1

                                                                   EXHIBIT 3(ii)

         RESOLVED that Section 3 of the Company's Bylaws be amended to read in
its entirety as follows:

                  "Section 3. Special Meetings of Stockholders. Special meetings
         of the stockholders entitled to vote may be called by the Chairman of
         the Board, the President or any Vice President, the Secretary, the
         Board of Directors, or by the holders of not less than 10% of the
         Corporation's common stock."