AS OF JANUARY 1, 2007
The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of
New Castle. The corporation may have such other offices, either within or without the State of Delaware, as the
business of the corporation may require from time to time.
Section 1. The dates and times of the annual meetings of stockholders shall be determined by or under the
authority of the board of directors as permitted by law for the purpose of electing directors and the transaction of
such other business as may properly come before the meeting. If the election of directors shall not be held on the
date designated for any such annual meeting or at any adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the stockholders as soon thereafter as the board of directors
determines to be reasonably practicable.
Section 2. Special meetings of the stockholders may be called at any time by the chair of the board of directors
or, if there shall be none then in office, the chief executive officer of the corporation or by the corporate secretary
upon a request in writing of a majority of the number of directors as determined from time to time by the board of
directors under Section 2(b) of Article III of these by-laws (the "whole board"). Any such request shall state the
purpose or purposes of the proposed meeting.
PLACE AND TIME OF MEETINGS
Section 3. Meetings of the stockholders for any purpose may be held at such time and place, within or without
the State of Delaware, as shall be determined by the board of directors. Notwithstanding the foregoing, the board
of directors may, in its sole discretion, determine that meetings of stockholders will not be held at any place, but
will instead be held by means of remote communication, subject to