GNC 2010 Annual Report Download - page 190

the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be
produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 11 Record Date.
(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking
such prior action.
Section 12 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders. 4