GERBER SCIENTIFIC, INC.
AMENDED AND RESTATED BY-LAWS
MEETINGS OF SHAREHOLDERS
Place of Meetings . Shareholders' meetings shall be held at the principal office or place of
business of Gerber Scientific, Inc. (the “Corporation”) in the State of Connecticut, or at such other place either
within or outside of Connecticut as shall be designated in the notice of the meeting.
Annual Meeting . The Annual Meeting of Shareholders of the Corporation shall be held on
a day each year which the Board of Directors shall designate, at which meeting Shareholders shall elect Directors
by ballot and shall transact such other business as may properly come before the meeting.
Special Meetings . Special Meetings of Shareholders may be called at any time by the
Board of Directors or the President and shall be called by the President upon written request of Shareholders to
the extent required by law. At such meetings, Shareholders may transact such business as may properly come
before the meeting.
Notice of Meetings . Notice of the time and place of each meeting of Shareholders, and
the purpose thereof, shall be mailed, postage prepaid, not less than ten (10) days nor more than sixty (60) days,
before such meeting to each Shareholder of record at such Shareholder’s address, as the same shall appear on
the books of the Corporation. Notice of any Shareholders’ meeting may be waived by any person entitled to
such notice in a writing filed with the Secretary of the Corporation, either before or after the meeting.
Conduct of Meetings . The Chairman of the Board of Directors shall determine the order
of business at all meetings of Shareholders and shall have the authority to establish rules for conduct of the
Quorum . A majority of the votes entitled to be cast as a separate voting group on a
matter, present in person or by proxy, at any meeti