EXHIBIT 3.1


       Article III, Section 2 of the Bylaws has been amended to read as follows:

       Section 2. Number and Term. The board of directors shall consist of
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       eight (8) members and shall be divided into three classes as nearly
       equal in number as possible. The members of each class shall be elected
       for a term of three years and until their successors are elected and
       qualified. One class shall be elected by ballot annually.