AMENDED AND RESTATED BYLAWS
APOLLO GROUP, INC.
(As amended through June 1996)
I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION
1.01. Certain References. Any reference herein made to law will be deemed to refer to the law of the State of
Arizona, including any applicable provision of Chapters 1 through 17 of Title 10 of the Arizona Revised Statutes,
or any successor statute, as from time to time amended and in effect (sometimes referred to herein as the
"Arizona Business Corporation Act"). Any reference herein made to the corporation's Articles will be deemed to
refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona
Corporation Commission. Except as otherwise required by law and subject to any procedures established by the
corporation pursuant to Arizona Revised Statutes Section 723, the term "shareholder" as used herein shall mean
one who is a holder of record of shares of the corporation. References to specific sections of law herein made
shall be deemed to refer to such sections, or any comparable successor provisions, as from time to time amended
and in effect.
1.02. Seniority. The law and the Articles (in that order of precedence) will in all respects be considered senior
and superior to these Bylaws, with any inconsistency to be resolved in favor of the law and such Articles (in that
order of precedence), and with these Bylaws to be deemed automatically amended from time to time to eliminate
any such inconsistency which may then exist.
1.03. Computation of Time. The time during which an act is required to be done, including the time for the giving
of any required notice herein, shall be computed by excluding the first day or hour, as the case may be, and
including the last day or hour.
2.01. Principal Office. The principal office of the corporation shall be located at any place either within or outside
the State of Arizona as designated in the corporation's most current Annual Report filed wi