EXHIBIT 3 (b)
1. The corporation may have offices at such places within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation may require.
1. Place of all meetings. (a) All meetings of stockholders for the election of directors shall be held at the principal
office of the corporation in Delaware unless otherwise determined by the Board of Directors in accordance with
the laws of Delaware, or unless otherwise consented to by a waiver of notice or other document signed by all the
stockholders entitled to vote thereon.
(b) All meetings of stockholders, other than for the election of directors, shall be held at such place or places in or
outside the State of Delaware as the Board of Directors may from time to time determine or as may be
designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of Delaware.
2. Annual meeting of stockholders. The annual meeting of stockholders shall be held each year on the fourth
Tuesday in the fourth month following the close of the fiscal year during normal business hours if not a legal
holiday, and if a legal holiday, then on the day following at the same time. In the event that such annual meeting is
not held as herein provided for, the annual meeting may be held as soon thereafter as conveniently may be. Such
subsequent meeting shall be called in the same manner as hereinafter provided for special meetings of
stockholders. Written notice of the time and place of the annual meeting shall be given by mail to each
stockholder entitled to vote at least ten days prior to the date thereof, unless waived as provided by Article IX of
3. Notice of Stockholder Proposals. At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been brought before the annual