ARTICLE I. STOCKHOLDERS MEETINGS:
The Directors shall be annually elected by the stockholders at their annual meeting to be held in the month of
April of each year, the time, place, and date at which shall be at the discretion of the Board of Directors.
ARTICLE II. BOARD OF DIRECTORS:
Section 1. The Board of Directors shall consist of not less than one
(1) nor more than seven (7) members who shall have entire control, supervision, and management of all the affairs
of the Corporation, subject to the provisions of laws, of the Certificate of Incorporation and of these By-Laws
and shall exercise all of the powers of the Corporation. They shall have the power to elect a Chairman by a
majority vote of all the Directors and to prescribe the duties of all of the said officers and to fix their
compensation, and have the power to delegate from time to time such authority as they may deem necessary to
any of the officers of the Company to transact any of its business.
Section 2. Meetings of the Board of Directors shall be held at such time or times and at such place or places as
the Board of Directors shall determine.
Section 3. Special meetings of the Board of Directors may be held at any time when called by the President or by
any two (2) directors of the Company, and written notice of such call shall be given unless the same is waived by
attendance or in writing. Such notice shall be given twenty-four hours before the meeting takes place, but the
subject of the meeting need not be stated. When any three (3) directors shall sign a written consent to any
meeting or the record thereof, the acts of such meeting shall be valid as if called, and each director notified, and
as if a quorum were actually present at such meeting; a majority of the directors then in office shall constitute a
quorum for the transaction of business, and it shall be necessary for a majority vote of all of the directors to pass
or adopt a motion or resolution; however, in the absence of the quorum