RESTATED BY-LAWS
                               OF

                     TEMTEX INDUSTRIES INC.

             --------------------------------------

        As approved and adopted by the Board of Directors
              at their meeting of February 9, 1989
             ---------------------------------------



                            ARTICLE I

                             OFFICES
                            --------

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

     Section 2.   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 11

                    MEETINGS OF STOCKHOLDERS
                    -------------------------

     Section 1.   All meetings of the stockholders for the
election of directors shall be held in the City of Dallas, State
of Texas, at such place as may be fixed from time to time by the
board of directors, or at such other place either within or
without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of
the meeting.  Meetings of stockholders for any other 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.

     Section 2.   Annual meetings of stockholders, commencing
with the year 1990, shall be held on the first Tuesday of
February in each year, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00
o'clock A.M., or at such other date and time as shall be
designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors, and transact such

                                1
<PAGE>

other business as may properly be brought before the meeting.
The election of directors need not be by written ballot.

     Section 3.   Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten
nor more than fifty days before the date of the meeting.

     Section 4.   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 each stockholder.
Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during 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.  The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

     Section 5.   Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or
by the certificate of incorporation, may be called by the
president or secretary at the request in writing of a majority
of the board of directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to
vote.  Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than
ten nor more than fifty days before the date of the meeting, to
each stockholder entitled to vote at such meeting.

     Section 7.   Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.

     Section 8.   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 statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to
timer without notice other than announcement at the meeting,
until a quorum shall be present or represented.  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.  If the
adjournment, is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

     Section 9.   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

                                2

<PAGE>

any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.

     Section 10.   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.

     Section 11.   Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in
connection with any corporate action, by any provision of the
statutes, the meeting and vote of stockholders may be dispensed
with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken; or if the
certificate of incorporation authorizes the action to be taken
without the written consent of the holders of less than all of
the stock who would have been entitled to vote upon the action
if a meeting were held then on the written consent of the
stockholders having not less than such percentage of the total
number of votes as may be authorized in the certificate of
incorporation; provided that in no case shall the written
consent be by the holders of stock having less than the minimum
percentage of the total vote required by statute for the
proposed corporate action, and provided that prompt notice must
be given to all stockholders of the taking of corporate action
without a meeting and by less than unanimous written consent.

                           ARTICLE III

                            DIRECTORS
                            ---------


     Section 1.   The number of directors which shall constitute
the whole board shall be not less than three nor more than
fifteen.  Within the limits above specified, the number of
directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting.  The
directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor
is elected and qualified.  Directors need not be stockholders.

     Section 2.   Vacancies and newly created directorships
resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in
office, though less than a quorum, or by the sole remaining
director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly
elected and shall qualify unless sooner displaced.  If there are
no directors in office, then an election of directors may be
held in the manner provided by the statute.  If, at the time of
filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such
increased)the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the
total

                                3

<PAGE>

number of the shares at the time outstanding having the right to
vote  for such directors, summarily order an election to be held
to fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.

     Section 3.   The business of the corporation shall be
managed by its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or
by these by-laws directed or required to be exercised or done by
the stockholders.

               MEETINGS OF THE BOARD OF DIRECTORS
               ----------------------------------

     Section 4.   The board of directors of the corporation may
hold meetings, both regular and special, either within or
without the State of Delaware.

     Section 5.   The first meeting of each newly elected board
of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and
no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting,
provided a quorum shall be present.  In the event of the failure
of the stockholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event
such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

     Section 6.   Regular meetings of the board of directors may
be held without notice at such time and at such place as shall
from time to time be determined by the board.

     Section 7.   Special meetings of the board may be called by
the president on two days' notice to each director, either
personally or by mail or by telegram; special meetings shall be
called by the president or secretary in like manner and on like
notice on the written request of two directors.

     Section 8.   At all meetings of the board one half of the
total number of directors 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 except as may be
otherwise specifically provided by statute or by the certificate
of incorporation.  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 9.   Unless otherwise restricted by the certificate
of incorporation or these by-laws, 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
all members of the board or committee as the case may be,
consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or committee.

                                4

<PAGE>

                       COMMITTEES OF DIRECTORS
                       -----------------------

     Section 10.    The board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the
directors of the corporation.  The board may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.  Any such committee, to the extent provided in the
resolution, 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; provided,
however, that in the absence or disqualification of any member
of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another
member of the board of  directors to act at the meeting in the
place of any such absent or disqualified member.  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.

Section 11.   Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when
required.

                    COMPENSATION OF DIRECTORS
                    -------------------------

Section 12.    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 director.  No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

                           ARTICLE IV
                             NOTICES
                            ---------

     Section 1.   Whenever, under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the
same shall be deposited in the United States mail.  Notice to
directors may also be given by telegram.

     Section 2.   Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.

                            ARTICLE V
                            OFFICERS
                            ---------

                                5

<PAGE>

     Section 1.   The officers of the corporation shall be
chosen by the board of directors and shall include a chairman of
the board, a president, a vice-president, a secretary and a
treasurer and may include a vice chairman of the board.  Any
person may hold two or more offices except that the offices of
president and secretary shall not be held by the same person.
No officer or agent need be a stockholders a director or
resident of Delaware.

     Section  2.    The board of directors at its first  meeting
after  each  annual  meeting  of  stockholders  shall  choose  a
chairman and may choose a vice chairman of the board from  among
the directors, and shall choose a president, a secretary, and  a
treasurer, none of whom need be a member of the board.

     Section 3.   The board of directors may appoint additional
vice presidents and assistant secretaries and assistant
treasurers and such other officers and assistants as it shall
deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

     Section 4.   The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

     Section 5.   The officers of the corporation shall hold
office until their respective successors are chosen and qualify.
Any officer elected or appointed by the board of directors may
be removed at any time by the affirmative vote of a majority of
the board of directors whenever in its judgment the best
interests of the corporation will be served thereby.  Any
vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the board
of directors.

                    THE CHAIRMAN OF THE BOARD
                    -------------------------

     Section 6.   The chairman of the board shall preside at all
meetings  of the stockholders and board of directors  unless  he
shall be absent or unless he shall, at his option, designate the
president  to  preside in his stead at some particular  meeting.
The  chairman of the board shall perform such other  duties  and
exercise such powers as may be prescribed from time to  time  by
the board of directors.

                  VICE CHAIRMAN OF THE BOARD
                  --------------------------

     Section 7.   The vice chairman of the board shall perform
such duties and exercise such powers as may be prescribed from
time to time by the board of directors or by the president.

                                6

<PAGE>

                           PRESIDENT
                           ---------

     Section 8.   The president shall be the chief operating
officer of the corporation and shall have the general powers and
duties of supervision and management of the corporation.  The
President shall also be the chief executive officer of the
corporation and in the absence of the chairman of the board,
shall preside at all meetings of the stockholders and directors
at which he is present.  The president shall also perform such
other duties as may from time to time be prescribed by the board
of directors.  The president may preside at meetings of the
board of directors and of the stockholders and he shall have
power to call special meetings of the stockholders and the
directors for any purpose or purposes, appoint and discharge,
subject to the approval or review by the chairman of the board
and the board of directors, employees and agents of the
corporation and fix their compensation, make and sign contracts
and agreements in the name of and on behalf of the
corporation.


                       THE VICE PRESIDENTS
                       ------------------

Section 9.   In the absence of the president or in the event of
his 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, 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 of the powers
of and be subject to all the restrictions upon the president.
The vice presidents shall perform such other duties and have
such other powers as the board of directors may from time to
time prescribe.

              THE SECRETARY AND ASSISTANT SECRETARY
              -------------------------------------

     Section 10.   The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committed
when required.  He shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may
be prescribed by the board of directors or president, under
whose supervision he shall be.  He shall have custody of the
corporate seal of the corporation and he or an assistant
secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant
secretary.  The board of directors may give general authority to
any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

     Section 11.  The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by
the board of directors (or if there be no such determination,
then in the order of their election), shall in the absence of
the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

                                7

<PAGE>

             THE TREASURER AND ASSISTANT TREASURERS
             --------------------------------------

     Section 12.   The treasurer shall have the 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
depositories as may be designated by the board of directors.

     Section 13.   He shall disburse the funds of the
corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the
president and the board of directors, at its regular meetings,
or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of
the corporation.

     Section 14.    If required by the board of directors, he
shall give the corporation a bond (which shall be renewed every
six years) in such sum and with such surety or sureties as shall
be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.

     Section 15.  The assistant treasurer, or if there shall be
more than one, the assistant treasurers, in the order determined
by the board of directors (or if there be no such determination,
then in the order of their election), shall, in the absence of
the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

                           ARTICLE VI

                      CERTIFICATES OF STOCK

     Section 1.   Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of
the corporation by, the chairman or vice chairman of the board
of directors, 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.

If the corporation shall be authorized to issue more than one
class of stock or more than One series of any class, the
designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of
stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware in lieu of the
foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who
so requests the designations, preferences and relative,
participating, optional or other special rights of each

                                8

<PAGE>

class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

   Section 2.   Where a certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or
(2) by a registrar other than the corporation or its employee,
the signatures of the officers of the corporation may be
facsimiles.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of issue.


                        LOST CERTIFICATES
                        -----------------

     Section 3.   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, stolen or destroyed, upon
the making of an affidavit of that f act by the person claiming
the certificate of stock to be lost, stolen, 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, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it
shall require and/or 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, stolen or destroyed.


                     TRANSFERS OF STOCK
                     ------------------

     Section 4.   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.


                       FIXING RECORD DATE
                        -----------------

     Section 5.   In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution, 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 nor less than ten days before the
date of such meeting, nor more than sixty days prior to any
other action.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date
for the adjourned meeting.

                       REGISTERED HOLDERS
                       ------------------

     Section1 6.   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 laws of Delaware.

                                9

<PAGE>

                           ARTICLE VII

                       GENERAL PROVISIONS
                       ------------------

                            DIVIDENDS
                            ---------

     SECTION 1.   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.

     Section 2.   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.

                        ANNUAL STATEMENT
                        ----------------

     Section 3.   The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the corporation.

                             CHECKS
                             ------

     Section 4.   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.

                           FISCAL YEAR
                           -----------

     Section 5.   The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

                               10

<PAGE>

                              SEAL
                              ----

     Section 6.   The corporate seal shall have inscribed
thereon the name of the corporation and shall otherwise be in
such form as may be prescribed 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.

                         INDEMNIFICATION
                         ---------------

     Section 7. (a)   Each person who was or is made a party or
is threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal administrative or investigative (a
"proceeding"), by reason of the fact that he or a person for
whom he is the legal representative 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, trustee, or agent of another corporation or
of a partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans)
whether the basis of such proceeding is alleged action in his
official capacity  as a director, officer, employee or agent, or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent permitted by the Delaware
General Corporation Law against all expenses liability and loss
(including attorneys' fees, judgments, finest special excise
taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith.  Such right shall be a contract right and shall
include the right to require advancement by the corporation of
attorneys' fees and other expenses incurred in defending any
such proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a
director or officer of the corporation in his capacity as a
director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer (including, without limitation service to an employee
benefit plan) in advance of the final disposition of such
proceeding, shall be made by the corporation only upon delivery
to 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 such director or officer is
not entitled to be indemnified under this section or otherwise.

          (b)   The indemnification and advancement of expenses
provided by Section 7.(a) shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be
entitled under any by-law, agreement vote of stockholders or
disinterested directors or otherwise both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.

          (c)   The corporation shall have the power to 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, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including
service with respect to employee benefit plans) 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 ability under the provisions of this Section 7.

                               11

<PAGE>
                          ARTICLE VIII

                           AMENDMENTS
                           -----------


    Section 1.   These bylaws may be altered, amended or
repealed at any meeting of the board of directors at which a
quorum is present, by the affirmative vote of all of the
directors then in office.



                               12
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