NORTHWAY FINANCIAL, INC.
SECTION 1. Annual Meeting. The annual meeting of shareholders shall be held at the hour, date and place
within or without the United States which is fixed by the majority of the Board of Directors, the Chairman of the
Board, if one is elected, or the President, which time, date and place may subsequently be changed at any time
by vote of the Board of Directors. If no annual meeting has been held for a period of thirteen months after the
Corporation's last annual meeting of shareholders, a special meeting in lieu thereof may be held, and such special
meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an annual meeting.
Any and all references hereafter in these By-laws to an annual meeting or annual meetings also shall be deemed to
refer to any special meeting(s) in lieu thereof.
SECTION 2. Matters to be Considered at Annual Meetings. At any annual meeting of shareholders or any
special meeting in lieu of annual meeting of shareholders (the "Annual Meeting"), only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been properly brought before such Annual
Meeting. To be considered as properly brought before an Annual Meeting, business must be: (a) specified in the
notice of meeting, (b) otherwise properly brought before the meeting by, or at the direction of, the Board of
Directors, or (c) otherwise properly brought before the meeting by any holder of record (both as of the time
notice of such proposal is given by the shareholder as set forth below and as of the record date for the Annual
Meeting in question) of any shares of capital stock of the Corporation entitled to vote at such Annual Meeting
who complies with the requirements set forth in this
In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting
by a shareholder of record of any shares of capital stock e