Exhibit 3.1


1.7. Voting; Proxies.

Each stockholder shall be entitled to vote in accordance with the number of
shares and voting powers of the voting shares held of record by him. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, but such proxy, whether revocable or
irrevocable, shall comply with the requirements of Delaware law. Voting at
meetings of stockholders, on other than the election of directors, need not be
by written ballot unless the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person or by proxy at
such meeting shall so determine. All elections and questions shall, unless
otherwise provided by law or by the certificate of incorporation or section 2.2
or any other provision of these bylaws, be decided by the vote of the holders of
a majority of the voting power of the shares of stock entitled to vote thereon
present in person or by proxy at the meeting.