GNC 2010 Annual Report Download - page 197

duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer's
possession or under the Assistant Treasurer's control belonging to the Corporation.
ARTICLE V
STOCK
Section 1 Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation (i) by the Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by
such stockholder in the Corporation.
Section 2 Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.
Section 3 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner's legal representative,
to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate
or the issuance of such new certificate.
Section 4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws.
Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by such person's attorney
lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary
transfer taxes; provided, however, that such surrender and endorsement or payment of taxes shall not be required in any case in which the
officers of the Corporation shall determine to waive such requirement. Every certificate exchanged, returned or surrendered to the Corporation
shall be marked "Cancelled," with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent
thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
Section 5 Dividend Record Date. Except as otherwise set forth in the Certificate of Incorporation, in order that the Corporation may
determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders
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