Exhibit 3.1
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Article 3.1 of Registrant's Bylaws was amended to state as follows:

"3.1 Number; Term; Election. The number of directors which shall constitute the
whole board shall be nine (9). The directors shall be elected at the annual
meeting of the stockholders, except as provided in P. 3.4 of this Article, and
each director elected shall hold office from the time of his election but shall
be responsible as a director from such time only if he consents to his election
and otherwise from the time he accepts office or attends his first meeting of
the board. Each director shall serve until the next annual meeting of
shareholders and thereafter until his successor is elected and qualifies or
until his earlier death, resignation or removal. Directors need not be
stockholders."