GNC 2010 Annual Report Download - page 198

entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, 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, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 6 Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books
as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
Section 7 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and
registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.
ARTICLE VI
NOTICES
Section 1 Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder,
at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by facsimile,
telegram, telex, cable or other means of electronic transmission.
Section 2 Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, to be
given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or
represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the
directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of
Incorporation or these Bylaws.
ARTICLE VII
GENERAL PROVISIONS
Section 1 Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the General Corporation Law of
the State of Delaware (the "DGCL") and 12