BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.. ARTICLE IV.


	BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.. ARTICLE IV. ARTICLE IV OFFICERS Section 1. Generally. The officers of the Corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers as may from time to time be appointed by the Board of Directors. The President shall be elected by the Members at the Annual Meeting of the Members. The vice presidents, secretary and treasurer shall be elected by the Board of Directors from among the members of the Board of Directors which shall consider that subject at its first meeting after every annual meeting of Members. The Board of Directors may from time to time appoint officers other than the vice presidents, secretary and treasurer, who do not need to be Members of the Board of Directors. Each officer shall hold office for a term of four years and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. Section 2. President. The president shall be the chief executive officer of the Corporation. Subject to the provisions of these by laws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation. Section 3. Vice President. Each vice president shall have such powers and duties as may be delegated to him or her by the Board of Directors. One vice president shall be designated by the board to perform the duties and exercise the powers of the president in the event of the president's absence or disability. Section 4. Treasurer. The treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. He or she shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Section 5. Secretary. The secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Members and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. Section 6. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof. Section 7. Registration; Removal; Disqualifications. (a) An officer shall no longer continue as an officer upon one or more of the following events: (i) the officer’s death; (ii) if the officer files a petition for relief under bankruptcy or insolvency law, or any order of relief is entered against such an officer in any bankruptcy or insolvency proceeding; (iii) if the officer is adjudicated as incompetent; (iv) if the officer resigns in accordance with these By-laws; or (v) if the officer is removed from office by the Members. (b) The Members may suspend or remove an officer from office if they deem such action to be warranted. A vote of no less than two-thirds of the Voting Members shall be required for such a resolution to be passed. If no resolution is passed to remove a suspended officer from office within three months of the date of suspension, the suspension shall terminate on expiration of such period.