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                                                                       Exhibit 3

      BE IT RESOLVED, that, in accordance with Section 1 of Article XII of the
Corporation's By-laws, the By-laws of the Corporation be, and they hereby are,
amended as set forth in Annex I to these resolutions.
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                                                                         Annex I

                                                                       Exhibit 3

                              AMENDMENTS TO BY-LAWS

      1. Section 2 of Article I of the By-laws is hereby amended to read in its
entirety as follows:

            "Section 2. ANNUAL MEETINGS. The annual meeting of shareholders
      shall be held on the third Thursday of April in each year, or on such
      other day as may be determined by the Board of Directors, at an hour and
      place to be stated in the notice, for the election of directors and the
      transaction of such other business as may properly come before the
      meeting."

      2. Section 3 of Article I of the By-laws is hereby amended to read in its
entirety as follows:

            "Section 3. SPECIAL MEETINGS. Special meetings of the shareholders
      for any purpose or purposes, unless otherwise prescribed by statute, or by
      the certificate of incorporation, may be called by the Chairman of the
      Board or the Chairman of the Executive Committee, if there be any, or the
      President, and shall be called by the Chairman or the Secretary at the
      request in writing of a majority of the Board of Directors. Such request
      shall state the purpose or purposes of the proposed meeting. The business
      transacted at all special meetings shall be confined to the objects stated
      in the call."

      3. Article I of the By-laws is hereby amended by adding at the end thereof
the following as Section 13:

            "Section 13. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS.

      At any annual meeting of shareholders, proposals and persons nominated for
      election as directors by shareholders shall be considered only if (1)
      advance written notice thereof has been timely given as provided herein
      and (2) such proposals or nominations are otherwise proper for
      consideration under applicable law and the certificate of incorporation
      and by-laws of the Corporation. At any special meeting of shareholders
      only such business may be transacted as is set forth in the notice of the
      meeting referred to in Section 4 of these By-laws.

      Written notice of any proposal to be presented by any shareholder or of
      the name of any person to be nominated by any shareholder for election as
      a director of the Corporation shall be delivered to the Secretary of the
      Corporation at its principal executive office not less than 60 nor more
      than 90 days prior to the date of the meeting; provided, however, that if
      the date of the meeting is first publicly announced or disclosed (in a
      public filing or otherwise) less than 70 days prior to the date of the
      meeting, such advance notice shall be given not more than ten days after
      such date is first so announced or disclosed. Public notice shall be
      deemed to have been given more than 70 days in advance of the annual
      meeting if the Corporation shall have previously disclosed, in these
      by-laws or otherwise,
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                                                                       Exhibit 3

      meeting if the Corporation shall have previously disclosed, in these
      by-laws or otherwise, that the annual meeting in each year is to be held
      on a determinable date, unless the Board determines to hold the meeting on
      a different date.

            Any shareholder who gives such notice of a proposal will deliver
      therewith the text of the proposal to be presented and a brief written
      statement of the reasons why the shareholder favors the proposal and
      setting forth the shareholder's name and address, the number and class of
      all shares of each class of stock of the Corporation beneficially owned by
      the shareholder and any material interest of the shareholder in the
      proposal (other than as a shareholder). Any shareholder desiring to
      nominate any person for election as a director of the Corporation shall
      deliver with such notice a statement in writing setting forth the name of
      the person to be nominated, the number and class of all shares of each
      class of stock of the Corporation beneficially owned by such person, the
      information regarding such person required by paragraphs (a), (e) and (f)
      of Item 401 of Regulation S-K adopted by the Securities and Exchange
      Commission (or the corresponding provisions of any regulation subsequently
      adopted by the Securities and Exchange Commission applicable to the
      Corporation), the person's signed consent to serve as a director of the
      Corporation if elected, the shareholder's name and address and the number
      and class of all shares of each class of stock of the Corporation
      beneficially owned by the shareholder. As used herein, shares
      "beneficially owned" shall mean all shares as to which such person,
      together with such person's affiliates and associates (as defined in Rule
      12b-2 under the Securities Exchange Act of 1934), may be deemed to
      beneficially owned pursuant to Rules 13d-3 and 13d-5 under the Securities
      Exchange Act of 1934, as well as all shares as to which such person,
      together with such person's affiliates and associates, has the right to
      become the beneficial owner pursuant to any agreement or understanding, or
      upon the exercise of warrants, options or rights to convert or exchange
      (whether such rights are exercisable immediately or only after the passage
      of time or the occurrence of conditions).

            The person presiding at the meeting, in addition to making any other
      determinations that may be appropriate to the conduct of the meeting,
      shall determine whether notice of any shareholder proposal or nomination
      has been duly given and shall direct that proposals and nominees not be
      considered if such notice has not been given."

      4. Section 3 of Article II of the By-laws is hereby amended to read in its
entity as follows:

            "Section 3. REMOVAL OF DIRECTORS. Any one or more or all of the
      directors may be removed for cause by vote of the shareholders of the
      Corporation and thereupon the term of office of such director or directors
      who shall have been so removed shall forthwith terminate and there shall
      be a vacancy or vacancies in the Board of Directors to be filled as
      provided in these By-laws except as may otherwise be prescribed by law."