amended as of January 1, 2009
1. Place of Meeting . All meetings of the shareholders shall be held at the office of the
Corporation in the City and County of San Francisco, State of California, or at such other place, within or
without the State of California, as may be designated by the Board of Directors.
2. Annual Meetings . The annual meeting of shareholders shall be held each year on a date and
at a time designated by the Board of Directors.
Written notice of the annual meeting shall be given not less than ten (or, if sent by third-class mail, thirty)
nor more than sixty days prior to the date of the meeting to each shareholder entitled to vote thereat. The notice
shall state the place, day, and hour of such meeting, and those matters which the Board, at the time of mailing,
intends to present for action by the shareholders.
Notice of any meeting of the shareholders shall be given by mail or telegraphic or other written
communication, postage prepaid, to each holder of record of the stock entitled to vote thereat, at his address, as
it appears on the books of the Corporation.
At an annual meeting of shareholders, only such business shall be conducted as shall have been properly
brought before the annual meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of the annual meeting (or any supplement thereto) given by or at the direction of the Board,
or (ii) otherwise properly brought before the annual meeting by a shareholder. For business to be properly
brought before an annual meeting by a shareholder, including the nomination of any person (other than a person
nominated by or at the direction of the Board) for election to the Board, the shareholder must have given timely
and proper written notice to the Corporate Secretary of the Corporation. To be timely, the shareholder’s written
notice must be received at the pr