AMENDED AND RESTATED BY-LAWS
BUCKEYE TECHNOLOGIES INC.
A Delaware Corporation
Section 1 . Registered Office .
The registered office of the corporation in the State of Delaware
shall be located at 1013 Centre Road, Wilmington, Delaware 19805. The name of the corporation’s registered
agent at such address is Corporation Service Company (CSC). The registered office and/or registered agent of
the corporation may be changed from time to time by action of the board of directors.
Section 2 . 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 or the business of the
corporation may require.
MEETINGS OF STOCKHOLDERS
Section 1 . Annual Meetings . An annual meeting of the stockholders shall be held each year for the purpose of
electing directors and conducting such other proper business as may come before the meeting. The annual
meeting of the stockholders shall be held on such date and at such time as may be designated by the board of
directors. At the annual meeting stockholders shall elect directors and transact such other business as properly
may be brought before the meeting pursuant to Article II, Section 11 hereof.
Section 2 . Special Meetings . Special meetings of stockholders may be called for any purpose and may
be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting
or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the chairman of the
board, the president or the board of directors pursuant to a resolution adopted by the affirmative vote of the
majority of the total number of directors then in office. The only matters that may be considered at any special
meeting of the stockholders are the matters specified in the notice of the meeting.
Section 3 . Place of Meetings . The board of directors may d