Exhibit 3.12
                                     BY-LAWS

                                       OF

                        GILLETTE MACHINE & TOOL CO., INC.

                                    ARTICLE I

                                  SHAREHOLDERS

     SECTION . ANNUAL MEETING. The annual meeting of the shareholders of
Gillette Machine & Tool Co., Inc. (the "Corporation") shall be held either
within or without the State of New York, at such place and on such date and time
as the Board of Directors may designate from time to time in the call of the
meeting or in a waiver of notice thereof, on such date as the Board of Directors
shall fix by resolution in each year beginning with the year 1999 for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting.

     SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may be
called by the Board of Directors or by the President, and shall be called by the
President or by the Secretary upon the written request of the holders of record
of at least thirty-five percent (35%) of the shares of stock of the Corporation,
issued and outstanding and entitled to vote, at such times and at such place
either within or without the State of New York as may be stated in the call or
in a waiver of notice thereof.

     SECTION 3. NOTICE OF MEETINGS. Notice of the time, place and purpose of
every meeting of shareholders shall be delivered personally or mailed not less
than ten days nor more than sixty days previous thereto to each shareholder of
record entitled to vote, at such shareholder's post office address appearing
upon the records of the Corporation or at such other address as shall be
furnished in writing by him or her to the Corporation for such purpose. Such
further notice shall be given as may be required by law or by these By-laws. Any
meeting may be held without notice if all shareholders entitled to vote are
present in person or by proxy, or if notice is waived in writing, either before
or after the meeting, by those not present.

     SECTION 4. QUORUM. The holders of record of at least a majority of the
shares of the stock of the Corporation, issued and outstanding and entitled to
vote, present in person or by proxy, shall, except as otherwise provided by law
or by these By-laws, constitute a quorum at all meetings of the shareholders; if
there be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum shall have
been obtained.

     SECTION 5. ORGANIZATION OF MEETINGS. Meetings of the shareholders shall be
presided over by the Chairman of the Board, if there be one, or if the Chairman
of the Board is not present by the President, or if the President is not
present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in the Secretary of the Corporation's absence, an Assistant
Secretary, shall act as Secretary of the meeting, if present.


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     SECTION 6. VOTING. At each meeting of shareholders, except as otherwise
provided by statute or the Certificate of Incorporation, every holder of record
of stock entitled to vote shall be entitled to one vote in person or by proxy
for each share of such stock standing in his or her name on the records of the
Corporation. Elections of directors shall be determined by a plurality of the
votes cast and, except as otherwise provided by statute, the Certificate of
Incorporation, or these By-laws, all other action shall be determined by a
majority of the votes cast at such meeting. Each proxy to vote shall be in
writing and signed by the shareholder or by such shareholder's duly authorized
attorney.

     At all elections of directors, the voting shall be by ballot or in such
other manner as may be determined by the shareholders present in person or by
proxy entitled to vote at such election. With respect to any other matter
presented to the shareholders for their consideration at a meeting, any
shareholder entitled to vote may, on any question, demand a vote by ballot.

     A complete list of the shareholders entitled to vote at each such meeting,
arranged in alphabetical order, with the address of each, and the number of
shares registered in the name of each shareholder, shall be prepared by the
Secretary and shall be open to the examination of any shareholder, 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 where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The 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 shareholder who is
present.

     SECTION 7. INSPECTORS OF ELECTION. The Board of Directors in advance of any
meeting of shareholders may appoint one or more Inspectors of Election to act at
the meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of the meeting may, and on the request of any
shareholder entitled to vote shall, appoint one or more Inspectors of Election.
Each Inspector of Election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the best of
his or her ability. If appointed, Inspectors of Election shall take charge of
the polls and, when the vote is completed, shall make a certificate of the
result of the vote taken and of such other facts as may be required by law.

     SECTION 8. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if, prior to such action, a written consent or
consents thereto, setting forth such action, is signed by the holders of record
of shares of the stock of the Corporation, issued and outstanding and entitled
to vote thereon, 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 thereon were present and voted.



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                                   ARTICLE II

                                    DIRECTORS

     SECTION 1. NUMBER, QUORUM, TERM, VACANCIES, REMOVAL. The Board of Directors
of the Corporation shall consist of at least one person. The number of directors
may be changed by a resolution passed by a majority of the whole Board or by a
vote of the holders of record of at least a majority of the shares of stock of
the Corporation, issued and outstanding and entitled to vote.

     A majority of the members of the Board of Directors then holding office
(but not less than one-third of the total number of directors ) shall constitute
a quorum for the transaction of business, but if at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.

     Directors shall hold office until the next annual election and until their
successors shall have been elected and shall have qualified, unless sooner
displaced.

     Whenever any vacancy shall have occurred in the Board of Directors, by
reason of death, resignation, or otherwise, other than removal of a director
with or without cause by a vote of the shareholders, it shall be filled by a
majority of the remaining directors, though less than a quorum (except as
otherwise provided by law), or by the shareholders, and the person so chosen
shall hold office until the next annual election and until a successor is duly
elected and has qualified.

     Any one or more of the directors of the Corporation may be removed either
with or without cause at any time by a vote of the holders of record of at least
a majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote, and thereupon the term of the director or directors who shall
have been so removed shall forthwith terminate and there shall be a vacancy or
vacancies in the Board of Directors, to be filled by a vote of the shareholders
as provided in these By-laws.

     SECTION 2. MEETINGS, NOTICE. Meetings of the Board of Directors shall be
held at such place either within or without the State of New York, as may from
time to time be fixed by resolution of the Board, or as may be specified in the
call or in a waiver of notice thereof. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any time upon the
call of two directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before such meeting. A meeting of
the Board may be held without notice immediately after the annual meeting of
shareholders at the same place at which such meeting was held. Notice need not
be given of regular meetings of the Board. Any meeting may be held without
notice, if all directors are present, or if notice is waived in writing, either
before or after the meeting, by those not present.

     SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
if one be elected, shall preside at all meetings of the Board of Directors and
of the shareholders, and the Chairman shall have and perform such other duties
as from time to time may be assigned to the Chairman by the Board of Directors.


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     SECTION 4. COMMITTEES. The Board of Directors may, in its discretion, by
resolution passed by a majority of the whole Board, designate from among its
members one or more committees which shall consist of two or more directors. The
Board may designate one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
the committee. Such committees shall have and may exercise such powers as shall
be conferred or authorized by the resolution appointing them. A majority of any
such committee may determine its action and fix the time and place of its
meetings, unless the Board of Directors shall otherwise provide. The Board shall
have power at any time to change the membership of any such committee, to fill
vacancies in it, or to dissolve it.

     SECTION 5. ACTION BY CONSENT. 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 prior to such action a written consent or consents
thereto is signed by all members of the Board, or of such committee as the case
may be, and such written consent or consents is filed with the minutes of
proceedings of the Board or committee.

     SECTION 6. COMPENSATION. The Board of Directors may determine, from time to
time, the amount of compensation which shall be paid to its members. The Board
of Directors shall also have power, in its discretion, to allow a fixed sum and
expenses for attendance at each regular or special meeting of the Board, or of
any committee of the Board. In addition, the Board of Directors shall also have
power, in its discretion, to provide for and pay to directors rendering services
to the Corporation not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as determined by the
Board from time to time.

     SECTION 7. CONFERENCE TELEPHONE MEETINGS. One or more directors may
participate in a meeting of the Board of Directors, or of a committee of the
Board of Directors, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.

                                   ARTICLE III

                                    OFFICERS

     SECTION 1. TITLES AND ELECTION. The officers of the Corporation, who shall
be chosen by the Board of Directors at its first meeting after each annual
meeting of shareholders, shall be a President, a Treasurer and a Secretary. The
Board of Directors from time to time may elect a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers and agents as it shall deem necessary, and may define their powers and
duties. Any number of offices may be held by the same person.

     SECTION 2. TERMS OF OFFICE. Officers shall hold office until their
successors are chosen and qualify.

     SECTION 3. REMOVAL. Any officer may be removed, either with or without
cause, at any time, by the affirmative vote of a majority of the Board of
Directors.



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     SECTION 4. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignation
shall take effect at the time specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 5. VACANCIES. If the office of any officer or agent becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office or otherwise, the directors may choose a successor, who shall hold office
for the unexpired term, as applicable, in respect of which such vacancy
occurred.

     SECTION 7. PRESIDENT. The President shall be the chief executive officer of
the Corporation and, in the absence of the Chairman, shall preside at all
meetings of the Board of Directors, and of the shareholders. The President shall
exercise the powers and perform the duties usual to the chief executive officer
and, subject to the control of the Board of Directors, shall have general
management and control of the affairs and business of the Corporation; the
President shall appoint and discharge employees and agents of the Corporation
(other than officers elected by the Board of Directors) and fix their
compensation; and the President shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall have the power
to execute bonds, mortgages and other contracts, agreements and instruments of
the Corporation, and shall do and perform such other duties as from time to time
may be assigned to the President by the Board of Directors.

     SECTION 8. VICE PRESIDENTS. If chosen, the Vice Presidents, in the order of
their seniority, shall, in the absence or disability of the President, exercise
all of the powers and duties of the President. Such Vice Presidents shall have
the power to execute bonds, notes, mortgages and other contracts, agreements and
instruments of the Corporation, and shall do and perform such other duties
incident to the office of Vice President and as the Board of Directors, or the
President shall direct.

     SECTION 9. SECRETARY. The Secretary shall attend all sessions of the Board
and all meetings of the shareholders and record all votes and the minutes of
proceedings in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors. The Secretary, or in absence of the Secretary an Assistant
Secretary or the Treasurer or an Assistant Treasurer, shall have the
authorization to affix the corporate seal to any instrument requiring it. The
Secretary shall have and be the custodian of the stock records and all other
books, records and papers of the Corporation (other than financial) and shall
see that all books, reports, statements, certificates and other documents and
records required by law are properly kept and filed.

     SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper



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vouchers for such disbursements, and shall render to the directors whenever they
may require it, an account of all his or her transactions as Treasurer and of
the financial condition of the Corporation.

     SECTION 11. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or
disability of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any director.

                                   ARTICLE IV

                                 INDEMNIFICATION

     SECTION 1. ACTIONS BY OTHERS. The Corporation (1) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that the person is or was a
director or an officer of the Corporation and (2) except as otherwise required
by Section 3 of this Article, may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that the person is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.

     SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise against amounts paid in settlement and expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of (1) a threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought, or if no action
or suit was brought,



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any court of competent jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

     SECTION 3. SUCCESSFUL DEFENSE. To the extent that a present or former
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or Section 2 of this Article, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     SECTION 4. SPECIFIC AUTHORIZATION. Any indemnification under Section 1 or
Section 2 of this Article (unless ordered by a court), shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because such person has met the applicable standard
of conduct set forth in said Sections 1 and 2. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders.

     SECTION 5. ADVANCE OF EXPENSES. Expenses (including attorney's fees)
incurred by a present or former director, officer, employee, or agent in
defending any civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall be ultimately determined that such person is not
to be indemnified by the Corporation as authorized in this Article. Any advance
of expenses pursuant to this Section shall be made by the Corporation only as
authorized in the specific case by the Board of Directors by a majority vote of
a quorum of directors.

     SECTION 6. RIGHT OF INDEMNITY NOT EXCLUSIVE. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office.

     SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power to
indemnify such person against such liability under the provisions of this
Article, the Business General Corporation Law of the State of New York or
otherwise.



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     SECTION 8. CONTINUATION OF INDEMNITY. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     SECTION 9. INVALIDITY OF ANY PROVISIONS OF THIS ARTICLE. The invalidity or
unenforceability of any provision of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.

                                    ARTICLE V
                                  CAPITAL STOCK

     SECTION 1. CERTIFICATES. The interest of each shareholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. The certificates of
stock shall be signed by the President or a Vice President and by the Secretary,
or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed
with the seal of the Corporation or a facsimile thereof, and countersigned and
registered in such manner, if any, as the Board of Directors may by resolution
prescribe. Where any such certificate is countersigned by a transfer agent other
than the Corporation or its employee, or registered by a registrar other than
the Corporation or its employee, the signature of any such officer may be a
facsimile signature. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation.

     SECTION 2. TRANSFER. The shares of stock of the Corporation shall be
transferred only upon the books of the Corporation by the holder thereof in
person or by his or her attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.

     SECTION 3. RECORD DATES. The Board of Directors may fix in advance a date,
not less than ten nor more than sixty days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the date for the
distribution or allotment of any rights, or the date when any change, conversion
or exchange of capital stock shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or to receive
any distribution or allotment of such rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be



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entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such distribution or allotment or rights or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

     SECTION 4. LOST CERTIFICATES. In the event that any certificate of stock is
lost, stolen, destroyed or mutilated, the Board of Directors may authorize the
issuance of a new certificate of the same tenor and for the same number of
shares in lieu thereof. The Board may in its discretion, before the issuance of
such new certificate, require the owner of the lost, stolen, destroyed or
mutilated certificate, or the legal representative of the owner to make an
affidavit or affirmation setting forth such facts as to the loss, destruction or
mutilation as it deems necessary, and to give the Corporation a bond in such
reasonable sum as it directs to indemnify the Corporation.

                                   ARTICLE VI

                               CHECKS, NOTES, ETC.

     SECTION 1. CHECKS, NOTES, ETC. All checks and drafts on the Corporation's
bank accounts and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of money, may be
signed by the President, any Vice President or the Treasurer and may also be
signed by such other officer or officers, agent or agents, as shall be thereunto
authorized from time to time by the Board of Directors.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     SECTION 1. OFFICES. The office of the Corporation shall be in the County of
Monroe, State of New York. The Corporation may have other offices either within
or without the State of New York at such places as shall be determined from time
to time by the Board of Directors as the business of the Corporation may
require.

     SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     SECTION 3. CORPORATE SEAL. The seal of the Corporation shall be circular in
form and contain the name of the Corporation, and the year and state of its
incorporation. Such seal may be altered from time to time at the discretion of
the Board of Directors.

     SECTION 4. BOOKS. There shall be kept at such office of the Corporation as
the Board of Directors shall determine, within or without the State of New York,
correct books and records of account of all its business and transactions,
minutes of the proceedings of its shareholders, Board of Directors and
committees, and the stock book, containing the names and addresses of the
shareholders, the number of shares held by them, respectively, and the dates
when they respectively



                                       9



became the owners of record thereof, and in which the transfer of stock shall be
registered, and such other books and records as the Board of Directors may from
time to time determine.

     SECTION 5. VOTING OF STOCK. Unless otherwise specifically authorized by the
Board of Directors, all stock owned by the Corporation, other than stock of the
Corporation, shall be voted, in person or by proxy, by the President or any Vice
President of the Corporation on behalf of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1. AMENDMENTS. The vote of the holders of at least a majority of
the shares of stock of the Corporation, issued and outstanding and entitled to
vote, shall be necessary at any meeting of shareholders to amend or repeal these
By-laws or to adopt new By-laws. These Bylaws may also be amended or repealed,
or new By-laws adopted, at any meeting of the Board of Directors by the vote of
at least a majority of the entire Board; provided that any By-laws adopted by
the Board may be amended or repealed by the shareholders in the manner set forth
above.

     Any proposal to amend or repeal these By-laws or to adopt new By-laws shall
be stated in the notice of the meeting of the Board of Directors or the
shareholders, or in the waiver of notice thereof, as the case may be, unless all
of the directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.


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