Exhibit 4(i).3


 


ARTICLE II


 


SHAREHOLDERS’ MEETING


 


2.1           Place of
Meetings. Meetings of shareholders entitled to vote shall be held at
any place within or without the State of Texas designated by the Board of
Directors pursuant to authority hereinafter granted to the Board, or by written
consent of all persons entitled to vote thereat. The Board of Directors may
determine that any meeting may be held solely by remote communication in
accordance with Texas law. Any meeting is valid wherever held if held by the
written consent of all the persons entitled to vote thereat, given either
before or after the meeting and filed with the Secretary of the corporation.


 


2.2           Date and
Time of Annual Meeting. The annual meeting of the shareholders
entitled to vote shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. At such meeting
Directors shall be elected and any other business may be transacted which is
within the powers of the shareholders.


 


2.3           Notice of
Meetings. Notice of all meetings of shareholders shall be given in
writing to shareholders entitled to vote by the President, or Secretary, or by
the Officer or person calling the meeting, or, in case of his neglect or
refusal, or if there is no person charged with the duty of giving notice, by
any Director or shareholder. The notice shall be given to each shareholder,
either personally or by prepaid mail. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon paid. With the consent of a shareholder,
notice from the Corporation may be given to that shareholder by electronic
transmission.  The shareholder may
specify the form of electronic transmission to be used to communicate
notice.  The shareholder may revoke this
consent by written notice to the Corporation. 
The consent is deemed to be revoked if the Corporation is unable to
deliver by electronic transmission two consecutive notices and the person
responsible for delivering notice on behalf of the Corporation knows that
delivery of these two electronic transmissions was unsuccessful, provided,
however, that the inadvertent failure to treat the unsuccessful transmissions
as a revocation of consent does not invalidate a meeting or other action.  Notice by electronic transmission is deemed
given when the notice is (A) transmitted to a facsimile number provided by
the shareholder for the purpose of receiving notice; (B) transmitted to an
electronic mail address provided by the shareholder for the purpose of
receiving notice; (C) posted on an electronic network, and a message is
sent to the shareholder for the purpose of alerting the shareholder of a posting;
or (D) communicated to the shareholder by any other form of electronic
transmission consented to by the shareholder.


 


2.4           Time of
Notice. Notice of any meeting of shareholders shall be sent to each
shareholder entitled to vote not less than ten (10) days nor more than
fifty (50) days before the meeting, except in the case of a meeting for the
purpose of approving a merger or consolidation agreement, in which case the
notice must be given not less than twenty (20) days prior to the date of the
meeting.


 


2.5           Contents of
Notice. Notice of any meeting of shareholders shall specify the
place, date, and hour of the meeting. The Notice may state the means of any
remote communications by which shareholders may be considered present and may
vote at the meeting.  The notice shall
also specify the purpose of the meeting if it is a special meeting, or if its
purpose, or one of its purposes, will be to consider a proposed amendment of
the Articles of Incorporation, to consider a proposed merger or consolidation,
to consider a proposed reduction of stated capital without amendment, to
consider a voluntary dissolution or the revocation of a voluntary dissolution
by the act of the Corporation, or to consider a proposed disposition of all, or
substantially all, of the assets of the Corporation outside of the ordinary
course of business.


 


2.6           Notice of
Adjourned Meeting. When a shareholders’ meeting is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. When a meeting is adjourned for less than
thirty (30) days, it is not necessary to give any notice of the time and place
of the adjourned meeting or of the business to be transacted thereat, other
than by announcement at the meeting at which the adjournment is taken.


 

















 


2.7           Call of
Special Meetings. Upon request in writing to the President, a
Vice-President, or the Secretary, sent by registered mail or delivered to the
Officer in person, by any persons entitled to call a meeting of shareholders,
they forthwith shall cause notice to be given to the shareholders entitled to
vote, that a meeting will be held at a time fixed by the Officer, not less than
ten (10) days after the receipt of the request. The request will state the
purposes of the proposed meeting. 
Business transacted at all special meetings will be confined to the
purposes stated in the notice of the meeting unless all shareholders entitled
to vote are present and consent otherwise. 
If the notice is not given within seven (7) days after the date of
delivery, or the date of mailing of the request, the persons calling the
meeting may fix the time of the meeting and give the notice in the manner
provided in these Third Amended and Restated Bylaws (“Bylaws”). Nothing
contained in this section shall be construed as limiting, fixing, or affecting
the time or date when a meeting of shareholders called by action of the Board
of Directors may be held.


 


2.8           Persons
Entitled to Call Special Meetings. Special meetings of the
shareholders, for any purpose whatsoever, may be called at any time by any of
the following: (1) the President; (2) the Board of Directors; or (3) the
President at the request of the holders of not less than Fifty Percent (50%) of
all outstanding shares of the Corporation entitled to vote at such meetings.


 


2.9           Quorum of
Shareholders. The presence in person or by proxy of the persons
entitled to vote Fifty Percent (50%) of the voting shares at any meeting
constitutes a quorum for the transaction of business except as otherwise
provided by statute or these Bylaws.


 


2.10         Loss of
Quorum. In the absence of a quorum, any meeting of shareholders may
be adjourned from time to time by the vote of a majority of the shares entitled
to vote, the holders of which are either present in person or represented by
proxy thereat, but no other business may be transacted. Notwithstanding the
above, shareholders present at a duly organized meeting with a quorum present
may continue to do business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.


 


2.11         Record Date
for Determination of Shareholders. The Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be no more than fifty (50) days and, in case of
meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.


 


2.12         Date of
Notice or Resolution for Determination of Shareholders. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, is the record date for such
determination of shareholders.


 


2.13         Adjourned
Meetings. When any determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this Article, such
determination shall apply to any adjournment thereof.


 


2.14         Inspectors
of Election. The Chairman of each meeting of shareholders shall
appoint one or more persons to act as inspector(s) of election. The
inspector(s) of election shall report to the meeting the number of shares
of each class and series of stock, and of all classes, represented either in
person or by proxy that are entitled to vote. The inspector(s) of election
shall oversee the vote of the shareholders for the election of Directors and
for any other matters that are put to a vote of shareholders entitled to vote
at the meeting; judge the qualifications of shareholders voting; collect,
count, and report the results of ballots cast by any shareholders voting in
person; and perform such other duties as may be required by the Chairman of the
meeting or the shareholders.


 


2.15         Notice of
Shareholder Business. At an annual meeting of shareholders, only
such business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any shareholder
of the Corporation entitled to vote who complies with the notice procedure set
forth. For business to be properly brought before an annual meeting by a
shareholder, the shareholder entitled to vote must have given timely notice
thereof in writing to the Secretary of the Corporation.


 


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 forty-five (45) days
before the date the Corporation mailed its proxy 


 

















 


materials for the prior
year’s annual meeting (such date to be identified in the prior year’s proxy
statement). A shareholder’s notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting the
following information: (a) a brief description of the business desired to
be brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (b) the name and address of the
shareholder proposing such business; (c) the number of shares of the
Corporation which are beneficially owned by the shareholder; and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with these procedures. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with
these provisions, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.


 


2.16         Voting List.
At least eleven (11) days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of and the type and
number of shares held by each, shall be kept on file at the registered office
of the Corporation and shall be subject to inspection of any shareholder during
the whole time of the meeting. The share logs provided by the Corporation’s
transfer agent shall be prima facie evidence as to who are the shareholders
entitled to examine such list. However, failure to prepare and to make
available such list in the manner provided above shall not affect the validity
of any action taken at the meeting. Alternatively, the list of shareholders may
be kept on a reasonably accessible electronic network, if the information
required to gain access to the list is provided with the notice of the
meeting.  The Corporation is not required
to include any electronic contact information of any shareholder on the
list.  If the Corporation elects to make
the list available on an electronic network, the Corporation will take
reasonable steps to ensure that the information is available only to
shareholders of the Corporation.  The
list will be produced and kept open at the place and for the duration of the
meeting and will be subject to inspection by any shareholder present.  If the meeting is held by remote
communication, the list must be open to the examination of any shareholder for
the duration of the meeting on a reasonable accessible electronic network, and
the information required to access the list must be provided to shareholders
with the notice of the meeting.


 


2.17         Votes Per
Share. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, except to the extent that the voting rights of shares of any
class or classes are limited by the Articles of Incorporation, as amended.


 


2.18         Cumulative
Voting. Directors shall be elected by a plurality vote. Cumulative
voting shall not be permitted.


 


2.19         Voting by
Voice and Ballot. Elections for Directors need not be by ballot
unless a shareholder entitled to vote demands election by ballot at the
election and before the voting begins.


 


2.20         Proxies.
A shareholder may vote either in person or by proxy executed in writing by a
shareholder entitled to vote or by his authorized attorney in fact. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable, and in no event shall it remain irrevocable
for a period of more than eleven (11) months. A telegram telex, cablegram, or
similar transmission by the shareholder or a photographic, photostatic,
facsimile, or other similar reproduction of a writing executed by the
shareholder will be treated as an execution in writing.  Any electronic transmission must contain or
be accompanied by information from which it can be determined that the transmission
was authorized by the shareholder.


 


2.21         Waiver of
Notice. Any notice required by law or these Bylaws may be waived by
the execution by the person entitled to the notice of a written waiver of such
notice, which may be signed before or after the time stated in the notice.


 


2.22         Action
Without Meeting. Any action that may be taken at a meeting of the
shareholders, may be taken without a meeting if authorized by a writing dated
and signed by the shareholder or shareholders having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted. The writing authorizing the action without a meeting must be filed with
the President of the Corporation.  An
electronic transmission (if the Corporation can 


 

















 


determine that the
transmission was transmitted by the shareholder on the date it was transmitted)
by a shareholder or reproduction of a writing signed by a shareholder is
regarded as signed for the purposes of this Section of the Bylaws.  Consent given by electronic communication is
not regarded as delivered until it is reproduced in paper form and delivered to
the Corporation.  Any signed consent or
consents, or a signed copy thereof, shall be placed in the Minute Book of the
Corporation.  Prompt notice of any action
taken by shareholders without a meeting by less than unanimous written consent,
if permitted, must be given to those shareholders who did not consent in
writing to the action, but advance notice is not required.


 


2.23         Conduct of
Meetings. At every meeting of the shareholders, the President, or in
his absence, the Vice-President designated by the President, or in the absence
of any such designation, a Chairman (who shall be one of the Vice-Presidents,
if any is present) chosen by majority in interest of the shareholders of the
Corporation present in person or by proxy and entitled to vote, shall act as
Chairman. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as Secretary of all meetings of the shareholders. In the
absence at such meeting of the Secretary or Assistant Secretary, the Chairman
may appoint another person to act as Secretary of the meeting.


 


2.24         Telephone or
Remote Communication Meetings. 
Shareholders may participate in and hold a meeting by means of a
conference telephone or other similar means of remote communication equipment
so that all participants in the meeting can communicate with each other.  Participation in such a meeting will
constitute presence at the meeting, except when a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.  If voting takes place at such a meeting, the
Corporation must (A) implement reasonable measures to verify that each
person considered present and permitted to vote at the meeting is a shareholder
and (B) maintain a record of any vote or other action taken at the
meeting.


 


3.3           Number and
Election of Directors.  The
business and affairs of the Corporation shall be managed by a Board of
Directors, which shall have and may exercise all of the powers of the
Corporation, except such as are expressly conferred upon the Shareholders by
law, by the Articles of Incorporation as amended or by these Bylaws. Subject to
the rights of the holders of shares of any series of preferred stock then
outstanding to elect additional Directors under specific circumstances, the
Board of Directors shall consist of not less than three (3) nor more than
twenty-one (21) persons. The exact number of Directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from
time to time by either: (i) the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of Directors, (ii) the
affirmative vote of the holders of 66 2/3% or more of the voting power of all
of the shares of the Corporation entitled to vote generally in the election of
Directors, voting together as a single class, or (iii) the Articles of
Incorporation, as amended. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director;
provided, however, that the term of existing Directors may be shortened to
comply with Texas law. The Directors shall be divided into two classes, as
nearly equal in number as possible, with the term of office of the first class
to expire at the 2001 annual meeting of shareholders and the term of the second
class to expire at the 2002 annual meeting of shareholders (an initial two (2) year
term),  and with the members of each class to
hold office until their successors have been elected and qualified. At each
annual meeting of shareholders following such initial classification and
election, Directors, elected to succeed those Directors whose terms expire,
shall be elected for a term of office for the class whose term of office
expires at all such future annual meetings.


 


3.7           Filling
Vacancies by Shareholders – Reduction of Authorized Number of Directors. In
the event a vacancy in the number of generally elected Directors or in the
number of Directors elected pursuant to default dividend voting rights of
preferred shareholders exists and is not filled by the appropriate remaining
Directors, the vacancy may be filled by a vote of either the common
stockholders or the holders of preferred shares with the right to elect the
Director whose vacancy is being filled, as appropriate. If the Board of Directors
accepts the resignation of a Director tendered to take effect at a future time,
the appropriate remaining Directors failing to fill the vacancy within ten (10) days
of the effective date of the resignation, the shareholders may elect a
successor to take office unless the Board fills the vacancy prior to the
shareholders’ vote. A reduction of the authorized number of Directors does not
remove any Director prior to the expiration of his term of office.


 


3.8           Removal of
Directors. Any Director, or the entire Board of Directors, may be
removed from office at any time only for cause and only by the affirmative vote
of the holders of 66 2/3% or more of the voting 


 

















 


power of all of the
shares of the Corporation entitled to vote in the election of such Directors. “Cause”
shall be exclusively defined to mean: (a) conviction of a felony, (b) proof
of the gross negligence or willful misconduct of such Director which is
materially detrimental to the Corporation, or (c) proof of a breach of
fiduciary duty of such Director which is materially detrimental to the
Corporation.


 


ARTICLE VI


 


ISSUANCE AND TRANSFER OF CERTIFICATED AND UNCERTIFICATED SHARES


 


6.1           Classes and Series of
Shares. The Corporation may issue shares with such preferences,
rights, privileges, and restrictions as stated in the Articles of
Incorporation, as amended.


 


6.2           Form of
Shares.  The shares of the
Corporation may be either certificated shares or uncertificated shares or a
combination thereof.  A resolution
approved by a majority of the Board of Directors may provide that some or all
of any or all classes and series of the shares of the Corporation will be
uncertificated shares.  If the
Corporation changes to uncertificated shares after certificates have been issued,
a certificated ownership interest subject to the change becomes an
uncertificated ownership interest only after the certificate is surrendered to
the Corporation.


 


6.3           Certificates
for Fully Paid Shares. Neither certificated nor uncertificated
shares may be issued by the Corporation until the full amount of the
consideration has been paid. When such consideration has been paid to the
Corporation, the shares shall be deemed to have been issued and the
certificate, or similar documentation in the case of uncertificated shares,  representing such shares shall be issued to
the shareholder.


 


6.4           Fractional
Shares. The Corporation may, but shall not be obligated to, issue a
certificate, or similar documentation in the case of uncertificated shares, for
a fractional share, and the Board of Directors may, in lieu thereof, arrange
for the disposition thereof by those entitled thereto, by paying the fair value
in cash or issuing scrip in registered or bearer form which shall entitle the
holder to receive a certificate, or similar documentation in the case of
uncertificated shares, for a full share only upon the surrender of such scrip
aggregating a full share.  A certificate,
or similar documentation in the case of uncertificated shares, for a fractional
share shall, but scrip shall not, unless otherwise provided herein, entitle the
holder to exercise voting rights, to receive dividends, or to participate in
any of the assets of the Corporation in the event of liquidation. Such scrip,
if issued, shall become void if not exchanged for certificates, or similar
documentation in the case of uncertificated shares, representing full shares
within one year after its issue, or such scrip may be subject to the condition
that the shares for which it is exchangeable may be sold by the Corporation and
the proceeds thereof distributed to the holders of such scrip, and the same may
be subject to any other conditions which the Board of Directors may deem
advisable.


 


6.5           Consideration
for Shares. The consideration paid for the issuance of shares may
consist of money paid, labor done, property actually received, promissory notes
or the promise of future services.


 


6.6           Contents of
Share Certificates. Certificates for shares, or similar
documentation in the case of uncertificated shares, shall be of such form and
style, printed or otherwise, as the Board of Directors may designate, and each
certificate, or similar documentation in the case of uncertificated
shares,   shall state all of the
following facts:


 


(a)           That
the Corporation is organized under the laws of the State of Texas;


 


(b)           The
name of the person to whom issued;


 


(c)           The
number and class of shares and the designation of the series, if any, which
such certificate represents; and


 


(d)           The
par value of each share represented by such certificate or similar
documentation in the case of uncertificated shares, or a statement that the
shares are without par value.


 

















 


6.7           Restriction
on Transfer. Any restrictions imposed by the Corporation on the sale
or other disposition of its shares and on the transfer thereof must be copied
at length or in summary form on the face of each certificate representing
shares to which the restriction applies or similar documentation in the case of
uncertificated shares. The certificate may, however, state on the face or back
that such a restriction exists pursuant to a specified document and that the
Corporation will furnish a copy of the document to the holder of the
certificate without charge upon written request to the Corporation at its
principal place of business.


 


6.8           Preemptive
Rights. In the case of certificated shares, any preemptive rights of
a shareholder to acquire unissued or treasury shares of the Corporation which
are limited or denied by the Articles of Incorporation, as amended, must be set
forth at length on the face or back of the certificate representing shares
subject thereto. In lieu of providing such a statement in full on the
certificate, a statement on the face or back of the certificate may provide
that the Corporation will furnish such information to any shareholder without
charge upon written request to the Corporation at its principal place of
business and that a copy of such information is on file in the office of the
Secretary of State.


 


6.9           Signing
Certificates – Facsimile Signatures. All certificated shares shall
be signed by the President or a Vice-President and the Secretary or an
Assistant Secretary. The signatures of the President or Vice-President,
Secretary or Assistant Secretary may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar either of which
is not the Corporation itself or an employee of the Corporation. If the Officer
who has signed or whose facsimile signature has been placed on the certificate
has ceased to be such Officer before the certificate is issued, the certificate
may be issued by the Corporation with the same effect as if he were such
Officer at the date of its issuance.


 


6.10         Transfer of
Lost or Destroyed Shares. In the case of certificated shares, where
a share certificate has been lost, apparently destroyed, or wrongfully taken
and the owner fails to notify the Corporation of that fact within a reasonable
time after he has notice of it, and the Corporation registers a transfer of the
share represented by the certificate before receiving such a notification, the
owner is precluded from asserting against the Corporation any claim for
registering the transfer or any claim to a new certificate.


 


6.11         Replacement
of Lost or Destroyed Certificates. In the case of certificated
shares, where the holder of a share certificate claims that the certificate has
been lost, destroyed, or wrongfully taken, the Corporation shall issue a new
certificate in place of the original certificate if the owner so requests
(before the Corporation has notice that the share has been acquired by a bona
fide purchaser) and files with the Corporation a sufficient indemnity bond and
satisfies any other reasonable requirements imposed by the Board of Directors.


 


6.12         Transfer
After Replacement. If, after the issue of a new security as a
replacement for a lost, destroyed, or wrongfully taken certificated security, a
bona fide purchaser of the original certificate presents it for registration or
transfer, the Corporation must register the transfer unless registration would
result in overissue. In addition to any rights on the indemnity bond, the
Corporation may recover the new security from the person to whom it was issued
or any person taken under him except a bona fide purchaser.


 


6.13         Transfers of
Shares. Certificated shares of the Corporation will only be
transferred on its books upon the surrender to the Corporation of the share
certificates duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer. 
The surrendered certificates shall be canceled, new certificates issued
to the person entitled to them, and the transaction recorded on the books of
the Corporation.  Uncertificated shares
will only be transferred on the books of the Corporation upon the written
instruction from the registered or beneficial owner of such uncertificated
shares or from a duly authorized attorney, or from an individual presenting
proper evidence of succession, assignment, or authority to transfer the stock.


 


6.14         Transfer
Agents and Registrars. The Board of Directors may appoint one or
more transfer agents or transfer clerks, and one or more registrars which shall
preferably be an incorporated bank or trust company, either domestic or
foreign, who shall be appointed at such times and places as the requirements of
the Corporation may necessitate and the Board of Directors may designate.


 


6.15         Deemed
Ownership. A person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof as regards the
Corporation.


 

















 


6.16         Reasonable Doubts
as to Right to Transfer. When a transfer of shares is requested and
there is reasonable doubt as to the right of the person seeking the transfer,
the Corporation or its transfer agent, before recording the transfer of the
shares on its books or issuing any certificate therefor, or similar
documentation in the case of uncertificated shares, may require from the person
seeking the transfer reasonable proof of his right to the transfer. If there
remains a reasonable doubt for the right to the transfer, the Corporation may
refuse a transfer unless the person gives adequate security or a bond or
indemnity executed by a corporate surety or by two individual sureties
satisfactory to the Corporation as to form, amount, and reasonability of
sureties. The bond shall be conditioned to protect the Corporation, its
Officers, transfer agents, and registrars, or any of them, against any loss,
damage, expenses, or other liability to the owner of the issuance of new
shares.


 


7.4           Inspection
of Records by Shareholders. Any person who shall have been a
shareholder of record for at least six (6) months immediately preceding
his demand, or who is the holder of record of at least Five Percent (5%) of all
of the outstanding shares of the Corporation, on written demand stating the
purpose thereof, has the right to examine, in person, or by agent, accountant,
or attorney, at any reasonable time or times, for any proper purpose, its books
and records of account, minutes, and record of shareholders, and is entitled to
make extracts therefrom (after payment of costs).


 


7.6           Annual
Report to Shareholders. The Board of Directors shall cause an annual
report to be sent to the shareholders not later than one hundred twenty (120)
days after the close of the fiscal or calendar year.


 


7.7           Contents of
Annual Reports. The annual report shall include the following
financial statements:


 


(a)           Balance
sheets for the previous two fiscal years;


 


(b)           Statements
of Operations for the previous three fiscal years;


 


(c)           Statements
of Changes in Stockholders’ Equity for the previous three fiscal years; and


 


(d)           Statements
of Cash Flows for the previous three fiscal years.


 


ARTICLE VIII


 


AMENDMENT OF BYLAWS


 


8.1           Adoption,
Amendment, or Repeal of Bylaws by Directors. These Bylaws may be
altered, amended, or repealed, and new Bylaws may be adopted by the affirmative
vote of a majority of either the Board of Directors or the shareholders,
present at any meeting at which a quorum of each respective body is present,
provided that notice of the proposed alteration, amendment, repeal, or adoption
shall be contained in the notice of the meeting. This power to alter, amend, or
repeal the Bylaws, and to adopt new Bylaws, may be modified or divested by
action of shareholders representing a majority of the voting common stock of
the Corporation taken at any regular or special meeting of the shareholders.