BY-LAWS OF CLARCOR INC.
Section 1.1. REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be
in the City of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The
Corporation Trust Company.
Section 1.2. 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 require.
MEETINGS OF SHAREHOLDERS
Section 2.1. ANNUAL MEETING. The annual meeting of the shareholders shall be held in March each year on
such day during that month as shall be determined by the Board of Directors, which day and the time of such
meeting shall be stated in the Notice of such meeting. The purpose of the annual meeting shall be to elect
directors and to transact such other business as may come before the meeting. If the election of directors shall not
be held on the day designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall
cause such election to be held at a special meeting of the shareholders as soon thereafter as convenient.
Section 2.2. SPECIAL MEETINGS. Any action required or permitted to be taken by the shareholders of the
corporation must be effected at a duly called annual or special meeting of shareholders of the corporation and
may not be effected by any consent in writing by such shareholders. Special meetings of shareholders of the
corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors, upon not less than 10 nor more than 50 days' written notice. Notwithstanding anything
contained in these By-Laws to the contrary, the affirmative vote of the holders of at least 75% of the shares of the
corporation entitled to vote for the election of directors shall be required to amend or repeal, or to adopt any