INTEGRAMED AMERICA, INC.
(As Amended May 12, 2009)
Section 1 . Registered Office . The registered office shall be in the City of Wilmington, County of New
Castle, State of Delaware.
Section 2 . Other Offices . The corporation may also have offices at such other places both within and
without the State of Delaware as the board of directors may from time to time determine or the business of the
corporation may require.
MEETINGS OF STOCKHOLDERS
Section 1 . Place of Meetings . All meetings of the stockholders for the election of directors shall be
held at such place, within or without the State of Delaware, as shall be designated from time to time by the board
of directors and stated in the notice of the meeting or in a duly executed waiver thereof. Meetings of the
stockholders for any other purpose may be held at such place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2 . Date and Time of Annual Meeting . Annual meetings of the stockholders shall be held at
such date and time as shall be designated from time to time by the board of directors and stated in the notice of
the meeting. At each such annual meeting, the board of directors shall be elected by the plurality vote of the
holders of the authorized and outstanding shares of the corporation’s capital stock entitled to vote thereon.
Section 3 . Notice of Annual Meeting . Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.
Section 4 . Voting List; Inspection . The officer or agent who has charge of the stock transfer books of
the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote