to the contrary notwithstanding.

1.13 “President” means the President of the Corporation.

1.14 “Secretary” means the Secretary of the Corporation.

1.15 “Treasurer” means the Treasurer of the Corporation.

1.16 “Vice Chair” means a Vice Chairperson of the Corporation.

1.17 “Vice President” means a Vice President of the Corporation.

ARTICLE 2

MEMBERS

The corporation shall have no members.

ARTICLE 3

DIRECTORS

3.1 General Powers.  Except as otherwise provided in the Certificate of Incorporation, the business of the Corporation shall be managed by its Board.  The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or the By-laws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation.

3.2 Number; Qualification; Term of Office.  The number of Directors constituting the entire Board shall not be less than three and, subject to such minimum, may be increased or decreased from time to time by amendment of these By-laws or by action of the majority of the entire Board; provided, that, no decrease in the number of Directors shall shorten the term of any incumbent Director; and provided, further, that any newly created directorships or any decrease in directorships shall be apportioned among the classes of Directors as to make all classes as nearly equal in number as possible.  Subject to the provisions of the preceding sentence and of Section 702(b) of the Not-for­ Profit Corporation Law, the number of Directors shall be fixed initially by the Incorporator and may thereafter be changed from time to time by amendment of these By-laws or by action of the majority of the entire Board.  Each Director shall be at least eighteen years of age.  Each Director shall be elected to hold office until the third annual meeting next following his/her election and until his/her successor shall have been elected and shall qualify, or until his/her earlier death, resignation or removal.

3.3 Election.  Directors shall, except as otherwise required by law or by the Certificate of Incorporation, be elected by vote of a majority of the entire Board.

3.4 Classification of Directors.  At the first meeting of the Board following the effectiveness of this Section 3.4 at which the election of Directors is in the regular order of business, the Directors shall be divided equally into three classes nearly equal in number as possible.  Notwithstanding Section 3.2 above, the term of office of the first class of Directors shall expire at the first annual meeting of the Board following the first meeting of the Board at which Directors are first designated into classes, the term of office of the second class of Directors shall expire at the second succeeding annual meeting, and the term of office of the third class of Directors shall expire at the third succeeding annual meeting.  At each annual meeting after Directors are first designated into classes, Directors elected to replace those whose terms expire at such annual meeting shall be elected for a term of three years as set forth in Section 3.2.

3.5 Newly Created Directorships and Vacancies.  Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason, including the removal of Directors without cause, may be filled by vote of a majority of the Directors then in office, although less than a quorum, at any meeting of the Board.  A Director elected to fill a vacancy shall hold office until the annual meeting next following his/her election at which the election of Directors of the class for which such Director, or such Director’s predecessor, shall have been chosen is in the regular order of business and until his/her successor shall have been elected and shall qualify, or until his/her earlier death, resignation or removal.

3.6 Resignations.  Any Director may resign at any time by written notice to the President, the Chair or the Secretary.  Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

3.7 Removal of Directors.  Any Director may be removed for cause only by a vote of two thirds of the entire Board at any special meeting of the Board called for that purpose.

3.8 Compensation.  Each Director, in consideration of his/her service as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Directors’ meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him/her in connection with the performance of his/her duties.  Each Director who shall serve as a member of any committee of Directors in consideration of his/her serving as such shall be entitled to such additional amount per annum or such fees for attendance at committee meetings, or both, as the Board may from time to time determine, together with reimbursement for the reasonable expenses incurred by him/her in the performance of his/her duties.  Nothing in this section contained shall preclude any Director from serving the Corporation or its subsidiaries in any other capacity and receiving proper compensation therefor.

3.9 Place and Time of Meetings of the Board.  Meetings of the Board, regular or special, may be held at any place within or outside of the State of New York.  The times and places for holding meetings of the Board may be fixed from time to time by resolution of the Board or (unless contrary to resolution of the Board) in the notice of the meeting.

3.10 Annual Meetings.  The Board shall hold an annual meeting for the purposes of organization, the election of Directors, the appointment of officers and the transaction of other business.

3.11 Regular Meetings.  Regular meetings of the Board may be held at such times and places as may be fixed from time to time by the Board.  Unless otherwise required by the Board, regular meetings of the Board may be held without notice.  If any day fixed for a regular meeting of the Board shall be a Saturday or Sunday or a legal holiday at the place where such meeting is to be held, then such meeting shall be held at the same hour at the same place on the first business day thereafter which is not a Saturday, Sunday or legal holiday.

3.12 Special Meetings.  Special meetings of the Board shall be held whenever called by any one of the Directors, and shall be held upon notice.  Notice of each special meeting of the Board shall, if mailed, be addressed to each Director at the address designated by him/her for that purpose or, if none is designated, at his/her last known address at least three (3) days before the date on which the meeting is to be held; or such notice shall be sent to each Director at such address by telephone, facsimile, e-mail or similar means of communication, or be delivered to him/her personally, at least three (3) days before the date on which such meeting is to be held.  Every such notice shall state the time and place of the meeting but need not state the purposes of the meeting, except to the extent required by law.  If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service.  Such mailing shall be by first class mail.

3.13 Adjourned Meetings.  A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place.  Notice of any adjourned meeting of the Board shall be given to all Directors whether or not present at the time of the adjournment.  Any business may be transacted at any adjourned meeting that might have been transacted at the meeting as originally called.

3.14 Waivers of Notice of Meetings.  Anything in these By-laws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any Director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to him/her.

3.15 Organization.  At each meeting of the Board, the Chair, or in the absence of the Chair, an alternate Chair chosen by the majority of the Directors present, shall preside.  The Secretary shall act as Secretary at each meeting of the Board.  In case the Secretary shall be absent from any meeting of the Board, an Assistant Secretary shall perform the duties of Secretary at such meeting; and in the absence from any such meeting of the Secretary and Assistant Secretary, the person presiding at the meeting may appoint any person to act as Secretary of the meeting.

3.16 Quorum of Directors.  Except as otherwise provided by the Not-for­ Profit Corporation Law, the Certificate of Incorporation or these By-laws, the presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board.

3.17 Action by the Board.

(a)  All corporate action taken by the Board shall be taken at a meeting of the Board, subject to Section 3.17(c).  Except as otherwise provided by the Not­ for-Profit Corporation Law, the Certificate of Incorporation or these By-laws, the vote of a majority of the Directors present at the time of the vote and participating in the vote, if a quorum is present at such time, shall be the act of the Board. 

(b)  Any one or more members of the Board or any committee may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

(c)  Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if each of the Directors consents thereto in writing or by electronic transmission.  An electronic transmission consenting to an action to be taken and transmitted by a Director shall be deemed to be written, signed and dated for the purposes of this Section 3.17.  Any such consent in writing shall be inserted in the minutes of the proceedings of the Board.

3.18 Conflicts of Interest.  Any actual or potential conflict of interest on the part of a Director shall be disclosed to the Board.  When any such interest becomes a matter of Board action, such Director shall not vote on the matter, but shall be counted for in determining the presence of a quorum for a meeting at which Board action is taken on the matter.  The minutes of all actions on such matter shall clearly reflect that these requirements have been met.

ARTICLE 4

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

4.1 Executive Committee and Standing Committees.  The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other standing committees, each consisting of three or more Directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:

(a)  The filling of vacancies in the Board or in any committee;

(b)  The fixing of compensation of the Directors for serving on the Board or on any committee;

(c)  The amendment or repeal of these By-laws, or the adoption of new By-laws; or

(d)  The amendment or repeal of any resolution of the Board which includes among its terms a provision that it is not so amendable or repealable.

4.2 Special Committees.  The Board may also designate from time to time from among its members special committees of the Board to perform special functions in carrying on the work of the Corporation.  Special committees shall have only the lawful powers specifically delegated to them by the Board, except that no such committee shall have powers which are not authorized for any standing committees of the Corporation.

4.3 General.  Any committee designated by the Board pursuant to Section 4.1 or 4.2 of these By-laws, and each of the members thereof, shall serve at the pleasure of the Board.  Any committee may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these By-laws or applicable laws or the resolution of the Board designating such committee, as it may deem proper for the conduct of its meetings and the exercise by it of the authority of the Board conferred upon such committee by the resolution of the Board designating such committee.

ARTICLE 5

OFFICERS

5.1 Officers.  The Board may appoint a Chair[1], a President, a Chief Executive Officer, one or more Vice Chairs or Vice Presidents, a Secretary and a Treasurer, and such other officers as it may determine.  All officers shall be elected or appointed to hold office until the next annual meeting of the Board.  The Board may designate one or more Vice Chairs or Vice Presidents as Executive Vice Chairs or Executive Vice Presidents, as applicable, and may use descriptive words or phrases to designate the standing, seniority or area of special competence of the Vice Chairs or Vice Presidents elected or appointed by it.  Each officer shall hold office for the term for which he is elected or appointed, and until his/her successor shall have been elected or appointed and qualified or until his/her death, his/her resignation or his/her removal in the manner provided in Section 5.2 of these By-laws.  Any two or more offices may be held by the same person, except the offices of Chair, President and Secretary.  The Board may require any officer to give a bond or other security for the faithful performance of his duties, in such amount and with such sureties as the Board may determine.  All officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or as the Board may from time to time determine.

5.2 Removal of Officers.  Any officer elected or appointed by the Board may be removed by the Board with or without cause.  The removal of an officer without cause shall be without prejudice to his/her or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

5.3 Resignations.  Any officer may resign at any time in writing by notifying the Board, the Chair, the President or the Secretary.  Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

5.4 Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by the Board at any regular or special meeting of the Board.

5.5 Compensation.  Salaries or other compensation of the officers may be fixed from time to time by the Board.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that he is also a Director.

5.6 Chair.  The Chair of the Board shall preside at all meetings of the members, if any, and at all meetings of the Board. The Chair may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, shall perform all duties incident to the office of Chair and such other duties as from time to time may be assigned to him/her by the Board.  No employee of the corporation shall serve as Chair unless the Board approves such employee serving as Chair by a two-thirds vote of the entire Board and contemporaneously documents in writing the basis for the Board approval; provided, however, that no such employee shall be considered an independent Director.

5.7 President.  The President shall have general supervision over the business of the Corporation, subject, however, to the control of the Board and of any duly authorized committee of Directors.  He or she may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him/her by the Board.  No employee of the corporation shall serve as President unless the Board approves such employee serving as President by a two-thirds vote of the entire Board and contemporaneously documents in writing the basis for the Board approval; provided, however, that no such employee shall be considered an independent Director.

5.8 Vice President/Vice Chair.  At the request of the President or the Chair, as applicable, or in his/her absence, at the request of the Board, the Vice President or Vice Chair, as applicable, shall (in such order as may be designated by the Board or in the absence of any such designation in order of seniority based on age) perform all of the duties of the President or Chair, as applicable, and in so acting shall have all the powers of and be subject to all restrictions upon the President or Chair, as applicable.  Any Vice President or Vice Chair may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned to him/her by the Board or by the President or Chair, as applicable.

5.9 Secretary.  The Secretary, if present, shall act as Secretary of all meetings of the Board, and shall keep the minutes thereof in the proper book or books to be provided for that purpose.  The Secretary shall see that all notices required to be given by the Corporation are duly given and served, shall be custodian of the seal of the Corporation and may seal with the seal of the Corporation or a facsimile thereof all documents the execution of which on behalf of the Corporation under its corporate seal is authorized in accordance with the provisions of these By-laws.  The Secretary shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation, and shall see that the reports, statements and other documents required by law are properly kept and filed.  The Secretary shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board, the President or the Chair.

5.10 Treasurer.  The Treasurer shall have charge of, and be responsible for, all funds, securities and notes of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any sources whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; against proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Corporation signed in such manner as shall be determined in accordance with any provisions of these By-laws, and be responsible for the accuracy of the amounts of all moneys so disbursed; regularly enter, or cause to be entered, in books to be kept by him/her or under his/her direction, full and adequate account of all moneys received or paid by him/her for the account of the Corporation; have the right to require, from time to time, reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation from the officers or agents transacting the same; render to the President, the Chair or the Board, whenever the President, the Chair or the Board, respectively, shall require him/her so to do, an account of the financial condition of the Corporation and of all his/her transactions as Treasurer; exhibit at all reasonable times the books of account and other records to any of the Directors upon application at the office of the Corporation where such books and records are kept; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board, the President or the Chair.

5.11 Assistant Secretaries and Assistant Treasurers.  Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board, the President or the Chair.

5.12 Chief Executive Officer.  The Chief Executive Officer shall have such duties and responsibilities as are prescribed by the Board, subject, however, to the control of the Board and of any duly authorized committee of Directors.  He or she may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and, in general, shall perform all duties incident to the office of Chief Executive Officer and such other duties as from time to time may be assigned to him/her by the Board.

ARTICLE 6

GRANTS, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Grants.  The making of grants and contributions and otherwise rendering financial assistance for the purposes of the Corporation may be authorized, formally or informally, by the Board.  The Board may authorize, formally or informally, any officer or officers, agent or agents, in the name and behalf of the Corporation to make any such grants, contributions or assistance.

6.2 Execution of Contracts.  The Board may authorize any officer, employee or agent, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

6.3 Loans.  The Chair, the President or any other officer, employee or agent authorized by these By-laws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized so to do may pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances.  Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

6.4 Checks, Drafts, Etc.  All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.

6.5 Deposits.  The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board may select or as may be selected by an officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

ARTICLE 7

INDEMNIFICATION

7.1 The Corporation shall, to the fullest extent permitted by law, indemnify any person who is or was made, or threatened to be made, a party to any threatened, pending or completed, action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (hereinafter a “Proceeding”), by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, penalties, excise taxes, amounts paid in settlement (with the written consent of the Corporation, which shall not be unreasonably withheld) and costs, charges and expenses (including attorneys’ fees and disbursements).  Notwithstanding the foregoing, no indemnification shall be provided to or on behalf of any Director or officer if a judgment or other final adjudication adverse to such Director or officer establishes that (i) his/her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he/she personally gained in fact a financial profit or other advantage to which he/she was not legally entitled to.  Persons who are not Directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent the Board of Directors at any time determines such person as entitled to the benefits of this Article 7.

7.2 The Corporation shall, from time to time, reimburse or advance to any Director or officer entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding, provided, however, that such expenses incurred by or on behalf of any Director or officer may be paid in advance of the final disposition of a Proceeding only upon receipt by the Corporation of an undertaking, by or on behalf of such Director or officer, to repay any such amount so advanced if a judgment or other final adjudication adverse to the Director or officer establishes that (i) his/her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he/personally gained in fact a financial advantage to which he/she was not legally entitled.

7.3 Any indemnification permitted hereunder (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case upon a finding that the Director or officer has met the standard of conduct set forth in Section 721 of the Not­ for-Profit Corporation Law (“Section 721”).  Such determination shall be made (i) by the Board of Directors of the Corporation by a majority vote of Directors who were or are not parties to the Proceeding in question, or (ii) if a majority of disinterested Directors so directs, by the Board of Directors of the Corporation upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the standard of conduct set forth in Section 721 has been met.

7.4 The right to indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may have or hereafter be entitled under any law, bylaw, or agreement, vote of members, if any, or of disinterested Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.

7.5 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7 shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

7.6 The Corporation shall have the power to purchase and maintain insurance to indemnify (i) itself for any obligation which it incurs as a result of the indemnification of Directors and officers under the provisions of this Article 7 or (ii) any Director or officer in instances in which they may be indemnified pursuant to the provisions of this Article 7, against any liability asserted whether or not the Corporation would have the power to indemnify such person against such liability under the laws of the State of New York, subject to the limitations imposed under Section 726 of the Not-for-Profit Corporation Law (or any successor section).

7.7 To secure payment of any obligation of indemnification or advancement of expenses provided by, or granted pursuant to, this Article 7, the Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to insure the payment of such sums as may become necessary to effect indemnification or advancement of expenses as provided herein.

7.8 The right to indemnification and reimbursement and advancement of expenses provided in this Article 7 shall be enforceable by any person entitled to indemnification or advancement of expenses hereunder in any court of competent jurisdiction.  The burden of proving that indemnification or reimbursement and advancement of expenses are not appropriate shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification or advances are proper in the circumstances nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its members, if any) that such person is not entitled to indemnification or to the reimbursement or advancement of expenses, shall constitute a defense to the action or create a presumption that such person is not so entitled.  Such person shall also be indemnified for any expenses incurred in connection with successfully establishing his/her right to indemnification or advances, in whole or in part, in any such proceeding.

7.9 Any Director or officer of the Corporation serving (1) another corporation, of which a majority of the shares entitled to vote in the election of its Directors is held by the Corporation, or (2) any employee benefit plan of the Corporation or any corporation referred to in clause (1), in any capacity, shall be deemed to be doing so at the request of the Corporation.

7.10 Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article 7 may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law (including, without limitation, Section 721 or any successor section thereto) in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law (including, without limitation, Section 721 or any successor section thereto) in effect at the time indemnification is sought.  Such election shall be made, by a notice in writing to the Corporation, at the time indemnification is sought; provided that if no such notice is given, the right to indemnification shall be determined by the law in effect at the time indemnification is sought.

ARTICLE 8

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board, the Executive Committee and standing committees, if any.  Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

ARTICLE 9

SEAL

The Board may adopt a corporate seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation.

ARTICLE 10

FISCAL YEAR

The fiscal year of the Corporation shall be determined, and may be changed, by resolution of the Board.

ARTICLE 11

VOTING OF SHARES HELD

Unless otherwise provided by resolution of the Board, the President and the Chair may, from time to time, appoint one or more attorneys or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, to consent in writing to any action, by any such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as he may deem necessary or proper in the premises; or the President or Chair may attend in person any meeting of the holders of the shares or other securities of any such other corporation and thereat vote or exercise any or all other powers of the Corporation as the holder of such shares or other securities of such other corporation.

ARTICLE 12

AMENDMENTS

These By-laws may be altered, amended, supplemented or repealed, or new By­ laws may be adopted, at any meeting of the Board of Directors by a vote of the majority of the entire Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two-thirds of the entire Board.