April 6, 1999
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings: A meeting of shareholders entitled to vote shall be held for the election of
Directors and the transaction of other business in May of each year on any day (except a Saturday, Sunday, or
holiday) in that month as determined by the Board of Directors.
SECTION 2. Special Meetings: Special Meetings of the shareholders may be called at any time by the Chairman
of the Board, the President or the Board of Directors.
SECTION 3. Place of Meetings: Meetings of shareholders shall be held at the principal office of the Company or
at such other place, within or without the State of New York, as may be fixed by the Board of Directors.
SECTION 4. Notice of Meetings:
(a)Notice of each meeting of shareholders shall be in writing and shall state the place, date and hour of the
meeting. Notice of a Special Meeting shall state the purpose or purposes for which it is being called and shall also
indicate that it is being issued by or at the direction of the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken which would, if taken, entitle shareholders, ful-filling the requirements of
Section 623 of the Business Corporation Law to receive payment for their shares, the notice of such meeting shall
include a statement of that purpose and to that effect.
(b)A copy of the notice of any meeting shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice is
given when de-posited in the United States mail, with postage thereon prepaid, directed to the share-holder at his
address as it appears on the record of shareholders, or, if he shall have filed with the Secretary a written request
that notices to him be mailed to some other address, then directed to him at such other address.
(c)Notice of meeting need not be given to any sharehold