THE AMENDED AND RESTATED
ARTICLE I - STOCKHOLDERS
SECTION 1. Annual Meeting - The annual meeting of the stockholders of the Corporation shall be held on such
date, at such time and at such place within or without the State of Delaware as may be designated by the Board
of Directors, for the purpose of electing Directors and for the transaction of such other business as may be
properly brought before the meeting.
SECTION 2 Special Meetings - Except as otherwise provided in the Certificate of Incorporation, a special
meeting of the stockholders of the Corporation shall be called only by the secretary of the Corporation at the
request of (i) a majority of the total number of Directors which the Corporation at the time would have if there
were no vacancies or (ii) by any person authorized by the Board of Directors (through a vote of a majority of the
total number of Directors which the Corporation at the time would have if there were no vacancies) to call a
special meeting. Any special meeting of the stockholders shall be held on such date, at such time and at such
place within or without the State of Delaware as the Board of Directors or the authorized person requesting such
special meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no
corporation action shall be taken other than that stated in the notice of the meeting.
SECTION 3 Notice of Meetings Except as otherwise provided in these By-Laws or by law, a written notice of
each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his address as it
appears on the records of the Corporation. The notice shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is called.
SECTION 4 Quorum. At any meeting of the stockholders, th