COMMONWEALTH BANKSHARES, INC.
SECTION 1.1. Annual Meeting . The annual meeting of the shareholders for the election of Directors and for the
transaction of such other business as may properly come before the meeting shall be held on the last Tuesday in April of each
and every year, on a date and at a time to be set by the Board of Directors (sometimes hereinafter referred to as the “Board”).
SECTION 1.2. Special Meetings . Special meetings of shareholders, unless otherwise provided by law, may be called at any
time by the Board, the Chairman of the Board or the President.
SECTION 1.3. Place of Meeting . The Board may designate any place, either within or without the State of Virginia, as the
place of meeting for any annual meeting or for any special meeting which is called by the Board. If no place is designated by the
Board, or if a special meeting is called otherwise than by the Board, the place of meeting shall be the principal office of the
Corporation in Norfolk, Virginia.
SECTION 1.4. Notice of Shareholder Business . At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting business
must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a shareholder. For
business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than