(As amended through August 5, 2004)
The corporation may have offices at such places in or outside 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.
All meetings of stockholders 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 may be convenient. 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 or by electronic transmission, if allowed under the laws of Delaware, 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 direction of, the Board of Directors or (ii) by any stockholder who complies with the notice
procedures set forth in this section of the By-laws. For a proposal to be properly
brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in