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                                                                     Exhibit 3.2
 
 
     RESOLVED, that Section 1 of Article II of the Company's Code of Regulations
be, and the same hereby is, deleted in its entirety and there is substituted
therefor the following:
 
          Section 1. Number of Directors. Until changed in accordance with the
     provisions of this section, the number of directors of the Corporation,
     none of whom need be shareholders, shall be seven (7). The number of
     directors may be fixed or changed, but in no case shall the number be fewer
     than three (3) or more than fifteen (15), at any annual meeting or at any
     special meeting called for that purpose by the affirmative vote of the
     holders of shares entitling them to exercise a majority of the voting power
     of the Corporation on such proposal. Notwithstanding the foregoing, the
     aggregate number of members of the Board of Directors shall automatically
     increase by the number of directors elected pursuant to Section 5(b) of
     Item I, Section 5(b) of Item II, Section 5(b) of Item III, Section 5(b) of
     Item IV, Section 5(b) of Item V, and/or Section 5(b) of Item VI of Division
     A of Article FOURTH of the Amended and Restated Articles of Incorporation
     of the Corporation, as amended, such directors to be elected and hold
     office in accordance with such provisions of the Amended and Restated
     Articles of Incorporation of the Corporation, as amended, notwithstanding
     any other provision of this Code of Regulations.
 
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