BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.. ARTICLE VIII-XI.


	BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.. ARTICLE VIII-XI. ARTICLE VIII DISSOLUTION Section 1. Dissolution. The Corporation can be dissolved by a resolution to that effect passed by the Members by a majority of at least two thirds of the votes cast at a meeting at which at least fifty per cent of the total number of Voting Members of the Corporation entitled to vote is present or represented. Section 2. Notices. The notices calling the meeting referred to in Section 1 of this Article shall state the proposal to dissolve the Corporation. Such meeting shall be called upon at least sixty days’ written notice to the Members. Section 3. Liquidation. If no liquidators have been elected in a resolution to dissolve the Corporation, the Board of Directors shall liquidate the Corporation. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, as determined by the Members. The Corporation shall continue to exist after it has been dissolved, in so far as this is necessary for liquidation of its assets. ARTICLE IX INTERNAL REGULATIONS Section 1. Internal Regulations. The Voting Members may adopt internal regulations containing additional rules relating to membership, admission, membership dues, the Board of Directors’ duties, meetings, the way in which voting rights are exercised, the management and use of the Corporation’s premises and any other matters which the Voting Members wish to regulate. Section 2. Amendment. The internal regulations may be amended by a resolution passed by the Members by a majority of at least two thirds of the valid votes cast at a meeting at which at least fifty per cent of the total number of members of the Corporation entitled to vote is present or represented. Section 3. No Conflict. The internal regulations shall not contain any provisions which deviate from or contravene the provisions of the law or these By-laws, unless such deviation is permitted by law or these By-laws. ARTICLE X MISCELLANEOUS Section 1. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these by laws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. Section 2. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the treasurer or by an assistant secretary or assistant treasurer. Section 3. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, and upon such information, opinions, reports and statements made to the corporation by any of its officers, employees, or committees of the board of directors, or by any other person as to matters reasonably believed to be within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation. Section 4. Fiscal Year. The fiscal year of the corporation shall be the calendar year, unless otherwise determined by the Voting Members. Section 5. Time Periods. In applying any provision of these by laws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included. ARTICLE XI AMENDMENTS Section 1. Amendments. These by laws may be amended or repealed by the Members at a meeting of the Members by a majority of at least two thirds of the votes cast.