EXHIBIT 3(ii)


     Section 3. Nominations. At any meeting of shareholders at which directors
                -----------
     are to be elected, nominations for election to the Board of Directors may
     be made by the Board of Directors or, subject to the conditions described
     below, by any holder of shares entitled to be voted at that meeting in the
     election of the directors. To be eligible for consideration at the meeting
     of shareholders, all nominations, other than those made by the Board of
     Directors, shall be in writing and must be delivered to the Secretary of
     the Corporation not less than fifty (50) days nor more than ninety (90)
     days prior to the meeting at which such nominations will be made; provided,
     however, that if less than sixty (60) days notice of such meeting is given
     to the shareholders, such nominations must be delivered to the Secretary of
     the Corporation not later than the close of the business on the tenth
     (10th) day following the day on which notice of such meeting was mailed.