Exhibit 2


         RESOLVED, that in accordance with Section 8.07(ii) of the Company's
Bylaws, there is hereby added a new Section 3.17 to the Company's Bylaws reading
in its entirety as follows:

         "Section 3.17. Business to be Transacted at Shareholder Meetings. No
         business may be transacted at an annual meeting of shareholders, other
         than business that is either (a) specified in the notice of meeting (or
         any supplement thereto) given by or at the direction of the board of
         directors (or any duly authorized committee thereof), (b) otherwise
         properly brought before the annual meeting by or at the direction of
         the board of directors (or any duly authorized committee thereof) or
         (c) otherwise properly brought before the annual meeting by any
         shareholder of the corporation (i) who is a shareholder of record on
         the date of the giving of notice provided for in Section 3.17 and on
         the record date for the determination of shareholders entitled to vote
         at such annual meeting and (ii) who complies with the notice procedures
         set forth in this Section 3.17. In addition to any other applicable
         requirements, for business to be properly brought before an annual
         meeting by a shareholder, such shareholder must have given timely
         notice thereof in proper written form to the secretary of the
         corporation.

         To be timely, a shareholder's notice must be delivered to or mailed and
         received at the principal executive offices of the corporation not less
         than 90 days nor more than 120 days prior to the anniversary date of
         the immediately preceding annual meeting of shareholders; provided,
         however, that in the event that the annual meeting is called for a date
         that is not within 30 days before or after such anniversary date,
         notice by the shareholder, in order to be timely, must be so received
         not later than the close of business on the tenth day following the day
         on which such notice of the date of the annual meeting was first
         mailed.



                                      - 6 -




         To be in proper written form, a shareholder's notice to the secretary
         must set forth as to each matter such shareholder proposes to bring
         before the annual meeting (i) a brief description of the business
         desired to be brought before the annual meeting and the reasons for
         conducting such business at the annual meeting, (ii) the name and
         record address of such shareholder, (iii) the class or series and
         number of shares of capital stock of the corporation which are owned
         beneficially or of record by such shareholder, (iv) a description of
         all arrangements or understandings between such shareholder and any
         other person or persons (including their names) in connection with the
         proposal of such business by such shareholder and any material interest
         of such shareholder in such business and (v) a representation that such
         shareholder intends to appear in person or by proxy at the annual
         meeting to bring such business before the meeting.

         No business shall be conducted at the annual meeting of shareholders
         except business brought before the annual meeting in accordance with
         the procedures set forth in this Section 3.17; provided, however, that
         once business has been properly brought before the annual meeting in
         accordance with such procedures, nothing in this Section 3.17 shall be
         deemed to preclude discussion by any shareholder of any such business.
         If the chairman of an annual meeting determines that business was not
         properly brought before the annual meeting in accordance with the
         foregoing procedures, the chairman shall declare to the meeting that
         the business was not properly brought before the meeting and such
         business shall not be transacted.



                                      - 7 -




         At a special meeting of shareholders, only such business shall be
         conducted as shall have been set forth in the notice relating to the
         meeting. At any meeting, matters incident to the conduct of this
         meeting may be voted upon or otherwise disposed of as the presiding
         officer of the meeting shall determine to be appropriate."





                                      - 8 -