GNC 2010 Annual Report Download - page 188

Section 5 Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting in accordance with the requirements of Section 4 hereof shall be given to each stockholder of record entitled to
notice of and to vote at the meeting.
Section 6 Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the
Corporation's capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time,
in the manner provided in Section 5 hereof, until a quorum shall be present or represented.
Section 7 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any
meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of
votes of the Corporation's capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the
Certificate of Incorporation, and subject to Section 11(a) of this Article II, each stockholder represented at a meeting of the stockholders shall be
entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in
person or by proxy as provided in Section 8 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding
at a meeting of the stockholders, in such officer's discretion, may require that any votes cast at such meeting shall be cast by written ballot.
Section 8 Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon
after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant
such authority:
(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be
accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such
person's signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the
transmission of a facsimile to the person 2