(A DELAWARE CORPORATION)
1.1 REGISTERED OFFICE. The registered office of the corporation shall be fixed in the Certificate of
Incorporation of the corporation.
1.2 OTHER OFFICES. The board of directors may at any time establish branch or subordinate offices at any
place or places where the corporation is qualified to do business.
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or outside the State of
Delaware designated by the board of directors. In the absence of any such designation, stockholders' meetings
shall be held at the registered office of the corporation.
2.2 ANNUAL MEETING.
(a) The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of
directors. At the meeting, directors shall be elected, and any other proper business may be transacted.
(b) At an annual meeting of the stockholders, 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 stockholder.
For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the corporation not less than one hundred
twenty (120) calendar days in advance of the date specified in the corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting of stockholders; provided, however, that in