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EXHIBIT 3(II)
(A) Article II, Section 2 of the Company's By-laws were
amended by replacing said Section 2 of the By-laws with the following
provision:
"SECTION 2. Annual Meetings. (a) The annual meetings of
stockholders shall be held on such dates and at such time as shall be
designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which meetings the stockholders shall
elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting. Written
notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of
the meeting.
(b) At an annual meeting of stockholders, only such
business shall be conducted, and only such proposals shall be acted
upon, as shall have been properly brought before the annual meeting of
stockholders (a) by, or at the direction of, the Board of Directors or
(b) by a stockholder of the Corporation who complies with the
procedures set forth in this Section 2(b). For business or a proposal
to be properly brought before an annual meeting of stockholders by a
stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the scheduled date of the annual
meeting, regardless of any postponement, deferral or adjournment of
that meeting to a later date; provided, however, that if less than 70
days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder to
be timely must be so delivered or received not later than the close of
business on the 10th day following the earlier of (i) the day on which
such notice of the date of the meeting was mailed or (ii) the day on
which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before an annual meeting
of stockholders (i) a 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 address, as they
appear on the Corporation's books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be
supporting such proposal, (iii) the class and
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number of shares of the Corporation which are beneficially owned by
such stockholder on the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder's notice, (iv) a description,
in 500 words or less, of any interest of the stockholder in such
proposal and (v) a representation that the stockholder is a holder of
record of stock of the Corporation and intends to appear in person or
by proxy at the meeting to present the proposal specified in the
notice. Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at a meeting of stockholders except in
accordance with the procedures set forth in this Section 2(b).
(c) Only persons nominated in accordance with the
procedures set forth in this Section 2(c) shall be eligible for
election as directors. Nominations of persons for election to the
Board may be made at an annual meeting of stockholders or special
meeting of stockholders called by the Board of Directors for the
purpose of electing directors (i) by or at the direction of the Board
or (ii) by any stockholder of the Corporation entitled to vote for the
election of directors at such meeting who complies with the notice
procedures set forth in this Section 2(c). Such nominations, other
than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the
scheduled date of the meeting, regardless of any postponement,
deferral or adjournment of that meeting to a later date; provided,
however, that if less than 70 days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so delivered or received not
later than the close of business on the 10th day following the earlier
of (i) the day on which such notice of the date of the meeting was
mailed or (ii) the day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth (i) as
to each person whom the stockholder proposes to nominate for election
or reelection as a director (a) the name, age, business address and
residence address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of the
Corporation which are beneficially owned by such person on the date of
such stockholder's notice and (d) any other information relating to
such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A
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under the Securities Exchange Act of 1934, as amended, or any
successor statute thereto (including without limitation such person's
written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (ii) as to the stockholder
giving the notice (a) the name and address, as they appear on the
Corporation's books, of such stockholder and any other stockholders
known by such stockholder to be supporting such nominee(s), (b) the
class and number of shares of the Corporation which are beneficially
owned by such stockholder on the date of such stockholder's notice and
by any other stockholders known by such stockholder to be supporting
such nominee(s) on the date of such stockholder's notice, (c) a
representation that the stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; and (iii) a description of all arrangements
or understandings between the stockholder and each nominee and other
person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder. No
person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this
Section 2(c)."
(B) Article II, Section 3 of the Company's By-laws were
amended by replacing said Section 3 of the By-laws with the following
provision:
"SECTION 3. Special Meeting. Special meetings of
stockholders, unless otherwise prescribed by statute, may be called at
any time only by the Board of Directors, the Chairman of the Board or
the Chief Executive Officer. Except as otherwise expressly required
by statute, written notice of each special meeting of stockholders
stating the date, place and hour of the meeting, and the purpose or
purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting. Business
transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice."