AMERON INTERNATIONAL CORPORATION
(a Delaware corporation)
(Restated with amendments
through February 1, 1997 )
SECTION 1.01. Registered Office. The registered office of AMERON INTERNATIONAL CORPORATION
(hereinafter called the Corporation) in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle, and the name of the registered agent in charge thereof shall be The Corporation Trust
SECTION 1.02. Other Offices. The Corporation may also have an office or offices at such other place or
places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board)
may from time to time determine or as the business of the Corporation may require.
Meetings of Stockholders
SECTION 2.01. Annual Meetings. Annual Meetings of the stockholders of the Corporation for the purpose of
electing directors and for the transaction of such other proper business as may come before such meetings may
be held at such time, date and place as the Board shall determine by resolution.
SECTION 2.02. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose
may only be called in accordance with the provisions of the Certificate of Incorporation.
SECTION 2.03. Place of Meetings. All meetings of the stockholders shall be held at such places, within or
without the State of Delaware, as may be designated by the Board.
SECTION 2.04. Notice of Meetings. Except as otherwise required by law, notice of each meeting of the
stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten
or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage
prepaid envelope, directed to him at his post office address furnished by him to the Secretary of the Corp