CENTRAL FEDERAL CORPORATION
AMENDED AND RESTATED BYLAWS
ARTICLE I — STOCKHOLDERS
Section 1 . Annual Meeting . An annual meeting of the stockholders, for the election of Directors to succeed
those whose terms expire and for the transaction of such other business as may properly come before the
meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last
annual meeting of stockholders.
Section 2 . Special Meetings . Subject to the rights of the holders of any class or series of preferred stock of
the Corporation, special meetings of stockholders of the Corporation may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of Directors which the Corporation
would have if there were no vacancies on the Board of Directors (hereinafter the “ Whole Board ”).
Section 3 . Notice of Meetings .
(a) Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than
ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation).
(b) When a meeting is adjourned to another place, date or time, written notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however , that if the date of any adjourned meeting is more than thirty (30) days after the date
for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written
notice of the place, date, and time of the adjourned meetin