MATLACK SYSTEMS, INC.
Section 1.1 Name. The title of this Corporation is MATLACK SYSTEMS, INC.
Section 1.2 Office. The registered office of this Corporation shall be located at One Rollins Plaza, Wilmington,
County of New Castle, State of Delaware, or at such other place as the Board of Directors may designate in
accordance with Section 133 of the Delaware Corporation Law.
Section 1.3 Seal. The corporate seal of the Corporation shall have inscribed thereon the name of the Corporation
and the year of its creation (1988) and the words "Incorporated Delaware".
Section 2.1 Annual Meeting. The annual meeting of stockholders shall be held at such place within or without the
State of Delaware as the Board of Directors from time to time determine.
Section 2.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at
any time by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, the Chairman
of the Executive Committee or the President and not by any other person.
Section 2.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.
Section 2.4 Adjournments. Any meeting of the stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any suc