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Exhibit 3.16

BY-LAWS OF EDUCATIONAL COMMUNICATIONS, INC.

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Adopted 3-30-84

BY-LAWS

EDUCATIONAL COMMUNICATIONS, INC.

ARTICLE I

OFFICES

The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

Section 1. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the 2nd Tuesday in July of each year for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.

Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called either by the president, by the board of directors or by the holders
of not less than one-fifth of all the outstanding shares of the corporation, for
the purpose or purposes stated in the call of the meeting.

Section 3. PLACE OF MEETING. The board of directors may designate any
place as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. A waiver of notice signed by all shareholders
may designate any place as the place for the holding of such meeting. If no
designation is made, or if, a special meeting be otherwise called, the place of
meeting shall be at the registered office of the corporation in this state.

Section 4. NOTICE OF MEETINGS. Written notice stating the place, date,
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the records of the
corporation, with postage thereon prepaid. When a meeting is adjourned to
another time

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or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.

Section 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or without the State of
Illinois, and consent to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting any corporate
action may be taken.

Section 6. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. For
the purpose of determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or to receive payment of any
dividend, or other distribution or allotment of any rights, or to exercise any
rights in respect of any change, conversion or exchange of shares or for the
purpose of any other lawful action, the board of directors of the corporation
may provide that the share transfer books be closed for a stated period, or in
lieu of closing the transfer books may fix in advance a record date, which, in
either case, shall not be more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of a merger or
consolidation not less than twenty days, before the date of such meeting. If the
transfer books are not closed and no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be the date on which notice of the meeting is mailed, and
the record date for the determination of shareholders for any other purpose
shall be the date on which the board of directors adopts the resolution relating
thereto. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting.

Section 7. VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the shareholder,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be open to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting and may be
inspected by any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

Section 8. QUORUM. The holders of a majority of the outstanding shares
of the corporation, present in person or represented by proxy, shall constitute
a quorum at any meeting of shareholders; provided that if less than a majority
of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by The Business
Corporation Act, the articles of incorporation or these by-laws. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting.

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Withdrawal of shareholders from any meeting shall not cause failure of a duly
constituted quorum at that meeting.

Section 9. PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

Section 10. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.

Section 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as prescribed in these by-laws, or, in the absence of
such provision, as the board of directors of such corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Any number of shareholders may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten years, by entering into a
written voting trust agreement specifying the terms and conditions of the voting
trust, and by transferring their shares to such trustee or trustees for the
purpose of the agreement. Any such trust agreement shall not become effective
until a counterpart of the agreement is deposited with the corporation at its
registered office. The counterpart of the voting trust agreement so deposited
with the corporation shall be subject to the same right of examination by a
shareholder of the corporation, in person or by agent or attorney, as are the
books and records of the corporation, and shall be subject to examination by any
holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for any proper purpose.

Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares entitled to vote at any given
time, but shares of its own stock held by it in a fiduciary capacity may be
voted and shall be counted in determining the total number of outstanding shares
entitled to vote at any given time.

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Section 12. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall appoint one or more
persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or
by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

Section 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Any
such consent shall have the same force and effect as a unanimous vote of
shareholders and may be stated as such in any articles of incorporation or other
documents filed with the Secretary of State.

Section 14. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

Section 15. CUMULATIVE VOTING. In all elections for directors, every
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him, for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal, or to
distribute them on the same principle among as many candidates as he shall see
fit.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors.

Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be two (2). Each director shall hold office until the
next annual meeting of shareholders or until his successor shall have been
elected and qualified. Directors need not be residents of Illinois or
shareholders of the corporation. The number, of directors may be increased or
decreased from time to time by the amendment of this section; but no decrease
shall have the effect of shortening the term of any incumbent director.

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Section 3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place as the place for holding any special
meeting of the board of directors called by them.

Section 5. NOTICE. Notice of any special meeting shall be given at
least three (3) days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

Section 6. QUORUM. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for transaction of business at any
meeting of the board of directors, provided that if less than a majority of such
number of directors are present at said meeting, a majority of the directors
present may adjourn the meeting at any time without further notice.

Section 7. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by these by-laws or
the articles of incorporation.

Section 8. VACANCIES. Any vacancy occurring in the board of directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual meeting or at a special meeting
of shareholders called for that purpose; however, if authorized by the articles
of incorporation or an amendment thereto a majority of directors then in office
may properly fill one or more vacancies arising between meetings of shareholders
by reason of an increase in the number of directors or otherwise, any director
so selected shall serve until the next annual meeting of shareholders, but at no
time may the number of directors selected to fill vacancies in this matter
during any interim period between meetings of shareholders exceed 33-l/3% of the
total membership of the board of directors. A director elected to fill a vacancy
shall serve until the next annual meeting of shareholders.

Section 9. INFORMAL ACTION BY DIRECTORS OR EXECUTIVE COMMITTEE. Unless
specifically prohibited by the articles of incorporation or these by-laws, any
action required to be taken at a meeting of the board of directors, or any other
action which may be taken at a meeting of the board of directors or the
executive committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action so taken shall be signed by all the directors
entitled to

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vote with respect to the subject matter thereof, or by all the members of such
committee, as the case may be. Any such consent signed by all the directors or
all the members of the executive committee shall have the same effect as a
unanimous vote, and may be stated as such in any document filed with the
Secretary of State.

Section 10. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment previously mentioned in this section shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

Section 11. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

Section 12. EXECUTIVE COMMITTEE. The board of directors, by resolution
adopted by a majority of the number of directors fixed by the by-laws or
otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in
the membership of the committee shall be filled by the board of directors at a
regular or special meeting of the board of directors. The executive committee
shall keep regular minutes of its proceedings and report the same to the board
when required.

ARTICLE IV

OFFICERS

Section 1. NUMBER. The officers of the corporation shall be a
president, one or more vice-presidents (the number thereof to be determined by
the board of directors), a treasurer, a secretary, and such assistant
treasurers, assistant secretaries or other officers as may be elected by the
board of directors. Any two or more offices may be held by the same person,
except the offices of president and secretary; provided, however, that in the
event that all of the shares of the corporation are owned of record by one
shareholder and the articles of incorporation or these by-laws provide the
number of directors shall be one, the offices of president and secretary may be
held by the same person.

Section 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such

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meeting, such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

Section 3. REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

Section 4. PRESIDENT. The president shall be the principal chief
executive and chief operating officer of the corporation. Subject to the
direction and control of the board of directors, he shall be in charge of the
business of the corporation; he shall see that the resolutions and directions of
the board of directors are carried into effect except in those instances in
which that responsibility is specifically assigned to some other person by the
board of directors; and, in general, he shall discharge all duties incident to
the office of president and such other duties as may be prescribed by the board
of directors from time to time. He shall preside at all meetings of the
shareholders and of the board of directors. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, he may execute for the corporation
certificates for its shares, and any contracts, deeds, mortgages, bonds, or
other instruments which the board of directors has authorized to be executed,
and he may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument. He may vote all and
to the extent such authority shall be vested in a different officer or agent of
the corporation by the board of directors.

Section 5. THE VICE PRESIDENTS. The vice-president (or in the event
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of his duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors. In the absence of the president or
in the event of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, or by the president if the board of
directors has not made such a designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.

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Section 6. THE TREASURER. The treasurer shall be the principal
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors may determine.

Section 7. THE SECRETARY. The secretary shall: (a) record the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the president, or
a vice-president, or any other officer thereunto authorized by the board of
directors, certificates for shares of the corporation, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.

Section 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors of these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.

Section 9. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

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ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.

Section 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. CERTIFICATES REPRESENTING SHARES. Certificates representing
shares of the corporation shall be signed by the chairman or a vice chairman of
the board of directors or the president or a vice-president and by the treasurer
or an assistant treasurer or the secretary or an assistant secretary and may be
sealed with the seal or a facsimile of the seal of the corporation. In case the
seal of the corporation is changed after the certificate is sealed with the seal
or a facsimile of the seal, of the corporation, but before it is issued, the
certificate may be issued by the corporation with the same effect as if the seal
had not been changed. If a certificate is countersigned by a transfer agent or
registrar, other than the corporation itself or its employee, any other
signatures or countersignature on the certificate may be facsimiles. In case any
officer or the corporation, or any officer or employee of the transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer of the corporation, or an officer or
employee of the transfer agent or registrar before such certificate is issued,
the certificate may be issued by the corporation with the same effect as if the
officer of the corporation, or the officer or employee of the transfer agent or
registrar had not ceased to be such at the date of its issue.

Every certificate representing shares issued by a corporation which is
authorized to issue shares of more than one class shall be set forth upon the
face or back of the certificate a full summary or statement of all the
designations, preferences, qualifications, limitations, restrictions, and
special or relative rights of the shares of each class authorized to be issued,
and, if the corporation is authorized to issue any preferred to special class in
series, the variations in

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the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the board of
directors to fix and determine the relative rights and preferences of subsequent
series. Such statement may be omitted from the certificate if it shall be set
forth upon the face or back of the certificate that such statement, in full,
will be furnished by the corporation to any shareholder upon request and without
charge.

Each certificate representing shares shall also state:

(a) That the corporation is organized under the laws of this
State.

(b) The name of the person to whom issued.

(d) The par value of each share represented by such certificate,
or a statement that such shares are without par value.

No certificate shall be issued for any share until such share is fully
paid.

Section 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.

Section 3. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on April 1 and end on
March 31.

ARTICLE VIII

DIVIDENDS

The board of directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.

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ARTICLE IX

SEAL

The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. The use of the seal is not mandatory and its absence on any document
shall not effect the construction or validity thereof.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of
these by-laws or under the provisions of the articles of incorporation or under
the provisions of The Business Corporation Act of the State of Illinois, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION

Section 1. (a) Subject to the provisions of Section 3 of this Article,
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,
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 he is or was a director, officer, employee or agent of the
corporation, or who is or was a director, officer, employee or agent of the
Corporation, or who 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 him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he 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 his 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 he 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 his conduct was unlawful.

b) Subject to the provisions of Section 3 of this Article, 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 he 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

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other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement at such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless, and, only
to the extent that the court in which such action or suit was brought 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 as the court shall deem proper.

Section 2. To the extent that a 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 subsections (a) and (b) of
Section 1 of this Article, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

Section 3. Any indemnification under subsections (a) and (b) of
Section 1 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 director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said subsections (a) and (b). 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 4. Expenses incurred in defending a 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, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

Section 5. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of shareholders or disinterested
directors or, otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall 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 6. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who 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 him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.

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Section 7. For purposes of this Article, references to "the
corporation" shall include, in addition to the resulting or surviving
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

Section 8. For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.

ARTICLE XII

AMENDMENTS

The power to make, alter, amend, or repeal the by-laws of the
corporation shall be vested in the board of directors, unless reserved to the
shareholders by the articles of incorporation. The by-laws may contain any
provisions for the regulation and management of the affairs of the corporation
not inconsistent with law or the articles of incorporation.

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TABLE OF CONTENTS
<Table>
<Caption>
PAGE

ARTICLE I OFFICES...........................................................................2

ARTICLE II SHAREHOLDERS.....................................................................2

Section 1. Annual Meeting...............................................................2
Section 2. Special Meetings.............................................................2
Section 3. Place of Meeting.............................................................2
Section 4. Notice Of Meetings...........................................................2
Section 5. Meeting of all Shareholders..................................................3
Section 6. Closing of Transfer Books and Fixing of Record Date..........................3
Section 7. Voting Lists.................................................................3
Section 8. Quorum.......................................................................3
Section 9. Proxies......................................................................4
Section 10. Voting of Shares.............................................................4
Section 11. Voting of Shares by Certain Holders..........................................4
Section 12. Inspectors...................................................................5
Section 13. Informal Action by Shareholders..............................................5
Section 14. Voting by Ballot.............................................................5
Section 15. Cumulative Voting............................................................5

ARTICLE III DIRECTORS...................................................................... 5

Section 1. General Powers...............................................................5
Section 2. Number, Tenure and Qualifications............................................5
Section 3. Regular Meetings.............................................................6
Section 4. Special Meetings.............................................................6
Section 5. Notice.......................................................................6
Section 6. Quorum.......................................................................6
Section 7. Manner of Acting.............................................................6
Section 8. Vacancies....................................................................6
Section 9. Informal Action by Directors or Executive Committee..........................6
Section 10. Compensation.................................................................7
Section 11. Presumption of Assent........................................................7
Section 12. Executive Committee..........................................................7

ARTICLE IV OFFICERS.........................................................................7

Section 1. Number.......................................................................7
Section 2. Election and Term of Office..................................................7
Section 3. Removal......................................................................8
Section 4. President....................................................................8
Section 5. The Vice Presidents..........................................................8
Section 6. The Treasurer................................................................9
Section 7. The Secretary................................................................9
</Table>

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<Table>
<Caption>
PAGE

Section 8. Assistant Treasurers and Assistant Secretaries...............................9
Section 9. Salaries.....................................................................9

ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS............................................10

Section 1. Contracts...................................................................10
Section 2. Loans.......................................................................10
Section 3. Checks, Drafts, Etc.........................................................10
Section 4. Deposits....................................................................10

Article VI CERTIFICATES FOR SHARES AND THEIR TRANSFER................................ .....10

Section 1. Certificates Representing Shares............................................10
Section 2. Lost Certificates...........................................................11
Section 3. Transfers of Shares.........................................................11

ARTICLE VII FISCAL YEAR....................................................................11

ARTICLE VIII DIVIDENDS.....................................................................11

ARTICLE IX SEAL............................................................................12

ARTICLE X WAIVER OF NOTICE.................................................................12

ARTICLE XI INDEMNIFICATION.................................................................12

ARTICLE XII AMENDMENTS.....................................................................14
</Table>

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