NEW ENGLAND DS, INC.

BY-LAWS

ARTICLE I NAME and LOCATION The name of the organization shall be New England DS, Inc. The principal offices of the Corporation shall be located in Massachusetts unless otherwise designated by a majority of the Board of Directors of the Corporation.

ARTICLE II MISSION AND PURPOSES

A. Mission To educate, organize and support the alternative lifestyle community by such activities as, but not limited to, the organization and implementation of classes, conventions, forums and the creation and maintenance of libraries.

B. Purposes 1. To promote social, recreational, educational and other similar non-profit purposes. 2. To organize, plan, facilitate and implement events and activities for purposes set forth under the provisions of Section 501(c)(7) of the United States Internal Revenue Code.

ARTICLE III GOVERNANCE

A. The organization shall be governed by the Board of Directors, the Service Board and the Officers of the Corporation subject to the provisions of these By-Laws.

B. The Board of Directors shall have the power to determine the policies of the Corporation, to pass upon such matters as the Service Board or the Officers may refer to the Board of Directors and to have such other powers as are provided in these By-Laws, except such powers as may be conferred upon the members by law, by the Corporation's incorporation documents or by these By-Laws.

C. The Service Board shall 1. manage and control the Corporation in its activities and its property; 2. admit, suspend and expel individuals holding membership in the Corporation in accordance with the provisions of these By-Laws;

D. The officers shall conduct, manage and control the day to day operations of the Corporation.

ARTICLE IV NOMINATING COMMITTEE

A. At least ninety (90) days prior to the Annual Meeting of the Corporation, the President shall appoint a member of the Service Board as chairperson of a 5 person Nominating Committee. The members of the committee shall be chosen by the chairperson. Of the four (4) members chosen by the chairperson, no more than one shall be a member of the Service Board.

B. The Nominating Committee shall nominate from the membership of the Corporation, and subject to the provisions of these By-Laws, one nominee for each position to be filled by the Corporation at the Annual Meeting of the Corporation. At least forty-five (45) days prior to the date of the Annual Meeting of the Corporation the Nominating Committee shall certify to the Secretary of the Corporation the names of the members so nominated.

C. At least thirty (30) days prior to the date of the Annual Meeting of the Corporation the Secretary of the Corporation shall mail to the membership of the Corporation by US Mail, facsimile or e-mail a list of the nominees so nominated by the Nominating Committee.

D. Except as provided in ARTICLE VII with respect to the filling of vacancies, nominations to the Board of Directors and Service Board shall be made only as provided in this ARTICLE IV or as provided by the laws of the Commonwealth of Massachusetts.

ARTICLE V MEETINGS

A. The annual meeting of the members of the Corporation shall be held on the second Friday of March in the greater metropolitan Boston, Massachusetts area or in a location in Massachusetts selected by a majority of the members of the Service Board.

B. Election of the Service Board of the Corporation shall be held at the Annual Meeting of the Corporation. The Nominees, corresponding to the number to be elected, receiving the highest number of votes shall be declared elected.

C. Any member of the Corporation who is IN GOOD STANDING may be nominated and elected to the Service Board of the Corporation and entitled to vote in all matters to be determined by the membership at the annual meeting of the corporation.

D. The membership of the Corporation shall, unless otherwise called by the President or a majority of the Service Board, meet annually as specified in ARTICLE V, Section A or at such time and place as the Board of Directors may select. Notice of the time and place of any meeting of the membership of the Corporation shall be given not less than (7) days prior to the date thereof by US Mail, facsimile or e-mail to each member of the Corporation; the notice shall also be posted to the Corporation's website (if the Corporation has an operating web site). Voting at any meeting of the Corporation may be in person or by persons holding written proxies from absent members of the Corporation.

E. A person’s required notice of the time and place of any meeting as required in these By-Laws may be waived by them in writing or by email, and attendance at any such meeting(s) shall constitute waiver of notice.

F. The Board of Directors, unless otherwise called by the President or a majority of the Board of Directors, shall meet at least two times annually at such time and place as the Board of Directors may select. Notice of the time and place of any meeting of the Board of Directors shall be given not less than (7) days prior to the date thereof by US Mail, facsimile or e-mail to each member of the Board of Directors. Meetings of the Board of Directors may be accomplished in person, by mail or by electronic communications including telephone, e-mail and/or computer bulletin board communications.

G. The Service Board, unless otherwise called by the President or a majority of the Service Board, shall meet at least four times annually at such time and place as the Service Board may select. Notice of the time and place of any meeting of the Service Board shall be given not less than (7) days prior to the date thereof by US Mail, facsimile or e-mail to each member of the Service Board. Meetings of the Service Board may be accomplished in person, by mail or by electronic communications including telephone, e-mail and/or computer bulletin board communications.

H. At all meetings of the Corporation, the Board of Directors or of the Service Board, the vote of each member must be cast in person unless a majority of the Board of Directors Board shall determine that proxies shall be solicited with respect to a particular meeting, in which event members may vote either in person or by written proxy dated not more than thirty (30) days before the meeting named therein. Proxies shall be filed with the secretary of the Corporation or delegate before being voted. Except as limited therein, a proxy shall entitle the Member named therein to vote at the meeting, or at a resumed meeting but shall not be valid after final adjournment of such meeting.

I. Special meetings may be called by the President or by a majority of the Service Board at any time. Such meeting will require a 30 day prior written notice to the membership stating time, place and purpose of the meeting. Notice requirements are as set forth in Section D, above.

ARTICLE VI MEMBERSHIP

A. Any person, eighteen (18) years of age or older, regardless of race, color, religion, gender, sexual orientation or physical disability, who has a serious, personal and supportive interest in alternative lifestyles (as defined by the Board of Directors of the Corporation) and in the Corporation shall be eligible for membership in the Corporation.

B. Any such eligible person shall become a member of the Corporation upon application thereof and payment of dues as periodically promulgated by the Board of Directors.

C. Any member whose actions are detrimental or contrary to the stated purposes and mission of the Corporation may be expelled from membership in the Corporation by a majority vote of the Service Board.

D. Any member may resign as such at any time by written notice to the Secretary of the Corporation.

ARTICLE VII THE BOARD OF DIRECTORS

A. The Board of Directors shall be the President, Treasurer and Secretary of the Corporation.

B. Vacancies in the membership of the Board of Directors prior to the Annual Meeting of the Corporation shall be filled pursuant to the provisions of ARTICLE IX, Section F.

C. Any director may be removed from office by the affirmative vote of a 2/3 majority of the members of the Corporation called for this purpose at which a quorum of the members entitled to vote is present.

ARTICLE VIII THE SERVICE BOARD

A. The Service Board shall consist of the following:

1. The Board of Directors of the Corporation,

2. Two (2) persons from the general membership of the Corporation elected by the membership of the Corporation for a two year term or until their successors are elected or, optionally, two (2) persons from the general membership of the Corporation appointed by the President of the Corporation with the approval of a majority of the Service Board, and…

3. Two (2) other persons selected by the President of the Corporation for a term of one (1) year. The initial number of members of the Service Board shall be seven (7). The number of members of the Service Board may be modified by a majority vote of the Service Board at any of its meetings where there is a quorum. In no event shall there be less than 5 members nor more than 9 members and at all times the Service Board shall consist of an odd number of members. In no event shall there be more than the allotted number of Service Board members. In the event that the methodology set forth herein yields a Service Board with more than the allotted number of members, the President shall remove one or both of the Service Board members chosen by the President. If there is a full compliment to the Service Board prior to the President selecting one or both of the Service Board members the President has the authority and responsibility to chose, the President shall not choose such Service Board members until there is a vacancy or vacancies on the Service Board as to a Service Board member not elected by the membership. In the event that a seat is vacated as stated herein, or not filled for the same reason, and is later filled, that term of that position shall end after the first Service Board meeting after the next election by the general membership is held and a new President is elected.

B. Vacancies in the membership of the Service Board prior to the Annual Meeting of the Corporation shall be filled by nomination by the President of the Corporation with the approval of a majority of the present and voting members of the Service Board at a meeting of the Service Board called for that purpose.

C. Vacancies in the membership of the Service Board caused by a Service Board member, who was elected by the membership, becoming a Director shall be filled as follows: If the Service Board member was elected by the membership, the member who had the next highest vote total after the member or members who were elected to the Service Board in the most recent election shall be invited to fill the remainder of the term of the vacated Service Board position, so long as such member has remained a member in good standing and such member received at least 10 per cent of the total votes cast. If that person is no longer a member in good standing, or declines to fill the vacated position, the process shall be repeated until either one of the qualified runner-ups accepts the position or none of them accepts the position. In the event that this process does not fill the vacancy, the President shall nominate a member of the Corporation to fill the remainder of the term of the vacated position, subject to the approval of a majority of the Service Board at a meeting having been noticed with the intention of filling the vacancy. Vacancies in the membership of the Service Board caused by a Service Board member who was selected by the President becoming a Director shall be filled by the President selecting a member of the Corporation to complete the remainder of the vacated position's term.

D. Any Service Board member may be removed from office by the affirmative vote of a 2/3 majority of the members of the Corporation called for this purpose at which a quorum of the members entitled to vote is present.

E. The terms of the members of the Service Board shall be staggered. Assuming a Service Board of 7 members, 3 members of the initial Service Board shall have 1 year terms (one of the elected members and the two chosen by the president) and the remainder 2 year terms. After the initial Board, all terms shall be 2 years, except the 2 chosen by the president whose terms shall always be 1 year. Anyone filling a vacant position on the Service Board shall serve until the end of the departed member's term so that the proper stagger is maintained.

ARTICLE IX OFFICERS

A. The Service Board of the Corporation, at its first meeting following the Annual Meeting, shall elect a president, a vice president, a secretary and a treasurer who shall perform the duties customary to their respective offices.

B. The officers of the Corporation elected by the Service Board of the Corporation shall hold office for a term of 2 years or until his or her respective successors are elected and qualified. Vacancies in any of these offices may be filled at any time for the unexpired term by majority vote of the Service Board at any of its regular meetings, at a special meeting called for that purpose, or by electronic communication as provided in ARTICLE V, Section G hereof.

C. The President shall preside at all meetings of the Corporation, shall perform the duties usually associated with this office and shall act as the chief operating officer of the Corporation. The Vice President shall assist the president and in the president's absence shall perform the president's duties. The Secretary shall attend all meetings and shall record all minutes and votes. They shall maintain a current membership list and give notice of coming meetings as required by these bylaws. The secretary shall also have custody of the corporate seal and maintain the Corporation's records. In the absence of the Secretary the presiding officer shall appoint a protempore secretary to carry out those duties. The Treasurer shall have custody of all monies, debt and obligations belonging to the Corporation. They shall receive monies and deposit them in the Corporation account and make all payments of Corporation debts upon approval of the Corporation President. All checks, drafts, contracts or other orders for payment shall be signed by the Treasurer including bonds, at the Corporation's expense, if required by the Board of Directors. The Treasurer shall maintain accurate records of all financial transactions of the Corporation and give a report at the annual meeting.

D. No Officer shall serve for more than three (3) consecutive full two (2) year terms, excepting any period in which an unexpired term arising from a vacancy is being filled by the officer in question.

E. The Secretary of the Corporation shall be a resident of the Commonwealth of Massachusetts unless the Corporation shall appoint a resident agent for the service of process appointed in the manner prescribed by law.

F. In the event a vacancy should occur in any of the offices, the Board of Directors, by a majority vote, shall appoint a replacement. In the event that the Board of Directors cannot reach a majority vote on a candidate for the offices of President, Treasurer or Secretary, they shall forward no more than two names to be voted on by the Service Board to fill such vacancy. A majority of members then in office of the Service Board shall be required to elect such replacement officer in case of a stalemate by the Board of Directors. Appointees shall serve until the next annual meeting.

ARTICLE X QUORUMS

A. Not less than ten (10) members of the Corporation shall constitute a quorum thereof. B. Not less than a majority of the Board of Directors shall constitute a quorum thereof. C. Not less than a majority of the Service Board shall constitute a quorum thereof. ARTICLE XI COMMITTEES A. The President may establish any committee that he/she considers necessary for the efficient conduct of the business of the Corporation.

B. The committees established in accordance with the foregoing provisions shall remain in existence at the discretion of the President with the approval of a majority of the Service Board.

C. The chairperson of each committee established hereunder shall be selected by the President with the approval of a majority of the Service Board.

D. The chairperson of each appointed committee shall chose the persons they wish to serve on their committee and shall submit them for approval to the Service Board.

E. Committee decisions or recommendations must be passed by a majority of the committee members.

ARTICLE XII DUES and FISCAL YEAR

A. Annual dues shall be set by vote of a majority of the Service Board voting at a meeting of the Service Board at which the question of dues is considered and voted upon. B. Dues shall be due and payable by each member of the Corporation within thirty (30) days of the billing date set by the Service Board.

C. In order to be considered as a member in good standing in the Corporation a member shall have paid his/her dues for each calendar year within the thirty (30) day period specified in paragraph B of this ARTICLE XII.

D. The Corporation's fiscal year shall end on the last day of January.

ARTICLE XIII AMENDMENTS

A. These By-Laws may be amended, added to, altered or repealed in whole or in part, by the Service Board, except with respect to this Article and any provision of these by-laws which, by an express provision in the Massachusetts General Laws, the Articles of Organization, or these By-Laws, requires action by the Members. Not later than the time of giving notice of the meeting of Members next following the making, amending, or repealing by the Service Board of any By-Law, notice stating the substance of the action taken by the Service Board shall be given to all Members entitled to vote on amending the By-Laws. Any action taken by the Service Board with respect to the By-Laws will become effective 30 days after notice has been given to the Members. Any action taken by the Service Board with respect to the By-Laws may be amended or repealed by the Members. The By-Laws may also be amended by the membership of the Corporation by a vote of at least two-thirds (2/3) of the members present and voting at a meeting of the Corporation at which there is at least one-fourth (1/4) of the members voting, and at which such amendment(s) is voted upon subject to the provisions of Paragraph B of this ARTICLE XIII.

B. Any amendment or other action to be presented to the membership of the Corporation for consideration under the provisions of Paragraph A of this Article XIII must be in writing signed by at least twenty-five (25) members of the Corporation or by any two (2) members of the Service Board and presented to the Board of Directors through the President or Secretary of the Corporation no less than sixty (60) days prior to the date of the meeting of the Corporation at which the amendment or other action is to be presented for consideration.

ARTICLE XIV PERSONAL LIABILITY

All persons or entities extending credit to or having any claim against the Corporation, its’ officers, Board of Directors or Service Board shall look only to the funds and property of the Corporation for payment for any such contract or claim or for the payment of any debt, damage, judgment or decree, or any other money that may otherwise become due or payable to them, so that no member nor the officers or directors, present or future, shall be personally liable thereof.

ARTICLE XV INDEMNIFICATION

A. The Corporation shall indemnify all of the members of the Board of Directors, the Service Board and the officers who may serve or have served at any time as such to the fullest extent (1) not covered by insurance and (2) permitted and authorized pursuant to the General Laws of the Commonwealth of Massachusetts or any law amending or replacing the same against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which they may become involved by reason of their serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless they are successful on the merits, the proceeding was authorized by a majority of the full Service Board or the proceedings seeks a declaratory judgment regarding their own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which they shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the corporation or to the extent such matter relates to service with respect to an employee benefit plan in the reasonable belief that their action was in the best interests of the participants or beneficiaries of such employee benefit plan. Such indemnification may, to the extent authorized by the corporation, include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if they shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. The payment of any such indemnification shall be conclusively deemed authorized by the Corporation under this article and each Director and, Service Board member or Officer of the Corporation approving such payment shall be wholly protected, if: 1. Payment has been approved or ratified by (a) a majority vote of a quorum of the Service Board Members consisting of persons who are not at that time parties to the proceeding, (b) by a majority vote of a committee of two or more Service Board members who are not at that time parties to the proceeding and are selected for this purpose by the full Service Board (in which selection Service Board members who are parties may participate), or (c) by a majority vote of a quorum of the members of all classes entitled to vote for Service Board members, voting as a single class, which quorum shall consist of members who are not at that time parties to the proceeding; or 2. The action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the Service Board or in the manner specified in clauses (a), (b) or (c) of subparagraph 1. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, member of the Service Board, Officer or other person entitled to indemnification hereunder. The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which such Director, member of the Service Board or Officer or other person may be entitled under any agreement or pursuant to any action taken by the Board of Directors, Service Board members or members of the Corporation or otherwise.

B. The Service Board, in its discretion, shall have the power, on behalf of the Corporation, to indemnify any person, other than members of the Service Board or Board of Directors and the Officers, made a party to any action, proceeding or suit by reason of the fact that such person is or was a member, employee or agent of the Corporation.

ARTICLE XVI LIMITATIONS

The Corporation is organized solely for, and shall be operated exclusively for, the purposes stated herein. No part of the earnings of the Corporation shall inure to the benefit of, or shall be distributed to its Members, Officers or Trustees or their private persons, except to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of attempting to influence legislation and the Corporation shall not participate in any political campaign on behalf of any candidate for public office.

ARTICLE XVII DISSOLUTION In the event that the Corporation shall be dissolved, after the payment of all outstanding liabilities of the Corporation, if any funds remain, there shall be a pro-rata refund of membership dues. If funds remain after this refund, the disposition of the balance of the funds remaining shall be disposed of as directed by a vote of the membership. In no event shall any funds, other than a pro-rata refund of membership dues, inure to the benefit of any Officer or Member.