"3.01. General Powers and Number. All corporate powers shall be exercised
     by or under the authority of, and the business and affairs of the
     corporation shall be managed under the direction of its Board of Directors.
     The number of directors of the corporation shall be ten (10) divided into
     three (3) classes: Class I - four (4) directors; Class II - three (3)
     directors; Class III - three (3) directors."