BARNES GROUP INC.
ARTICLE I: MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings.
The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of
such other business as may properly come before the meeting shall be held at 10:30 A.M. on the first
Wednesday in April of each year or on such other date or time as may be designated by the Board of Directors.
SEC. 2. Special Meetings.
Special meetings of the stockholders may be called at any time by the Chairman, the President or the Board of
Directors. (As used in these by-laws, the term "Chairman" means the Chairman of the Company appointed
pursuant to Article IV Section 1 unless otherwise specified).
SEC. 3. Place of Meetings.
All meetings of the stockholders shall be held at such place, within or without the State of Delaware, as may be
designated by the Board of Directors and specified in the notice to be given to the stockholders in the manner
provided in Section 4 of this Article I.
SEC. 4. Notice of Meetings.
Except as otherwise provided by statute, notice of each meeting of the stockholders, whether annual or special,
shall be given to each stockholder of record entitled to vote thereat, not less than ten days before the day on
which the meeting is to be held, by delivering a written or printed notice thereof to him personally or by posting
such notice in a postage prepaid envelope addressed to him at his last known post-office address. Except as
otherwise provided by statute, no publication of any notice of a meeting of the stockholders shall be required.
Every notice of a special meeting of stockholders, besides stating the time and place of the meeting, shall state
briefly the objects thereof and no business other than that specified in such notice and matters germane thereto
shall be presented at such meeting, except with the unanimous consent in writing of the holders of all the
outstanding shares of the Corporation entitled to vote thereon. Nev