EXHIBIT 3.3


               RESOLVED, that the following new Section 11 is herewith added to
               Article III of the By-laws:
           
                 Section 11. Office of the President. The Office of the
                             -----------------------
                 President shall have all the duties and powers of Chief
                 Executive Officer during any period in which there is no
                 President serving because of his or her resignation, removal or
                 death, upon the Board establishing such an Office and electing
                 two or more officers as its members.

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