BY-LAWS of SUN USER GROUP, INC. ARTICLE I NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR 1. Name and Purposes. The name and purposes of the Corporation shall be as set forth in the Articles of Organization (hereinafter "Articles"). 2. Location. The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles. The Directors may change the location of the principal office of the Corporation and establish such other office or offices as the Directors may deem appropriate, effective upon the filing of a certificate of such change with the Secretary of the Commonwealth of Massachusetts. 3. Corporate Seal. The Directors may adopt and alter the seal of the Corporation. 4. Fiscal Year. Unless otherwise fixed by the Members, the fiscal year of the Corporation shall end on the date set forth in the Articles. ARTICLE II MEMBERS 1. Qualification and Classification. There shall be three classes of members of the Corporation: Individual Members, Institutional members and Corporate Sponsor members. A Corporate Sponsor Member shall be a non-voting membership. Such entities shall serve in an honorary capacity, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for puroposes of establishing a quorum, and shall have no other rights and responsibilities under these By-Laws. Corporate Sponsor Membership is subject to the discretion of the Board of Directors in all respects. Any person may become an Individual member of the Corporation upon filing of a written application with the Board of Directors and paying the requisite dues for the current year. Any person may become an Institutional Member upon the filing of a written application with the Board of Directors, paying the requisite dues for the current year and satisfaction of the standards set, at the discretion of the Board of Directors, for Institutional Membership. Institutional Members shall have all rights and privileges of Individual Members; however, Institutional Members may receive discounted rates on dues subject to the discretion of the Board of Directors. 2. Powers and Rights. The Members shall have such rights as are vested by law in members of a corporation organized under Chapter 180 of the Massachusetts General Laws, the Articles or these By-Laws, or as the Directors of the Corporation shall further determine. 3. Term and Termination of Membership. 3.1 Term. The period of membership, for Individual, Institutional and Corporate Sponsor Members, shall extend for a period of twelve (12) months beginning with the date of payment of dues to the Corporation and expiring twelve (12) months thereafter. If a membership is renewed in advance, each such renewed membership shall expire twelve (12) months from the expiration date of the previous membership term. 3.2 Causes of Termination. The membership of any Member shall terminate upon occurrence of any of the following events: (i) The resignation of the Member. (ii) Expiration of the period of membership, unless the Member sooner renews for a subsequent period on the renewal terms set by the Board of Directors. (iii) Expulsion of the Member pursuant to section 3.3 of this Article. 3.3 Procedure for Expulsion, Suspension, or Sanctioning of a Member. A Member may be expelled from membership, suspended from membership, or otherwise sanctioned in the event of a determination by the Board to that effect in accordance with the procedures set forth in this Section 3.3 (i) If there has been a determination by the Board of Directors that a Member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the interest of the Corporation, a notice shall be sent by prepaid certified or registered mail to the most recent address of the Member as shown on the Corporation's records, setting forth the Board's determination and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination, suspension, or other sanction. (ii) The Member being expelled, suspended, or otherwise sanctioned shall be given an opportunity to be heard, either orally or in writing at the discretion of the Corporation, at a hearing to be held not fewer than five (5) days before the effective date of the proposed termination, suspension or sanction against the Member. The hearing will be held by a special Termination Committee appointed by the Board of Directors including not fewer than three (3) Directors. Notice pursuant to Section 3.3(i) of this Article shall state the date, time, and place of such hearing. (iii) Following the hearing, the Terminaton Committee shall decide whether or not the Member should be expelled, suspended, or sanctioned in some other way and shall inform the Member of its decision in writing. The decision of the Termination Committee shall be final. (iv) Any member expelled or suspended from the Corporation shall receive a prorated refund of dues paid for the current fiscal year of membership. 4. Annual Meeting. An annual meeting of the Members shall be held for the election of Directors and any other proper business at such date, time and place as may be designated by resolution of the Board of Directors. The annual meeting may be held at the principal office of the Corporation or at such other place within the United States as the President of the Corporation shall determine. Notice pursuant to Section 8 shall be given at least sixty (60) days prior to the annual meeting of the Members to each Member who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice shall specify the date, time, place and purpose of the meeting and includes ballots approved by the Board of Directors for recording Members votes on any matters to be voted upon. 5. Special Meetings. Special meetings of the members may be held at any time and at any place within the United States, provided that notice thereof is given not less than thirty (30) days prior to the date fixed for the meeting. Such notice shall be given pursuant to Section 8 to each Member who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice shall specify the purposes of the meeting and include ballots aproved by the Board of Directors for recording Members votes on any matter to be voted upon. Except as provided by G.L. c. 180 S6A, or as otherwise provided by law, special meetings of the Members may be called by the President or by a majority of the Directors, or upon written application of fifteen percent (15%) or more of the Members entitled to vote, shall be called by the Clerk or, in the case of death, absence, incapacity or refusal of the Clerk, by any other Officer. 6. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any individual Member if a written waiver of notice, executed on the Member's behalf before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting. 7. Record Date. Any member of record of the Corporation as of a date fixed by the Board of Directors not more than thirty (30) days prior to any minimum notice period specified in Sections 4 and 5 hereof shall be deemed a Member entitled to vote on the record date for notice of such annual or special meeting. 8. Form of Notice. Notice of any annual or special Members' meeting shall be given by mail and shall be addressed to a Member at the address of the Member appearing on the books of the Corporation or given by the Member to the Corporation for the purpose of such notice. Notice shall be deemed given when deposited in the first class mail of the United States, addressed as provided herein. 9. Quorum. Five percent (5%) of the membership, represented in person, by proxy, or by written ballot shall constitute a quorum at a meeting of the Members. If a quorum is present, the affirmative vote of the majority of the membership represented at the meeting, entitled to vote and voting on any matter shall be the act of the Members. In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy. 10. Action by Vote. Except as provided in Sections 11 and 12 of this Article, Members may vote in person, by proxy, or by ballot approved by the Board of Directors. 11. Action by Written Ballot. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting by a written ballot of the Members. Such ballots shall be treated for all purposes as votes at a meeting. The form of any written ballot shall be determined by the Board of Directors. A written ballot may not be revoked subsequent to its receipt by the Corporation at the address designated in the ballot. 12. Proxies. Members may vote by written proxies dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceeding of the meeting. ARTICLE III DIRECTORS 1. Number, Election and Qualification. The number of Directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resoultion is presented to the Board for adoption). The Directors shall be divided into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the 1989 annual meeting of the Members, the term of office of the second class to expire at the 1990 annual meeting of the Members, and the term of office of the third class to expire at the 1991 annual meeting of the Members. At each annual meeting of the Members following such initial classification and election, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office scheduled to expire at the third succeeding annual meeting of the Members after their election. Only individuals who have been members in good standing for twenty-four (24) of the thirty (30) months preceding an election shall be eligible to be nominated and to serve as a Director of the Corporation unlessp otherwise approved by a two-thirds vote of the Board of Directors. No employee of any workstation manufacturer shall be eligible to serve as a Director of the Corporation. 2. Term. Each Director shall hold office until the next annual meeting of the Members in which such Director's term is scheduled to expire and until his or her successor is chosen and qualified, or until he or she sooner dies, resigns, is removed or deemed disqualified. 3. Powers and Compensation. The property and affairs of the Corporation shall be managed and controlled by the Directors, who shall have and may exercise all of the powers of the Corporation, except those powers reserved to the Members by law, the Articles or these By-Laws. Directors shall not be entitled to receive compensation for their services as Directors; provided, however, that, subject to the Articles, Directors shall not be precluded from serving the Corporation in any other capacity and receiving reasonable compensation for any such service or receiving reasonable reimbursement for expenses incurred on behalf of the Corporation. The Directors may elect from their own number a Chairman. If a Chairman is elected, he or she shall preside at all meetings of the Directors, except as the Directors shall otherwise determine, and shall have such other duties and powers as may be determined by the Directors. 4. Committees; Delegation of Power. The Directors may elect or appoint one or more committees consisting solely of Directors, and may delegate to any such committee or committees any or all of their powers, except as such delegation is limited by law, the Articles, or these By-Laws. The Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Unless the Directors otherwise by resolution designate, all committees appointed pursuant to this Section shall conduct their affairs in the same manner as is provided in these By-Laws for the Directors. The members of any such committee shall remain in office at the pleasure of the Directors. 5. Removal. A Director may be removed from office with or without cause by written instrument signed by fifteen percent (15%) of the Members upon such instrument being presented to a meeting of Directors or filed with the records of the Corporation; however, a Director may be removed with cause by this method only after reasonable notice and opportunity to be heard before a regular or special meeting of the Members. A Director may also be removed from office with cause by a vote of a majority of the Board of Directors; however, a Director may be removed by this method only after reasonable notice and opportunity to be heard before a regular or special meeting of the Board of Directors. The failure, in two consecutive instances occurring in any twelve-month period, of a Director to attend a duly-noticed meeting of the Board, and in which instances the Director has not given, prior to each such meeting, a written notice of his inability to attend shall be cause for removal of such Director from the Board. 6. Resignation. A Director may resign by delivering his or her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the Members or Directors or to the Corporation at its principal office in the Commonwealth of Massachusetts. Such resignation shall be effective upon receipt, unless specified to be effective at some other time or upon the occurrence of some other event, and acceptance thereof shall not be necessary to make it effective unless it so states. 7. Vacancies. Any vacancy in the Board of Directors may be filled by the Directors. Each successor shall hold office for the unexpired term of the Director whose place is vacant or until he or she sooner dies, resigns, is removed or becomes disqualified. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number. A majority of the Directors then in office shall have the power to enlarge the Board and to fill any and all vacancies caused by such enlargement. 8. Annual Meeting. An annual meeting of the Directors shall be held in every year immediately after the annual meeting of the Members or special meeting of the Members held in lieu of such annual meeting, at the time and place as such annual or special meeting, for the election of Officers and for the transacton of such other business as may properly come before such meeting, and no notice shall be required for such annual meeting. 9. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all Directors. A notice of each regular meeting shall not be required. 10. Special Meeting. Special meetings of the Directors may be held at any time and at any place within the United States when called by the Chairman of the Board of Directors or, if there be no such Chairman, by the President, or a majority of the Directors. 11. Call and Notice. Except as provided in Section 8 herein, reasonable notice of the time and place of special meetings of the Directors shall be given to each Director by the President, Clerk, or Chairman of the Board of Directors. Such notice need not specify the purposes of the meeting, unless otherwise required by law, the Articles, or these By-Laws. Except as otherwise expressly provided, it shall be reasonable notice to a Director to send notice by certified U. S. mail, postage pre-paid, return receipt requested, at least seventy-two (72) hours before the meeting or by telegram, telex or other electronic form of message at least twenty-four (24) hours before the meeting, addressed to him or her at his or her usual or last known business or residence address; or to give notice to him or her in person or by telephone at least twenty-four (24) hours before the meeting. 12. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by him or her (or his or her authorized attorney) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting. 13. Quorum. At any meeting of the Directors, a majority of the Directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the postponed meeting may be held without further notice. 14. Voting at Meetings. When a quorum is present at any meeting, a majority of the votes properly cast by the Directors present and voting shall decide any question, including the election of Officers, unless otherwise provided by law, the Articles, or these By-Laws. 15. Action by Consent. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and such consent is filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as votes at a meeting. 16. Meeting by Telecommunications. Any meeting of the Directors or any committee of the Directors may be held by telephone or other electronic conference device so long as all Directors participating can hear all other Directors speak. ARTICLE IV OFFICERS 1. Number and Qualification. The Officers of the Corporation shall be a President, a Treasurer, a Clerk, and such other Officers, if any, as the Directors may from time to time elect. Officers need not be Directors. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Corporation has a resident agent appointed to accept service of process. A person may hold more than one office at the same time. If required by the Directors, any Officer shall give the Corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the Directors. The premiums for all such bonds shall be paid by the Corporation. 2. Election. The President, Treasurer, and Clerk shall be elected annually by the Directors at the first meeting of the Directors following the annual meeting of the Members. All other Officers, if any, may be elected by the Directors at any time, or by written consent. 3. Term. The President, Treasurer or Clerk shall each hold office until the first meeting of the Directors following the next annual meeting of the Members and until his or her successor is chosen and qualified, and each other Officer shall hold office until the first meeting of the Directors following the next annual meeting of the Members unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner, dies, resigns, is removed or becomes disqualified. 4. President and Vice President. The President shall be the Chief Executive Officer of the Corporation, and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall also have such other duties and powers as the Directors may determine. The President shall preside at all meetings of the Members and, if no Chairman of the Board of Directors is elected, at all meetings of the Directors, except as the Members or Directors otherwise determine. The Vice President or Vice Presidents, if any, shall have such duties and powers as the Directors or the President shall from time to time determine. The Vice President or the Vice Presidents in the order designated, if there is more than one, or, in the absence of any designation, then in the order of their election, shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his or her inability to act. 5. Treasurer. The Treasurer shall be Chief Financial Officer of the Corporation. The Treasurer shall, subject to the direction of the Directors, be in charge of the financial affairs of the Corporation and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as the Directors shall determine. 6. Clerk. The Clerk shall record and maintain records of all proceedings of the Members and Directors in a book or books to be kept for that purpose, which book or books shall be kept within the Commonwealth of Massachusetts either at the principal office of the Corporation or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to the inspection of the Members for any purpose in the proper interest of such Members relative to the affairs of the Corporation. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles and By-Laws and the names of the Members and Directors and the address of each. Said copies and records need not be kept in the same office. If the Clerk is absent from any meeting of Members or Directors, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting. 7. Removal. Any Officer may be removed from his or her office with or without cause by the Directors. An Officer may be removed for cause only after reasonable notice and opportunity to be heard at any regular or special meeting of the Directors, provided that a quorum is present in person at such meeting. 8. Resignation. Any Officer may resign by delivering his or her written resignation to the President, Treasurer or Clerk of the Corporation, to a meeting of the Members or Directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt, unless specified to be effective at some other time or upon the occurrence of some other event, and acceptance thereof shall not be necessary to make it effective unless it so states. 9. Vacancies. If the office of any Officer becomes vacant, the Directors may elect a successor. Each such successor shall hold Office for the unexpired term of the Officer whom he or she replaced, and, in the case of the President, Treasurer, or Clerk until his or her successor is chosen and qualified, and in each case until he or she sooner dies, resigns, is removed or becomes disqualified. ARTICLE V MISCELLANEOUS PROVISIONS 1. Execution of Instruments. Except as the Directors may generally or in particular cases otherwise determine, all deeds, leases, contracts, bonds, notes, guarantees, checks, drafts and other instruments or obligations authorized to be made, accepted or endorsed by an Officer of the Corporation in its behalf shall be signed, and, as required, sealed, acknowledged and delivered by the President, by the Treasurer, or by the Assistant Treasurer; provided, however, that any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by the President or a Vice President and the Treasurer, who may be one and the same person, shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument, notwithstanding inconsistent provisions of the Articles, By-Laws, resolutions or votes of the Corporation, or no such resolution or vote. 2. Personal Liability for Debt, Liability, or Obligation of the Corporation. No Member, Director, Officer, employee or other agent of the Corporation shall be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation. 3. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Member, Director, Officer, employee or other agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, Officer, employee or other agent of another organization in which the Corporation has an interest or with respect to any employee benefit plan, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against the liability. 4. Definitions. All references in these By-Laws to the Articles and to these By-Laws shall be deemed to refer, respectively, to the Articles of Organization and the By-Laws of the Corporation as amended and in effect from time to time. 5. Amendments of By-Laws. These By-Laws may be altered, amended or repealed in whole or in part by a majority of the Directors then in office, except with respect to any provision hereof which by law, the Articles, or these By-Laws requires action by the Members. Notice thereof stating the substance of such change shall be given to all Members of record no later than the time of giving of notice of the meeting of Members which follows the making, amending, or repealing by the Directors of any By-Law. These By-Laws may be altered, amended or repealed in whole or in part by the Members acting at any annual, regular or special meeting provided that at least fifteen (15) days prior to the time of giving notice for such meeting any such proposed amendment, alteration, or repeal of a By-Law shall either have been recommended by the Directors or submitted to the Clerk of the Corporation in a writing signed by at least fifty (50) Members.