1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
2. The Corporation may also have offices at such other places both within and without the State of Delaware
as the Board of Directors may from time to time determine or the business of the Corporation may require.
MEETINGS OF STOCKHOLDERS
1. All meetings of the stockholders for the election of directors shall be held in New York, New York or at
such other place either within or without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may
be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
2. Annual meetings of stockholders shall be held on the first Thursday of May of each year or at such other
date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the
meeting, at which they shall elect by a majority vote by written ballot a Board of Directors, and transact such
other business as may properly be brought before the meeting.
3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date
of the meeting.
4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the examination of any stockh