1. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof is Corporation Trust Company.
The Corporation may also have offices outside the State of Delaware at such places as the Board of Directors
may, from time to time, appoint or the business of the Corporation may require.
2. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed, reproduced or otherwise.
3. All the meetings of the stockholders shall be held at the office of the Corporation in the City of Wilmington,
County of New Castle and State of Delaware, or at such other places as the Board of Directors may determine.
4. The annual meeting of the stockholders shall be held on the third Wednesday of July of each year, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M. (Daylight Savings Time, if in
effect), or at such other date and time as the Board of Directors may determine. At the annual meeting of
stockholders, the stockholders shall elect by a plurality vote, by ballot, a Board of Directors and may transact
any and all other business which may be brought before the meeting.
5. The holders of forty percent (40%) of the issued and outstanding stock of the Corporation entitled to vote,
present in person or represented by proxy, shall constitute a quorum, except as otherwise required by the laws of
Delaware, by the Certificate of Incorporation or by these Bylaws. In the event of lack of a quorum, the chairman
of the meeting or a majority in interest of the stockholders present in person or represented by proxy may
adjourn the meeting from time to time without notice other than an announcement at the meeting until a quorum
shall be obt