BY-LAWS

                                       OF

                               MJG - O'HARE, INC.



                                    ARTICLE I

                                  SHAREHOLDERS


     Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the first Thursday in April each year, beginning with the year 1996, at
the hour of 10:00 A.M., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the election of directors shall not
be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as may be convenient.

     Section 2. Special Meetings. Special meetings of the shareholders may be
called by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the Corporation.

     Section 3. Place of Meeting. The board of directors may designate any
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Illinois, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
Corporation in the State of Illinois.

     Section 4. Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation, not less than twenty nor more than forty days before
the meeting, either personally or by mail, by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice


<PAGE>


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 records of the
Corporation, with postage thereon prepaid.

     Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors of the Corporation may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty days and, for a meeting of shareholders, not
less than ten days, or in the case of a merger or consolidation, not less than
twenty days, immediately preceding such meeting. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, 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, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

     Section 6. Voting Lists. The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of shares held by each shareholder, which list, for a period of ten days prior
to such meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Illinois, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

     Section 7. Quorum. Unless otherwise provided in the articles of
incorporation, a majority of the outstanding shares of the Corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so


                                       -2-


<PAGE>


represented may adjourn the meeting from time to time without further notice. If
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the Illinois Business
Corporation Act (the "BCA") or the articles of incorporation.

     Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     Section 9. Voting of Shares. Unless otherwise provided in the articles of
incorporation, each outstanding share, regardless of class, shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.

     Shares standing in the name of a deceased person, a minor ward or a person
under legal disability may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Shares standing in the name of a trustee may
be voted by him, either in person or by proxy.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Section 11. No Cumulative Voting. As provided in the articles of
incorporation, no shareholder shall have cumulative voting rights with respect
to any matter upon which shareholders are entitled to vote.


                                       -3-


<PAGE>


     Section 12. Inspectors. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting based upon their determination of the validity and effect of
proxies, count all votes and report the results, and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of the inspectors if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

     Section 13. Informal Action by Shareholders. Any action required by the BCA
to be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by (i)
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voting, provided that
at least five days' prior notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
thereof, or (ii) all of the shareholders entitled to vote with respect to the
subject matter thereof.

     Section 14. Voting by Ballot. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

                                   ARTICLE II

                                    DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its board of directors.

     Section 2. Number, Tenure and Qualifications. The number of directors of
the Corporation shall be no less than one


                                       -4-


<PAGE>


and no more than 12 as shall be determined from time to time by the board of
directors. Each director shall hold office until the next succeeding annual
meeting of shareholders or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
Corporation.

     Section 3. Resignations. Any director may resign at any time by giving
written notice to the board of directors, the president or the secretary of the
Corporation. A resignation need not be accepted in order to be effective.

     Section 4. Vacancies. Any vacancy occurring in the board of directors, and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose; provided, however, that any
vacancy in the board of directors arising between meetings of shareholders by
reason of an increase in the number of directors or otherwise may be filled by
the vote of a majority of the directors then in office. Any director so selected
shall serve until the next annual meeting of shareholders.

     Section 5. Removal. Any director may be removed, with or without cause, at
any meeting of shareholders (provided the notice for such meeting states that a
purpose of the meeting is to vote upon the removal of one or more directors
named in the notice), by the affirmative vote of the holders of a majority of
the outstanding shares then entitled to vote at an election of directors, and
the vacancy in the board of directors caused by such removal may be filled by
the shareholders at such meeting.

     Section 6. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of shareholders. The board of directors
may provide, by resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings without other
notice than such resolution.

     Section 7. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or without the State of Illinois, as the place for
holding any special meeting of the board of directors called by them.

     Section 8. Notice. Notice of any special meeting shall be given at least
two days previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram, telex, graphic scanning
or


                                       -5-


<PAGE>


other communication system. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, telex, graphic scanning or
other communication system, such notice shall be deemed to be delivered when the
notice is delivered to the telegraph, telex, graphic scanning or other
communication system company. Any director may waive notice of any meeting. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

     Section 9. Quorum. Unless otherwise provided in the articles of
incorporation, a majority of the number of directors fixed by these by-laws
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

     Section 10. Meetings by Conference Telephone. Members of the board of
directors may participate in and act at any meeting of the board through the use
of a conference telephone or other communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting by means of such equipment shall constitute attendance and presence in
person at such meeting.

     Section 11. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.

     Section 12. Informal Action by Directors. Any action required by the BCA to
be taken at a meeting of the board of directors, or any other action which may
be taken at a meeting of the board of directors or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all the directors or all the members of such
committee, as the case may be, entitled to vote with respect to the subject
matter thereof.

     Section 13. Executive Committee. The board of directors may, at its
discretion, by resolution passed by a majority of the entire board of directors,
designate an Executive Committee consisting of such number of directors as the
board of directors shall determine. The Executive Committee shall have


                                       -6-


<PAGE>


and may exercise all of the powers and authority of the board of directors in
the management of the business and affairs of the corporation with respect to
any matter which may require action prior to, or which in the opinion of the
Executive Committee may be inconvenient, inappropriate or undesirable to be
postponed until, the next meeting of the board of directors; provided, however,
that the Executive Committee shall not have the power or authority of the board
of directors in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the shareholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the shareholders a dissolution of the
Corporation or a revocation of such a dissolution, amending these by-laws,
declaring a dividend, authorizing the issuance of capital stock of the
Corporation or adopting a certificate of ownership and merger. Any member of the
board of directors may request the chairman of the Executive Committee to call a
meeting of the Executive Committee with respect to a specified subject.

     Section 14. Other Committees. The board of directors, by resolution adopted
by a majority of the directors then in office, may create one or more other
committees consisting of one or more directors, which committees, to the extent
provided in such resolution and Section 8.40(c) of the BCA, shall have and may
exercise such other lawfully delegable powers and duties of the board of as
shall be conferred or authorized by such resolution. The board of directors
shall have the power to change at any time the members of any such committee, to
fill vacancies and to dissolve any such committee.

     Section 15. Compensation. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise. By resolution of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board.

     Section 16. Presumption of Assent. A director of the Corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.


                                       -7-


<PAGE>


                                   ARTICLE III

                                    OFFICERS

     Section 1. Number. The officers of the Corporation shall be a president, a
treasurer, and a secretary, and such vice presidents, assistant treasurers,
assistant secretaries or other officers as may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person.

     Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be convenient. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights. Any officer may
resign at any time by giving notice to the board of directors or to the
president or the secretary. A resignation of an officer need not be accepted in
order to be effective.

     Section 3. Removal. Any officer or agent elected or appointed by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     Section 5. President. The president shall be the Corporation's general
manager and chief executive officer and shall, subject to the control of the
board of directors, have general supervision, direction and control of the
business, affairs and officers of the Corporation. Unless otherwise determined
by the board of directors, he shall preside as chairman at all meetings of
shareholders, the board of directors and any committees of which he is a member.
He shall have the


                                       -8-


<PAGE>


general powers and duties of management usually vested in the office of
president of a corporation; shall have any other powers and duties that are
prescribed by the board of directors or the by-laws; and shall be primarily
responsible for carrying out all orders and resolutions of the board of
directors.

     Section 6. The Vice Presidents. In the absence of the president or in the
event of his inability or refusal to act, the vice president (if elected by the
board of directors or, in the event there be more than one vice president, the
vice presidents in the order designated or, in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Any vice president shall perform such other
duties as from time to time may be assigned to him by the president, the board
of directors or these by-laws.

     Section 7. The Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositaries as shall be approved by the board of directors; and (c) in general
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the president, the board of
directors or these by-laws.

     Section 8. The Secretary. The secretary shall: (a) keep the minutes of the
meetings of the shareholders, the board of directors and committees of
directors, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these by-laws or as
required by law; (c) be custodian of the corporate records and of the seal, if
any, of the Corporation and, if the Corporation adopts a corporate seal, see
that such seal is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these by-laws; (d) keep a register of the post-office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
have general charge of the stock transfer books of the Corporation; and (f) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president, the board
of directors or these by-laws.


                                       -9-


<PAGE>


     Section 9. Assistant Treasurers and Assistant Secretaries. The assistant
treasurers shall, if required by the board of directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
board of directors shall determine. The assistant treasurers and assistant
secretaries, in general, shall perform such duties as shall be assigned to them
by the treasurer or the secretary, respectively, or by the president, the board
of directors or these by-laws.

     Section 10. Salaries. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

                                   ARTICLE IV

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as may be determined by the board of
directors. Such certificates shall be signed by the president or a vice
president and by the secretary or an assistant secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the board of directors may
prescribe.

     Section 2. Transfers of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.


                                      -10-


<PAGE>


                                    ARTICLE V

                              VOTING OF SECURITIES

     The president shall have full authority, in the name and on behalf of the
Corporation, to attend, act and vote at any meeting of security holders of any
corporation in which the Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the holder thereof, the
Corporation might possess and exercise if personally present, and may exercise
such power and authority through the execution of proxies or may delegate such
power and authority to any other officer, agent or employee of this Corporation.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 1. Right to Indemnification. (a) The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by law as in effect on the
date of adoption of these by-laws or as it may thereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person. The
Corporation shall not be required to indemnify a person in connection with a
proceeding initiated by such person, including a counterclaim or crossclaim,
unless the proceeding was authorized by the Board of Directors.

     (b) For purposes of this Article VI: (i) any reference to "other
enterprise" shall include all plans, programs, policies, agreements, contracts
and payroll practices and related trusts for the benefit of or relating to
employees of the Corporation and its related entities ("employee benefit
plans"); (ii) any reference to "fines" shall include any excise taxes assessed
against a person with respect to any employee benefit plan; (iii) any reference
to "serving at the request of the Corporation" shall include any service as a
director or


                                      -11-


<PAGE>


officer of the Corporation or trustee or administrator of any employee benefit
plan which imposes duties on, or involves services by, such director or officer
with respect to an employee benefit plan, its participants, beneficiaries,
fiduciaries, administrators and service providers; (iv) any reference to serving
at the request of the Corporation as a director or officer of a partnership or
trust shall include service as a partner or trustee; and (v) a person who acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" for purposes of this Article VI.

     Section 2. Prepayment of Expenses. The Corporation may pay or reimburse the
reasonable expenses incurred in defending any proceeding in advance of its final
disposition if the Corporation has received in advance an undertaking by the
person receiving such payment or reimbursement to repay all amounts advanced if
it should be ultimately determined that he or she is not entitled to be
indemnified under this Article VI or otherwise. The Corporation may require
security for any such undertaking.

     Section 3. Claims. If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within sixty days after a written
claim therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification or payment of expenses under
applicable law.

     Section 4. Non-Exclusivity of Rights. The rights conferred on any person by
this Article VI shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the articles of
incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 5. Other Indemnification. The Corporation's obligation, if any, to
indemnify any person who was or is serving at its request as a director or
officer of another corporation, partnership, joint venture or other enterprise
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture or other enterprise.


                                      -12-


<PAGE>


     Section 6. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.

                                   ARTICLE VII

                                    DIVIDENDS

     The board of directors may from time to time declare, and the Corporation
may pay, in the manner and upon the terms and conditions provided by law and the
articles of incorporation, dividends on its outstanding shares in cash, property
or its own shares or dividends on its treasury shares in its own shares.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

     Section 2. Corporate Seal. The board of directors may provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon the
name of the Corporation and the words, "Corporate Seal, Illinois."

     Section 3. Waiver of Notice. Whenever any notice whatever is required to be
given under the provisions of these by-laws, the articles of incorporation or
the BCA, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

     Section 4. Amendments. Unless otherwise provided in the articles of
incorporation, these by-laws may be altered, amended or repealed and new
by-laws, not inconsistent with the Corporation's articles of incorporation or
the laws of the State of Illinois (except in the case of emergency by-laws
adopted


                                      -13-


<PAGE>


under the BCA), may be adopted at any properly constituted meeting of the board
of directors by a majority vote of the directors present at the meeting;
provided that no by-law adopted by the shareholders may be altered, amended or
repealed by the board of directors if these by-laws so provide.




                                      -14-