1. The corporation may have offices at such places within or without the State of Delaware as the Board of
Directors may from time to time determine or as the business of the corporation may require.
1. Place of all meetings. (a) All meetings of stockholders for the election of directors shall be held at the principal
office of the corporation in Delaware unless otherwise determined by the Board of Directors in accordance with
the laws of Delaware, or unless otherwise consented to by a waiver of notice or other document signed by all the
stockholders entitled to vote thereon.
(b) All meetings of stockholders, other than for the election of directors, shall be held at such place or places in or
outside the State of Delaware as the Board of Directors may from time to time determine or as may be
designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of Delaware.
2. Annual meeting of stockholders. The annual meeting of stockholders shall be held each year during normal
business hours on such business day in the fourth month following the close of the fiscal year as the Board of
Directors shall determine. In the event that such annual meeting is not held as herein provided for, the annual
meeting may be held as soon thereafter as conveniently may be. Such subsequent meeting shall be called in the
same manner as hereinafter provided for special meetings of stockholders. Written notice of the time and place of
the annual meeting shall be given by mail to each stockholder entitled to vote at least ten days prior to the date
thereof, unless waived as provided by Article IX of these By-laws.
3. Notice of Stockholder Proposals. (a) At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting (i)
by, or at the directi