INTERNATIONAL VINEYARD, INC.
Section 1. Registered Office. The registered office of International Vineyard, Inc. (“Corporation”)
shall be maintained at such locations within the State of Delaware as the Board of Directors from time to time
shall designate. The Corporation shall maintain in charge of such registered office an agent upon whom process
against the Corporation may be served.
Section 2. Other Offices. The Corporation may also have an office or offices at such other place or
places, either within or without the State of Delaware, as the Board of Directors from time to time may determine
or the business of the Corporation may require.
Meetings of Shareholders
Section 1. Annual Meetings. Subject to the provisions of these Bylaws, the annual meeting of the
shareholders for the election of directors and for the transaction of such other business as may properly come
before such meeting shall be held on such date and at such time as shall be designated by the Board of Directors
and stated in the notice of such meeting. If the election for directors shall not be held on the day designated
therefor or at any adjournment thereof, the directors shall cause such election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient. At such special meeting, subject to the provisions of
these Bylaws, the shareholders may elect the directors and transact any other business with the same force and
effect as at an annual meeting duly called and held.
Section 2. Special Meetings. A special meeting of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute, may be called at any time and shall be called by the President or
Secretary, upon the direction of the Board of Directors, or upon the written request of a shareholder or
shareholders holding of record at least ten percent (10%) of the outstanding shares of the Corporation entitled to
vote at such a meeti