EXHIBIT 3(a)



                                      Article III

                                       DIRECTORS
                                       




Section 3.  Organizational Meeting
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            The  Directors  shall,  if a  quorum  is  present,  hold  an 
organizational meeting for the purpose of (a) electing  from among  themselves a
Chairman of the Board, (b)  electing   officers  and  (c)  the   transaction  of
any  other   business.   Such organizational   meeting  shall  be  held 
immediately   after  the  annual  meeting  of shareholders, or as soon 
thereafter as practicable.