ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(As Amended on November 25, 1997)
Section 1. The registered office of the corporation shall be located at Durango, Colorado.
Section 2. The corporation may also have offices at such other places both within and without the State of
Colorado as the board of directors may from time to time determine or the business of the corporation may
ANNUAL MEETING OF SHAREHOLDERS
Section 1. All meetings of the shareholders for the election of directors shall be held in the City of Durango,
State of Colorado, at such place as may be fixed from time to time by the board of directors, or such other place
either within or without the State of Colorado as shall be designated from time to time by the board of directors
and stated in the notice of the meeting.
Section 2. Annual meetings of shareholders shall be held at such time and place as shall be designated from
time to time by the board of directors and stated in the notice of the meeting, at which the shareholders shall elect
by a plurality vote a board of directors, and transact such other business as may properly be brought before the
Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall
be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally
or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. Notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to each shareholder of record entitled to vote at
the meeting at that shareholder’s address as it appears on the records of the corporation.
Section 4. Only proposals by shareholders made in accordance with the procedures set forth in this Section 4