NAPCO SECURITY SYSTEMS, INC.
Amended and Restated Effective August 9, 1999
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of NAPCO SECURITY SYSTEMS, INC.
(the "Corporation") for the election of directors and for the transaction of such other business as may come
before the meeting shall be held at 10:00 a.m. on the fourth Wednesday in November in each year or at such
other hour or on such other day within five months after the end of each fiscal year of the Corporation as the
Board of Directors of the Corporation (the "Board") may order or at such other time as the Board may
Section 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may
be called at any time by the Board, the Chairman of the Board or the President.
Section 3. Notice of Meetings. Notice of the place, date and time of the holding of each annual and special
meeting of the stockholders and the purpose or purposes thereof shall be given personally or by mail in a postage
prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than fifty days
before the date of such meeting. If mailed, it shall be deposited in the mails within the above-mentioned period
and directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Except as may otherwise be required by
applicable law, notice of any meeting of stockholders shall not be required to be given to any stockholder who
shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or
after the meeting, submit a signed waiv