SECOND AMENDED AND RESTATED BYLAWS
ARTICLE 1 - STOCKHOLDERS
1.1 Place of Meeting . All meetings of stockholders shall be held at such place within or without the State of Delaware as
may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office
of the corporation.
1.2 Annual Meeting . The annual meeting for the stockholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held within six months after the end of each fiscal year of
the corporation on a date to be fixed by the Board of Directors or the President (which date shall not be a legal holiday in the
place where the meeting is to be held) at the time and place to be fixed by the Board of Directors or the President and stated in
the notice of the meeting. If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall
cause the meeting to be held as soon as thereafter as convenient. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have
the same effect as if it had been taken at the annual meeting, and in such case all references in these Bylaws to the annual
meeting of the stockholders shall be deemed to refer to such special meeting.
1.3 Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board of
Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or the Board of Directors. Business
transacted at any special meeting of the stockholders shall be limited to matters relating to the purpose or purposes stated in
the notice of the meeting.
Note : The provisions of this section 1.3 of article i were approved by the stockholders of the corporation and may not