As Amended Through December 21, 2000
1. Principal Place of Business. The principal place of business of EMCORE Corporation (the "Corporation") is
145 Belmont Drive, Somerset, New Jersey 08873.
2. Other Places of Business. Branch or subordinate places of business or offices may be established at any time
by the Board of Directors of the Corporation (the "Board") at any place or places where the Corporation is
qualified to do business.
1. Annual Meeting. The annual meeting of shareholders shall be held at a time fixed by the Board that shall be
within thirteen months of the last annual meeting, upon not less than ten nor more than sixty days written notice of
the time, place, and purpose of the meeting at the corporate offices, or at such other time and place as shall be
specified in the notice of meeting, in order to elect directors of the Corporation ("Directors") and transact such
other business as shall come before the meeting.
2. Special Meetings. A special meeting of shareholders may be called for any purpose by the president or the
Board. A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time,
place and purpose of the meeting.
3. Action Without Meeting. The shareholders may act without a meeting if, prior or subsequent to such action,
each shareholder who would have been entitled to vote upon such action shall consent in writing to such action.
Such written consent or consents shall be filled in the minute book.
4. Quorum. The presence at a meeting in person or by proxy of the holders of shares entitled to cast a majority of
the votes shall constitute a quorum.
5. Organization. The president, or in the absence of the president, such vice president as may be designated by
the president, shall preside at all meetings of the shareholders. If both are absent, any other officer designated by
the Board shall preside. If no officer so designated is pre