STANLEY FURNITURE COMPANY, INC.
(a Delaware corporation, the "Corporation")
(As amended as of December 5, 2002)
SECTION 1. OFFICES. The Corporation shall maintain its registered office in the State of Delaware, at 229
South State Street, City of Dover, County of Kent 19901, and its Resident Agent at such address is The
Prentice-Hall Corporation System, Inc. The Corporation may also have offices in such other places in the United
States or elsewhere as the Board of Directors may, from time to time, appoint or as the business of the
Corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for
such other business as properly may be conducted at such meeting shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of Directors shall determine by resolution
and set forth in the notice of the meeting. In the event that the Board of Directors fails so to determine the time,
date and place for the annual meeting, it shall be held, beginning in 1985, at the principal office of the Corporation
at 10:00 A.M. on the first Tuesday of May of each year. In the event such day shall fall upon a legal holiday, then
the annual meeting shall be held on the next succeeding business day at the aforementioned time and place.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Stockholders for any purpose may be called by
the Chairman or by resolution of the Board of Directors and shall be called by the Chairman upon written request
of not less than 50% in interest of the Stockholders entitled to vote thereat. Notice of each special meeting shall
be given according to Section 3 of this Article II.
SECTION 3. NOTICE OF MEETINGS. Written notice of each meeting of the Stockholders of the
Corporation, in which the place, date and time of the meeting and, in the event of a special meeting, the purposes