RESTATED BYLAWS
                                OF
                       DAMES & MOORE GROUP



                            ARTICLE I
                             OFFICES

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

          Section 2.     Other Offices.  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.

                            ARTICLE II
                           STOCKHOLDERS

          Section 1.     General.  Any meeting of stockholders for any 
purpose may be held at such time and place, within or without the State 
of Delaware, as shall be stated in the notice of the meeting or in a duly 
executed waiver of notice thereof.  Any action required or permitted to be 
taken by the stockholders may be effected only at a duly noticed and called 
annual or special meeting of stockholders and may not be effected by 
consent in writing of such stockholders.

          Section 2.     Annual Meeting.  The annual meeting of stockholders
shall be held on such date as may be fixed by resolution of the Board of 
Directors at least ten days prior to the date so fixed, for the purpose of 
electing directors and for the transaction of such other business as may
properly come before the meeting.  Written notice of the annual meeting 
shall be given to each stockholder entitled to vote thereat not less than 
ten nor more than sixty days before the date of the meeting, except as 
otherwise provided herein or as required from time to time by the Delaware
General Corporation Law or the Corporation's Certificate of Incorporation.  

          Section 3.     Special Meetings.  Special meetings of stockholders,
for any purpose or purposes, unless otherwise provided in the Corporation's 
Certificate of Incorporation, may be called only (i) by the Chairman of 
the Board, (ii) the Board of Directors pursuant to a resolution adopted by 
a majority of directors then in office, or (iii) the holders of stock 
entitled to cast not less than 10 percent of the votes at the meeting.  
Written notice of a special meeting of the stockholders, stating the time, 
place and object thereof, shall be given to each stockholder entitled to 
vote thereat, not less than ten nor more than sixty days before the date 
fixed for the meeting, except as otherwise provided herein or as required 
from time to time by the Delaware General Corporation Law or the
Corporation's Certificate of Incorporation.

          Section 4.     List of Stockholders.  The officer who has charge 
of the stock ledger of the Corporation shall prepare and make, at least 
ten days before every meeting of stockholders, a complete list of the 
stockholders entitled to vote at the meeting, arranged in alphabetical 
order, and showing the address of and the number of shares registered in 
the name of each stockholder.  Such list shall be open to the examination 
of any stockholder, for any purpose germane to the meeting, during ordinary 
business hours, for a period of at least ten days prior to the meeting, 
either at a place within the city where the meeting is to be held, which 
place shall be specified in the notice of the meeting, or, if not so 
specified, at the place where the meeting is to be held, and the list shall 
be produced and kept at the time and place of the meeting during the whole 
time thereof, and shall be subject to the inspection of any stockholder who 
may be present.

          Section 5.     Quorum and Adjourned Meetings.  The holders of a 
majority of the stock issued and outstanding and entitled to vote thereat, 
present in person or represented by proxy, shall constitute a quorum at 
all meetings of the stockholders for the transaction of business except
as otherwise provided by the Certificate of Incorporation.  The Chairman 
of the meeting or a majority of the shares so represented may adjourn the 
meeting from time to time, whether or not there is a quorum.  No notice 
of the time and place of the adjourned meeting need be given except as 
required by law.  At such adjourned meeting at which a quorum shall be 
present or represented any business may be transacted which might have 
been transacted at the meeting as originally notified.  The stockholders 
present at a duly organized meeting may continue to transact business 
until adjournment, notwithstanding the withdrawal of enough stockholders 
to leave less than a quorum.

          Section 6.     Required Vote.  When a quorum is present at any 
meeting, the vote of the holders of a majority of the stock having voting 
power present in person or represented by proxy shall decide any question 
brought before such meeting, unless the question is one upon which by 
express provision of the Delaware General Corporation Law or of the 
Corporation's Certificate of Incorporation a different vote is required, 
in which case such express provision shall govern and control the decision 
of such question.  In addition, all elections of directors shall be 
determined by a plurality of the votes cast.

          Section 7.     Voting and Proxies.  Each stockholder shall at 
every meeting of the stockholders be entitled to one vote in person or by 
proxy for each share of the capital stock having voting power held by such 
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.  Notwithstanding the 
foregoing, at all elections of directors of the Corporation, each 
stockholder shall be entitled to as many votes as shall equal the
number of votes which (except for this provision for cumulative voting) he 
would be entitled to cast for the election of directors with respect to his 
shares of stock multiplied by the number of directors to be elected by him, 
and he may cast all of such votes for a single director or may distribute 
such votes for any two or more of such directors as he may see fit.

          Section 8.     Inspectors of Elections.  Prior to any meeting of 
stockholders, the Board of Directors or the Chairman of the Board may, and 
if required by applicable law shall, appoint one or more persons as 
inspectors for such meeting.  Such inspectors shall ascertain and report the
number of shares represented at the meeting based upon their determination 
of the validity and effect of proxies, count all votes, report the results 
and do such other acts as are proper to conduct the election and voting 
with impartiality and fairness to all stockholders.

          Section 9.     Conduct of Business.  Each stockholders' meeting 
shall be called to order and thereafter chaired by the Chairman of the 
Board if there then is one; or if not, or if the Chairman of the Board is 
absent or so requests, then by the Chief Executive Officer or the President. 
If all of the Chairman of the Board, the Chief Executive Officer and the 
President are unavailable, then the meeting shall be called to order and 
chaired by such other officer of the Corporation or such stockholder as 
may be appointed by the Board of Directors.  The Secretary (or in his absence 
an Assistant Secretary) of the Corporation shall act as Secretary of each 
stockholders' meeting.  If neither the Secretary nor an Assistant Secretary 
is in attendance, the Chairman of the meeting may appoint any person 
(whether a stockholder or not) to act as Secretary thereat.  After calling 
the meeting to order, the Chairman thereof may require the registration of 
all stockholders intending to vote in person, and the filing of all proxies 
with the election inspector or inspectors, if one or more has been appointed 
(or, if not, with the Secretary of the meeting).  After the announced time 
for such filing of proxies has ended, no further proxies or changes, 
substitutions or revocations of proxies shall be accepted.  The Chairman of 
the meeting shall, among other things, have absolute authority to determine 
the order of business to be conducted at such meeting and to establish 
rules for, and appoint personnel to assist in, preserving the orderly 
conduct of the business of the meeting (including any informal, or 
question and answer, portions thereof).  Any informational or other 
informal session of stockholders conducted under the auspices of the 
Corporation after the conclusion of, or otherwise in conjunction with, any 
formal business meeting of the stockholders shall be chaired by the same
person who chairs the formal meeting, and the foregoing authority on his or 
her part shall extend to the conduct of such informal session.

                           ARTICLE III
                        BOARD OF DIRECTORS

          Section 1.     Powers.  The business of the Corporation shall be 
managed by or under the direction of the Board of Directors.  In addition 
to the powers and authority expressly conferred upon them by the Delaware 
General Corporation Law or by the Corporation's Certificate of Incorporation 
or these Bylaws, the directors are empowered to exercise all such powers 
and do all such acts and things as may be exercised or done by the 
Corporation.

          Section 2.     Number and Term of Office.  The Board of Directors 
shall consist of not less than eight nor more than twelve directors, with 
the exact number of directors to be determined from time to time by 
resolution adopted by the affirmative vote of a majority of the directors 
then in office.  Directors shall be elected at each annual meeting of 
stockholders, and the term of each director shall expire on the date of 
the next such annual meeting.  Notwithstanding the foregoing, each director 
shall hold office until his or her successor shall have been duly elected and
qualified or until such director's earlier death, resignation or removal.  
Directors need not be stockholders.

          Section 3.     Conduct of Business.  Each meeting of the Board of 
Directors shall be called to order and thereafter chaired by the Chairman 
of the Board if there is one; or if not, or if the Chairman of the Board 
is unavailable or so requests, by another director selected by the Board.  

          Section 4.     Removal.  Subject to the rights of the holders of 
any class or series of Preferred Stock then outstanding, any director, or 
the entire Board of Directors, may be removed from office at any time, 
with or without cause, but only by the affirmative vote of the holders of a
majority of the voting power of all of the then-outstanding shares of 
capital stock of the Corporation entitled to vote generally in the election 
of directors, provided that, if less than the entire Board is to be 
removed, no director may be removed without cause if the votes cast against 
his removal would be sufficient to elect him if then cumulatively voted at 
an election of the entire Board of Directors.

          Section 5.     Vacancies and Newly Created Directorships.  Subject 
to the rights of the holders of any class or series of Preferred Stock and 
to the requirements of law, newly created directorships resulting from any 
increase in the authorized number of directors or any vacancies resulting 
from death, resignation, retirement, disqualification, removal from office 
or other cause may be filled only by a majority vote of the directors 
then in office, though less than a quorum, and directors so chosen shall 
hold office for a term expiring at the next annual meeting of stockholders
and until such directors' successors shall have been duly elected and 
qualified.

          Section 6.     Regular and Special Meetings.  The Board of 
Directors may hold meetings, both regular and special, either within or 
without the State of Delaware, and each such meeting shall be held at such 
place or places as shall be determined from time to time by the Board
of Directors.  Regular meetings of the Board of Directors may be fixed by 
resolution of the Board of Directors; further notice of each regular 
meeting shall not be required.  Special meetings of the Board of Directors 
may be called by the Chairman of the Board, the Chief Executive Officer or any
two or more directors on at least forty-eight hours' notice to each director.

          Section 7.     Quorum and Manner of Acting.  Except as may be 
otherwise specifically provided by the Delaware General Corporation Law, 
the Certificate of Incorporation or these Bylaws, at all meetings of the 
Board of Directors a majority of the directors then in office shall
constitute a quorum for the transaction of business and the act of a 
majority of the directors present at any meeting at which there is a 
quorum shall be the act of the Board of Directors.   If a quorum shall 
not be present at any meeting of the Board of Directors, the directors 
present thereat may adjourn the meeting from time to time, without notice 
other than announcement at the meeting, until a quorum shall be present.

          Section 8.     Action by Written Consent.  Unless otherwise 
restricted by the Certificate of Incorporation, any action required or 
permitted to be taken at any meeting of the Board of Directors or of any 
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board of Directors 
or of such committee, as the case may be, and such written consent is filed 
with the minutes of proceedings of the Board or committee.

          Section 9.     Telephonic Meetings.  Unless otherwise provided by 
the Certificate of Incorporation, members of the Board of Directors, or 
any committee designated by the Board of Directors, may participate in a 
meeting of the Board or such committee by means of a conference telephone 
or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation in a 
meeting pursuant to this Section shall constitute presence in person at 
such meeting.

          Section 10.    Committees of Directors.  The Board of Directors 
may, by resolution passed by a majority of the directors then in office, 
designate one or more committees, each committee to consist of two or more 
of the directors of the Corporation, which, to the extent provided in the 
resolution and otherwise permitted by law, shall have and may exercise the 
powers of the Board of Directors in the management of the business and 
affairs of the Corporation and may authorize the seal of the Corporation 
to be affixed to all papers which may require it.  Such committee or 
committees shall have such name or names as may be determined from time to 
time by resolution adopted by the Board of Directors.  Each committee shall 
keep regular minutes of its meetings and report the same to the Board of 
Directors when required.  Unless the Board of Directors otherwise provides, 
each committee designated by the Board may make, alter and repeal rules 
for the conduct of its business.  In the absence of such rules, each 
committee shall conduct its business in the same manner as the Board of 
Directors conducts its business pursuant to this Article III.

          Section 11.    Compensation of Directors.  The directors may be 
paid their expenses, if any, of attendance at each meeting of the Board of 
Directors and may be paid a fixed sum for attendance at each meeting of the 
Board of Directors or a stated salary as directors.  No such payment shall 
preclude any director from serving the Corporation in any other capacity 
and receiving compensation therefor.  Members of special or standing 
committees may be allowed like compensation for attending committee meetings.

                            ARTICLE IV
                             OFFICERS

          Section 1.     Principal Officers; Election; Term of Office; 
Removal; Vacancies.  The Board of Directors shall elect a Chairman of the 
Board, a Chief Executive Officer, a President, a Chief Operating Officer, 
a Chief Financial Officer, a Secretary and such Vice Presidents and other
officers as it may deem necessary or appropriate.  Each such officer shall 
hold office until his successor is elected and qualified or until his 
earlier death, resignation or removal.  The Board of Directors may remove 
any officer with or without cause at any time, but such removal shall be
without prejudice to the contractual rights of such officer, if any, with 
the Corporation.  Any number of offices may be held by the same person.  
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board of Directors.

          Section 2.     Powers and Duties of Officers.  The officers of 
the Corporation shall have such powers and duties in the management of the 
Corporation as may be prescribed by the Board of Directors and, to the 
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors.   

                            ARTICLE V
                              STOCK

          Section 1.     Certificates.  Every holder of stock in the 
Corporation shall be entitled to have a certificate signed in the name of 
the Corporation by the Chief Executive Officer, the President or a Vice 
President and the Treasurer or an assistant treasurer, or the Secretary or an
assistant secretary of the Corporation, certifying the number of shares 
owned by him in the Corporation.  Any or all the signatures on the 
certificate, including the signatures of the corporate officers, the 
transfer agent and/or the registrar, may be a facsimile.  In case any 
officer, transfer agent or registrar who has signed or whose facsimile 
signature has been placed upon a certificate shall have ceased to be such 
officer, transfer agent or registrar before such certificate is issued, it 
may be issued by the Corporation with the same effect as if such person 
were such officer, transfer agent or registrar at the date of issue.

          Section 2.     Lost or Destroyed Certificates.  The Board of 
Directors may direct a new certificate or certificates to be issued in 
place of any certificate or certificates theretofore issued by the 
Corporation alleged to have been lost or destroyed, upon the making of an 
affidavit of that fact by the person claiming the certificate of stock to 
be lost or destroyed.  When authorizing such issue of a new certificate or 
certificates, the Board of Directors may, in its discretion and as a 
condition precedent to the issuance thereof, require the owner of such 
lost or destroyed certificate or certificates, or his legal representative, 
to advertise the same in such manner as it shall require and/or to give the 
Corporation a bond in such sum as it may direct as indemnity against any 
claim that may be made against the Corporation with respect to the 
certificate alleged to have been lost or destroyed.

          Section 3.     Transfers of Stock.  Upon surrender to the 
Corporation or the transfer agent of the Corporation of a certificate for 
shares duly endorsed or accompanied by proper evidence of succession, 
assignment or authority to transfer, it shall be the duty of the Corporation 
to issue a new certificate to the person entitled thereto, cancel the old 
certificate and record the transaction upon its books.

          Section 4.     Record Date.  For the purpose of determining the 
stockholders who shall exclusively, notwithstanding any subsequent stock 
transfers, be entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, or entitled to receive payment of 
any dividend or disbursement or allotment of any rights, or entitled to 
exercise any rights in respect of any change, conversion or exchange of 
stock, or for the purpose of any other lawful action, the Board of Directors 
may fix, in advance, a record date, which shall not be more than sixty 
days nor less than ten days before the date of such meeting, nor more than 
sixty days prior to any other action.

          Section 5.     Registered Stockholders.  The Corporation shall be 
entitled to recognize the exclusive right of a person registered on its 
books as the owner of shares to receive dividends, and to vote as such 
owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize 
any equitable or other claim to or interest in such share or shares on the 
part of any other person, whether or not it shall have express or other 
notice thereof, except as otherwise provided by the Delaware General 
Corporation Law.

                            ARTICLE VI
                         INDEMNIFICATION

          Section 1.     Right to Indemnification.  Each person who was or 
is made a party to or is threatened to be made a party to or is involuntarily 
involved in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative (a "Proceeding"), by reason of the fact 
that he is or was a director or officer of the Corporation, or is or was 
serving (during his tenure as a director and/or officer) at the request of 
the Corporation as a director, officer, employee or agent of another 
corporation or of a partnership, joint venture, trust or other enterprise, 
whether the basis of such Proceeding is an alleged action or inaction in 
an official capacity as a director or officer or in any other capacity 
while serving as a director or officer, shall be indemnified and held 
harmless by the Corporation to the fullest extent authorized by the 
Delaware General Corporation Law (or other applicable law), as the same 
exists or may hereafter be amended, against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or 
penalties and amounts paid or to be paid in settlement) reasonably 
incurred or suffered by such person in connection with such Proceeding.  
Such director or officer shall have the right to be paid by the Corporation 
for expenses incurred in defending any such Proceeding in advance of its 
final disposition, provided, however, that, if the Delaware General 
Corporation Law (or other applicable law) requires, the payment of such
expenses in advance of the final disposition of any such Proceeding shall 
be made only upon receipt by the Corporation of an undertaking by or on 
behalf of such director or officer to repay all amounts so advanced if it 
should be determined ultimately that he is not entitled to be indemnified 
under this Article VI or otherwise.

          Section 2.     Right of Claimant to Bring Suit.  If a claim under 
Section 1 of this Article VI is not paid in full by the Corporation within 
ninety days after a written claim has been received by the Corporation, 
the claimant may at any time thereafter bring suit against the Corporation 
to recover the unpaid amount of the claim, together with interest thereon, 
and, if successful in whole or in part, the claimant shall also be entitled 
to be paid the expense of prosecuting such claim, including reasonable 
attorneys' fees incurred in connection therewith.  It shall be a defense
to any such action (other than an action brought to enforce a claim for 
expenses incurred in defending any Proceeding in advance of its final 
disposition where the required undertaking, it any is required, has been 
tendered to the Corporation) that the claimant has not met the standards 
of conduct which make it permissible under the Delaware General Corporation 
Law (or other applicable law) for the Corporation to indemnify the claimant 
for the amount claimed, but the burden of proving such defense shall be on 
the Corporation.  

          Section 3.     Non-Exclusivity of Rights.  The rights conferred 
by this Article VI shall not be exclusive of any other right which any 
director, officer, representative, employee or other agent may have or 
hereafter acquire under the Delaware General Corporation Law or any other
statute, or any provision contained in the Certificate of Incorporation or 
these Bylaws, or any agreement or pursuant to a vote of stockholders or 
disinterested directors, or otherwise.

          Section 4.     Insurance and Trust Fund.  In furtherance and not 
in limitation of the powers conferred by the Delaware General Corporation 
Law, (a) the Corporation may purchase and maintain insurance on behalf of 
any person who is or was a director, officer, employee or agent of the 
Corporation, or is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against any liability asserted 
against him and incurred by him in any such capacity, or arising out of his 
status as such, whether or not the Corporation would have the power to 
indemnify him against such liability under the provisions of law, and 
(b) the Corporation any create a trust fund, grant a security interest
and/or use other means (including, without limitation, letters of credit, 
surety bonds and/or other similar arrangements), as well as enter into 
contracts providing indemnification to the fullest extent permitted by law 
and including as part thereof provisions with respect to any or all of the 
foregoing, to ensure the payment of such amounts as may become necessary to 
effect indemnification as provided therein or elsewhere.

          Section 5.     Indemnification of Employees and Agents of the 
Corporation.  The Corporation may, to the extent authorized from time to 
time by the Board of Directors, grant rights to indemnification, including 
the right to be paid by the Corporation the expenses incurred in defending 
any Proceeding in advance of its final disposition, to any employee or 
agent of the Corporation to the fullest extent permitted by law.

          Section 6.     Amendment or Repeal.  Any repeal or amendment of 
any of the foregoing provisions of this Article VI shall not adversely 
affect any right or protection hereunder of any person with respect to any 
act or omission occurring prior to the time of such repeal or amendment.

                           ARTICLE VII
                     MISCELLANEOUS PROVISIONS

          Section 1.     Dividends.  Dividends upon the capital stock of 
the Corporation, subject to the provisions of the Certificate of 
Incorporation, if any, may be declared by the Board of Directors at any 
regular or special meeting, pursuant to law.  Dividends may be paid in cash, 
in property, or in shares of the capital stock, subject to the provisions 
of the Certificate of Incorporation.  Before payment of any dividend, 
there may be set aside out of any funds of the Corporation available
for dividends such sum or sums as the directors from time to time, in 
their absolute discretion, think proper as a reserve or reserves to meet 
contingencies, or for equalizing dividends, or for repairing or maintaining 
any property of the Corporation, or for such other purpose as the directors 
shall think conducive to the interest of the Corporation, and the directors 
may modify or abolish any such reserve in the manner in which it was created.

          Section 2.     Checks.  All checks or demands for money and 
notes of the Corporation shall be signed by such officer or officers or 
such other person or persons as the Board of Directors may from time to 
time designate.

          Section 3.     Fiscal Year.  The fiscal year of the Corporation 
shall be fixed by resolution of the Board of Directors.

          Section 4.     Seal.  The corporate seal shall have inscribed 
thereon the name of the Corporation, the year of its organization and 
shall otherwise be in the form determined by the Board of Directors.  The 
seal may be used by causing it or a facsimile thereof to be impressed or 
affixed or reproduced or otherwise.

          Section 5.     Notices.  Except as otherwise specifically 
provided herein or required by law, all notices required to be given to 
any stockholder, director, officer, employee or agent shall be in writing 
and may in every instance be effectively given (a) by hand delivery to the 
recipient thereof, (b) by sending the notice by prepaid telegram, mailgram 
or facsimile transmission, or (c) by depositing the notice in the mails, 
postage paid.  Any such notice shall be addressed to such stockholder, 
director, officer, employee or agent at his last known address as the same 
appears on the books of the Corporation.  Any such notice shall be deemed 
to have been duly delivered to and received by such stockholder, director, 
officer, employee or agent on the following date:  (a) in the case of a 
notice which is hand delivered, on the date when the notice is actually 
delivered to the recipient's address; (b) in the case of a notice which 
is sent by telegram, mailgram or facsimile transmission, on the date when 
the notice is actually delivered to the recipient's address; and (c) in
the case of a notice which is sent by mail, on the fourth day after the 
notice is deposited in the mails if the recipient's address is in the same 
country as the country in which the notice is deposited in the mails, or 
on the tenth day after the notice is deposited in the mails if the 
recipient's address is in a foreign country.  A written waiver of any 
notice, signed by a stockholder, director, officer, employee or agent, 
whether before or after the time of the event for which notice is to be 
given, shall be deemed equivalent to the notice required to be given to 
such stockholder, director, officer, employee or agent.  Neither the business
nor the purpose of any meeting need be specified in such a waiver.  Attendance
of a person at a meeting shall constitute a waiver of notice of such 
meeting, except when the person attends a meeting for the express purpose 
of objecting, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened.

          Section 6.     Stock in Other Corporations.  The Board of 
Directors may authorize any person, on behalf of the Corporation, to 
attend, vote and grant proxies to be used at any meeting of stockholders 
of any other corporation in which the Corporation may hold stock.

          Section 7.     Engineering Decisions.  To the extent that the 
Corporation engages in the practice of engineering in a state where it has 
designated a person or persons to be in charge of the Corporation's 
engineering decisions in that state, all engineering decisions pertaining to 
the Corporation's engineering activities in that state will be made by 
those designated persons.

                           ARTICLE VIII
                            AMENDMENTS

          The Board of Directors shall have concurrent power with the 
stockholders to adopt, amend or repeal these Bylaws; provided, however, 
that no provision of these Bylaws may be adopted, amended or repealed if 
the effect thereof would be to modify or permit the circumvention of any
provision of the Corporation's Certificate of Incorporation.  Any adoption, 
amendment or repeal of these Bylaws by the Board of Directors shall require 
the approval of a majority of the directors then in office.  In addition 
to any affirmative vote of the holders of any particular class or series of the
capital stock of the Corporation that may be required by law or otherwise, 
any adoption, amendment or repeal of any provision of these Bylaws by the 
stockholders shall require the affirmative vote of the holders of a majority 
of the total voting power of the then-outstanding securities of the
Corporation that are entitled to vote generally in the election of 
directors, voting together as a single class.