Section 1. CERTIFICATE OF INCORPORATION AND BY-LAWS
1.1 These By-Laws are subject to the Certificate of Incorporation of the Corporation. In these By-Laws,
references to the Certificate of Incorporation and By-Laws mean the provisions of the Certificate of
Incorporation and the By-Laws as are from time to time in effect.
Section 2. OFFICES
2.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of
2.2 Other Offices. The Corporation may also have offices at such other places both within and without the State
of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may
Section 3. STOCKHOLDERS
3.1 Location of Meetings. All meetings of the stockholders shall be held at such place either within or without the
State of Delaware as shall be designated from time to time by the Board of Directors. Any adjourned session of
any meeting shall be held at the place designated in the vote of adjournment.
3.2 Annual Meeting. The annual meeting of stockholders shall be held for the election of directors on the second
Tuesday in June in each year, unless that day be a legal holiday at the place where the meeting is to be held, in
which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such
other date and time as shall be designated from time to time by the Board of Directors. Any other business as
may be required or permitted by law or these By-Laws may properly come before the annual meeting.
3.3 Special Meeting in Place of Annual Meeting. If the election for directors shall not be held on the day
designated by these By-Laws, the directors shall cause the election to be held as soon thereafter as convenient,
and to that end, if the annual meeting is omitted on the day herein provided therefor or if the election of directors
shall not be held thereat, a special meeting of the stockholders may be held i