ADOPTED MAY 8, 1984
AMENDED THRU OCTOBER 29, 2008
All Meetings. All meetings of stockholders shall be held either at the principal office
of the corporation, or at such other place or places, within or without the State of New York, as may, from time
to time, be designated by the Board of Directors.
Annual Meeting. The annual meeting of the stockholders of the corporation shall be
held within the first five months of each calendar year, the exact date and time thereof to be fixed by resolution of
the Board of Directors at least 30 days prior to the date fixed for the meeting. The order of business at the annual
meeting of stockholders shall be as follows:
Call to order;
Roll call to determine quorum;
Proof of proper notice of the meeting;
Reading and correction and approval of minutes of the preceding meeting;
Election of new directors;
New or other business.
Special Meetings. Except as otherwise provided by law, special meetings of the
stockholders of the corporation may be called for any purpose by the Chief Executive Officer, the President, a
majority of the Board of Directors, or whenever one or more stockholders who are entitled to vote and who hold
at least 30% of the issued and outstanding capital stock of the corporation shall make written application
therefore to the Chief Executive Officer, or the President, stating the purpose of the meeting to be called.
Notice of Stockholders' Meetings. Notice of all stockholders' meetings stating the
time and the place and the purposes for which such meetings are called, shall be given by the Chairman of the
Board and Chief Executive Officer, or President, or in his absence, by any other officer, by mail or electronic
transmission, not les