<PAGE>

                                                                    Exhibit 3(d)

                                     BY-LAWS

                                       OF

                             NORTH SHORE GAS COMPANY

                                                         AMENDED AUGUST 10, 2004

<PAGE>

                             NORTH SHORE GAS COMPANY

                                     BY-LAWS

ARTICLE I          -         Offices

ARTICLE II         -         Meetings of Shareholders

ARTICLE III        -         Directors and Committees

ARTICLE IV         -         Officers

ARTICLE V          -         Indemnification of Directors,
                              Officers, Employees and Agents

ARTICLE VI         -         Certificates of Stock and Their
                              Transfer

ARTICLE VII        -         Miscellaneous (Contracts)

ARTICLE VIII       -         Amendment or Repeal of By-Laws

<PAGE>

                             NORTH SHORE GAS COMPANY

                                      INDEX

<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
<S>                                                              <C>
                                 A

Amendment of By-Laws...........................................  16
Appointment of Officers........................................   7
Assistant Controller, Duties of................................  11
Assistant General Counsel, Duties of...........................  11
Assistant Secretary, Duties of.................................  11
Assistant Treasurer, Duties of.................................  11
Assistant Vice President, Duties of............................   9

                                 B

Board of Directors.............................................   4

                                 C

Certificates of Stock and Their Transfer.......................  13
Chairman of the Board, Duties of...............................   7
Chief Financial Officer, Duties of.............................   9
Committees.....................................................   5
Controller, Duties of..........................................  10
Contracts, Execution of........................................  14

                                 D

Directors and Committees.......................................   4

                                 E

Election of Directors..........................................   4
Election of Officers...........................................   6
Executive Vice President, Duties of............................   9

                                 F

Fees and Compensation of Directors.............................   6
</TABLE>

<PAGE>

                             NORTH SHORE GAS COMPANY

<TABLE>
<CAPTION>
                                                                     PAGE
                                                                     ----
<S>                                                                  <C>
                                 G

General Counsel, Duties of.........................................   10

                                 I

Indemnification of Directors, Officers, Employees
  and Agents.......................................................   11

                                 M

Meetings
  Directors........................................................    4
    Action Without Meeting.........................................    6
  Shareholders.....................................................    1

                                 N

Notice of Meetings
  Directors........................................................    4
  Shareholders.....................................................    2

                                 O

Officers
  Appointed........................................................    7
  Elected..........................................................    6
Offices, Two or More Held By One Person............................    7

                                 P

President, Duties of...............................................    8
Presiding Officer
  Board Meetings...................................................    5
  Shareholders Meetings............................................    3
Proxies............................................................    3
</TABLE>

<PAGE>

                             NORTH SHORE GAS COMPANY

<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
<S>                                                              <C>
                                 Q

Quorum
  Board.......................................................    5
  Shareholders................................................    2

                                 S

Secretary, Duties of..........................................    9
Senior Vice President, Duties of..............................    9
Signatures to Checks, Drafts, etc.............................   14
Stock, Certificates of and their Transfer.....................   13

                                 T

Treasurer, Duties of..........................................    9

                                 V

Vice Chairman, Duties of......................................    8
Vice President, Duties of.....................................    9
Voting
  Shareholders................................................    3
  Stock Owned by Company......................................   15
</TABLE>

<PAGE>

                                     BY-LAWS

                                       OF

                             NORTH SHORE GAS COMPANY

                                    ARTICLE I

                                     Offices

      SECTION 1.1. Principal Office. The principal office of the Company shall
be in the City of Chicago, County of Cook and State of Illinois.

      SECTION 1.2. Other Offices. The Company may also have offices at such
other places both within and without the State of Illinois as the Board of
Directors may from time to time determine or the business of the Company may
require.

                                   ARTICLE II

                            Meetings of Shareholders

      SECTION 2.1. Annual Meeting. The annual meeting of the shareholders shall
be held on the last Thursday of the month of March in each year, if not a legal
holiday, or, if a legal holiday, then on the next preceding business day, for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors shall not be held
on the day herein designated for the annual meeting, or at any adjournment
thereof, the Board of Directors shall cause such election to be held at a
special meeting of the shareholders as soon thereafter as convenient.

      SECTION 2.2. Special Meetings. Except as otherwise prescribed by statute,
special meetings of the shareholders for any purpose or purposes, may be

<PAGE>

called by the Chairman of the Board, the Vice Chairman, the President, a
majority of the Board of Directors or shareholders owning capital stock of the
Company having not less than 20% of the total voting power. Such request shall
state the purpose or purposes of the proposed meeting.

      SECTION 2.3. Place of Meetings. Each meeting of the shareholders for the
election of directors shall be held at the principal office of the Company in
the City of Chicago, Illinois, unless the Board of Directors shall by resolution
designate another place as the place of such meeting. Meetings of shareholders
for any other purpose may be held at such place, and at such time as shall be
determined by the Chairman of the Board, the Vice Chairman, or the President, or
in their absence, by the Secretary, and stated in the notice of the meeting or
in a duly executed waiver of notice thereof.

      SECTION 2.4. Notice of Meetings. Written or printed notice stating the
place, date and hour of each annual or special meeting of the shareholders, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than 10 or more than 60 days before the date
of the meeting, except as otherwise provided by statute. Notice of any meeting
of the shareholders may be waived by any shareholder.

      SECTION 2.5. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings of
the shareholders of the Company for the transaction of business, except as
otherwise provided by statute or these by-laws. If a quorum shall not be present
or represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or

                                     - 2 -
<PAGE>

represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting if the adjournment is for
thirty days or less or unless after the adjournment a new record date is fixed,
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 noticed.

      SECTION 2.6. Proxies. At every meeting of the shareholders, each
shareholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than eleven months
prior to such meeting, unless such proxy provides for a longer period, and shall
be filed with the Secretary of the Company before, or at the time of, the
meeting.

      SECTION 2.7. Voting. At each meeting of the shareholders, each shareholder
shall be entitled to one vote for each share of stock entitled to vote thereat
which is registered in the name of such shareholder on the books of the Company.
At all elections of directors of the Company, the holders of shares of stock of
the Company shall be entitled to cumulative voting. When a quorum is present at
any meeting of the shareholders, the vote of the holders of a majority of the
shares present in person or represented by proxy and entitled to vote at the
meeting shall be sufficient for the transaction of any business, unless
otherwise provided by statute or these by-laws.

      SECTION 2.8. Presiding Officer. The presiding officer of any meeting of
the shareholders shall be the Chairman of the Board or, in the case of the
absence of

                                     - 3 -
<PAGE>

the Chairman of the Board, the Vice Chairman, or in the case of the absence of
the Vice Chairman, the President.

                                   ARTICLE III

                            Directors and Committees

      SECTION 3.1. Number and Election. The business and affairs of the Company
shall be managed and controlled by a board of directors, four (4) in number,
none of whom needs to be a shareholder. The directors shall be elected by the
shareholders entitled to vote at the annual meeting of such shareholders and
each director shall be elected to serve for a term of one (1) year and
thereafter until his or her successor shall be elected and shall qualify. The
Board of Directors may fill one or more vacancies arising between meetings of
shareholders by reason of an increase in the number of directors or otherwise.

      SECTION 3.2. Regular Meetings. A regular meeting of the Board of Directors
shall be held immediately, or as soon as practicable, after the annual meeting
of the shareholders in each year for the purpose of electing officers and for
the transaction of such other business as may be deemed necessary, and regular
meetings of the Board shall be held at such date and time and at such place as
the Board of Directors may from time to time determine. Not less than two days'
notice of all regular meetings of the Board, except the meeting to be held after
the annual meeting of shareholders which shall be held without other notice than
this by-law, shall be given to each director personally or by mail or telegram.

      SECTION 3.3. Special Meetings. Special meetings of the Board may be called
at any time by the Chairman of the Board, the Vice Chairman, the President, or

                                     - 4 -
<PAGE>

by any two directors, by causing the Secretary to mail to each director, not
less than three days before the time of such meeting, a written notice stating
the time and place of such meeting. Notice of any meeting of the Board may be
waived by any director.

      SECTION 3.4. Quorum. At each meeting of the Board of Directors, the
presence of not less than a majority of the total number of directors specified
in Section 3.1 hereof shall be necessary and sufficient to 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. If a
quorum shall not be present at any meeting 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. In determining the
presence of a quorum at a meeting of the directors or a committee thereof for
the purpose of authorizing a contract or transaction between the Company and one
or more of its directors, or between the Company and any other corporation,
partnership, association, or other organization in which one or more of the
directors of this Company are directors or officers, or have a financial
interest in such other organization, such interested directors may be counted in
determining a quorum.

      SECTION 3.5. Presiding Officer. The presiding officer of any meeting of
the Board of Directors shall be the Chairman of the Board or, in his or her
absence, the Vice Chairman, or in his or her absence, the President or, in his
or her absence, any other director elected chairman of the meeting by vote of a
majority of the directors present at the meeting.

                                     - 5 -
<PAGE>

      SECTION 3.6. Committees. The Board may appoint committees, standing or
special, from time to time from among its own members or otherwise, and may
confer such powers on such committees as the Board may determine and may revoke
such powers and terminate the existence of such committees at its pleasure.

      SECTION 3.7. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or any committee thereof, may
be taken without a meeting if all members of the Board or of such committee, as
the case may be, consent thereto in writing and such writing or writings are
filed with the minutes of the proceedings of the Board or such committee.

      SECTION 3.8. Fees and Compensation of Directors. Directors shall not
receive any stated salary for their services as such; but, by resolution of the
Board of Directors, reasonable fees, with or without expenses of attendance, may
be allowed. Members of the Board shall be allowed their reasonable traveling
expenses when actually engaged in the business of the Company, to be audited and
allowed as in other cases of demands against the Company. Members of standing or
special committees may be allowed fees and expenses for attending committee
meetings. Nothing herein contained shall be construed to preclude any director
from serving the Company in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    Officers

      SECTION 4.1. Election of Officers. There shall be elected by the Board of
Directors in each year the following officers: a Chairman of the Board; a Vice
Chairman; a President; a Chief Financial Officer; such number of Senior Vice

                                     - 6 -
<PAGE>

Presidents, such number of Vice Presidents and such number of Assistant Vice
Presidents as the Board at the time may decide upon; a Secretary; such number of
Assistant Secretaries as the Board at the time may decide upon; a Treasurer; and
such number of Assistant Treasurers as the Board at the time may decide upon.
There may also be elected a General Counsel. There may also be elected such
number of Assistant General Counsel and such number of Executive Vice Presidents
as the Board at the time may decide upon. Any two or more offices may be held by
one person, except that the offices of President and Secretary may not be held
by the same person. All officers shall hold their respective offices during the
pleasure of the Board.

      SECTION 4.2. Appointment of Officers. The Board of Directors, the
Executive Committee, the Chairman of the Board, the Vice Chairman, or the
President may from time to time appoint such other officers as may be deemed
necessary, including one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
a Controller and such number of Assistant Controllers, one or more Assistant
General Counsel and such other agents and employees of the Company as may be
deemed proper. Such officers, agents and employees shall have such authority,
perform such duties and receive such compensation as the Board of Directors, the
Executive Committee or, in the case of appointments made by the Chairman of the
Board, the Vice Chairman, or the President, as the Chairman of the Board, the
Vice Chairman, or the President, may from time to time prescribe and determine.
The Board of Directors or the Executive Committee may from time to time
authorize any officer to appoint and remove agents and employees, to prescribe
their powers and duties and to fix their compensation therefor.

                                     - 7 -
<PAGE>

      SECTION 4.3. Duties of Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the Company and shall have control and
direction of the management and affairs of the Company and may execute all
contracts, deeds, assignments, certificates, bonds or other obligations for and
on behalf of the Company, and sign certificates of stock and records of
certificates required by law to be signed by the Chairman of the Board. When
present, the Chairman of the Board shall preside at all meetings of the Board
and of the shareholders.

      SECTION 4.4. Duties of Vice Chairman. The Vice Chairman of the Board shall
have the authority to exercise all of the powers of the Chairman of the Board in
case of the Chairman of the Board's absence or disability, may execute all
contracts, deeds, assignments, certificates, bonds or other obligations for and
on behalf of the Company, and shall have other powers and perform such other
duties as may be prescribed for him or her by the Board or be delegated to him
or her by the Chairman of the Board.

      SECTION 4.5. Duties of President. Subject to the control and direction of
the Chairman of the Board, or the Vice Chairman, and to the control of the
Board, the President shall have general management of all the business of the
Company, and he or she shall have such other powers and perform such other
duties as may be prescribed for him or her by the Board or be delegated to him
or her by the Chairman of the Board or the Vice Chairman. He or she shall
possess the same power as the Chairman of the Board to sign all certificates,
contracts and other instruments of the Company. In case of the absence or
disability of the President, or in case of his or her death, resignation or
removal from office, the powers and duties of the President shall

                                     - 8 -
<PAGE>

devolve upon the Chairman of the Board or in his or her absence, the Vice
Chairman, during absence or disability, or until the vacancy in the office of
President shall be filled.

      SECTION 4.6. Duties of Chief Financial Officer. The Chief Financial
Officer shall be the principal financial officer of the Company and shall have
general supervision over the financial affairs of the Company and such other
powers and duties as are commonly incident to the office of Chief Financial
Officer or as may be prescribed by the Board, or be delegated to him or her by
the Chairman of the Board, the Vice Chairman, or by the President.

      SECTION 4.7. Duties of Senior Vice President, Executive Vice President,
Vice President, and Assistant Vice President. Each of the Senior Vice
Presidents, Executive Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall have such powers and duties as may be prescribed for him or her
by the Board, or be delegated to him or her by the Chairman of the Board, the
Vice Chairman, or by the President. Each of such officers shall possess the same
power as the President to sign all certificates, contracts and other instruments
of the Company.

      SECTION 4.8. Duties of Secretary. The Secretary shall have the custody and
care of the corporate seal, records and minute books of the Company. He or she
shall attend the meetings of the Board, and of the shareholders, and duly record
and keep the minutes of the proceedings, and file and take charge of all papers
and documents belonging to the general files of the Company, and shall have such
other powers and duties as are commonly incident to the office of Secretary or
as may be prescribed for him or her by the Board, or be delegated to him or her
by the Chairman of the Board, the Vice Chairman, or by the President.

                                     - 9 -
<PAGE>

      SECTION 4.9. Duties of Treasurer. The Treasurer shall have charge of, and
be responsible for, the collection, receipt, custody and disbursement of the
funds of the Company, and shall deposit its funds in the name of the Company in
such banks, trust companies or safety deposit vaults as the Board may direct. He
or she shall have the custody of the stock record books and such other books and
papers as in the practical business operations of the Company shall naturally
belong in the office or custody of the Treasurer, or as shall be placed in his
or her custody by the Board, the Chairman of the Board, the President, the Vice
Chairman, or any Vice President, and shall have such other powers and duties as
are commonly incident to the office of Treasurer, or as may be prescribed for
him or her by the Board, or be delegated to him or her by the Chairman of the
Board, the Vice Chairman, or by the President.

      SECTION 4.10. Duties of Controller. The Controller shall have control over
all accounting records pertaining to moneys, properties, materials and supplies
of the Company. He or she shall have charge of the bookkeeping and accounting
records and functions, the related accounting information systems and reports
and executive supervision of the system of internal accounting controls, and
such other powers and duties as are commonly incident to the office of
Controller or as may be prescribed by the Board, or be delegated to him or her
by the Chairman of the Board, the Vice Chairman, or by the President.

      SECTION 4.11. Duties of General Counsel. The General Counsel shall have
full responsibility for all legal advice, counsel and services for the Company
and its subsidiaries including employment and retaining of attorneys and law
firms as shall in his or her discretion be necessary or desirable and shall have
such other powers and

                                     - 10 -
<PAGE>

shall perform such other duties as from time to time may be assigned to him or
her by the Board, the Chairman of the Board, the Vice Chairman, or the
President.

      SECTION 4.12. Duties of Assistant Secretary, Assistant Treasurer,
Assistant Controller and Assistant General Counsel. The Assistant Secretary,
Assistant Treasurer and Assistant Controller shall assist the Secretary,
Treasurer and Controller, respectively, in the performance of the duties
assigned to each and shall for such purpose have the same powers as his or her
principal. The Assistant General Counsel shall assist the General Counsel or any
counsel providing primary legal services for the Company. Each assistant officer
shall also have such other powers and duties as may be prescribed for him or her
by the Board, or be delegated to him or her by the Chairman of the Board, the
Vice Chairman, or by the President.

                                    ARTICLE V

          Indemnification of Directors, Officers, Employees and Agents

      SECTION 5.1. Indemnification of Directors, Officers and Employees. The
Company shall indemnify, to the fullest extent permitted under the laws of the
State of Illinois and any other applicable laws, as they now exist or as they
may be amended in the future, any person who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, an action by or in the right of the Company), by reason of
the fact that he or she is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
attorneys'

                                     - 11 -
<PAGE>

fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding.

      SECTION 5.2. Advancement of Expenses to Directors, Officers and Employees.
Expenses incurred by a director, officer or employee in defending a civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding to the fullest extent
permitted under the laws of the State of Illinois and any other applicable laws,
as they now exist or as they may be amended in the future.

      SECTION 5.3. Indemnification and Advancement of Expenses to Agents. The
board of directors may, by resolution, extend the provisions of this Article V
regarding indemnification and the advancement of expenses to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact he or she is or was
an agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.

      SECTION 5.4. Rights Not Exclusive. The rights provided by or granted under
this Article V are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled.

      SECTION 5.5. Continuing Rights. The indemnification and advancement of
expenses provided by or granted under this Article V 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 that person.

                                     - 12 -
<PAGE>

                                   ARTICLE VI

                    Certificates of Stock and Their Transfer

      SECTION 6.1. Certificates of Stock. The certificates of stock of the
Company shall be in such form as may be determined by the Board of Directors,
shall be numbered and shall be entered in the books of the Company as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, the Vice Chairman, the President or a Vice
President and also by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary and shall bear the corporate seal or a facsimile
thereof. If a certificate is countersigned by a transfer agent or registrar,
other than the Company itself or its employee, any other signature or
countersignature on the certificate may be facsimiles. In case any officer of
the Company, or any officer or employee of the transfer agent or registrar, who
has signed or whose facsimile signature has been placed upon such certificate
ceases to be an officer of the Company, or an officer or employee of the
transfer agent or registrar, before such certificate is issued, said certificate
may be issued with the same effect as if the officer of the Company, or the
officer or employee of the transfer agent or registrar, had not ceased to be
such at the date of issue.

      SECTION 6.2. Transfer of Stock. Upon surrender to the Company of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and upon payment of applicable
taxes with respect to such transfer, it shall be the duty of the Company,
subject to such rules and regulations as the Board of Directors may from time to
time deem advisable concerning

                                     - 13 -
<PAGE>

the transfer and registration of certificates for shares of stock of the
Company, to issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books.

      SECTION 6.3. Shareholders of Record. The Company 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 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 statute.

      SECTION 6.4. Lost, Destroyed or Stolen Certificates. The Board of
Directors, in individual cases or by general resolution, may direct a new
certificate or certificates to be issued by the Company as a replacement for a
certificate or certificates for a like number of shares alleged to have been
lost, destroyed or stolen, upon the making of an affidavit of that fact by the
person claiming the certificate or certificates of stock to be lost, destroyed
or stolen. 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, destroyed or stolen
certificate or certificates, or his or her legal representative, to give the
Company a bond in such form and amount as it may direct as indemnity against any
claim that may be made against the Company with respect to the certificate or
certificates alleged to have been lost, destroyed or stolen.

                                   ARTICLE VII

                                  Miscellaneous

      SECTION 7.1. Contracts and Other Instruments. All contracts or

                                     - 14 -
<PAGE>

obligations of the Company shall be in writing and shall be signed either by the
Chairman of the Board, the Vice Chairman, the President, any Executive Vice
President, any Vice President, the Treasurer, or any other officer of the
Company, agent, employee or attorney-in-fact as may be designated by the Board,
the Chairman of the Board, the Vice Chairman, or the President pursuant to
specific authorizations and, the seal of the Company may be attached thereto,
duly attested by the Secretary or an Assistant Secretary, except contracts
entered into in the ordinary course of business where the amount involved is
less than Five Hundred Thousand Dollars ($500,000), and except contracts for the
employment of servants or agents, which contracts so excepted may be entered
into by the Chairman of the Board, the Vice Chairman, the President, any
Executive Vice President, any Vice President, the Treasurer, or by such
officers, agents, employees or attorneys-in-fact as the Chairman of the Board,
the Vice Chairman, or the President may designate and authorize. Unless the
Board shall otherwise determine and direct, all checks or drafts and all
promissory notes shall be signed by two officers of the Company. When prescribed
by the Board, bonds, promissory notes, and other obligations of the Company may
bear the facsimile signature of the officer who is authorized to sign such
instruments and, likewise, may bear the facsimile signature of the Secretary or
an Assistant Secretary.

      SECTION 7.2. Voting Stock Owned by Company. Any or all shares of stock
owned by the Company in any other corporation, and any or all voting trust
certificates owned by the Company calling for or representing shares of stock of
any other corporation, may be voted by the Chairman of the Board, the Vice
Chairman, the President, any Vice President, the Secretary or the Treasurer,
either in person or by

                                     - 15 -
<PAGE>

written proxy given to any person in the name of the Company at any meeting of
the shareholders of such corporation, or at any meeting of voting trust
certificate holders, upon any question that may be presented at any such
meeting. Any such officer, or anyone so representing him or her by written
proxy, may on behalf of the Company waive any notice of any such meeting
required by any statute or by-law and consent to the holding of such meeting
without notice.

                                  ARTICLE VIII

                         Amendment or Repeal of By-Laws

      These by-laws may be added to, amended or repealed at any regular or
special meeting of the Board by a vote of a majority of the membership of the
Board.

                                     - 16 -