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                                                                    EXHIBIT 3.07

                                  AMENDMENTS TO
                           AMENDED AND RESTATED BYLAWS

ARTICLE II, SECTION 3(a) IS AMENDED TO READ AS FOLLOWS:

                  (a). Except as otherwise provided by law, the Articles or
         these Bylaws, written notice of any annual or special meeting of
         shareholders shall state the place, date and time thereof and, in the
         case of a special meeting, the purpose or purposes for which the
         meeting is called, and shall be given, either personally, by electronic
         transmission (in accordance with Article IX, Section 7 of these
         Bylaws), or by mail to each shareholder of record entitled to vote at
         such meeting not less than 10 or more than 60 days prior to the
         meeting. If by electronic transmission, the notice shall be given when
         electronically transmitted to the shareholder entitled to the notice in
         a manner authorized by the shareholder. If mailed, the notice shall be
         directed to the shareholder at his address as it appears on the records
         of the Corporation unless, prior to the time of mailing, he has filed
         with the Secretary a written request that notices intended for him be
         mailed to some other address, in which case it should be mailed to the
         address designated in such request.

ARTICLE II, SECTION 7(d) IS ADDED AS FOLLOWS:

                  (d). If the Board consents, a shareholder may participate in a
         meeting of shareholders by conference telephone or by other means of
         remote communication through which all persons participating in a
         meeting may communicate with other participants. Assuming the Board
         consents, all participants shall be advised of the means of remote
         communication, and the names of the participants shall be divulged to
         all participants. Participation in a meeting pursuant to this
         sub-section constitutes presence in person at the meeting. Assuming the
         Board consents, shareholders not physically present at a meeting of
         shareholders may participate in the meeting by means of remote
         communication and are considered present in person and may vote at the
         meeting if: (i) reasonable measures are implemented to verify that each
         person considered present and permitted to vote at the meeting by means
         of remote communication is a shareholder or proxy holder; (ii)
         reasonable measures are implemented to provide each shareholder or
         proxy holder a reasonable opportunity to participate in the meeting and
         to vote on matters submitted to the shareholders, including an
         opportunity to read or hear the proceedings of the meeting
         substantially concurrently with the proceedings; and (iii) if any
         shareholder or proxy holder votes or takes other action at the meeting
         by means of remote communication, a record of the vote or other actions
         maintained by the Corporation.

THE FOURTH SENTENCE OF ARTICLE II, SECTION 8 IS AMENDED TO READ AS FOLLOWS:

         To be timely, a shareholder's notice must be delivered to or mailed and
         received at the principal executive offices of the Corporation not less
         than 120 calendar days before the date of the Corporation's proxy
         statement released to shareholders in connection with the previous
         year's annual meeting; provided, however, if the Corporation did not
         hold an annual meeting the previous year, or if the date of the current
         year's annual meeting has been changed by more than 30 days from the
         date of the previous year's meeting, then in order for a shareholder's
         notice to be timely, it must be received a reasonable time before the
         Corporation begins to print and mail its proxy materials.

THE LAST SENTENCE OF ARTICLE II, SECTION 8 IS AMENDED TO READ AS FOLLOWS:

         Notwithstanding anything in these Bylaws to the contrary, the
         Corporation shall be under no obligation to submit for action any
         shareholder proposal at any meeting of shareholders, if either the
         shareholder is not eligible, or the Corporation would otherwise be
         permitted to



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         omit the proposal, in accordance with applicable rules under the
         Securities Exchange Act 1934 as amended.

SUB-SECTION (IV) TO ARTICLE III, SECTION 1 IS ADDED AS FOLLOWS:

                  (iv) Satisfies the requirements of an independent director
         under the Sarbanes-Oxley Act of 2002.

THE FOLLOWING LAST SENTENCE TO ARTICLE III, SECTION 7 IS ADDED AS FOLLOWS:

         In addition, notices of special meetings may also be delivered to each
         director by electronic transmissions (in accordance with Article IX,
         Section 7 of these bylaws) and shall be deemed given when
         electronically transmitted to the director in a manner authorized by
         the director.

ARTICLE III, SECTION 12 IS AMENDED TO READ AS FOLLOWS:

                  Section 12. Meetings by telephone or remote communication.
         Members of the Board or any committee appointed by the Board may
         participate in a meeting of the Board or any committee by means of
         conference telephone or other means of remote communication through
         which all persons participating in the meeting can communicate with the
         other participants. Participation in a meeting in such manner shall
         constitute presence in person at such meeting. A written record shall
         be made of all actions taken at any meeting conducted by means of a
         conference telephone or other means of remote communication.

THE SECOND SENTENCE OF ARTICLE III, SECTION 13 IS AMENDED TO READ AS FOLLOWS:

         To be timely, a shareholder's notice must be delivered to or mailed and
         received at the principal executive offices of the Corporation not less
         than 120 calendar days before the date of the Corporation's proxy
         statement released to shareholders in connection with the previous
         year's annual meeting; provided, however, if the Corporation did not
         hold an annual meeting the previous year, or if the date of the current
         year's annual meeting has been changed by more than 30 days from the
         date of the previous year's meeting, then in order for a shareholder's
         notice to be timely, it must be received a reasonable time before the
         Corporation begins to print and mail its proxy materials.

THE FIRST THREE SENTENCES OF ARTICLE IV, SECTION 1 ARE AMENDED TO READ AS
FOLLOWS:

         The Board may, by Resolution passed by a majority of the entire Board,
         designate one or more committees, with each committee consisting of two
         (2) or more directors of the Corporation. The Board shall designate an
         Audit Committee, all of which members shall be Independent Directors,
         as that term is defined in these Bylaws. 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;
         provided, however, that at all times all the members of the Audit
         Committee shall be Independent Directors.

THE FOLLOWING SENTENCE IS ADDED TO THE END OF ARTICLE V, SECTION 5 AS FOLLOWS:

         The Board of Directors shall determine, in its discretion, whether any
         individual appointed to the position of Chairman of the Board is deemed
         to be an officer of the Corporation.

THE FIRST SENTENCE OF ARTICLE V, SECTION 7 IS AMENDED TO READ AS FOLLOWS:

         The President, subject to the direction of the Chief Executive Officer,
         shall have general charge of the business, affairs and property of the
         Corporation and general supervision of its other officers and agents.

ARTICLE IX, SECTION 7 IS ADDED AS FOLLOWS:

                  Section 7. Electronic Transmission. In accordance with the
         Michigan Business Corporation Act and the Articles of Incorporation,
         any shareholder or Board of Director action which requires the notice
         to a shareholder or director or written signature of a



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         shareholder or director may be delivered to or by such shareholder or
         director via electronic transmission, including, but not limited to,
         notices of shareholder and director meetings and shareholder and
         director consents. "Electronic transmission" or "electronically
         transmitted" means any form of communication that meets all of the
         following: (i) it does not directly involve the physical transmission
         of paper; (ii) it creates a record that may be retained and retrieved
         by the recipient; (iii) it may be directly reproduced in paper form by
         the recipient through an automated process.



ADOPTED:  NOVEMBER 21, 2002