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2. Authority is hereby vested in the Board of Directors from time to time to authorizethe issuance of one or more series of preferred stock and, in connection with the creation of suchseries, to fix by resolution or resolutions providing for the issuance of shares thereof thecharacteristics of each such series including, without limitation, the following:(a) the maximum number of shares to constitute such series, which maysubsequently be increased or decreased (but not below the number of shares ofthat series then outstanding) by resolution of the Board of Directors, thedistinctive designation thereof and the stated value thereof if different thanthe par value thereof;(b) whether the shares of such series shall have voting powers, full orlimited, together with any other series of preferred stock or common stock, oras a separate class, or no voting powers, and if any, the terms of such votingpowers;(c) the dividend rate, if any, on the shares of such series, theconditions and dates upon which such dividends shall be payable, the preferenceor relation which such dividends shall bear to the dividends payable on anyother class or classes or on any other series of capital stock and whether suchdividend shall be cumulative or noncumulative;(d) whether the shares of such series shall be subject to redemption bythe Corporation, and, if made subject to redemption, the times, prices andother terms, limitations, restrictions or conditions of such redemption;(e) the relative amounts, and the relative rights or preference, ifany, of payment in respect of shares of such series, which the holders ofshares of such series shall be entitled to receive upon the liquidation,dissolution or winding-up of the Corporation;(f) whether or not the shares of such series shall be subject to theoperation of a retirement or sinking fund and, if so, the extent to and mannerin which any such retirement or sinking fund shall be applied to the purchaseor redemption of the shares of such series for retirement or to othercorporation purposes and the terms and provisions relative to the operationthereof;(g) whether or not the shares of such series shall be convertible into,or exchangeable for, shares of any other class, classes or series, or othersecurities, whether or not issued by the Corporation, and if so convertible orexchangeable, the price or prices or the rate or rates of conversion orexchange and the method, if any, of adjusting same;
 
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(h) the limitations and restrictions, if any, to be effective while anyshares of such series are outstanding upon the payment of dividends or themaking of other distributions on, and upon the purchase, redemption or otheracquisition by the Corporation of, the Common Stock (as defined below) or anyother class or classes of stock of the Corporation ranking junior to the sharesof such series either as to dividends or upon liquidation, dissolution orwinding-up;(i) the conditions or restrictions, if any, upon the creation ofindebtedness of the Corporation or upon the issuance of any additional stock(including additional shares of such series or of any other series or of anyother class) ranking on a parity with or prior to the shares of such series asto dividends or distributions of assets upon liquidation, dissolution orwinding-up; and(j) any other preference and relative, participating, optional or otherspecial rights, and the qualifications, limitations or restrictions thereof, asshall not be inconsistent with law, this Article Fourth or any resolution ofthe Board of Directors pursuant hereto.B. Common Stock1. The common stock of the Corporation may be issued from time to time in any numberof shares, provided that the aggregate number of shares issued and not cancelled shall not exceedthe total number of shares of common stock hereinabove authorized (“Common Stock”).2. Unless expressly provided by the Board of Directors of the Corporation in fixingthe voting rights of any series of Preferred Stock, the holders of the outstanding shares of CommonStock shall exclusively possess all voting power for the election of directors and for all otherpurposes, each holder of record of shares of Common Stock being entitled to one vote for each shareof such stock standing in his name on the books of the Corporation.3. Subject to the prior rights of the holders of Preferred Stock no or hereaftergranted pursuant to Article Fourth, the holders of Common Stock shall be entitled to receive, whenand as declared by the Board of Directors, out of funds legally available for that purpose,dividends payable either in cash, stock or otherwise.4. In the event of any liquidation, dissolution or winding-up of the Corporation,either voluntary or involuntary, after payment shall be made in full to the holders of PreferredStock or any amounts to which they may be entitled, the holders of Common stock shall be entitledto the exclusion of the holders of Preferred Stock of any and all series to share, ratablyaccording to the number of shares of Common Stock held by them, in all remaining assets of theCorporation available for distribution to its stockholders.
 
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FIFTH: The name and mailing address of the sole incorporator is as follows:   Name Mailing Address   Robert B. Smith Wilson & Smith