GNC 2010 Annual Report Download - page 191

Section 13 Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the
conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as
adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls
shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly
authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.
ARTICLE III
DIRECTORS
Section 1 Number and Election of Directors. The Board of Directors shall consist of not less than one member, the exact number of which
shall initially be eleven and thereafter shall be fixed from time to time by the Board of Directors. Except as provided in Section 2 of this
Article III, directors shall be elected by a majority of the votes cast at each Annual Meeting of Stockholders and each director so elected shall
hold office until the next Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's
earlier death, resignation or removal. Directors need not be stockholders.
Section 2 Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation,
removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors
are duly elected and qualified, or until their earlier death, resignation or removal.
Section 3 Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Section 4 Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined
by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the Chief Executive
Officer, the President, or by any director. Notice thereof stating the place, date and hour of the meeting shall be given to each director
5