Exhibit 3.2


                               BALCHEM CORPORATION

                                     BY-LAWS

                                    ARTICLE I
                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal office of the corporation in
                    ----------------
the State of Maryland shall be located at the 20th Floor, 10 Light Street,
Baltimore, Maryland 21202.

         Section 2. OTHER OFFICES. The corporation may have offices at such
                    -------------
other places within or without the State of Maryland as the Board of Directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         Section 1. PLACE. All meetings of shareholders shall be held at the
                    -----
principal office of the corporation, or at such other place within the United
States as shall be stated in the notice of the meeting.

         Section 2. ANNUAL MEETING. The annual meeting of the shareholders shall
                    --------------
be held on such day in June in each year as the Board of Directors may fix for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday, such meeting shall be held at the same time on the next
succeeding business day.

         Section 3. SPECIAL MEETING. The president or Board of Directors may
                    ---------------
call special meetings of the shareholders during the interval between annual
meetings. Special meetings of shareholders shall also be called by the secretary
upon the written request of the holders of shares entitled to cast not less than
25% of all of the votes entitled to be cast at such meeting. Such request shall
state the purpose or purposes of such meeting and the matters proposed to be
acted on thereat. The secretary shall inform the shareholders making such
request of the reasonably estimated cost of preparing and mailing such notice of
the meeting, and upon payment to the corporation of such costs by the
shareholders, the secretary shall give notice stating the purpose or purposes of
the meeting to all shareholders entitled to vote at such meeting. No special
meeting need be called upon the request of the holders of shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is, in the opinion of the Board of Directors or of the
Executive Committee, if there is one in being, substantially the same as a
matter voted upon at any special meeting of the shareholders held during the
preceding twelve months.

<PAGE>

         Section 4. NOTICE. Not less than ten (10) nor more than ninety (90)
                    ------
days before the date of every shareholders meeting, the secretary shall give to
each shareholder who may be entitled to vote at such meeting, and to each
shareholder not entitled to vote who is entitled by statute to notice, written
or printed notice stating the time and place of the meeting, and, in the case of
a special meeting, or as otherwise may be required by statute, the purpose or
purposes for which the meeting is called either by mail or by presenting it to
him personally or by leaving it at his residence or usual place of business. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder at his post office address as it
appears on the records of the corporation, with postage thereon prepaid.

         Section 5. SCOPE OF NOTICE. No business shall be transacted at any
                    ---------------
special meeting of shareholders except that specifically designated in the
notice. Any business of the corporation may be transacted at the annual meeting
without being specifically designated in the notice, except such business as is
required by statute to be stated in such notice.

         Section 6. QUORUM. At any meeting of shareholders the presence in
                    ------
person or by proxy of shareholders entitled to cast a majority of the votes
thereat shall constitute a quorum; but this section shall not affect any
statutory or charter requirement for the vote necessary for the adoption of any
measure. If, however, such quorum shall not be present at any such meeting of
shareholders, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until such quorum shall be present. At
such adjourned meeting at which a quorum shall been present, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

         Section 7. VOTING. A majority of the votes cast at a meeting of
                    ------
shareholders duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless another method or number of votes is required by statute or by
the charter of the corporation. Unless otherwise provided in these By-Laws or in
the charter of the corporation, each outstanding voting share shall be entitled
to one vote upon each matter submitted to vote at a meeting of shareholders.

         Section 8. PROXIES. At all meetings of shareholders a shareholder may
                    -------
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
                    -----------------------------------
name of another corporation, domestic or foreign, when entitled to be voted, may
be voted by the president or vice president or by proxy appointed by the
president or a vice president of such other corporation, unless some other
person who has been appointed to vote such shares pursuant to a by-law or a
resolution of the Board of Directors of such other corporation presents a
certified copy of such by-law or resolution, in which case such person may vote
such shares.

<PAGE>

Any fiduciary may vote shares standing in his name as such fiduciary, either in
person or by proxy.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted by a committee
consisting of all the directors of the corporation who shall vote all the shares
in proportion to the vote of the directors, except in an election of directors,
when all such shares shall be divided into an equal number of parts, which
number of parts shall correspond to the number of directors being elected, and a
part shall be voted for each director proposed by immediate past management, and
shall be counted in determining the total number of outstanding shares at any
given time.

         Section 10. INSPECTORS. At any meeting of shareholders the chairman of
                     ----------
the meeting may, or upon request of any shareholder 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 and report
the results and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the
report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         Section 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
                     -------------------------------
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing setting forth the action to be taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

         Section 12. VOTING BY BALLOT. Voting on any question or in any election
                     ----------------
may be viva voce unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.

                                  ARTICLE III
                                    DIRECTORS

         Section 1. GENERAL POWERS. The business and affairs of the corporation
                    --------------
shall be managed by its Board of Directors.

         Section 2. NUMBER, CLASSIFICATION, TENURE, AND QUALIFICATIONS. The
                    --------------------------------------------------
number of directors of the Corporation shall be seven (7), and, effective
immediately prior to the election of directors at the Year 2008 annual meeting
of shareholders, shall be reduced to six (6). The Board of Directors are divided
into three classes, Class 1, Class 2, and Class 3, who have staggered three year
terms. Class 1 shall consist of two

<PAGE>

(2) directors, Class 2 shall consist of two (2) directors and Class 3 and shall
consist of three (3) directors, but, effective immediately prior to election of
directors at said Year 2008 annual meeting of shareholders, Class 3 shall be
reduced to two (2) directors. The term of office of each class of directors
shall expire at the third succeeding annual meeting of shareholders following
their election.

         Section 3. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board
                    ---------------------------
of Directors shall be held immediately after and at the same place as the annual
meeting of shareholders, no notice other than this by-law being necessary. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Maryland, for the holding of regular meetings of the
Board of Directors without other notice than such resolution.

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
                    ----------------
may be called by or at the request of the president or by a majority of the
directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Maryland, as the place for holding any special meeting of the Board
of Directors called by them.

         Section 5. NOTICE. Notice of any special meeting shall be given by
                    ------
written notice delivered personally, telegraphed or mailed to each director at
his business or residence address. Personally delivered or telegram notices
shall be given at least two (2) days prior to the meeting. Notice by mail shall
be given at least five (5) days prior the meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail properly
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Board of Directors need be
specified in the notice, unless specifically required by statute.

         Section 6. QUORUM. A majority of directors then in office shall
                    ------
constitute a quorum for transaction of business at any meeting of the Board of
Directors, but in no event should less than one-third of the entire authorized
Board of Directors or less than two directors be considered a quorum.

         Section 7. VOTING. The act of a majority of the directors present at a
                    ------
duly constituted meeting shall be the act of the Board of Directors.

         Section 8. VACANCIES. Any vacancy occurring in the Board of Directors
                    ---------
by reason of the death, disability or resignation of any director may be filled
by a majority of the remaining members of the Board of Directors although such
majority is less than a quorum, as provided in the charter. A director elected
by the Board of Directors to fill a vacancy shall be elected to hold office
until the next Annual Meeting of Stockholders or until his successor is elected
and qualifies.

         Section 9. INFORMAL ACTION BY DIRECTORS. Any action required to be
                    ----------------------------
taken at a meeting of the Board of Directors, or any other action which may be
taken at a meeting of the Board of Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be signed by all
of the directors.

<PAGE>

         Section 10. COMPENSATION. By resolution of the Board of Directors a
                     ------------
fixed annual stipend may be paid to each director, or in lieu thereof a fixed
annual sum may be allowed to directors for the attendance at such annual,
regular and special meetings of the Board of Directors or any executive
committee meeting thereof, and in addition expenses, if any, shall be allowed to
directors for attendance at such annual, regular and special meetings of the
Board of Directors, or of any executive committee thereof; but nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

         Section 11. REMOVAL OF DIRECTORS. A director or directors may be
                     --------------------
removed from office with or without cause by an affirmative vote of a majority
of all of the votes of shareholders entitled to be cast for the election of
directors and any resulting vacancy for the unexpired term of the removed
director shall be filled by action of the shareholders.

         Section 12. DIRECTOR EMERITUS. The Board of Directors may, with the
                     -----------------
consent of the person designated, designate a person who has theretofore served
as a director for at least ten years, as a director emeritus, to hold such title
at the pleasure of the Board of Directors. A director emeritus shall have the
right, while holding such designation, to be present at meetings of the Board of
Directors, but without any right of vote or consent, and shall be paid expenses
of attendance and an attendance fee equal to that which is paid to a director.

                                   ARTICLE IV
                                   COMMITTEES

         NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint
from among its members an Executive Committee and other committees composed of
three or more directors; such committee or committees to serve at the pleasure
of the Board of Directors.

                                   ARTICLE V
                                    OFFICERS

         Section 1. POWERS AND DUTIES. The officers of the corporation shall be
                    -----------------
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided. Election or appointment of an officer or agent shall not
of itself create contract rights between the corporation and such officer or
agent.

         Section 2. REMOVAL. Any officer or agent elected or appointed by the
                    -------
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interest of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

<PAGE>

         Section 3. VACANCIES. A vacancy in any office because of death,
                    ---------
resignation, removal, disqualification, creation of a new office or otherwise,
may be filled by the Board of Directors for the unexpired portion of the term.

         Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
                    ----------------------------------
Board of Directors shall be selected from among the directors and shall preside
at all meetings of the Board of Directors.

         Section 4A. PRESIDENT. The president shall be the principal executive
                     ---------
officer of the corporation and shall in general supervise and control all of the
business and affairs of the corporation to the extent actually authorized by
resolution of the Board of Directors. He shall preside at all meetings of the
shareholders. The president shall be selected from among the directors. He may
sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors pursuant to these By-Laws, any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these By-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time. The president shall be
ex officio a member of all committees that may, from time to time, be
constituted by the Board of Directors.

         Section 5. VICE PRESIDENTS. In the absence of the president or in the
                    ---------------
event of his death, inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the president; and shall perform such other duties as from
time to time may be assigned to him by the Board of Directors.

         Section 6. SECRETARY. The secretary shall:(a) keep the minutes of the
                    ---------
shareholders and Board of Directors meetings in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
have general charge of the stock transfer books of the corporation; (f) in
general perform all duties as from time to time may be assigned to him by the
Board of Directors.

         Section 7. TREASURER. The treasurer shall have custody of the corporate
                    ---------
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositaries as may be designated by the Board of Directors.

<PAGE>

         He shall disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
president and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as treasurer and of the
financial condition of the corporation.

         Section 8. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
                    ----------------------------------------------
assistant treasurers shall, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The assistant treasurers and
assistant secretaries, in general, shall perform such duties as shall be
assigned to them by the treasurer or secretary, respectively, or by the
president or the Board of Directors.

         Section 9. ANNUAL REPORT. The president or other officer of the
                    -------------
corporation shall prepare or cause to be prepared annually a full and statement
of the affairs of the corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which shall be submitted
at the annual meeting of shareholders and filed within twenty (20) days
thereafter at the principal office of the corporation in the State of Maryland.

         Section 10. SALARIES. The salaries of the officers shall be fixed from
                     --------
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

         Section 11. GIVING OF BOND. If required by the Board of Directors, any
                     --------------
officer or other party shall give the corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of his duties and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from his
office or other position, all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
corporation.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. CONTRACTS. The Board of Directors may authorize any officer
                    ---------
or officers, agent or agents, to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
                    -------------------
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

         Section 3. DEPOSITS. All funds of the corporation not otherwise
                    --------
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.

<PAGE>

                                  ARTICLE VII
                                 SHARES OF STOCK

         Section 1. CERTIFICATES OF STOCK. Each shareholder shall be entitled to
                    ---------------------
a certificate or certificates which shall represent and certify the number and
kind and class of shares owed by him in the corporation. Each certificate shall
be signed by the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant treasurer
and shall be sealed with the corporate seal. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the
corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. In case any officer who has signed any
certificate ceases to be an officer of the corporation before the certificate is
issued, the certificate may nevertheless be issued by the corporation with the
same effect as if the officer had not ceased to be such officer as to the date
of its issue. All certificates representing stock which is restricted or limited
as to its transferability or voting powers or which is preferred or limited as
to its dividends, or as to its share of the assets upon liquidation, or is
redeemable at the option of the corporation, shall have a statement of such
restriction, limitation, preference or redemption provision, or a summary
thereof, plainly stated on the certificate.

         Section 2. TRANSFERS OF STOCK. Upon surrender to the corporation or the
                    ------------------
transfer agent of the corporation of a certificate of stock 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.

         The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Maryland.

         Section 3. LOST CERTIFICATE. The Board of Directors may direct a new
                    ----------------
certificate to be issued in place of any certificate theretofore issued by the
corporation alleged to have been stolen, lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
stolen, lost or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion, and as a condition precedent to the
issuance thereof, require the owner of such stolen, lost or destroyed
certificate or his legal representative to advertise the same in such manner as
it shall require and/or to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim which may arise by reason of the
issuance of a new certificate.

         Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
                    --------------------------------------------------
Board of Directors may fix, in advance, a date as the record date for the
purpose of determining shareholders entitled to notice of, or to vote at, any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend or the allotment of any rights, or in order to make a determination of
shareholders for any other proper purpose. Such date, in any

<PAGE>

case, shall be not more than ninety (90) days, and in case of a meeting of
shareholders not less than ten (10) days prior to the date on which the meeting
or particular action requiring such determination of shareholders is to be held
or taken.

         In lieu of fixing a record date, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, twenty (20) days. If the stock transfer books are closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.

         If no record date is fixed and the stock transfer books are not closed
for the determination of shareholders: (a) the record date for the determination
of shareholders entitled to notice of, or to vote at, a meeting of shareholders
shall be at the close of business on the day on which the notice of meeting is
mailed, or the thirtieth (30th) day before the meeting, whichever is the closer
date to the meeting; (b) the record date for the determination of shareholders
entitled to receive payment of a dividend or an allotment of any rights shall be
at the closed of business on the day on which the resolution of the Board of
Directors, declaring the dividend or allotment of rights, is adopted.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

                                  ARTICLE VIII
                                   FISCAL YEAR

         The Board of Directors shall have the power, from time to time, to fix
the fiscal year of the corporation by a duly adopted resolution.

                                   ARTICLE IX
                                    DIVIDENDS

         Section 1. DECLARATION. Dividends upon the capital stock of the
                    -----------
corporation, subject to the provisions, if any, of the charter of the
corporation, 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 corporation, subject to the provisions of law and of the charter.

         Section 2. CONTINGENCIES. Before payment of any dividends, there may be
                    -------------
set aside out of any funds of the corporation available for dividends such sum
or sums as the Board of Directors may from time to time, in its absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board shall determine to be in the
best interest of the corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

<PAGE>

                                   ARTICLE X
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words, Incorporated Maryland.
The Board of Directors may authorize one or more duplicate seals and provide for
the custody thereof.

                                   ARTICLE XI
                       INDEMNITY OF OFFICERS AND DIRECTORS

         The corporation shall indemnify and hold harmless each of its directors
and officers against any and all expenses actually and necessarily incurred in
connection with the defense of any action, suit or proceeding to which such
director or officer is made a party by reason of his being, or having been, a
director or officer of the corporation, except in relation to matters as to
which he shall be adjudged in such action, suit or proceeding to be liable for
gross negligence or misconduct in the performance of his duties as such director
or officer. In the event of settlement of such action, suit or proceeding in the
absence of such adjudication, indemnification shall include reimbursement of
amounts paid in settlement and expenses actually and necessarily incurred by
such director or officer in connection therewith, but such indemnification shall
be provided only if this corporation is advised by its counsel that in his
opinion such settlement is for the best interests of this corporation and the
director or officer to be indemnified has not been guilty of gross negligence or
misconduct in respect of any matter covered by such settlement. Such right of
indemnification shall not be deemed exclusive of any other right, or rights, to
which such director or officer may be entitled under any agreement, vote of
shareholders or otherwise.

                                  ARTICLE XII
                                WAIVER OF NOTICE

         Whenever any notice is required to be given under the provisions of
these By-Laws or under the provisions of the charter of the corporation or under
the provisions of the Maryland corporation law, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of any meeting
need be set forth in the waiver of notice, unless specifically required by
statute. The attendance of any person at any meeting shall constitute a waiver
of notice of such meeting, except where such person attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called or convened.

                                  ARTICLE XIII
                              AMENDMENT OF BY-LAWS

         Section 1. BY DIRECTORS. The Board of Directors shall have the power,
                    ------------
at any annual or regular meeting, or at any special meeting, if notice thereof
be included in the notice of such special meeting, to alter or repeal any
By-Laws of the corporation and to make new By-Laws, except that the Board of
Directors shall not alter or repeal this section or any By-Laws made by the
shareholders.

         Section 2. BY SHAREHOLDERS. The shareholders entitled to vote shall
                    ---------------
have the power, at any annual meeting, or at any special meeting, if notice
thereof be included in the notice of such special meeting, to alter or repeal
any By-Laws of the corporation and to make new By-Laws.