Exhibit 3.1

                               ACP HOLDING COMPANY

                                 BYLAW AMENDMENT


NOW, THEREFORE, BE IT RESOLVED, that Section 2 of Article III of the Bylaws is
hereby amended to read, in its entirety, as follows:

     Section 2. Number, Election and Term of Office. The number of directors
     shall be no less than two (2) and no more than seven (7), as determined by
     the board. The directors shall be elected by a plurality of the votes of
     the shares present in person or represented by proxy at the meeting and
     entitled to vote in the election of directors. The directors shall be
     elected in this manner at the annual meeting of the stockholders, except as
     provided in Section 4 of this Article III. Each director elected shall hold
     office until a successor is duly elected and qualified or until his or her
     earlier death, resignation or removal as hereinafter provided. The number
     of directors may be increased or decreased from time to time by amendment
     to this section adopted by the stockholders or the board of directors, but
     no decrease shall have the effect of shortening the term of an incumbent
     director.