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BY-LAWS

OF

AHS LIQUIDATING CORP

ARTICLE I - GENERAL PROVISIONS

• SECTION 1.1 Registered Office. The registered office of the Corporation shall be in the City of Portland, County of Cumberland, and State of Maine.
• SECTION 1.2 Principal Office. The principal office of the Corporation shall be at 2 Gannett Drive, South Portland, Maine. The Corporation shall also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.
• SECTION 1.3 Seal. The Corporation shall have a corporate seal which shall have inscribed thereon the name of the Corporation, the year of its organization, and the words "Corporate Seal, Maine" or such inscription as the Board of Directors may determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE II - SHAREHOLDERS' MEETING

• SECTION 2.1 Place of Meeting. Meetings of the shareholders shall be held at the principal office of the corporation or at such other place or places, either within or without the State of Maine, as may from time to time be designated by the Board of Directors.
• SECTION 2.2 Annual Meetings. Annual meetings of the shareholders shall be held at such time and at such place as may be fixed by the Chairman of the Board, at which meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If an annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the Corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
• SECTION 2.3 Special Meetings. Special meetings of the shareholders may be called at any time by the President, the Secretary, the Board of Directors, or the holders of not less than one-fifth of all the shares outstanding and entitled to vote at a particular meeting. At any time, upon written request of any person or persons entitled to duly call a special meeting of the shareholders, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty (60) days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.
• SECTION 2.4 Notice. Written notice of the place, day and hour of all meetings of the shareholders, and, in the case of a special meeting, of the general nature of the business being transacted, shall be given by or at the direction of the person authorized to call the meeting to each shareholder of record entitled to vote at the meeting, either personally or by sending a copy of the notice through the mail or by telegram, charges prepaid, to the address of the shareholder appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. Written notice of annual meetings of the shareholders shall be given at least five (5) days prior to the meeting, and in the case of a special meeting of the shareholders shall be given to each shareholder entitled to vote thereat at least ten (10) days before such meeting, unless a greater period of notice is required by statute in a particular case.
• SECTION 2.5 Quorum. The presence, in person or by proxy, of the holders of the majority of the outstanding shares entitled to vote shall constitute a quorum for the purpose of considering such matter, and, unless otherwise provided by statute, the acts, at a duly organized meeting, of a majority of the shareholders present, in person or by proxy, shall be the acts of the shareholders. All questions to be decided by the shareholders shall be decided by the vote of the majority of the voting shares represented at the meeting, unless otherwise provided by law. The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may except as otherwise provided by statute adjourn the meeting to such time and place as they may determine, but in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings (the third meeting), although less than a quorum as otherwise required, shall nevertheless constitute a quorum for the purpose of electing directors.
• SECTION 2.6 Voting; Proxies. Every shareholder of record is entitled unless otherwise provided in the Certificate of Organization, Articles of Incorporation, or by law at a meeting of shareholders to one (1) vote for every share standing in his name on the books of the Corporation. Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares after written notice has been mailed to the holders thereof that such shares have been called for redemption and a sum sufficient to redeem such shares has been deposited with a specified bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of the certificates, provided that such sum has been deposited. Every shareholder entitled to vote at a meeting of the shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or by his duly authorized attorney-in-fact and filed with the Secretary of the Corporation. A proxy unless coupled with an interest shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. Revocation of a proxy, however, shall not be effective until notice thereof has been given to the Secretary of the Corporation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy, unless coupled with an interest, be voted on after three (3) years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless written notice of such death or incapacity is given to the Secretary of the Corporation before the vote is counted or the authority is exercised. A shareholder shall not sell his vote or execute a proxy to any person for any sum of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid.
• SECTION 2.7 Voting Lists. The officer or agent having charge of the transfer books for shares of the Corporation shall make at least five (5) days before each meeting of shareholders a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be kept on file at the principal office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote in person or by proxy at any meeting of shareholders.
• SECTION 2.8 Determination of Shareholders of Record. The Board of Directors may fix a time which shall not be more than fifty (50) days prior to the date of any meeting of shareholders, the date fixed for the payment of any dividend or distribution, the date for the allotment of rights, or the date when any change or conversion of exchange of shares will be made or go into effect as a record date for the determination of the shareholders entitled to notice of or to vote at any such meeting, entitled to receive payment of any such dividend or distribution, to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of or to vote at such meeting or to receive payment of such dividend, to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be mailed at least ten (10) days before the closing thereof to each shareholder of record at the address appearing on the records of the Corporation or supplied by him to the Corporation for the purpose of notice. While the stock transfer books of the Corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of or vote at a shareholders' meeting, transferees of shares which are transferred on the books of the Corporation within ten (10) days next preceding the date of such meeting shall not be entitled to notice of or to vote at such meeting.
• SECTION 2.9 Judge of Election. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at any meeting. The number of judges shall be one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one (1) or three (3) judges are to be appointed. On request of the chairman of the meeting or of any shareholder or his proxy the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.
• SECTION 2.10 Presiding Officer. All meetings of the shareholders shall be called to order and presided over by the President or in his absence by a Vice President or in his absence by the Secretary, and if none of these are present by a chairman elected by the shareholders.

ARTICLE III - BOARD OF DIRECTORS

• SECTION 3.1 Powers; Numbers; Qualifications. The business and affairs of the Corporation shall be managed by a Board of at least seven (7) and not more than twenty-one (21) directors, with the exact number of directors to be determined by resolution of the Board or by resolution of the shareholders. The directors need not be residents of this State or shareholders in the Corporation. The directors shall be elected by the shareholders at the annual meeting of shareholders of the Corporation, and each director so elected shall hold office for a term of one (1) year, until his successor has been duly elected and qualified, or until his earlier death, resignation or removal.
• SECTION 3.2 Election. Elections for directors need not be by ballot except upon demand by a shareholder made at the election and before the voting begins. Except as otherwise provided in the Certificate of Organization, Articles of Incorporation or By-laws, cumulative voting shall not be permitted for the election of directors. Any meeting at which directors are to be elected shall be adjourned only from day to day or for such longer periods not exceeding fifteen (15) days each, as may be directed by the shareholders who are present in person or by proxy and are entitled to cast at least a majority of the votes which all such shareholders would be entitled to cast at an election of directors, until such directors have been elected.
• SECTION 3.3 Vacancies. Vacancies in the Board of Directors shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until a successor is elected by the shareholders, who shall make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.
• SECTION 3.4 Removal. The entire Board of Directors or any individual director may be removed from office without cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at any annual election of directors or as otherwise may be permitted by law. If the Board or any one (1) or more directors be so removed, new directors may be elected at the same meeting. If shareholders are entitled to vote cumulatively for the Board, no individual director may be removed unless the entire Board be removed in case the votes of a sufficient number of shares are cast against the resolution for his removal, which resolution if cumulatively voted at an annual election of directors would be sufficient to elect one (1) or more directors to the Board.
• SECTION 3.5 Meetings. Each newly elected Board shall hold a regular meeting as soon as practicable after the annual meeting of the shareholders at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors. The regular meetings of the Board of Directors may be held at such place within or without Maine, as a majority of the directors may from time to time direct or as may be designated in the notice calling the meeting. Special meetings of the Board may be called by the President, the Secretary, or any two (2) directors.
• SECTION 3.6 Notice. Regular meetings of the Board shall be held without notice at the principal office of the Corporation or at such other time and place as shall be determined by the Board. Special meetings of the Board may be called by the President on three (3) days' notice to each director, specifying the place and time and the general nature of the business to be transacted, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.
• SECTION 3.7 Quorum and Action. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the Secretary of the Corporation. If at any meeting a quorum is not present, the meeting may be adjourned from time to time until a quorum is present.
• SECTION 3.8 Other Powers. In addition to the powers and authorities expressly conferred by these By-Laws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, or by the Certificate of Organization, Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the shareholders.
• SECTION 3.9 Compensation. Directors, as such, shall not receive any stated salary for their services. Alternatively, if authorized by resolution of the Board of Directors, each director may be paid a fixed sum and expenses, if any, of attendance at each regular or special meeting of the Board and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - COMMITTEES OF THE BOARD

• SECTION 4.1 Committees. The Board of Directors may by resolution adopted by a majority of the whole Board designate one (1) or more committees, each committee to consist of two (2) or more of the directors. The Board may designate one (1) or more directors as alternate members of any committee, which director may replace any absent or disqualified member at any meeting of the committee. A committee to the extent provided in the resolution creating it shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation.

ARTICLE V - OFFICERS

• SECTION 5.1 Election and Term. The executive officers of the Corporation shall be chosen by the directors and shall be a Chairman of the Board, President, Secretary, Clerk, and Treasurer. The Board of Directors may also choose a Vice President and such other officers and agents as it shall deem necessary, which officers shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the same person. It shall not be necessary for the officers to be directors. The officers of the Corporation shall hold office for one (1) year or until their successors are chosen and have qualified. If the office of any officer or agent, one (1) or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
• SECTION 5.2 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby. If the office of any officer or agent, one (1) or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
• SECTION 5.3 Compensation. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
• SECTION 5.4 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and directors. He shall have general supervision and direction over all of the other officers, including the President, shall supervise and direct the business and policies of the Corporation, and he shall have the same powers conferred upon the President in these By-Laws.
• SECTION 5.5 President. The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the shareholders and directors in the absence of the Chairman; he shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation. He shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management of the Corporation.
• SECTION 5.6 Secretary. The Secretary shall attend all meetings of the Board of Directors and the shareholders and act as a clerk thereof in the event of the absence of the Clerk, and record all of the votes of the Corporation and the minutes of all its transactions in suitable books kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President under whose supervision he shall be. He shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
• SECTION 5.7 Clerk. The Clerk shall be a resident of the State of Maine and shall be sworn to the faithful discharge of his duty. He shall act with the Secretary in giving, or causing to be given, notice of all meetings of the shareholders and Board of Directors, shall attend all meetings of the Board of Directors and the shareholders, and act as clerk thereof and record all the votes of the Corporation and the minutes of all its transactions in suitable books kept for that purpose, and shall perform such other duties as may be prescribed by the Board of Directors, President, or Secretary, and under whose supervision he shall be. If directed by the Secretary, he shall keep in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
• SECTION 5.8 Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books kept for that purpose. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depository as the Board of Directors may designate. He shall disburse the funds of the Corporation as directed by the Board or the President, taking proper vouchers for such disbursements and shall render to the President and directors at the regular meetings of the Board or whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Corporation.

ARTICLE VI - CAPITALIZATION, SHARE CERTIFICATES, DIVIDENDS, ETC.

• SECTION 6.1 Capitalization and Certificates. The capital structure of the Corporation shall be $1,000,000, divided into 1,000 shares, each share having a par value of $1,000. The share certificates of the Corporation shall be registered in the Corporation shall have share ledger and transfer books of the Corporation as they are issued. Share certificates shall state that the Corporation is organized under the laws of Maine, the name of the registered holder of the shares, the number and class of shares and the designation of the series, if any, which the share certificate represents, and the par value of each share represented or a statement that the shares are without par. They shall bear the corporate seal and shall be signed by the President and Secretary, or such other officers as may be applicable under Maine law. The shares of the Corporation shall be non-assessable.
• SECTION 6.2 Transfers. Shares of the Corporation shall upon surrender and cancellation of the certificate representing them be transferred upon the books of the Corporation at the request of the holder thereof named in the surrendered certificate or certificates, in person or by his legal representative, or by his attorney duly authorized by written power of attorney filed with the Secretary of the Corporation. No transfer shall be made which is inconsistent with law.
• SECTION 6.3 Lost or Destroyed Certificates. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued in lieu therefor in such manner and upon such terms and indemnity to the Corporation as the Board of Directors may authorize in each particular case.
• SECTION 6.4 Dividends. The Board of Directors may declare and pay dividends upon the outstanding shares of the Corporation from time to time and to such extent as they deem advisable in the manner and upon the terms and conditions provided by statute and the Certificate of Organization or Articles of Incorporation.
• SECTION 6.5 Reserve Fund. Before payment of any dividend there shall be set aside out of the net profits of the Corporation such sum or sums as the directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE VII - WRITTEN NOTICE, WAIVER OF NOTICE,

ACTION WITHOUT MEETING AND MEETINGS BY CONFERENCE TELEPHONE

• SECTION 7.1 Written Notice. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by express mail (such as Federal Express), charges prepaid, to his address appearing on the books of the Corporation, or supplied by him to the Corporation for the purpose of notice. If the notice is sent by mail or by express mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the express mail company for transmission to such person. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting of shareholders the general nature of the business to be transacted.
• SECTION 7.2 Waiver of Notice. Whenever any written notice is required by statute or by the Certificate of Organization, Articles of Incorporation or By-Laws of the Corporation, 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. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
• SECTION 7.3 Action by Consent. Except as otherwise provided in the Certificate of Organization, Articles of Incorporation or By-Laws of the Corporation, any action which may be taken at a meeting of the shareholders, a class of shareholders, the directors, or of any committee of directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose, or by all of the directors, or by all of the members of such committee, as the case may be, and shall be filed with the Secretary of the Corporation.
• SECTION 7.4 Meetings by Means of Conference Telephone. One (1) or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board, or of the shareholders by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall be the equivalent of presence or attendance in person at the meeting.

ARTICLE VIII - SHAREHOLDER RIGHTS

• SECTION 8.1 Corporate Records. There shall be kept at the registered office or principal place of business of the Corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a copy of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the Corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.
• SECTION 8.2 Inspection of Corporate Records. Every shareholder shall upon written demand under oath stating the purpose thereof have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the Corporation at its registered office in this State or at its principal place of business.
• SECTION 8.3 Financial Reports to Shareholders and Others. No financial statements need be furnished to the shareholders, as requested by law. If financial statements are furnished to the shareholders, such statements need not have been prepared by independent certified public accountants, except as otherwise provided by the Board of Directors or by statute.

ARTICLE IX - LIABILITY AND INDEMNIFICATION

OF DIRECTORS, OFFICERS AND EMPLOYEES

• SECTION 9.1 Liability of Directors.
  1. Standard of Care and Justifiable Reliance. A director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in manner he reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements or other financial data, in each case prepared or presented by any one of the following:
     1. one (1) or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the manners presented;
     2. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person; or
     3. A committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

        The director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.

  2. Consideration of Factors. Discharging the duties of their respective positions, the Board of Directors of the Corporation, the committees of the Board, and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers and customers of the Corporation and upon communities in which offices or other establishments of the Corporation are located and all other pertinent factors.
  3. Limitation of Liability. A director of the Corporation shall not be personally liable for money damages for any action taken or any failure to take action unless:
     1. the director has breached or failed to perform the duties of his office in a manner consistent with the provisions of subsections (a) and (b) of Section 9.1 of this Article; and
     2. the breach of duty or failure to perform an action constitutes self-dealing, willful misconduct or recklessness.

        The provisions of this Section shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state or federal law.

• SECTION 9.2 Indemnification of Officers and Directors.
  1. Third-Party Actions. 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 such person 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, shall be indemnified by the Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he/she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation and with respect to any criminal action or proceeding had no reasonable cause to believe this conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which was reasonably believed to be in, or not opposed to, the best interests of the Corporation and with respect to any criminal action or proceeding had reasonable cause to believe that such person's conduct was unlawful.
  2. Derivative Actions. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person 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, shall be indemnified by the Corporation against expenses (including attorneys' fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner which was reasonably believed to be in or not opposed to the best interests of the Corporation. No indemnification shall be made regarding any claim, issue or matter as to which any person shall have failed to perform the duties to the standard of care and justifiable reliance provided in this Article where such failure constitutes self-dealing, willful misconduct or recklessness unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper in view of all the circumstances of the case.
  3. Successful Defense. To the extent that a director, officer, employee or agent of a business corporation has been successful in defending any action, suit, or proceeding referred to in subsections (a) and (b) of Section 9.2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees), actually and reasonably incurred by him in connection therewith.
  4. Determination of Indemnification. Except as permitted in subsection (c) of Section 9.2 of this Article, any indemnification under subsections (a) or (b) of Section 9.2 of this Article (unless ordered by a court) shall be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstance because he/she has met the applicable standard of conduct set forth in such subsection. Such determination shall be made:
     1. by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
     2. if such a quorum is not obtainable, a majority vote of a quorum of disinterested directors; or
     3. by the shareholders.
  5. Undertaking to Repay Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection (d) of Section 9.2 of this Article upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Article.
  6. Non-Exclusive Remedy: Continuing Right of Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
  7. Insurance. The Corporation may, by action of the Board of Directors, purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE X - MISCELLANEOUS PROVISIONS

• SECTION 10.1 Signatories. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
• SECTION 10.2 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January.
• SECTION 10.3 Obligation to Reimburse Corporation. Any payments made to an officer or employee of the Corporation such as salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which payments shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee and in the sole discretion of the directors proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

ARTICLE XI - AMENDMENTS

• SECTION 11.1 Amendment of By-Laws. Except as otherwise provided in the Certificate of Organization, Articles of Incorporation, these By-Laws may be amended upon the vote of the majority of the Board of Directors at any meeting of the Board, subject to the power of the shareholders to change such action at any meeting of the shareholders, provided ten (10) days' notice of the proposed amendment has been given to each member of the Board of Directors. No amendment may be made unless the By-Laws, as amended, is inconsistent with the requirements of the laws of the State of Maine and of the Certificate of Organization and Articles of Incorporation.