FINANCIAL INSTITUTIONS, INC.
Section 1. Annual Meetings . The annual meeting of the shareholders for the election of directors and the
transaction of other business shall be held each year on such day and at such hour as shall be fixed by the Board
Section 2. Special Meetings . A special meeting of the shareholders may be called at any time by (a) the
holders of a majority of the outstanding shares who would be entitled to vote at the meeting, (b) the Board of
Directors or (c) the President, and such meeting shall be held on such day and at such hour as is fixed in the call
of the meeting.
Section 3. Place of Meetings . Meetings of shareholders shall be held at the principal office of the Corporation
or at such other place, within or without the State of New York, as may be fixed by the Board of Directors.
Section 4. Notice of Meetings . Notice of each meeting of shareholders shall be in writing or electronic form
and shall state the place, date, and hour of the meeting. Notice of a special meeting also shall state the purpose or
purposes for which the meeting is called and shall indicate who called the meeting. A copy of the notice of any
meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each
shareholder entitled to vote at the meeting. If mailed, such notice is given when deposited in the United States
mail, with postage thereon prepaid, directed to the shareholder at such address as appears on the record of
shareholders, or, if the shareholder shall have filed with the Secretary a written request that notices be mailed to
some other address, then directed to the shareholder at such other address. If transmitted electronically, such
notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the
Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorizat