The office of the Corporation shall be located in the Town of Leicester, County of Livingston, and State of New York. The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.

Section 1.         Annual Meetings

         The annual meeting of the shareholders of the Corporation shall be held between the fifteenth day of July and the fifteenth day of August of each year at a time and place to be established by the directors for the purpose of electing directors and transacting such other business as may properly come before the meeting. A shareholder who has owned at least $2,000.00 in market value of the Corporation's securities for at least one year before submitting a proposal and whose ownership continues through the date of the meeting, may submit a proposal to be presented at an annual meeting provided that such proposal is received at the Corporation's principal executive offices not less than 120 calendar days in advance of the date of the Corporation's proxy statement released to security holders in connection with the previous year's annual meeting of security holders.

Section 2.         Special Meetings

         Special meetings of the shareholders may be called at any time by the President, and shall be called by the President or the Secretary at the written request of a majority of the Board of Directors, or as otherwise required under the provisions of the Business Corporation Law.

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Section 3.         Place of Meetings

         All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places within or without the State of New York as the Board of Directors may select, or as shall be designated in the notices or waivers of notice of such meetings.

Section 4.         Notice of Meetings

         (a)         Except as otherwise provided by statute, written notice of each meeting of shareholders, whether annual or special, shall state the purpose for which the meeting is called, and the time when and place where it is to be held, and that it is being issued by or at the direction of the person or persons calling the meeting. It shall be served either personally or by first class mail, not less than ten or more than sixty days before the meeting upon each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be directed to each such shareholder at his address as it appears on the records of shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

         (b)         Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting in person or by proxy, or to any shareholder, who, in person or by attorney thereunto authorized, waives notice of any meeting in writing either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.