PAGE

ARTICLE I

CORPORATE OFFICES

1

1.1

PRINCIPAL OFFICE

1

1.2

OTHER OFFICES

1

ARTICLE II

MEETINGS OF SHAREHOLDERS

1

2.1

PLACE OF MEETINGS

1

2.2

ANNUAL MEETING

1

2.3

SPECIAL MEETING

1

2.4

NOTICE OF SHAREHOLDERS MEETINGS

2

2.5

MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

2

2.6

QUORUM

3

2.7

ADJOURNED MEETING; NOTICE

3

2.8

VOTING

4

2.9

VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

4

2.10

SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

5

2.11

RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING CONSENTS

6

2.12

PROXIES

7

2.13

INSPECTORS OF ELECTION

7

ARTICLE III

DIRECTORS

8

3.1

POWERS

8

3.2

NUMBER OF DIRECTORS

8

3.3

ELECTION AND TERM OF OFFICE OF DIRECTORS

8

3.4

RESIGNATION AND VACANCIES

9

3.5

PLACE OF MEETINGS; MEETINGS BY TELEPHONE

9

3.6

REGULAR MEETINGS

9

3.7

SPECIAL MEETINGS; NOTICE

9

3.8

QUORUM

10

3.9

WAIVER OF NOTICE

10

3.10

ADJOURNMENT

10

3.11

NOTICE OF ADJOURNMENT

10

PAGE

3.12

BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

11