EXHIBIT 3(ii).1

         "SECTION II.3 NOTICE OF SPECIAL MEETINGS. The Secretary, or any officer
or director of the corporation, shall give each director notice of the time and
place of holding of special meetings of the Board of Directors at least
twenty-four hours before the meeting, whether by mail, e-mail, facsimile,
telephone, telegram, cable, radiogram, or personal service. Unless otherwise
stated in the notice thereof, any and all business may be transacted at any
meeting without specification of such business in the Notice."

         "SECTION VI.3 NOTICES AND WAIVERS THEREOF. (a) Whenever any notice
whatever is required by law, the Certificate of Incorporation, or these Bylaws
to be given to any stockholder, director, or officer, such notice, except as
otherwise provided by law, may be given personally, or by mail, or, in the case
of directors or officers, by e-mail, facsimile, telephone, telegram, cable, or
radiogram, addressed to such address as appears on the books of the corporation.
Any notice given by e-mail, facsimile or telephone shall be deemed delivered
when such notice is received; any telegram, cable, or radiogram shall be deemed
to have been given when it shall have been delivered for transmission, and any
notice given by mail shall be deemed to have been given when it shall have been
deposited in the United States mail with postage thereon prepaid."

         "SECTION III.1    EXECUTIVE OFFICERS. The executive officers of
the corporation shall be a President, one or more Vice Presidents, a Treasurer,
and a Secretary, each of whom shall be elected by the Board of Directors. The
Board of Directors may elect or appoint such other officers (including one or
more Chairman of the Board, a Controller and one or more Assistant Treasurers
and Assistant Secretaries) as it may deem necessary or desirable. Each officer
shall hold office for such term as may be prescribed by the Board of Directors
from time to time. Any person may hold at one time two or more offices."

         "SECTION III.2 POWERS AND DUTIES. The Chairman of the Board or the
Co-Chairmen of the Board shall preside at all meetings of the stockholders and
of the Board of Directors. In the absence of the Chairman of the Board or the
Co-Chairmen of the Board, or if the Company does not have a Chairman Co-Chairmen
of the Board, then the President shall preside at all meetings of the
stockholders and of the Board of Directors. If there shall be Co-Chairmen, each
shall be entitled, severally, to exercise the full powers of the Office of the
Chairman of the Board, which shall be equivalent to the power of the President
and Chief Executive Officer of the corporation, except where by law the
signature of the President is required. The President shall be the chief
executive officer of the corporation. In the absence of the President, a Vice
President appointed by the President or, if the President fails to make such
appointment, by the Board, shall perform all the duties of the President. The
officers and agents of the corporation shall each have such powers and authority
and shall perform such duties in the management of



the business, property, and affairs of the corporation as generally pertain to
their respective offices, as well as such powers and authorities and such duties
as from time to time may be prescribed by the Board of Directors."

         "SECTION VI.5 ANTI-TAKEOVER AMENDMENTS. (a) The holders of shares
entitled at the time to vote for the election of directors shall have power to
adopt, amend, or repeal the Bylaws of the corporation by vote of not less than a
majority of such shares. In addition, except as otherwise provided by law or in
the Certificate of Incorporation or Bylaws, the Board of Directors shall have
power equal in all respects to that of the stockholders to adopt, amend, or
repeal the Bylaws by vote of not less than a majority of the entire Board, or in
the event that an Executive Committee or an Executive Committee subcommittee has
been given full power and authority to act on behalf of the Board, then such
Executive Committee or Executive Committee subcommittee shall have power equal
in all respects to that of the stockholders and the Board to adopt, amend, or
repeal the Bylaws by vote of not less than a majority of the members of such
Executive Committee or Executive Committee subcommittee, as the case may be.
However, any Bylaw adopted by the Board, or by such Executive Committee or
Executive Committee subcommittee, may be amended or repealed by vote of the
holders of a majority of the shares entitled at the time to vote for the
election of directors."