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 six
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(6) 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.