FAUQUIER BANKSHARES, INC.
AS AMENDED AND RESTATED
AUGUST 5, 2010
Meeting of Stockholders
Section 1.1 — Places of Meetings . All meetings of the stockholders shall be held at such place, either within or
without the Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors.
Section 1.2 — Annual Meeting . The annual meeting of the stockholders, for the election of Directors and
transaction of such other business as may come before the meeting, shall be held in each year on the third
Tuesday in May, or on such other date as the Board of Directors may by resolution designate, at an hour
designated by the Board.
Section 1.3 — Special Meetings . Special meetings of the stockholders for any purpose or purposes may be
called at any time by the Chairman of the Board, the President or by a majority of the Board of Directors. At a
special meeting, no business shall be transacted and no corporate action shall be taken other than that stated in
the notice of the meeting.
Section 1.4 — Notice of Meetings . Written or printed notice stating the place, day and hour of every meeting of
the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called
(“Meeting Notice”), shall be given not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at such meeting in any manner permitted by the Virginia Stock Corporation
Act (the “VSCA”), including by electronic transmission (as defined therein).
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Such further notice shall be given as may be required by law, but meetings may be held without notice if all the
stockholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by
those not present, either before or after the meeting.
Section 1.5 — Matters to be Brought Before Stockholders’ Meetings . Except as otherwise provided by law
and Section 2.4 of these By-Laws, at any annual or s