Exhibit 3.2 (g):           Amended Sections of Registrant's By-laws
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Article II, Section 7. Notice of Stockholder Business and Nominations.

         (a) At an annual meeting of the stockholders, only such business,
including the nominations of persons for election to the Board of Directors,
shall be conducted as shall have been brought before the meeting (i) pursuant to
the corporation's notice of meeting, (ii) by or at the direction of the board of
directors or (iii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in this by-law, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this by-law; clause (iii) shall be the exclusive means
for a stockholder to make nominations or submit other business (other than
matters properly brought under Rule 14a-8 of the Securities Exchange Act of 1934
and included in the corporation's notice of meeting) before an annual meeting of
stockholders.

         (b) For director nominations or any other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
paragraph (a) of this by-law, the stockholder must have given timely notice
thereof in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than 90 days nor more
than 120 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the meeting is
changed by more than 30 days from such anniversary date, notice by the
stockholder to be timely must be received no later than the close of business on
the 10th day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure was made. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
including a statement of qualifications for nomination candidates and a
disclosure of any material relationships between the nominee and the
stockholder, (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, and the name and address of
the beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of shares of the corporation which are owned beneficially and
of record by such stockholder of record and by the beneficial owner, if any, on
whose behalf the proposal is made and (iv) any material interest of such
stockholder of record and the beneficial owner, if any, on whose behalf the
proposal is made in such business, including any derivatives, hedged positions,
and any other economic and voting interests.

         (c) Notwithstanding anything in these by-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this by-law. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these by-laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this
by-law, a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this by-law.