J. ALEXANDER'S CORPORATION
1. The principal office of the Corporation shall be at Nashville, Tennessee, and the Corporation shall have such
other offices at such other places within or without the State of Tennessee as the Board of Directors of the
Corporation may from time to time determine or as the business of the Corporation may require.
2. Annual Meetings.
(a) The annual meeting of the stockholders of the Corporation shall be held at the principal office of the
Corporation or at such other place within or without the State of Tennessee as may be determined by the Board
of Directors and as may be designated in the notice of such meeting. The meeting shall be held on a date set by
the Board of Directors during the third, fourth, or fifth month following the end of the Corporation's fiscal year.
The business to be transacted at such meeting shall be the election of directors and such other business as shall be
properly brought before the meeting.
(b) If the election of directors shall not be held on the day here designated for any annual meeting, or at any
adjournment of such meeting, the Board of Directors shall call a special meeting of the stockholders as soon as
conveniently possible thereafter. At such meeting
the election of directors shall take place and such election and any other business transacted thereat shall have the
same force and effect as at an annual meeting duly called and held.
3. Special Meetings.
(a) Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute,
may be called at any time by
(i) the President, (ii) the Chairman of the Board of Directors, (iii) a majority of the Board of Directors, or (iv)
subject to the procedures set forth in
Section 3(b) below, one or more stockholders owning of record on the date the notice described in Section 3(b)
below is received by the Secretary of the Corporation 10% or more of the entire capital stock o