AMENDED AND RESTATED
NOCOPI TECHNOLOGIES, INC.
a Maryland Corporation
The bylaws of Nocopi Technologies, Inc., a Maryland corporation (the “Corporation”) have been amended
and restated as of November 7, 2008. These bylaws are subject to, and governed by the General Corporation
Law of the State of Maryland (the “Maryland General Corporation Law”) and the Corporation’s certificate of
incorporation (as it may be amended and in effect from time to time). In the event of a direct conflict between the
provisions of these bylaws and the mandatory provisions of the Maryland General Corporation Law or the
provisions of the certificate of incorporation of the Corporation, such provisions of the Maryland General
Corporation Law or the certificate of incorporation of the Corporation, as the case may be, will be controlling.
SECTION 1. Principal and Registered Office. The principal office of the Corporation shall be located in
Baltimore, Maryland. The Corporation may have such other offices, either within or without the State of
Maryland as the Board of Directors may designate or as the business of the Corporation may require from time
The registered office of the Corporation required by the Maryland General Corporation Law to be maintained
in the State of Maryland may be, but need not be, identical with the principal offices in the State of Maryland, and
the address of the registered office may be changed, from time to time, by the Board of Directors.
SECTION 1. Annual Meeting. The annual meeting of the Stockholders of the Corporation for the election of
directors etc. shall be held at such time on such date as the Board of Directors shall determine from time to time.
The Secretary shall serve personally or by mail, on each stockholder entitled to vote at the meeting and to each
stockholder not entitled to vote who is entitled by statute to notice, a written notice thereof, not