MARTIN MARIETTA MATERIALS, INC.
(Incorporated under the laws of North Carolina, November 12, 1993, and herein referred to as the
SECTION 1.01. ANNUAL MEETINGS. The Corporation shall hold an annual meeting of the shareholders for
the election of directors and the transaction of any business within the powers of the Corporation on such date
during the month of May in each year as shall be determined by the Board of Directors or at such time during the
year as the Board of Directors may prescribe. Subject to Section 1.12 of these Bylaws, any business of the
Corporation may be transacted at such annual meeting. Failure to hold an annual meeting at the designated time
shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts.
SECTION 1.02. SPECIAL MEETINGS. The power to call a special meeting of the shareholders of the
Corporation shall be governed by Article 9 of the Corporation's Restated Articles of Incorporation, as such
provision may be amended from time to time.
SECTION 1.03. PLACE OF MEETINGS. All meetings of shareholders shall be held at such place within the
United States as may be designated in the Notice of Meeting.
SECTION 1.04. NOTICE OF MEETINGS. Not less than ten (10) days nor more than sixty (60) days before
the date of every shareholders' meeting, the Secretary shall give to each shareholder entitled to vote at such
meeting and each other shareholder entitled to notice of the meeting, written or printed notice stating the time and
place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is
called, either by mail or by presenting it to him or her personally or by leaving it at his or her residence or usual
place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail
addressed to the shareholder at his or her post office address as it appears on the records of th