First Meetings of Stockholders and Directors; Adoption of By-Laws

(a)After the capital and surplus have been fully paid, a meeting of the stockholders shall be called by the incorporators on 10 day’s notice to elect directors and adopt by-laws, and direct the call, on 5 day’s notice, of the first meeting of directors for the election of officers.

(b)By-laws shall be adopted and may be amended by a vote of the holders of a majority of the outstanding voting shares voted at a meeting of the stockholders, but the by-laws may provide for amendment by the board of directors of any provisions other than those relating to the duties, term of office, remuneration, reimbursement or indemnification of a director.