2.2     ANNUAL  MEETING.  The  annual meeting of stockholders shall be held
  each  year  at  such  time  and  place,  within  or outside of the State of
Delaware,  as  shall  be  designated by the Board of Directors and stated in the
notice  of  the  meeting. At the annual meeting the stockholders shall elect the
Directors  of  the  Corporation  and  may  transact  any  other business that is
properly  brought  before  the  meeting.

2.3     ADVANCE  NOTICE  REQUIREMENT  FOR  STOCKHOLDER  PROPOSALS.