GD CONFERENCE CENTER, INC.
SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained
at the office of Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, State of
Delaware 19808, County of New Castle and said corporation shall be the registered agent of this corporation in
charge thereof unless and until a successor registered agent is appointed by the Board of Directors.
SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or
the business of the corporation may require.
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of
Directors and for such other business as may be stated in the notice of the meeting, shall be held on such date
as the Board of Directors, by resolution, may designate, at such place, either within or without the State of
Delaware, as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and
they may transact such other corporate business as shall be stated in the notice of the meeting or as may
properly come before the meeting in accordance with these By-laws.
SECTION 2. VOTING. Each stockholder entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote
in person or by proxy, for each share of stock held by such stockholder which has voting power upon the matter
in question, but no proxy shall be voted after three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and only as lo