FOSTER'S POND CORPORATION

RESTATED ARTICLES OF ORGANIZATION

Article I

The name of the corporation is: Foster's Pond Corporation.

Article II

The purpose of the corporation is to engage in the following activities: to preserve, protect and enhance the waters and the environment of Foster's Pond, a Great Pond located in the Town of Andover; to promote the conservation, protection, and wise management of natural resources, including land and water resources, and the prevention of environmental pollution in the Foster's Pond watershed; to establish and promote programs of public information, education and scientific research relating to the preservation and protection of the natural environment in the vicinity of Foster's Pond; to encourage similar efforts by other organizations, individuals, public agencies, and public officials; to own, operate, repair and maintain the dam regulating the flow of water from Foster's Pond, for the general benefit, improvement and beautification of the Pond and its environment; to acquire, hold, and manage land or rights in land for conservation purposes and to encourage and assist other organizations and public agencies to do the same within the Foster's Pond watershed; to promote and protect a safe and congenial living and recreational environment for residents and the general public; to encourage responsible public use of the Pond's recreational resources; and to engage in related charitable, educational and scientific activities not inconsistent with requirements applicable to non-profit corporations organized under Massachusetts General Laws Chapter 180 and to exempt organizations under Section 501(c)(3) of the Internal Revenue Code. The corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III

The corporation shall by by-law establish one or more classes of membership. One or more, but not all, of such classes of membership may be designated as non-voting classes of membership. The power to make, amend or repeal by-laws shall be in the members; provided that the by-laws may provide that the directors may also make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or the by-laws requires action by the members.

Article IV

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.