ARTICLE I - OFFICES
1.01 REGISTERED OFFICE.
The registered office shall be maintained at 30 Old Rudnick Lane, Dover,
Kent County, Delaware 19901 and CorpAmerica, Inc. is the registered agent.
1.02 OTHER OFFICES.
The Corporation may also have other offices, either within or without the
State of Delaware, at such place or places as the Board of Directors (the
"Board") may from time to time appoint or the business of the Corporation may
ARTICLE II - MEETINGS OF STOCKHOLDERS
2.01 ANNUAL MEETING.
The date of the annual meeting of the stockholders for the election of
directors and for the transaction of such other business as properly may come
before such meeting shall be determined by resolution of the Board to be a
specific day in each year, if not a legal holiday, and, if a legal holiday, on
the next succeeding business day, at the time and place and within or without
the State of Delaware as may be designed by the Board and set forth in the
notice of the meeting or a duly executed waiver of notice thereof, provided,
however, that in any year, in advance of the date specified for the annual
meeting, the Board may act to change the meeting date for that year.
2.02 SPECIAL MEETINGS.
Special meetings of the stockholders for any proper purpose or purposes
may be called at any time by the Board or an Executive Officer, to be held on
the date, at the time
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