T. ROWE PRICE ASSOCIATES, INC.
(including all amendments through April 17, 1997)
SECTION 1.01. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect
directors and transact any other business within its powers, either at 2:00 p.m. on the last Thursday of March in
each year if not a legal holiday, or at such other time on such other day falling on or before the 30th day thereafter
as shall be set by the Board of Directors. Except as the Charter or statute provides otherwise, any business may
be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure
to hold an annual meeting does not invalidate the Corporation's existence or affect any otherwise valid corporate
SECTION 1.02. Special Meeting. At any time in the interval between annual meetings, a special meeting of the
stockholders may be called by the Chairman of the Board or the President or by a majority of the Board of
Directors by vote at a meeting or in writing (addressed to the Secretary of the Corporation) with or without a
SECTION 1.03. Place of Meetings. Meetings of stockholders shall be held at such place in the United States as
is set from time to time by the Board of Directors.
SECTION 1.04. Notice of Meetings; Waiver of Notice. Not less than ten nor more than 90 days before each
stockholders' meeting, the Secretary shall give written notice of the meeting to each stockholder entitled to vote at
the meeting and each other stockholder entitled to notice of the meeting. The notice shall state the time and place
of the meeting and, if the meeting is a special meeting or notice of the purpose is required by statute, the purpose
of the meeting. Notice is given to a stockholder when it is personally delivered to him, left at his residence or
usual place of business, or mailed to him at his address as it appears on the records of the Corporation.
Notwithstanding the foregoing provisi