AMENDED AS OF
November 24, 1997
THE WALT DISNEY COMPANY
(hereinafter called the "Corporation")
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington,
County of New Castle, Delaware.
Section 2. Principal Place of Business. The principal place of business of the Corporation is hereby fixed and
located at 500 South Buena Vista Street, Burbank, California 91521.
Section 3. Other Offices. The Corporation may also have offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time determine.
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose
shall be held at such time and place, either within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors (and in the case of a special meeting, by the Board of Directors or the
person calling the special meeting as authorized by Section 3 of this Article II) and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time
and place as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business as is properly brought before the meeting in
accordance with these Bylaws.
To be properly brought before the Annual Meeting, business must be either (i) specified in the notice of Annual
Meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii)
otherwise brought before the Annual Meeting by or at the direction of the Board of Directors, or (iii) otherwise
(a) properly be requested to be brought before the Annual Meeting by a stockholder of record entitled to vo