Exhibit 3.1


                                 Bylaw Amendment

The  following  Section  14 was  added to  Article  II of the  Company's  bylaws
pursuant to resolutions adopted by the Board of Directors on November 5, 2003:

Section 14.       Nominations and Business at Meetings:

         At any annual meeting of  shareholders,  only persons who are nominated
in accordance with the procedures set forth in this Section 14 shall be eligible
for election as  Directors,  and only  business  which is proposed in accordance
with the  procedures set forth in this Section 14 shall be considered for action
by  shareholders.  Nominations of persons for election to the Board of Directors
of the Company may be made (i) by or at the  direction of the Board of Directors
or (ii) by any  shareholder  of the Company  entitled to vote at the meeting who
complies  with the notice and other  procedures  set forth in this  Section  14.
Business to be considered at a meeting of shareholders may be proposed (i) by or
at the  direction of the Board of Directors  or (ii) by any  shareholder  of the
Company  entitled to vote at the meeting who complies  with the notice and other
procedures set forth in this Section 14. Such nominations or business proposals,
other than those made by or at the direction of the Board of Directors, shall be
made  pursuant to timely  notice in writing to the  Secretary of the Company and
such  business  proposals  must,  under  applicable  law, be a proper matter for
shareholder  action. To be timely, a shareholder's  notice shall be delivered to
or mailed and  received at the  principal  executive  offices of the Company not
less than 120 days nor more than 150 days in  advance  of the date  which is the
anniversary of the date the Company's  proxy  statement was released to security
holders in connection with the previous year's annual meeting;  provided,  that,
if the  Company  did not hold such  previous  year's  annual  meeting  or if the
anniversary  date of the current  year's annual meeting has been changed by more
than 30 days from the date of the  previous  year's  annual  meeting,  then such
shareholder's  notice shall be so delivered or mailed and received not less than
30 days in advance of the anticipated date of mailing (as publicly  announced by
the Company) of the Company's  proxy  statement  for the next annual  meeting of
stockholders.

         Such  shareholder's  notice  shall set forth (a) as to each person whom
such shareholder  proposes to nominate for election or reelection as a Director,
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including such person's written consent to serving as a Director if
elected);  (b) as to any other business that the  shareholder  proposes to bring
before the meeting,  a brief  description of the business  desired to be brought
before the annual  meeting,  the reasons  for  conducting  such  business at the
annual  meeting and any material  interest in such  business of the  shareholder
making such proposal or such other person on whose behalf such proposal is made;
and (c) as to the  shareholder  giving the notice and the beneficial  owner,  if
any,  on whose  behalf the  nomination  or  proposal  is made,  (i) the name and
address of such shareholder, as they appear on the Company's books, and the name
and address of the beneficial  owner,  if any, on whose behalf the nomination or


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proposal is made,  and (ii) the class and number of shares of the Company  which
are owned by such shareholder or person,  either  beneficially or of record.  No
person  shall be  eligible  for  election  as a Director  of the  Company and no
business  shall be  conducted  at the  annual  meeting  of  shareholders  unless
nominated  or  proposed  in  accordance  with the  procedures  set forth in this
Section 14.

         Except as may otherwise be required by applicable  law,  nothing herein
shall  obligate  the Company to include in the  Company's  proxy  statement  any
nominee  for  Director  nominated  by a  shareholder  or any  other  shareholder
proposal. In addition, nothing herein shall require the Company to submit to the
shareholders  any  proposal  which is  otherwise  excludable  or improper  under
applicable law. The Chairman of the meeting may, if the facts warrant, determine
and  declare  to the  meeting  that a  nomination  or  proposal  was not made in
accordance  with the  provisions  of this Section 14 and, if he or she should so
determine,  he or  she  shall  so  declare  to the  meeting  and  the  defective
nomination or proposal shall be disregarded.














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