AMENDED AND RESTATED BY-LAWS

                                       OF

                     CONSOLIDATED DELIVERY & LOGISTICS, INC.

     (adopted as of September 8, 1995, as amended through November 6, 1997)

                                    ARTICLE I
                                     OFFICES

          The principal  place of business or office of the  Corporation as well
as all branch or subordinate places of business or offices may be established at
any time by the board of  directors  (the  "Board") at any place or places where
the  Corporation  is  qualified  to do  business or where  qualification  is not
required.

                                   ARTICLE II
                                  SHAREHOLDERS

          2.1.  Annual Meeting.  -- The annual meeting of Shareholders  shall be
held upon not less than ten (10) nor more than sixty (60) days written notice of
the time,  place and purposes of the meeting.  The meeting  shall be held at the
time and at the place determined by the Board. At the meeting,  the Shareholders
shall elect Directors and transact any other business that properly comes before
the meeting.

          2.2.  Special  Meetings.  -- A special meeting of Shareholders  may be
called for any  purpose by either the  Chairman  of the Board or the Board.  The
meeting  shall be held at the time and at the place  determined  by  either  the
Chairman of the Board, or the Board.

          2.3.  Record  Date.  -- The Board may fix in advance a record date for
determination  of Shareholders  entitled to notice of and to vote at any meeting
of Shareholders. The record date shall not be more than sixty (60) days nor less
than ten (10) days before the date of the meeting.

          2.4.  Notice of Meeting.  --  Whenever  Shareholders  are  required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place,  date and hour of the meeting,  and in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law,  the written  notice of any meeting
shall be given personally or by mail, not less than ten (10) nor more than sixty
(60) days before the date of the meeting,  to each Shareholder  entitled to vote
at such meeting.  If mailed,  notice shall be deemed given when deposited in the
United States mail, postage prepaid,  directed to the Shareholder at his address
as it appears on the records of the Corporation.

          2.5  Adjournments.  -- When a meeting is  adjourned to another time or
place,  notice need not be given of the adjourned  meeting if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting,  the  Corporation may transact any business which might have
been transacted at the original  meeting.  If,  however,  the adjournment is for
more than thirty  (30) 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  Shareholder  of  record  entitled  to vote at the  meeting.  Any
previously  scheduled  meeting of the Shareholders may be postponed,  and unless
the Certificate of Incorporation  otherwise provides, any special meeting of the
Shareholders may be canceled by resolution of the Board upon public notice given
prior to the date previously scheduled for such meeting.

          2.6. Quorum. -- The presence at a meeting in person or by proxy of the
holders  of  shares  entitled  to cast a  majority  of the  votes of all  shares
entitled  to vote  shall  constitute  a quorum for the  purpose  of  transacting
business.  In the absence of a quorum,  the presiding  officer at the meeting or
the  Shareholders  present,  even  though  less than a quorum,  may  adjourn the
meeting to another time and place and,  except as provided in the Section 2.5 of
these By-Laws, notice of the adjourned meeting need not be given.

          2.7 Presiding Officer and Secretary.  -- The Chairman of the Board, or
in his absence the President,  shall preside at all  Shareholder  meetings.  The
Secretary,  or in his  absence the  appointee  of the  presiding  officer of the
meeting, shall act as the Secretary of the meeting.

          2.8 Vote of Shareholders.

          a. Action  without a Meeting.  -- Whenever  the vote of the holders of
shares of any class or series is  required  or  permitted  to be taken for or in
connection with any corporate  action,  the meeting and vote of such holders may
be  dispensed  with if such  action is taken  with the  written  consent of such
holders  having a majority  of the total  number of votes  which might have been
cast for or in connection with the proposed  corporate  action if a meeting were
held;  provided that such written  consent shall not be given by holders  having
less than the  minimum  percentage  of the vote  required  by  statute  for such
action,  and further provided that prompt notice is given to all such holders of
the taking of  corporate  action  without a meeting  and by less than  unanimous
written  consent.

          b. Votes per Share.  -- Except as otherwise  provided these By-Laws or
by the  Certificate  of  Incorporation,  each  holder  of record of stock of the
Corporation  entitled to vote on any matter at any meeting of Shareholders shall
be entitled to one vote for each share of such stock  registered  in his name on
the stock ledger of the Corporation on the record date for the  determination of
the Shareholders  entitled to vote at the meeting.  Except as otherwise provided
in  Section  2.8(d),  the  method of voting  and the  manner in which  votes are
counted shall be discretionary with the presiding officer at the meeting.

          c. Vote by Proxy. -- Each Shareholder entitled to vote at a meeting of
Shareholders  may authorize  another  person or persons to act for him by proxy,
but no such proxy  shall be voted or acted  upon after  three (3) years from its
date,  unless  such proxy  provides  for a longer  period.  Any copy,  facsimile
telecommunication or other reliable  reproduction of the writing or transmission
duly  authorizing  another to act as proxy may be substituted or used in lieu of
the  original  writing or  transmission  for any and all  purposes for which the
original  writing  or  transmission  could be used,  provided  that  such  copy,
facsimile   telecommunication   or  other   reproduction  shall  be  a  complete
reproduction for the entire original  writing or  transmission.  A duly executed
proxy  shall be  irrevocable  if it so states and if, and only as long as it is,
coupled with an interest  sufficient in law to support an  irrevocable  power. A
Shareholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting in person,  by filing an instrument in writing  revoking the proxy or by
filing  another duly  executed  proxy bearing a later date with the Secretary of
the Corporation.

          d. Election of Directors. -- Whenever Directors are to be elected at a
meeting,  they shall be elected by a plurality  of the votes cast at the meeting
by the Shareholders entitled to vote thereat. The vote for election of Directors
shall be by  written  ballot.  Whenever  any  corporate  action,  other than the
election of Directors,  is to be taken by vote of Shareholders at a meeting,  it
shall,  except as otherwise  required by the Certificate of  Incorporation or by
these  By-Laws,  be authorized by a majority of the votes cast at the meeting by
the Shareholders entitled to vote thereat.

          2.9 Judges of  Election.  -- The Board may at any time  appoint two or
more  persons to serve as judges of election at any meeting of  Shareholders  to
act as judges and tellers with  respect to all votes by ballot at such  meeting.
If any judge  appointed  is absent or refuses to act,  or if his office  becomes
vacant and is not filled by the Board, the judges then present may act, provided
that such judges  constitute a majority of the judges appointed.  Otherwise,  if
there is a failure  to elect or appoint  judges,  the  presiding  officer of the
meeting may appoint one or more judges for such meeting.  No Director or Officer
of the Corporation  shall be eligible for election or appointment as judge.  The
judges appointed to act at any meeting of the Shareholders, before entering upon
the discharge of their duties,  shall be sworn  faithfully to execute the duties
of judges at such meeting with strict  impartiality and according to the best of
their ability, and the oath so taken shall be subscribed by them.

          2.10.  List of  Shareholders  Entitled to Vote. -- The Secretary shall
prepare and make, at least ten (10) days before every meeting of Shareholders, a
complete  list of  Shareholders  entitled  to vote at the  meeting,  arranged in
alphabetical  order,  and showing the address of each Shareholder and the number
of shares registered in the name of each Shareholder. Such list shall be open to
the  examination  of any  Shareholder,  for any purpose  germane to the meeting,
during ordinary  business hours, for a period of at least ten (10) days prior to
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 Shareholder who is present. The share ledger
shall be the only  evidence as to who are the  Shareholders  entitled to examine
the share ledger,  the list of Shareholders or the books of the Corporation,  or
to vote in person or by proxy at any meeting of Shareholders.

                                   ARTICLE III
                               BOARD OF DIRECTORS

          3.1  Number  and Term of  Office - (a) The  Board of  Directors  shall
consist of not less than three (3) nor more than twenty-one (21) directors,  the
actual number of which is to be fixed from time to time by the Board.

          (b) The Board shall be divided into three classes, the members of each
class to serve for three  years.  The number of directors in each class shall be
fixed by the Board at the time the number of directors is fixed,  and the number
of  directors  in each class  shall be as nearly  equal as  possible as the then
total number of directors  constituting the entire Board permits. This paragraph
may only be amended by the shareholders of the Corporation.

          (c) At the annual meeting of  stockholders  at which the  stockholders
approve the provision in the by-laws  authorizing a classified Board,  directors
of the first class  shall be elected to hold  office for a term  expiring at the
next succeeding  annual meeting of  stockholders,  directors of the second class
shall be elected to hold  office for a term  expiring  at the second  succeeding
annual  meeting of  stockholders,  and  directors  of the third  class  shall be
elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting. At each annual meeting  thereafter,  directors shall be elected to fill
the  directorships  of the class of directors  whose terms have  expired.  Those
directors  shall hold office until the third  successive  annual  meeting  after
their election and until their  successors  have been elected and qualified,  so
that the term of office of one class of  directors  shall  expire at each annual
meeting.

          3.2. Regular Meetings. -- A regular meeting of the Board shall be held
without  notice  immediately  following  and at the  same  place  as the  annual
Shareholders'  meeting for the purpose of electing  Officers and  conducting any
other  business  that may come before the meeting.  The Board may decide to have
additional regular meetings that may be held without notice.

          3.3. Special Meetings. -- A special meeting of the Board may be called
for any purpose at any time by the Chairman or by the Board.  The meeting  shall
be held  upon not less  than one (1) day  notice  if given by  telegram,  orally
(either by telephone or in person),  by same-day courier service or by facsimile
transmission,  upon not less  than two (2)  days  notice  if given by  overnight
courier delivery service, or upon not less than five (5) days notice if given by
depositing the notice in the United States mails,  first class postage  prepaid.
The notice shall be deemed given at the time it is given  orally,  the facsimile
transmission  is  originated  (and  there is no  reason  to  believe  it was not
received),  it is delivered to the overnight courier service, or it is deposited
in the United States mails. The notice shall specify the time and place and may,
but need not, specify the purposes of the meeting.

          3.4. Action Without Meeting. -- The Board or any committee thereof may
act without a meeting if, prior or subsequent to the action,  each member of the
Board or of such  committee  consents  in writing  to the  action.  The  written
consent  or  consents  shall  be  filed  with the  proceedings  of the  Board or
committee.

          3.5. Use of Communications  Equipment. -- Any Director may participate
in a meeting of the Board by means of conference telephone or any other means of
communication by which all persons participating in the meeting are able to hear
each other.

          3.6. Quorum;  Votes Required.  -- The presence at a meeting of persons
entitled to cast a majority of the votes of the entire Board shall  constitute a
quorum for the transaction of business. Any action approved by a majority of the
votes of  Directors  present at a meeting at which a quorum is present  shall be
the act of the Board.  In the  absence of a quorum,  the  Directors  present may
adjourn any meeting from time to time until a quorum is present and no notice of
an  adjourned  meeting need be given other than by  announcement  at the meeting
which  is being  adjourned.  At such  adjourned  meeting  at  which a quorum  is
present,  any business may be transacted which might have been transacted at the
meeting originally called.

          3.7.  Vacancies  in Board of  Directors.  -- Any vacancy in the Board,
including a vacancy  caused by an increase  in the number of  Directors,  may be
filled by a majority of the votes of the remaining  Directors,  even though less
than a quorum of the Board,  or by a sole remaining  Director,  and Directors so
chosen  shall hold  office for a term  expiring  at the next  annual  meeting of
Shareholders.  No decrease  in the number of  Directors  constituting  the Board
shall shorten the term of any incumbent Director.

          3.8  Compensation  of Directors.  -- Directors who are not Officers of
the Corporation shall receive such compensation as may be fixed by the Board for
service on the Board or any committee thereof.

          3.9 Removal.  -- Any Director or Directors  may be removed from office
at any time either with or without by the  affirmative  vote of (i) the majority
of the holders of voting  power of the then  outstanding  shares of stock of the
Corporation  entitled to vote  generally  in the election of  Directors,  voting
together as a single class, or (ii) a majority of the Board.

                                   ARTICLE VI
                             COMMITTEES OF THE BOARD

          4.1 Executive  Committee.  -- The Corporation  shall have an Executive
Committee consisting of seven members,  including (i) the Chairman of the Board,
the President and the Executive  Officer  appointed as Chief Financial  Officer,
each of whom shall be ex-officio members and (ii) four (4) additional  Directors
appointed  by the Board.  The  Chairman  of the Board,  or in his  absence,  the
President, shall preside at meetings of the Executive Committee.

          The Executive  Committee shall exercise such powers as may be assigned
to it by the  Board  and may  consider  and make  recommendations  to the  Board
regarding any matters relating to the affairs of the Corporation.

          Meetings of the  Executive  Committee  shall be held at such times and
places as the Executive  Committee  shall determine or upon call of the Chairman
of the  Board  or the  President.  One-third  of the  members  of the  Executive
Committee,  including  at least  one  ex-officio  member  and at least one other
member, shall constitute a quorum of the Executive Committee for the transaction
of business.

          4.2  Other  Committees.  -- The  Board  may  from  time  to  time,  by
resolution adopted by a majority of the whole Board, designate one or more other
committees,  each  committee  to  consist  of  two  or  more  Directors  of  the
Corporation.  Any such committee  shall exercise those powers as may be assigned
to it by the Board.

          4.3 Committee Rules;  Quorum;  Manner of Acting. -- Each committee may
adopt  rules  consistent  with  these  By-Laws  governing  the method of calling
meetings and determining the time and place for holding such meetings.  One-half
of any  committee for which a quorum is not otherwise set forth in these By-Laws
shall  constitute a quorum for the  transaction  of  business,  unless the Board
shall  otherwise  provide,  and the act of a  majority  of the  members  of such
committee  present at a meeting at which a quorum is present shall be the act of
such committee.

                                    ARTICLE V
                                WAIVERS OF NOTICE

          Any  notice   required  by  these  By-Laws,   by  the  Certificate  of
Incorporation,  or by the  Delaware  General  Corporation  Law may be  waived in
writing by any person  entitled  to  notice.  The  waiver,  or  waivers,  may be
executed  either  before or after the event with  respect to which the notice is
waived. Each Director or Shareholder  attending a meeting without protesting the
lack of proper  notice prior to the  conclusion  of such meeting shall be deemed
conclusively to have waived notice of the meeting.

                                   ARTICLE VI
                                    OFFICERS

          6.1. Titles. -- The Corporation shall have the following  Officers:  a
Chairman  of the Board,  a  President,  one or more Vice  Presidents,  including
Executive  Vice  Presidents  and  Senior  Vice  Presidents,  a  Secretary  and a
Treasurer.  In addition, such other Officers as may be appointed by the Board at
any time or from  time to time.  The  Board may by  resolution  delegate  to the
Executive Committee,  and to such other Officers as the Board may designate, the
authority (i) to appoint Officers below the level of Executive Vice President or
its equivalent,  (ii) to assign powers and duties to any Officer below the level
of Executive Vice President or its equivalent, (iii) to rescind or terminate the
appointment  of any Officer below the level of Executive  Vice  President or its
equivalent,  and (iv) to accept the resignation of any Officer.  Any one or more
Vice Presidents may be designated  Senior  Executive Vice  President,  Executive
Vice  President  or Senior Vice  President.  One person may hold any two or more
offices and perform the duties thereof.

          6.2 Appointment, Term and Compensation of Officers. -- The Chairman of
the Board and the President shall be appointed by the Board to hold office until
the next annual  meeting of the Board and until their  successors  are appointed
and qualified. The term of office of all other Officers shall be at the pleasure

<PAGE>

of the Board.  Subject to the terms of any agreement binding on the Corporation,
the compensation of all Officers of the Corporation shall be fixed by resolution
of the Board,  except that the Board may authorize the Chairman or the President
to fix the  compensation of any person in any official  position and to delegate
such authority to any other Officers designated by the Board.

          6.3 Duties and Authority of the Chairman of the Board. -- The Chairman
of the Board shall be the Chief Executive  Officer of the  Corporation.  Subject
only to the direction and control of the Board, the Chairman have general charge
and supervision  over, and  responsibility  for, the business and affairs of the
Corporation. Unless otherwise directed by the Board, all other Officers shall be
subject to the authority and supervision of the Chairman. The Chairman may enter
into and execute in the name of the Corporation  contracts and other instruments
in the regular  course of business  which are  authorized,  either  generally or
specifically,  by the Board.  The  Chairman  shall have the  general  powers and
duties of management  usually  vested in the Chairman of a business  corporation
and shall have such other powers and duties as may be prescribed by the Board.

          6.4  Duties  and  Authority  of  President.  -- In  the  event  of the
Chairman's  absence or inability to act, or if the Board has so designated,  the
President shall be the Chief Executive  Officer of the  Corporation.  Otherwise,
the President shall be the Chief Operating  Officer of the Corporation and shall
be  responsible  only to the  Chairman  and to the  Board  for  those  areas  of
operation of the business and affairs of the  Corporation  as shall be delegated
to the President by the Board or by the Chairman.  Unless otherwise specified by
the Board or by the Chairman,  all other Officers of the Corporation (except the
Chairman)  shall be subject to the authority and  supervision  of the President.
The  President  may  enter  into  and  execute  in the  name of the  corporation
contracts  or other  instruments  in the  regular  course of  business  that are
authorized, either generally or specifically, by the Board.

<PAGE>

          6.5 Duties and Authority of Vice  Presidents.  -- Each Vice  President
shall perform the duties and have the authority  that may be delegated to him or
her from time to time by the Chairman,  by the President or by the Board. In the
absence of the President,  or in the event of the President's death,  inability,
or refusal to act (unless the Board  determines  otherwise),  the Vice President
designated  as successor  for these  purposes by the Board or, if there is none,
the most Senior Vice President,  shall perform the duties and be vested with the
authority of the  President.

          6.6 Duties and Authority of Treasurer.  -- Unless otherwise designated
by the Board, the Treasurer shall be the Chief Financial Officer of the Company.
The Treasurer,  or any Assistant Treasurer,  shall have custody of the funds and
securities of the  corporation  and shall keep or cause to be kept regular books
of account for the  Corporation.  The Treasurer,  and each Assistant  Treasurer,
shall perform such other duties and possess such other powers as are incident to
their respective  offices or as shall be assigned to him or her by the Chairman,
by the President or by the Board.

          6.7  Duties and  Authority  of  Secretary.  -- The  Secretary,  or any
Assistant  Secretary,  shall  cause  notices  of all  meetings  to be  served as
prescribed  in these  By-Laws  and shall keep or cause to be kept the minutes of
all  meetings  and  written  consents  of the  Shareholders  and the Board.  The
Secretary,  and each  Assistant  Secretary,  shall perform such other duties and
possess  such other  powers as are  incident to their  respective  offices or as
shall be  assigned to him or her by the  Chairman,  by the  President  or by the
Board.

                                   ARTICLE VII
                       CAPITAL STOCK AND OTHER SECURITIES

          7.1.  Issuance  of Stock  and Other  Securities.--Certificates  of any
class of capital stock of the  Corporation  and  certificates  representing  any
other  securities  of the  Corporation  shall be  signed  by the  Chairman,  the
President,  or any  Vice  President  and  countersigned  by the  Secretary,  any
Assistant Secretary,  the Treasurer or any Assistant Treasurer. The signature of
each Officer may be an engraved or printed facsimile.  If an Officer or transfer

<PAGE>

agent or registrar whose facsimile  signature has been placed upon  certificates
ceases to hold the official capacity in which he or she signed, the certificates
may continue to be used. The certificates  may, but need not, be sealed with the
seal of the Corporation,  or a facsimile of the seal. The certificates  shall be
countersigned and registered in whatever manner the Board may prescribe.

          7.2. Lost, Stolen and Destroyed Certificates.--In case of lost, stolen
or destroyed  certificates,  new  certificates may be issued to take their place
upon receipt by the Corporation of an appropriate  affidavit accompanied by bond
of indemnity and under whatever  regulations may be prescribed by the Board. The
giving of a bond of indemnity may be waived.

          7.3. Transfer of  Securities.--The  shares of the capital stock or any
other  registered  securities of the  Corporation  shall be  transferable on the
books of the  Corporation  by the holder  thereof in person or by that  person's
authorized  agent, or by the transferee,  upon surrender for cancellation to the
transfer agent of an outstanding certificate or certificates for the same number
of shares or other  security with an assignment  and  authorization  to transfer
endorsed thereon or attached thereto, duly executed, together with such proof of
the  authenticity  of the signature and of the power of the assignor to transfer
the securities as the Corporation or its agents may require.

          7.4. Record Date for Dividends or Rights.--The  Board may fix a record
date in advance as of which shares of stock shall be held of record to entitle a
Shareholder  to the payment of any dividend,  to the allotment of rights,  or to
exercise  rights in respect to any  change,  conversion  or  exchange of capital
stock of the  Corporation.  The record date shall not precede by more than sixty
(60) days the date of the dividend  payment,  or the allotment of rights, or the
date when the change, conversion or exchange of capital stock shall take effect.
Only  Shareholders  of record on the record date shall be entitled to receive or
exercise  the rights or benefits  when they shall  accrue,  notwithstanding  any
transfer of any stock on the books of the  Corporation  subsequent to the record
date.

          7.5.  Issuance  of   Shares.--Shares  of  the  capital  stock  of  the
Corporation which have been authorized but not issued may be sold or issued from
time to time for such consideration as may be determined by the Board.

                                  ARTICLE VIII
                                 CORPORATE SEAL

                  The Seal of the  Corporation  shall be in such  form as may be
approved from time to time by the Board and said seal,  or a facsimile  thereof,
may be  imprinted  or affixed by any  process or in any manner  reproduced.  The
Secretary and any other Officers  authorized by resolution of the Board shall be
empowered to use and attest the corporate seal on all documents.

                                   ARTICLE IX
                                  MISCELLANEOUS

          9.1.  Inspection  of  Corporate  Records.  -- The share  register,  or
duplicate share register,  and minutes of proceedings of the Shareholders  shall
be open to  inspection  for any proper  purpose  upon the written  demand of any
person  who has been a  Shareholder  of  record  or  holder  of a  voting  trust
certificate for at least six months immediately  preceding that person's demand,
or any person  holding,  or so authorized in writing by the holders of, at least
five percent of the outstanding  shares of any class. The inspection may be made
at any  reasonable  time not less  than five days  after  the  person  has given
written notice of the demand to the  Corporation.  The inspection may be made in
person or by an agent or attorney and shall include the right to make  extracts.
Demand for  inspection  shall be made in writing upon the President or Secretary
of the Corporation.

          9.2. 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 or payable to the  Corporation,  shall be signed or endorsed by the person or
persons and in such  manner,  manually or by  facsimile  signature,  as shall be
determined from time to time by the Board.

<PAGE>

          9.3. Execution of  Contracts.--The  Board may authorize any Officer or
Officers,  agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation. The authority may be general or
confined to specific  instances.  No Officer,  agent or employee  shall have any
power or authority to bind the  Corporation  by any contract or engagement or to
pledge  its  credit or to render it liable  for any  purpose  or for any  amount
unless so authorized by the Board or these By-Laws.

          9.4.  Voting  Shares  of  Other   Corporations.--The   Chairman,   the
President,  or any Vice  President are each  authorized  to vote,  represent and
exercise on behalf of this Corporation all rights incident to any and all shares
of stock of any other  corporation or corporations  standing in the name of this
Corporation.  The authority  herein  granted may be exercised by those  Officers
either  in  person  or by proxy or by power of  attorney  duly  executed  by the
Officer.

                                   ARTICLE X
                      AMENDMENTS TO AND EFFECT OF BY-LAWS


          10.1. Force and Effect of By-Laws. -- These By-Laws are subject to the
provisions  of the  Delaware  General  Corporation  Law  and  the  Corporation's
certificate of  incorporation,  as each may be amended from time to time. If any
provision in these By-Laws is  inconsistent  with a provision in that Act or the
certificate of  incorporation,  the provision of that Act or the  certificate of
incorporation shall govern.

          10.2. Amendments to By-Laws. -- These By-Laws may be altered, amended,
or repealed by the  Shareholders or the Board.  Any by-law adopted or amended by
the Shareholders may be amended or repealed by the Board,  unless the resolution
of the Shareholders  adopting the by-law expressly  reserves to the Shareholders
the right to amend or repeal it.