As Amended October 24, 1996
Section 1. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its
organization, and shall be in such form as may be approved from time to time by the Board of Directors. Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at such date, time, and place either within or without the
State of Delaware as may be designated by the Board of Directors from time to time in the notice of the meeting.
An annual meeting shall be held for the election of directors, and any other proper business may be transacted
Section 2. The holders of a majority of each class of stock issued and outstanding, and entitled to vote thereat,
present in person, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law, by the Restated Certificate of Incorporation, or by
these Bylaws. For purposes of the foregoing, two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a
quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner
provided by Section 3 of Article II of these Bylaws until a quorum shall attend.
Section 3. Any meeting of stockholders, annual or special, may adjourn from time to time and reconvene at the
same or some other place, and notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty
(30) days, or