The authorized number of directors shall be not less than nine (9) nor more than
seventeen (17) until changed by an amendment to the Bylaw adopted by the vote or
written consent of holders of a majority of the  outstanding  shares entitled to
vote. The exact number of directors  shall be eleven (11) until changed,  within
the limits  specified above, by a bylaw amending this Section 2, duly adopted by
the Board of Directors or by the shareholders.