AMENDED AND RESTATED
ARTICLE I. SHAREHOLDERS
Section 1.1 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held each year
on a date between January l and June 30, with a specific date and time to be determined from time to time by the
Board of Directors. The failure to hold an annual meeting at the time stated in these bylaws does not affect the
validity of any corporate action.
Section 1.2 Special Meetings. Special meetings of the shareholders may be held upon call of the Board of
Directors or of the President or a Vice President, and shall be called by the President or a Vice President upon
the request of the holders of ten percent of the outstanding stock entitled to vote.
Section 1.3 Meeting Place. All meetings of the shareholders shall be held at the principal place of business of the
Corporation, or at such other place as shall be determined from time to time by the Board, and the place at which
any such meeting shall be held shall be stated in the notice of the meeting.
Section 1.4 Notice of Meetings. Written notice of the time and place of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called shall be delivered personally, or mailed, not less.
than ten days nor more than 50 days before the date of the meeting to each shareholder of record entitled to
vote, at his post office address appearing upon the stock transfer books of the Corporation. Meetings may be
held without notice if all shareholders entitled to vote are present or represented by proxy or if notice is waived
by those not present or so represented.
Section 1.5 Waiver of Notice. Notice of time, place and purpose of any meeting may be waived in writing
whether before or after the time stated therein for the meeting, and will be waived by any shareholder by his
attendance at such meeting in person or by proxy. Any shareholder so waiving shall be bound by the proceedings
of any such me