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                                                                     EXHIBIT 3.4

         Section 11. Nominations and Elections of Directors.

                     (a) Nominations for the election of directors shall be made
by a nominating committee of the Board of Directors if then constituted pursuant
to these Bylaws, or if no nominating committee has been constituted, by the
Board of Directors. Any shareholder who desires that such committee or the Board
of Directors consider any person for nomination by the Board of Directors as a
candidate for election to the Board of Directors may send a written notice to
the Secretary of the corporation, at the Corporation's principal executive
offices, that identifies such proposed nominee or nominees and contains the
information set forth below in clauses (i) through (vi) this Subsection 11(a).
In addition, any shareholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at an
annual meeting of shareholders, but only if written notice of such shareholder's
intent to make such nomination or nominations has been received by the Secretary
of the corporation not less than sixty (60) nor more than ninety (90) days prior
to the first anniversary of the preceding year's annual meeting of shareholders.
In the event that the date of the annual meeting of shareholders is advanced or
delayed by more than thirty (30) days from such anniversary, notice by the
shareholder to be timely must be received by the Secretary of the corporation
not earlier than the seventy-fifth (75th) day prior to such annual meeting and
not later than the close of business on the later of the forty-fifth (45th) day
prior to such annual meeting or the tenth (10th) day following the day on which
notice of the changed date of the annual meeting was mailed or public disclosure
thereof was made by the corporation, whichever first occurs. Each such notice by
a shareholder shall set forth: (i) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the shareholder is a holder of record of stock of the
corporation entitled to vote and intends to appear in person or by proxy at such
meeting to nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the shareholder or any
person that directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such shareholder (an
"Affiliate" of such shareholder) and each nominee and any other person or
persons (naming such person or persons) relating to the nomination or
nominations; (iv) the class, series and number of shares of the corporation that
are owned by such shareholder and the person to be nominated as of the date of
such shareholder's notice and by any other shareholders known by such
shareholder to be supporting such nominees as of the date of such shareholder's
notice; (v) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission for a
meeting of shareholders at which directors are to be elected; and (vi) the
written consent of each nominee to serve as a director of the corporation if so
elected. Any shareholder who desires to nominate one or more persons for
election as directors at an annual meeting of shareholders also shall comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, with
respect to the matters set forth in this Section 11.

                     (b) In addition, in the event the corporation calls a
special meeting of shareholders for the purpose of electing one or more
directors, any shareholder entitled to vote in the election of directors
generally may nominate one or more persons for election as directors at a
special meeting only if written notice of such shareholder's intent to make such
nomination or nominations, setting forth the information and complying with the
form described in the immediately preceding paragraph, has been received by the
Secretary of the corporation not earlier than the ninetieth day prior to such
special meeting and not later than the close of business on the later of (i) the
sixtieth (60th) day prior to such special meeting or (ii) the tenth (10th) day
following the day on which notice of the date of the special meeting was mailed
or public disclosure thereof was made by the corporation, whichever comes first.


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The shareholder also shall comply with all applicable requirements of the
Exchange Act, and the rules and regulations thereunder, with respect to the
matters set forth in this Section 2.11.

                     (c) No person who is proposed to be nominated by a
shareholder at an annual shareholders meeting or a special meeting of
shareholders called by the corporation for purposes of electing directors, shall
be eligible for election as a director of the corporation at such meeting unless
nominated in accordance with the applicable procedures set forth in this Section
2.11. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 2.11, and if he or she should so
determine, the defective nomination shall be disregarded.

         Section 12. Proposals of Shareholders.

                     (a) At any meeting of the shareholders, only such business
shall be conducted as shall have been properly brought before such meeting. To
be brought properly before an annual meeting of shareholders, business must be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, otherwise properly brought before the
meeting by or at the direction of the Board of Directors or the chairman of the
meeting, or otherwise properly brought before the meeting by a shareholder. For
business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a shareholder's notice must be received no less
than sixty (60) days nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting of shareholders; provided,
however, that in the event that the date of the annual meeting is advanced or
delayed by more than thirty (30) days from such anniversary, notice by the
shareholder, to be timely, must be received not earlier than the ninetieth day
prior to the changed date of the annual meeting of shareholders and not later
than the close of business on the later of the forty-fifth (45th) day prior to
such changed date of the annual meeting or the tenth day following the date on
which notice of the date of the annual meeting was mailed or public disclosure
thereof was made, whichever first occurs. Each such notice shall set forth as to
each matter the shareholder proposes to bring before the annual meeting of
shareholders: (i) a brief description of the business desired to be brought
before the annual meeting of shareholders and the reasons for conducting such
business at such meeting, (ii) the name and address, as they appear on the
corporation's books, of the shareholder proposing such business, (iii) the
class, series, and number of shares of the corporation that are beneficially
owned by the shareholder, and (iv) any material interest of the shareholder or
any Affiliate of the shareholder in such business. The shareholder also shall
comply with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder, with respect to the matters set forth in this Section
12.

                     (b) To be properly brought before a special meeting,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors or (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or the chairman of the meeting. No other business may be
brought before a special meeting by shareholders.

                     (c) No business shall be conducted at any meeting of the
shareholders except in accordance with the procedures set forth in this Section
12. The chairman of the 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 the provisions of this Section 12, and if he or she
should so determine, any such business not properly brought before the meeting
shall not be transacted. Nothing herein shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or any successor
provision.


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