(as amended February 4, 2004)
1.1 REGISTERED OFFICE
The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of
New Castle, State of Delaware. The name of the registered agent of the corporation at such location is The
Prentice-Hall Corporation System, Inc.
1.2 OTHER OFFICES
The board of directors may at any time establish other offices at any place or places where the corporation is
qualified to do business.
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS
Meetings of stockholders shall be held at the principal executive offices of the corporation, or at any other place,
within or outside the State of Delaware, designated by the board of directors. The board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation
Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held
at the corporation's principal
2.2 ANNUAL MEETING
An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of the board of directors from time
to time. Any other proper business may be transacted at the annual meeting.
2.3 SPECIAL MEETINGS
A special meeting of the stockholders may be called at any time by the board of directors, chairperson of the
board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings
may not be called by any other person or persons.
No business may be transacted at such special meeting other than the business specified in such notice to
No business may be transacted at such special meeting othe