BY-LAWS, AS AMENDED
As Amended By the Board of Directors
On August 12, 1996
MEETING OF SHAREHOLDERS
Sec. 1. ANNUAL MEETING. The annual meeting of Shareholders shall be held not more than 180 days
after the end of the fiscal year of the corporation at such date, time and place within or without the State of New
York as shall be established by resolution of the Board of Directors.
Sec. 2. SPECIAL MEETING. Special meetings of shareholders may be called by the Board of Directors
or the President and shall be called by the President at any time upon the written request of two-thirds (2/3) of
the Directors then serving on the Board of Directors, or upon the written request of shareholders owning not less
than 80 percent of the outstanding shares of each class of capital stock of the corporation entitled to vote
generally in the election of Directors as of the date on which such request is actually received by the corporation.
Such request shall state the purpose or purposes of the proposed meeting. Such meetings shall be held at the
principal office of the corporation or at such other place within or without the State of New York as the Board of
Directors shall designate.
Sec. 3. NOTICE OF MEETING. The Secretary shall serve personally or by mail upon each shareholder
entitled to vote thereat a written notice of any meeting, addressed to each such shareholder at his address as it
appears on the books of the corporation. Such notice shall state the place, date and hour of such meeting. If the
notice is of a special meeting, it shall also state the purpose or purposes for which such meeting is called, and by
or at whose direction it is being issued. Notice of any meeting shall be given not less than ten (10) nor more than
fifty (50) days prior to such meeting. At any meeting at which all shareholders are present, or of which all
shareholders not present have waived in writing t