NSC EDMOND, INC.
Oklahoma Registered Office. The registered office of the corporation in
the State of Oklahoma may, but need not, be identical with the principal office
in the State of Oklahoma, and the address of the registered office may be
changed from time to time by the board of directors.
Other Offices. The principal office of the corporation in the State of
Illinois shall initially be located in the city of Chicago and County of Cook.
The corporation may also have offices at such other places both within and
without the State of Oklahoma as the board of directors may from time to time
determine or the business of the corporation may require.
MEETINGS OF SHAREHOLDERS
Times and Places of Meetings. Meetings of shareholders for any purpose
may be held at such time and place, within or without the State of Oklahoma, as
shall be stated in the notice of the meeting or in a duly executed waiver of
Annual Meetings. Annual meetings of shareholders, commencing with the
year 1998, shall be held on the second Tuesday of September if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:00 A.M., or at such other time as may be provided in a resolution by
the board of directors, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting. If the election of directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment thereof, the board of
directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as conveniently may be.
Special Meetings. Special meetings of shareholders may be called by the
chairman of the board of directors, by the president, by the board of
directors, by the holders of not less than one-tenth of all the outstanding
shares entitled to vote on the matter for which the meeting is called, or by
such other officers or persons as may be provided in the articles of
incorporation or these by-laws.
Notice of Meetings. Written notice stating the place, day and hour of
the meeting, and in the case of a special meeting, the general purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either personally or
by mail, by or at the direction of the president, or the secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at the
shareholders address as it appears on the records of the corporation, with
postage thereon prepaid.
Waiver of Notice. Whenever any notice whatsoever is required to be given
under the provisions of the Oklahoma General Corporation Act, the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the