**Exhibit 3(l)**

 

**RESOLVED, that the amendment to the firstsentence to paragraph 2.1 of the Revised By-Laws of the Corporation (reducingthe number of members of the Board from ten to nine, effective at the nextAnnual Meeting of Shareholders) adopted at the meeting of the Board held onMarch 2, 2004, be, and it hereby is, rescinded and of no further force andeffect; and it is**

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**RESOLVED, that the number of the members ofthe Board of Directors provided in paragraph 2.1 of the Revised By-Laws beincreased from ten to eleven, effective immediately; and it is further**

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**RESOLVED, that the number of members of theBoard of Directors provided under the Revised By-Laws of the Corporation shallbe amended to be reduced from eleven to ten, as provided in paragraph 2.1 ofthe Revised By-Laws of the Corporation, effective as of the election of themembers of the Board of Directors at the Company’s next Annual Meeting ofShareholders, currently scheduled to be held on May 5, 2004, or any adjournmentor postponement thereof.**

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**RESOLVED, that the following paragraph 2.1(A) be and it hereby is adopted as an amendment to the Revised By-Laws of theCorporation:**

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**“2.1 (A) Chairman,Vice Chairman, and Other Designations by the Directors.  The Board shall designate a Chairman of theBoard who will preside at all meetings of the Board and shareholders of theCorporation, and shall have such powers and duties as the Board assigns to suchperson.  Also, the Board may designate aVice Chairman of the Board, who will preside at all meetings of the Board andshareholders in the absence of the Chairman, and shall have such powers andduties as the Board or the Chairman assigns to such person from time totime.  The Board may make such otherdesignations of members of the Board as it may determine from time to time.”;and it is further**

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**RESOLVED, that the first sentence ofparagraph 2.5 of the Revised By-Laws of the Corporation be amended to read inits entirety as follows: “Special meetings of the Board may be called by thechairman of the Board, a vice chairman of the Board or the chief executiveofficer.”**

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**RESOLVED that the Revised By-Laws of theCorporation be amended to delete in its entirety paragraphs 4.6 (A), 4.6 (B),4.7 (A), 4.7 (B), 4.7 (C), and 4.7 (D) and of the Revised By-Laws; and it is**

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**RESOLVED, that the following paragraphs 4.1,4.6 and 4.7 be, and each of them hereby is, adopted as an amendment to theRevised By-Laws of the Corporation to read in their entirety, respectively, asfollows:**

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**4.1          Number;Security.  The executive officers ofthe corporation shall be the chief executive officer, president, divisionpresidents, one or more vice presidents, , a secretary and a treasurer, and anyother position which may be designated by the Board, in its discretion, as anexecutive office of the corporation. Any two or more offices may be held by the same person.  The Board may require any officer, agent oremployee to give security for the faithful performance of his duties.**

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**4.6          ChiefExecutive Officer.  Subject to thecontrol of the Board, the chief executive officer shall have such powers andduties as chief executive officers usually have or as the Board assigns tohim.  Unless otherwise specified by thechief executive officer or the Board, the other executive officers of the corporationshall report to the chief executive officer. In the absence of the Chairman and Vice Chairman of the Board, the chiefexecutive officer shall preside at all meetings of the Board and shareholders.**

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**4.7          President.  The Board shall elect a President.  In the event the President is not the sameas Chief Executive Officer, the President shall have such powers as shall beassigned to him by the Chief Executive Officer; and it is further**

 

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