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BYLAWS <br />OF <br />DAVID PETROCCO FARMS, INC. <br />SECTION I <br />Offices and Agents <br />1.1 Principal Office. The initial principal office of <br />David Petrocco Farms, Inc. (hereinafter Corporation) shall be <br />14110 Brighton Road, Brighton; Colorado 80501. The Corporation <br />may have such other offices as the business of the Corporation may <br />require. The Corporation may relocate its principal office, <br />either within or without the State of Colorado, as the Board of <br />Directors (hereinafter Board) may designate from time to time. <br />The Corporation may have offices and places of business at such <br />other places within or without the state of Colorado as shall be <br />determined by the Board. <br />1.2 Registered Office. The registered office of the <br />Corporation must be maintained in the state of incorporation and <br />it may be, but need not be, identical with the principal office. <br />The address of the initial registered office and the initial <br />registered agent is set forth in the Articles of Incorporation <br />(hereinafter Articles) ; however, the address of the registered <br />office and the registered agent may be changed from time to time <br />by the Board. <br />SECTION II <br />Shareholders Meetings <br />2.1 Annual Meetings. The annual meeting of the share- <br />holders of the Corporation shall be held within or without the <br />State of Colorado at such time and date as the Board may deter- <br />mine, provided such meeting is held within ninety (90) days <br />following the end of the Corporation's fiscal year. The annual <br />meeting of the shareholders shall be held for the purpose of <br />electing directors and transacting such other corporate business <br />as may come before the meeting. If the election of directors is <br />not held on the day designated herein for any annual meeting,-or <br />any adjournment thereof, the Board shall call a special meeting as <br />soon thereafter as convenient for such election. <br />2.2 Special Meetings. Special meetings of the share- <br />holders of the Corporation may be called at any time by the Board <br />or the President, and shall be called by the President at the <br />request of the holders of not less than one -tenth (1/10) of the <br />issued and outstanding stock of the Corporation entitled to vote <br />at such meeting. The notice or call of a special meeting shall <br />state the purpose or purposes for which the meeting is called. <br />