WENTWORTH II, INC.
A Delaware Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Delaware shall be located in the City and State designated
in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or
without the State of Delaware as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by
the Directors, at the time fixed from time to time by the Directors.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called by the Board of Directors or such person or persons
authorized by the Board of Directors and shall be held within or without the State of Delaware.
Section 3 - Court-ordered meeting:
The Court of Chancery in this State where the Corporation's principal office is located, or where the
Corporation's registered office is located if its principal office is not located in this state, may after notice to the
Corporation, order a meeting to be held on application of any Director or shareholder of the Corporation entitled
to vote in an annual meeting if an annual meeting has not been held within any thirteen month period, if there is a
failure by the Corporation to hold an annual meeting for a period of thirty days after the date designated therefor,
or if no date has been designated, for a period of thirteen months after the organization of the Corporation or
after its last annual meeting. The Court may fix the time and place of the meeting, determine the shares entitled to
participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at
the meeting, prescribe the form and content of the meeting notice, and enter other orders as may be appropriate.
Section 4 - Place of Meetings:
Meetings of shareholders