GNC 2010 Annual Report Download - page 187

Exhibit 3.4
SECOND AMENDED AND RESTATED BYLAWS
OF
GENERAL NUTRITION CENTERS, INC.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1 Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.
Section 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.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1 Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors.
Section 2 Annual Meetings. The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time
as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of
Stockholders.
Section 3 Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or purposes, may be called
by either (i) the Chairman, if there be one, or (ii) the Chief Executive Officer, and shall be called by any such officer at the request in writing of
(i) the Board of Directors, (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers
and authority include the power to call such meetings or (iii) stockholders owning a majority of the capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of
Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).
Section 4 Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be
given which shall state the place, date and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the
meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.