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Section 3. SPECIAL MEETING. A special meeting of the Shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. If a special meeting of the Shareholders is called by any person or persons other than the Board of Directors,then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted at the special meeting, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the Shareholders entitled to vote at the special meeting of the Shareholders,in accordance with the provision of Sections 4 and 5 of this ARTICLE,that a meeting will be held on the day and at the time requested by the person or persons calling the next meeting,which date shall not be less than thirty-five(35)nor more than sixty(60) days after the receipt of the request. If within twenty(20).days after receipt of the request the notice has not been given by the officer receiving such request, then the person or persons requesting the special meeting of the Shareholders may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a special meeting of the Shareholders called by action of the Board of Directors may be held. Section 4. NOTICE OF MEETINGS OF THE SHAREHOLDERS. All notices of meetings of the Shareholders shall be sent or otherwise given in accordance with Section 5 of this ARTICLE not less than ten(10) nor more than sixty(60) days before the date of the meeting of the Shareholders and (i) in the case of a special meeting of the Shareholders, the general nature of the business to be transacted, or (ii) in the case of the Annual Meeting of the Shareholders, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the Shareholders. The notice of any meeting of the Shareholders at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election. Pursuant to the applicable section of the General Corporation Law stated below, if action is proposed to be taken at any meeting of the Shareholders and approved by the Shareholders or for approval of the Shareholders (Section 153 of the General Corporation Law) ("Approved By the Shareholders" or"Approval Of the Shareholders")or approved by or approval of the outstanding shares (Section 152 of the General Corporation Law) ("Approved By the Outstanding Shares" or "Approval Of he Outstanding Shares") of any of the following actions then the notice shall also state the general nature of the proposal: (i) a contract of transaction in which a director has a direct or indirect financial interest(pursuant to Section 310), (ii) an amendment of the articles of incorporation(pursuant to Section 902), (iii) a reorganization of the Corporation (pursuant to Section 1201) (iv) a voluntary dissolution of the Corporation(pursuant to Section 1900), or(v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares (pursuant to Section 2007). Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of the Shareholders shall be served personally or delivered by postage prepaid first class United States Mail or delivered by charges prepaid reputable overnight carrier that provides a receipt (such as Federal Express or Express Mail) or by telex or telefax or other electronic means of written communication addressed to the Shareholders at the addresses of the Shareholders appearing on the books of the Corporation or given by the Shareholder to the Corporation for the purpose of notice. If no such address appears on the books of the Corporation or is given,notice shall be deemed to have been given(i) if sent to that Shareholder by first-class mail or telegraphic or other electronic means of written communication to the -2-