CONSENT IN LIEU OF AN ANNUAL MEETING

OF THE STOCKHOLDERS OF

IPM INC.

The undersigned, being the sole stockholder of IPM INC., a Delaware corporation (the Corporation), in lieu of holding an annual meeting, hereby adopts the following resolutions by unanimous written consent pursuant to Section 228 of the General Corporation Law of Delaware:

RESOLVED, that the By-Laws of the Corporation hereby are amended as follows:

Section 2 of Article II. of the By-Laws hereby is amended in its entirety to read as follows:

Section 2. Commencing with the year 1999, an annual meeting of stockholders shall be held on the twentieth (20th) day of November in each year. If such day is a legal holiday, then the annual meeting shall be held on the next succeeding day that is not a legal holiday. If the annual meeting is not held on the day specified herein, then it shall be held on such other day as shall be designated by the board of directors and stated in the notice of the meeting. At the annual meeting the stockholders shall elect a board of directors by a plurality vote and shall transact such other business as may properly be brought before the meeting.

Section 5 of Article III. of the By-Laws hereby is amended in its entirety to read as follows:

Section 5. The first meeting of each newly elected board of directors shall be held immediately following and at the same place as the annual meeting of stockholders and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at such time and place, the meeting may be held at such other time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 7 Article III of the By-Laws hereby is amended in its entirety to read as follows:

Section 7. Special meetings of the board of directors may be called by the president on three (3) days notice to each director, either personally, or by mail, telegram, facsimile or similar transmission equipment. Special meetings also shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors; unless the board consists of only one (1) director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

FURTHER RESOLVED, that the following persons hereby are elected the directors of the Corporation, to hold office for the term provided in the By-Laws:

FURTHER RESOLVED, that all lawful actions taken by the directors since the last annual meeting of stockholders hereby are approved, ratified and confirmed.

The actions taken by this consent shall have the same force and effect as if taken by the undersigned at an annual meeting of the stockholders of the Corporation, duly called and constituted pursuant to the laws of the State of Delaware and the Corporations By-Laws.

IPM INC.

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B Y L A W S

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ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

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