SECTION 1.01. Registered Office and Registered Agent. The registered office and registered agent shall be
designated in duly adopted actions of the Board of Directors. Each registered office and registered agent may be
changed from time to time by a duly adopted action of the Board of Directors, and the Corporation shall file an
appropriate statement of change of registered office or registered agent promptly after the taking of such action in
accordance with applicable law.
SECTION 1.02. Other Offices. The Corporation may also have offices at such other places within or without the
state of incorporation of the Corporation as the Board of Directors may from time to time determine or the
business of the Corporation requires.
SECTION 2.01. Place of Meeting. All meetings of the shareholders of the Corporation shall be held at the
principal executive office of the Corporation unless otherwise determined by the Board of Directors and specified
in the notice of meeting, in which event the meeting shall be held at the place within or without the state of
incorporation as shall be designated in the notice of such meeting.
SECTION 2.02. Annual Meeting. The Board of Directors may fix the date and time of the annual meeting of the
shareholders, but if no such date and time is fixed by the Board, the annual meeting shall be held on a third
Tuesday in May, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at 10:00
a.m. local time. Failure to hold an annual meeting shall not invalidate, alter or otherwise affect the validity of
subsequent actions. At the annual meeting, the shareholders then entitled to vote shall elect Directors and shall
transact such other business as may properly be brought before the meeting.
SECTION 2.03. Special Meetings. Special meetings of the shareholders of the Corporation as a whole, and
meetings of a particular class or series of shareholders of the