INTERNATIONAL MEDICAL STAFFING, INC.
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A Delaware Corporation
The registered office of the Corporation in the State of Delaware shall be located in the City and State designated
in the Certificate of Incorporation.
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.
ANNUAL MEETINGS OF SHAREHOLDERS
All meetings of shareholders for the election of directors shall be held at such time and at such place, either within
or without the State of Delaware, as may be fixed from time to time by the Board of Directors. The Board of
Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Article IV, Section 6 of these Bylaws. Unless
directors are elected by written consent in lieu of an annual meeting as permitted by Article IV, Section 5 of these
Bylaws, an annual meeting of the stockholders for the election of the directors shall be held on a date and a time
as shall be designated by the Board of Directors and stated in the notice of the meeting. Any other proper
business may be transacted at the annual meeting.
Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered
not less than ten nor more than sixty 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.
The officer who has charge of the stock ledger of the corporation shall prepare and make, or cause a third party
to prepare and make, at least 10 days before ever