Last Amended March 22, 1994

AMENDED AND RESTATED BY-LAWS

OF

ASECO CORPORATION


ARTICLE I.

Certificate of Incorporation

     These by-laws, the powers of the corporation and of its directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the corporation shall be subject to such provisions in regard
thereto as are set forth in the certificate of incorporation filed pursuant to
the General Corporation Law of Delaware which is hereby made a part of these
by-laws.

     The term "certificate of incorporation" in these by-laws, unless the
context requires otherwise, includes not only the original certificate of
incorporation filed to create the corporation but also all other certificates,
agreements of merger or consolidation, plans of reorganization, or other
instruments, howsoever designated, filed pursuant to the General Corporation
Law of Delaware which have the effect of amending or supplementing in some
respect the corporation's original certificate of incorporation.


     ARTICLE II.

     Annual Meeting

     The annual meeting of stockholders shall be held within six months of the
end of the previous fiscal year of the corporation (as established in Article
XXIV of these by-laws) within or without the State of Delaware, on such date,
and at such time as shall be fixed by the board of directors and specified in
the notice of the meeting.  Purposes for which an annual meeting is to be held,
in addition to those prescribed by law, by the certificate of incorporation or
by these by-laws, may be specified by the directors or the president and shall
be included in the notice of the meeting.  If the board of directors determines
that, in the interest of an informed stockholder vote on any matter, it is
appropriate to adjourn the annual meeting of stockholders to a later date in
order to make available information materially relevant to consideration of
such matter, the president or other officer presiding at such meeting may defer
any action on such matter and, without a stockholder vote on the matter of
adjournment, adjourn the meeting for the purpose of considering and acting on
such matter at a session to be convened at a later date.  When the annual
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.  If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.


     ARTICLE III.

     Special Meetings of Stockholders

     Special meetings of the stockholders may be held either within or without
the State of Delaware, at such time and place and for such purposes as shall be
specified in a call for such meeting made by the board of directors, the chief
executive officer or the president of the corporation or by the secretary
within l0 days after receipt of the written request of a majority of the
directors.


     ARTICLE IV.

     Notice of Stockholders' Meetings

     Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, which notice shall be
given not less than ten nor more than sixty days before the date of the
meeting, except where longer notice is required by law, to each stockholder
entitled to vote at such meeting, by leaving such notice with him or by mailing
it, postage prepaid, directed to him at his address as it appears upon the
records of the corporation.  In case of the death, absence, incapacity or
refusal of the secretary, such notice may be given by a person designated
either by the secretary or by the person or persons calling the meeting or by
the board of directors.  When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     An affidavit of the secretary or an assistant secretary or of the transfer
agent of the corporation that the notice has been given shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.


     ARTICLE V.

     Quorum of Stockholders; Stockholder List

     At any meeting of the stockholders, holders present or represented by
proxy at the commencement of such meeting of a majority in interest of all
shares issued and outstanding and entitled to vote at the meeting shall
constitute a quorum, but holders of a lesser interest may adjourn any meeting
from time to time, and the meeting may be held as adjourned without further
notice.  Shares represented at a meeting as to which the holder has no voting
power with respect to one or more matters (such as in the case of a broker non-
vote) will be deemed present for purposes of establishing a quorum for the
meeting.  When a quorum is present at any meeting a majority of the stock
present or represented and voting for or against a matter shall, except where a
larger vote is required by law, by the certificate of incorporation or by these
by-laws, decide any question (other than an election of directors) brought
before such meeting.

     The secretary or other officer having charge of the stock ledger shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten days prior to the
meeting, either at a place within the city or town where the meeting is to be
held, which place shall have been specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held.  Said list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.  The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list of stockholders required by this Article
or the books of the corporation, or the stockholders entitled to vote in person
or by proxy at any meeting of stockholders.

     ARTICLE VI.

     Proxies and Voting

     Except as otherwise provided in the certificate of incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
for each share of the capital stock held by such stockholder.  Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or persons to act for him by proxy but (except as otherwise expressly permitted
by law) no proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period or the proxy (a) states that it
is irrevocable and (b) is coupled with an interest sufficient in law to support
an irrevocable power.

     Prior to, but not after, the consummation of an offer and sale of Common
Stock of the corporation to the public pursuant to a registration statement
filed by the corporation on Form S-1 under the Securities Act of 1933, as
amended, unless otherwise provided in the certificate of incorporation, any
action required by law to, or which may, be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote therein were present
and voted.  Prompt notice of the taking of such action without a meeting by
less than unanimous written consent shall be given to those stockholders, who
have not consented in writing.

     ARTICLE VII.

     Stockholders' Record Date

     In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the  purpose of any other
lawful action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.

     If no record date is fixed:

     (1)  The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held.

     (2)  The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is expressed.

     (3)  The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply, to any adjournment of the meeting,
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.


     ARTICLE VIII.

     Board of Directors

     Except as otherwise provided by law or by the certificate of
incorporation, the business and affairs of the corporation shall be managed by
the board of directors.  Subject to the rights of holders of preferred stock,
nominations for the election of directors may be made by the board of directors
or a committee appointed by the board of directors or by any stockholder
entitled to vote in the election of directors generally.  However, any
stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the secretary of the corporation not later than 80
days prior to the date of any annual or special meeting.  In the event that the
date of such annual or special meeting was not publicly announced by the
corporation by mail, press release or otherwise more than 90 days prior to the
meeting, notice by the stockholder to be timely must be delivered to the
secretary of the corporation not later than the close of business on the tenth
day following the day on which such announcement of the date of the meeting was
communicated to the stockholders.

     Each such notice shall set forth:  (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record
of stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder, (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the board of directors; and (e) the consent of each nominee
to serve as a director of the corporation is so elected.

     The classification of the board of directors, the term of each class of
directors and the manner of election and removal of directors shall be as set
forth in the certificate of incorporation.  Each director shall hold office
until his successor is elected and qualified or until his earlier resignation
or removal.  Any director may resign at any time upon written notice to the
corporation.  No director need be a stockholder.


     ARTICLE IX.

     Committees

     The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation.  The board may designate one or
more directors as alternate members of any committee who may replace any absent
or disqualified member at any meeting of the committee and may define the
number and qualifications which shall constitute a quorum of such committee.
Except as otherwise limited by law, any such committee, to the extent provided
in the resolution appointing such committee, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it.  In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.


     ARTICLE X.

     Meetings of the Board of Directors and of Committees

     Regular meetings of the board of directors may be held without call or
formal notice at such places either within or without the State of Delaware and
at such times as the board may by vote from time to time determine.

     Special meetings of the board of directors may be held at any place either
within or without the State of Delaware at any time when called by the
president, treasurer, secretary or two or more directors, reasonable notice of
the time and place thereof being given to each director.  A waiver of such
notice in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
such notice.  In any case it shall be deemed sufficient notice to a director to
send notice by mail at least forty-eight hours, or to deliver personally or to
send notice by telegram at least twenty-four hours, before the meeting,
addressed to him at his usual or last known business or residence address.

     Unless otherwise restricted by the certificate of incorporation or by
other provisions of these by-laws, (a) any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof may
be taken without a meeting if all members of the board or of such committee, as
the case may be, consent thereto in writing and such writing or writings are
filed with the minutes of proceedings of the board or committee, and (b)
members of the board of directors or of any committee designated by the board
may participate in a meeting thereof by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

     ARTICLE XI.

     Quorum of the Board of Directors

     Except as otherwise expressly provided in the certificate of incorporation
or in these by-laws, a majority of the total number of directors at the time in
office shall constitute a quorum for the transaction of business, but a smaller
number of directors may adjourn any meeting from time to time.  Except as
otherwise so expressly provided, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, provided, that the affirmative vote in good faith of a
majority of the disinterested directors, even though the disinterested
directors shall be fewer than a quorum, shall be sufficient to authorize a
contract or transaction in which one or more directors have interest if the
material facts as to such interest and the relation of the interested directors
to the contract or transaction have been disclosed or are known to the
directors.


     ARTICLE XII.

     Waiver of Notice of Meetings

     Whenever notice is required to be given under any provision of law or the
certificate of incorporation or these by-laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
regular members of a committee of directors need be specified in any written
waiver of notice unless so required by the certificate of incorporation or the
by-laws.


     ARTICLE XIII.

     Officers and Agents

     The corporation shall have a president, secretary and treasurer, who shall
be chosen by the directors, each of whom shall hold his office until his
successor has been chosen and qualified or until his earlier resignation or
removal.  The corporation may have such other officers and agents as are
desired, each of whom shall be chosen by the board of directors and shall hold
his office for such term and have such authority and duties as shall be
determined by the board of directors.  The board of directors may secure the
fidelity of any or all of such officers or agents by bond or otherwise.  Any
number of offices may be held by the same person.  Each officer shall, subject
to these by-laws, have in addition to the duties and powers herein set forth,
such duties and powers as the board of directors shall from time to time
designate.  In all cases where the duties of any officer, agent or employee are
not specifically prescribed by the by-laws, or by the board of directors, such
officer, agent or employee shall obey the orders and instructions of the
president.  Any officer may resign at any time upon written notice to the
corporation.

     ARTICLE XIV.

     President

     The president shall, subject to the direction and under the supervision of
the board of directors, be the chief executive officer of the corporation and
shall have general and active control of its affairs and business and general
supervision over its officers, agents and employees.  Except as otherwise voted
by the board, he shall preside at all meetings of the stockholders and of the
board of directors at which he is present.  The president shall have custody of
the treasurer's bond, if any.


     ARTICLE XV.

     Secretary

     The secretary shall record all the proceedings of the meetings of the
stockholders and directors in a book, which shall be the property of the
corporation, to be kept for that purpose; and perform such other duties as
shall be assigned to him by the board of directors.  In the absence of the
secretary from any such meeting, a temporary secretary shall be chosen, who
shall record the proceedings of such meeting in the aforesaid book.


     ARTICLE XVI.

     Treasurer

     The treasurer shall, subject to the direction and under the supervision of
the board of directors, have the care and custody of the funds and valuable
papers of the corporation, except his own bond, and he shall, except as the
board of directors shall generally or in particular cases authorize the
endorsement thereof in some other manner, have power to endorse for deposit or
collection all notes, checks, drafts and other obligations for the payment of
money to the corporation or its order.  He shall keep, or cause to be kept,
accurate books of account, which shall be the property of the corporation.


     ARTICLE XVII.

     Removals

     The board of directors may, at any meeting called for the purpose, by vote
of a majority of their entire number remove from office any officer or agent of
the corporation or any member of any committee appointed by the board of
directors or by any committee appointed by the board of directors or by any
officer or agent of the corporation.


     ARTICLE XVIII.

     Vacancies

     Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise and newly created directorships resulting
from any increase in the authorized number of directors, may be filled by a
majority of the directors then in office (though less than a quorum) or by a
sole remaining director and each of the incumbents so chosen shall hold office
for the unexpired term in respect of which the vacancy occurred and until his
successor shall have been duly elected and qualified or for such shorter period
as shall be specified in the filling of such vacancy or, if such vacancy shall
have occurred in the office of director, until such a successor shall have been
chosen by the stockholders.


     ARTICLE XIX.

     Certificate of Stock

     Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of the corporation by the chairman or
vice-chairman of the board of directors (if one shall be incumbent) or the
president or a vice-president and by the treasurer or an assistant treasurer,
or the secretary or an assistant secretary, certifying the number of shares
owned by him in the corporation.  If such certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signatures on
the certificate may be facsimiles.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
issue.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificates which the corporation shall issue to represent
such class or series of stock or there shall be set forth on the face or back
of the certificates which the corporation shall issue to represent such class
or series of stock, a statement that the corporation will furnish, without
charge to each stockholder who so requests, the designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.  Any restriction imposed upon the transfer of shares
or registration of transfer of shares shall be noted conspicuously on the
certificate representing the shares subject to such restriction.


     ARTICLE XX.

     Restrictions on Transfer

     The following restrictions are imposed upon the transfer of shares of the
capital stock of the corporation:

     The corporation shall have the right to purchase, or to direct the
transfer of, the shares of its capital stock in the events and subject to the
conditions and at a price fixed as provided below; each holder of shares of
such capital stock holds his shares subject to this right and by accepting the
same upon original issue or subsequent transfer thereof, the stockholder agrees
for himself, his legal representatives and assigns as follows:

     In the event of any change in the ownership of any share or shares of such
capital stock (made or proposed) or in the right to vote thereon (whether by
the holder's act or by death, legal disability, operation of law, legal
processes, order of court, or otherwise, except by ordinary proxies or powers
of attorney) the corporation has the right to purchase such share or all or any
part of such shares or to require the same to be sold to a purchaser or
purchasers designated by the corporation or to follow each such method in part
at a price per share equal to the fair value thereof at the close of business
on the last business day next preceding such event as determined by mutual
agreement or, failing such agreement, by arbitration as provided below.

     In any such event the owner of the share or shares concerned therein
(being for the purposes of these provisions, all persons having any property
interest therein) shall give notice thereof in detail satisfactory to the
corporation.  Within ten days after receipt of said owner's notice, the
corporation shall elect whether or not to exercise its said rights in respect
of said shares and, if it elects to exercise them, shall give notice of its
election.

     Failing agreement between the owner and the corporation as to the price
per share to be paid, such price shall be the fair value of such shares as
determined by three arbitrators, one designated within five days after the
termination of said ten-day period by the registered holder of said share or
shares or his legal representatives, one within said period of five days by the
corporation and the third within five days after said appointment last
occurring by the two so chosen.  Successor arbitrators, if any shall be
required, shall be appointed, within reasonable time, as nearly as may be in
the manner provided as to the related, original appointment.  No appointment
shall be deemed as having been accomplished unless such arbitrator shall have
accepted in writing his appointment as such within the time limited for his
appointment.  Notice of each appointment of an arbitrator shall be given
promptly to the other parties in interest.  Said arbitrators shall proceed
promptly to determine said fair value.  The determination of the fair value of
said share or shares by agreement of any two of the arbitrators shall be
conclusive upon all parties interested in such shares.  Forthwith upon such
determination the arbitrators shall mail or deliver notice of such
determination to the owner (as above defined) and to the corporation.

     Within ten days after agreement upon said price or mailing of notice of
determination of said price by arbitrators as provided below (whichever shall
last occur), the shares specified therein for purchase shall be transferred to
the corporation or to the purchaser or purchasers designated therein or in part
to each as indicated in such notice of election against payment of said price
at the principal office of the corporation.

     If in any of the said events, notice therefor having been given as
provided above, the corporation elects in respect of any such shares or any
part thereof not to exercise its said rights, or fails to exercise them or to
give notice or make payment all as provided above, or waives said rights by
vote or in authorized writing, then such contemplated transfer or such change
may become effective as to those shares with respect to which the corporation
elects not to exercise its rights or fails to exercise them or to give notice
or to make payment, if consummated within thirty days after such election,
failure or waiver by the corporation, or within such longer period as the
corporation may authorize.

     If the owner's notice in respect of any of such shares of capital stock is
not received by the corporation as provided above, or if the owner fails to
comply with these provisions in respect of any such shares in any other regard,
the corporation, at its option and in addition to its other remedies, may
suspend the rights to vote or to receive dividends on said shares, or may
refuse to register on its books any transfer of said shares or otherwise to
recognize any transfer or change in the ownership thereof or in the right to
vote thereon, one or more, until these provisions are complied with to the
satisfaction of the corporation; and if the required owner's notice is not
received by the corporation after written demand by the corporation it may also
or independently proceed as though a proper owner's notice has been received at
the expiration of ten days after mailing such demand, and, if it exercises its
rights with respect to said shares or any of them, the shares specified shall
be transferred accordingly.

     In respect of these provisions with respect to the transfer of shares of
capital stock, the corporation may act by its board of directors.  Any notice
or demand under said provisions shall be deemed to have been sufficiently given
if in writing delivered by hand or addressed by mail postpaid, to the
corporation at its principal office or to the owner (as above defined) or to
the holder registered on the books of the corporation (or his legal
representative) of the share or shares in question at the address stated in his
notice or at his address appearing on the books of the corporation.

     Nothing herein contained shall prevent the pledging of shares, if there is
neither a transfer of the legal title thereto nor a transfer on the books of
the corporation into the name of the pledgee, but no pledgee or person claiming
thereunder shall be entitled to make or cause to be made any transfer of
pledged shares by sale thereof or otherwise (including in this prohibition
transfer on the books of the corporation into the name of the pledges) except
upon compliance herewith and any such pledge shall be subject to those
conditions and restrictions.

     The provisions contained in this Article XX (a) shall not apply to any
transfer to or in trust for the benefit of any stockholder of the corporation,
any partner of any stockholder of the corporation, or any member of the
immediate family of any such stockholder or partner, and (b) shall terminate
upon the occurrence of the initial public offering of the corporation's capital
stock (registered pursuant to the Securities Act of 1933 or successor statute,
or exempt from registration by reason of Regulation A, or successor regulation,
thereunder).


     ARTICLE XXI.

     Loss of Certificate

     The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the directors may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate in its place and upon such other terms or
without any such bond as the board of directors shall prescribe.

     ARTICLE XXII.

     Seal

     The corporate seal shall, subject to alteration by the board of directors,
consist of a flat-faced circular die with the word "Delaware" together with the
name of the corporation and the year of its organization cut or engraved
thereon.  The corporate seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.


     ARTICLE XXIII.

     Execution of Papers

     Except as otherwise provided in these by-laws or as the board of directors
may generally or in particular cases authorize the execution thereof in some
other manner, all deeds, leases, transfers, contracts, bonds, notes, checks,
drafts and other obligations made, accepted or endorsed by the corporation,
shall be signed by the president or by the treasurer.


     ARTICLE XXIV.

     Fiscal Year

     Except as from time to time otherwise provided by the board of directors,
the fiscal year of the corporation shall consist of 52 weeks ending on the last
Sunday of March or the first Sunday of April.


     ARTICLE XXV.

     Amendments

     Except as otherwise provided by law or by the certificate of
incorporation, these by-laws, as from time to time altered or amended, may be
made, altered or amended at any annual or special meeting of the stockholders
called for the purpose, of which the notice shall specify the subject matter of
the proposed alteration or amendment or new by-law or the article or articles
to be affected thereby.  If the certificate of incorporation so provides, these
by-laws may also be made, altered or amended by a majority of the whole number
of directors.  Such action may be taken at any meeting of the board of
directors, of which notice shall have been given as for a meeting of
stockholders.

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