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                                                                     EXHIBIT 3.2
                                    BYLAWS
                                      OF
                       MISSISSIPPI CHEMICAL CORPORATION
                          (a Mississippi corporation)
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                                  ARTICLE I.
                                IDENTIFICATION
                                --------------
                                        
    Section 1.01.  NAME.  The name of this corporation is Mississippi Chemical
Corporation.  The corporation may conduct operations under such other names as
the Board of Directors may designate.

    SECTION 1.02.  SEAL.  The corporation shall be authorized, but not required,
to use a corporate seal, which if used shall be circular in form and contain the
name of the corporation and the words "Corporate Seal, Mississippi." The
corporate seal shall be affixed by the Secretary upon such instruments or
documents as may be deemed necessary. The presence or absence of such seal on
any instrument shall not, however, affect its character or validity or legal
effect in any respect.

    Section 1.03.  OFFICES.  The address of the principal office of the
corporation shall be Highway 49 East, P. O. Box 388, Yazoo City, Mississippi
39194-0388. The corporation may also have offices at such other places as the
Board of Directors may from time to time determine or the business of the
corporation may require.

                                  ARTICLE II.
                                 CAPITAL STOCK
                                 -------------
                                        
    Section 2.01.  CONSIDERATION FOR SHARES.  Except as otherwise permitted by
law, capital stock of the corporation may be issued for such consideration as
shall be fixed from time to time by the Board of Directors.

    SECTION 2.02.  PAYMENT FOR SHARES.  The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, tangible
or intangible, or in other benefit to the corporation, including promissory
notes, labor or services already performed, contracts for services to be
performed or other securities of the corporation. Before the corporation issues
shares, the Board of Directors shall determine that the consideration is
adequate, which determination is conclusive insofar as the adequacy of
consideration for the issuance of shares relates to whether the shares are
validly issued, fully paid and nonassessable. When the corporation receives the
consideration for which the Board authorized the issuance of shares, the shares
issued therefor are fully paid and nonassessable. The corporation may place in
escrow shares issued for a contract for future services or benefits or a
promissory note, or make other arrangements to restrict

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transfer of the shares, and may credit distributions in respect of the shares
against their purchase price until the services are performed, the note is paid
or the benefits received. Such escrow arrangements may provide that if the
services are not performed, the note is not paid or the benefits are not
received, then the shares escrowed or restricted and the distributions credited
may be cancelled in whole or in part.

    SECTION 2.03.  CERTIFICATES REPRESENTING SHARES.  The certificates of stock
of the corporation shall be numbered consecutively and entered in the books of
the corporation as they are issued. The Board of Directors may authorize the
issuance of some or all of the shares without certificates. Such authorization
shall not affect shares already represented by certificates. Each certificate
issued shall be signed, either manually or by facsimile, by two officers of the
corporation and may bear the corporate seal or its facsimile. If the corporation
is authorized to issue different classes of shares or different series within a
class, then each certificate shall have noted thereon a summary of the
designations, relative rights, preferences, rights and limitations applicable to
each class and the variations in rights, preferences and limitations determined
for each series. Certificates evidencing shares of the corporation shall set
forth thereon the statements prescribed by Section 79-4-6.25 of the Mississippi
Business Corporation Act and by any other applicable provision of law. If a
person who signed, either manually or in facsimile, a share certificate no
longer holds office when the certificate is issued, the certificate is
nevertheless valid.

    SECTION 2.04.  SHARE TRANSFERS.   Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the Articles
of Incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his or her attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation, or with a transfer agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, if any. Except as may be otherwise
provided by law or these Bylaws, 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; provided that whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact, if known to the
Secretary of the corporation, shall be so expressed in the entry of transfer.

                                 ARTICLE III.
                           MEETINGS OF SHAREHOLDERS
                           ------------------------
                                        
    Section 3.01.  PLACE OF MEETINGS.  Meetings of the shareholders of the
corporation shall be held at the principal office of the corporation or at such
other place in or out of the state of Mississippi as shall be determined by the
Board of Directors.

    SECTION 3.02.  ANNUAL MEETINGS.  The annual meeting of the shareholders
shall be held at such time and place as the Board of Directors shall designate,
at which annual meeting the shareholders shall elect a number of members of the
Board of 

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Directors equal to the number of directors whose terms expire at such meeting,
and transact such other business as may properly come before the meeting.
Failure to hold the annual meeting at the designated time shall not affect the
validity of any corporate action.

    SECTION 3.03.  SPECIAL MEETINGS.  Special meetings of the shareholders shall
be held on such call as may be specified in the Articles of Incorporation, on
call of the Board of Directors or on call of the holders of at least twenty-five
percent (25%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting if such holders sign, date and
deliver to the Secretary one or more written demand(s) for the meeting. Any
written demand for a meeting shall state the purpose(s) of the proposed meeting
and only business within such purpose(s) described in the notice may be
conducted at such meeting.

    SECTION 3.04.  NOTICE OF MEETINGS - WAIVER.  Written notice stating the
place, date and time of the meeting, and in case of a special meeting, the
purpose(s) for which the meeting is called, shall be delivered not less than ten
(10) days or more than sixty (60) days before the date of the meeting, either
personally or by mail, to each shareholder entitled to vote at such meeting.
Only the shareholders whose names appear on the stock transfer books at the
close of business the day before the first notice is delivered to shareholders
shall be entitled to notice of and to vote at such meeting, notwithstanding the
transfer of shares thereafter.

    The corporation shall give notice to shareholders not entitled to vote in
any instance where such notice is required by the provisions of the Mississippi
Business Corporation Act. A shareholder may waive notice before or after the
date and time stated in the notice. The waiver must be in writing, must be
signed by the shareholder entitled to notice and must be delivered to the
corporation for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting unless at the beginning of the meeting (or
promptly upon arrival) the shareholder objects to holding the meeting or
transacting business at the meeting. A shareholder's attendance at a meeting
also waives objection to consideration of a particular matter which is not
within the purpose(s) described in the notice unless the shareholder objects
when the matter is presented.

    SECTION 3.05.  RECORD DATE.  The Board of Directors may fix a record date
for one (1) or more voting groups in order to determine the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action; provided, that a record date fixed under this
sentence may not be more than seventy (70) days before the meeting or action
requiring a determination of shareholders. The stock transfer books of the
corporation need not be closed. The record date may precede the date on which
the record date is established. A determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.

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    SECTION 3.06.  SHARES HELD BY NOMINEES.  The corporation may establish a
procedure by which the beneficial owner of shares that are registered in the
name of a nominee is recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the procedure.

    SECTION 3.07.  SHAREHOLDERS' LIST.  After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of shareholders' meeting. The list
shall be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, beginning two (2) business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, his or her agent or
attorney is entitled on written demand to inspect and, subject to the
requirements of Section 79-4-16.02(c) of the Mississippi Business Corporation
Act, to copy the list during regular business hours and at his or her expense,
during the period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting, and any shareholder, his or her
agent or attorney, is entitled to inspect the list at any time during the
meeting or any adjournment.

    SECTION 3.08.  QUORUM.  Unless otherwise required by law or the Articles of
Incorporation, a majority of the votes entitled to be cast on the matter by a
voting group, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders for action on that matter. Holders of shares entitled to
vote as a separate voting group may take action on a matter at a meeting only if
a quorum of those shares exists with respect to that matter. Once a share is
represented for any purpose at a meeting, it is deemed present for quorum
purposes for the remainder of the meeting and any adjournment thereof unless a
new record date is or must be set for the adjourned meeting of shareholders for
action on that matter. The shareholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of a
number of shareholders so that less than a quorum remains. A meeting may be
adjourned despite the absence of a quorum.

    SECTION 3.09.  MEANING OF CERTAIN TERMS.  As used herein in respect to the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and to a holder or
holders of record of outstanding shares when the corporation is authorized to
issue only one (1) class of shares, and said reference is also intended to
include any outstanding share or shares and any holder or holders of record of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two (2) or more classes or
series of shares or upon which or upon whom the Mississippi Business Corporation
Act confers such rights 

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notwithstanding that the Articles of Incorporation may provide for more than one
(1) class or series of shares, one (1) or more of which are limited or denied
such rights thereunder.

    SECTION 3.10.  PROXIES AND VOTING.  Except as otherwise provided by law or
the Articles of Incorporation, each outstanding share, regardless of class, is
entitled to one (1) vote on each matter voted on at a shareholders' meeting. A
shareholder may vote either in person or by proxy. A shareholder may appoint a
proxy by signing an appointment form, either personally or by his attorney-in-
fact, and delivering it to the Secretary or other officer of the corporation who
is authorized to tabulate votes. An appointment of a proxy is revocable unless
the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest. Such an appointment becomes revocable
when the interest is extinguished. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.
Unless the Articles of Incorporation provide otherwise, directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting in which a quorum is present.

    SECTION 3.11  CONDUCT OF MEETING.  Meetings of the shareholders shall be
presided over by one of the following in the order of seniority and if present
and acting; the Chairman of the Board, if any; the Vice Chairman of the Board,
if any; the President, a Vice President, if any; or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders.  The Secretary of the corporation, or in his or her absence, an
Assistant Secretary, shall act as secretary of every meeting, but, if neither
the Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

    SECTION 3.12.  ACTION WITHOUT A MEETING.   Action required or permitted by
the Mississippi Business Corporation Act to be taken at a shareholders' meeting
may be taken without a meeting if the action is taken by all the shareholders
entitled to vote on the action. The action must be evidenced by one (1) or more
written consents describing the action taken, signed by all the shareholders
entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. The corporation must give
any required notice to nonvoting shareholders, if any.

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                                  ARTICLE IV.
                              BOARD OF DIRECTORS
                              ------------------
                                        
    Section 4.01.  NUMBER AND QUALIFICATIONS.  A director need not be a
shareholder, a citizen of the United States, or a resident of the state of
Mississippi. The business and affairs of the corporation shall be managed under
the direction of, and all corporate powers shall be exercised by or under the
authority of, its Board of Directors. The Board of Directors of the corporation
shall, effective as of the date of adoption of these Bylaws, consist of twelve
(12) members and thereafter shall consist of such number of members not less
than nine (9) or more than fifteen (15) as determined from time to time by
resolution of a majority of the Board of Directors.

    As long as the size of the Board of Directors shall be fixed at twelve (12)
members, the Board shall be divided in three (3) classes of four (4) directors
each, with the Board of Directors designating nominees for each class and the
shareholders of the Company electing the initial directors serving in such
classes to initial terms expiring in the three (3) successive years following
such initial election (Class I-1995, Class II-1996 and Class III-1997).  In the
event a different number of directors is established but is nine (9) or more,
the Board of Directors shall be divided into three (3) classes consisting of
equal numbers of directors to the extent possible.  The Board of Directors may
fill any vacancies on the Board of Directors, pursuant to Section 4.06 hereof,
designating new directors to one (1) of the three (3) classes of directors.  At
each annual meeting of the shareholders following such initial election, the
number of directors equal to the number of the class whose term expires at the
time of such meeting shall be elected to hold office until the third succeeding
annual meeting after their election or until their earlier retirement from the
Board.  Any vacancy arising from the earlier retirement of a director shall be
filled by vote of the Board, and the term of any such director shall be for the
balance of the term of the retiring director.

    SECTION 4.02.  ELECTION.  At each annual meeting at which directors are
elected, directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election. Each director shall hold office for the
term for which he or she is elected and until his or her successor shall be
elected and qualified.

    SECTION 4.03.  ELECTION OF OFFICERS OF BOARD OF DIRECTORS.  At the first
meeting or at any subsequent meeting called for the purpose, the directors shall
elect a Chairman of the Board of Directors and a Vice Chairman of the Board of
Directors. Such officers shall hold office until the next annual election of
officers, and until their successors are elected and qualify.

    SECTION 4.04.  THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  
The Chairman of the Board shall preside at all meetings of the Board of
Directors. The Vice Chairman shall act as Chairman in the absence of the
Chairman.

    SECTION 4.05.  REMOVAL OF DIRECTORS.  The directors or the shareholders may
remove one (1) or more director(s) only for cause, as defined in the Articles of

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Incorporation.  A director may be removed only if the number of votes cast to
remove the director exceeds the number of votes cast not to remove the director.
A director may be removed by the shareholders or directors only at a meeting
called for the purpose of removing the director, and the meeting notice must
state that the purpose or one of the purposes of the meeting is the removal of
directors.

    SECTION 4.06.  VACANCIES.  Unless the Articles of Incorporation provide
otherwise, if a vacancy occurs in the Board of Directors, including a vacancy
resulting from an increase in the number of directors:

    (a)  the Board of Directors may fill the vacancy; or

    (b)  if the directors remaining in office constitute fewer than a
         quorum of the Board, they may fill the vacancy by the affirmative
         vote of a majority of all the directors remaining in office.

A decrease in the number of directors does not shorten an incumbent director's
term.  A vacancy that will occur at a specified later date may be filled before
the vacancy occurs, but the new director may not take office until the vacancy
occurs.

    SECTION 4.07.  PLACE OF MEETING.  Meetings of the Board of Directors,
regular or special, may be held either in or out of the state of Mississippi.

    SECTION 4.08.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting.

    SECTION 4.09.  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be held upon notice. Unless the Articles of Incorporation provide for a
longer or shorter period, special meetings of the Board of Directors must be
preceded by at least two (2) days' notice of the date, time and place of the
meeting. The notice need not describe the purpose of the special meeting unless
required by the Articles of Incorporation. Attendance in person at or
participation in a special meeting waives any required notice of the meeting
unless at the beginning of the meeting (or promptly upon arrival) the director
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting. Notice of any
meeting of the Board of Directors may be waived before or after the date and
time stated in the notice if in writing, signed by the director entitled to the
notice, and filed with the minutes or corporate records.

    SECTION 4.10.  QUORUM AND VOTING.  A quorum of the Board shall consist of a
majority of the directors in office immediately before the meeting begins.  If a
quorum is present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the Board.  A director who is present at a
meeting of the Board when corporate action is taken is deemed to have assented
to the action taken unless:

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    (a)  he or she objects at the beginning of the meeting (or promptly upon
         arrival) to holding the meeting or transacting business at the meeting;

    (b)  his or her dissent or abstention from the action taken is entered in
         the minutes of the meeting; or

    (c)  he or she delivers written notice of dissent or abstention to the
         presiding officer of the meeting before its adjournment or to the
         corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

    SECTION 4.11.  CONDUCT OF MEETINGS.  The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
who so participates in a meeting is deemed to be present in person at the
meeting.

    SECTION 4.12.  COMMITTEES OF THE BOARD.  Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee must have two (2) or more members, who shall serve at the pleasure of
the Board of Directors. The creation of a committee and appointment of members
to it must be approved by a majority of all the directors in office when the
action is taken. The requirements applicable to the Board of Directors with
regard to meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements apply to committees and their members as well.
The Board of Directors may delegate to such committee(s) all such authority of
the Board that it deems desirable except the authority to:

    (a)  authorize distributions;

    (b)  approve or propose to the shareholders action required to be approved
         by shareholders;

    (c)  fill vacancies on the Board of Directors or on any of its committees;
         
    (d)  amend the Articles of Incorporation;

    (e)  adopt, amend or repeal Bylaws;

    (f)  approve a plan of merger not requiring shareholder approval;

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    (g)  authorize or approve reacquisition of shares, except according to a
         formula or method prescribed by the Board of Directors; or

    (h)  authorize or approve the issuance or sale or contract for sale of
         shares, or determine the designation and relative rights, preferences
         and limitations of a class or series of shares, except that the Board
         of Directors may authorize a committee to do so within limits
         specifically prescribed by the Board of Directors.

    SECTION 4.13.  ACTION WITHOUT MEETING.  Action required or permitted by the
Mississippi Business Corporation Act to be taken at a Board of Directors'
meeting may be taken without a meeting if the action is taken by all members of
the Board. The action must be evidenced by one (1) or more written consents
describing the action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action taken.  Action
taken under this paragraph is effective when the last director signs the
consent, unless the consent specifies a different prior or subsequent effective
date.

                                  ARTICLE V.
                                   OFFICERS
                                   --------
                                        
    Section 5.01.  OFFICERS.  The officers of the corporation shall consist of a
President and Secretary and, as deemed appropriate by the Board of Directors, a
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
General Counsel, Treasurer, one (1) or more Vice Presidents, Assistant
Secretaries, Assistant Treasurers and such other officers and assistant officers
and agents as may be deemed necessary by the Board of Directors.  Any two (2) or
more offices may be held by the same person.  The Board of Directors shall
delegate to one (1) of the officers the responsibility of preparing minutes of
directors' and shareholders' meetings and of authenticating records of the
corporation.  Officers need not be directors or shareholders of the corporation.

    SECTION 5.02.  VACANCIES.  Vacancies occurring in any office shall be filled
by the Board of Directors at any regular or special meeting.

    SECTION 5.03.  THE PRESIDENT.  The President shall be responsible for the
active, executive management and supervision of the operations of the
corporation and shall perform such duties as the Board of Directors may
prescribe or his or her capacity as President by custom may provide.

    SECTION 5.04.  THE VICE PRESIDENT.  Vice Presidents shall perform such
duties as the Board of Directors may prescribe. Each Vice President shall report
to the President or his or her delegate who shall be responsible for the Vice
President's actions.

    SECTION 5.05.  THE SECRETARY.  The Secretary shall attend all meetings of
the shareholders and of the Board of Directors, and shall keep a true and
complete record of the proceedings of these meetings. The Secretary shall be
custodian of the 

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records of the corporation and shall attend to the giving of all notices,
attest, when requested, to the authority of the President or other officers, as
revealed by the minutes or these Bylaws, to execute legal documents binding the
corporation, and shall perform such other duties as these Bylaws may provide or
the Board of Directors may prescribe.

    SECTION 5.06.  THE CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall keep correct and complete records of account, showing accurately at all
times the financial condition and results of operations of the corporation. The
Chief Financial Officer shall be the legal custodian of all moneys, notes,
securities and other valuables that may from time to time come into the
possession of the corporation. The Chief Financial Officer shall immediately
deposit all funds of the corporation coming into his or her hands in some
reliable bank or other depository to be designated by the Board of Directors,
and shall keep this bank account in the name of the corporation. The Chief
Financial Officer shall furnish at meetings of the Board of Directors, or
whenever requested, a statement of the financial condition and results of
operations of the corporation, and shall perform such other duties as these
Bylaws may provide or the Board of Directors may prescribe. The Chief Financial
Officer may be required to furnish bond in such amount as shall be determined by
the Board of Directors.

    SECTION 5.07.  OTHER OFFICERS.  The duties of other officers elected by the
Board of Directors shall be such as are customary to their respective offices
and as shall be assigned to them by the President.

    SECTION 5.08.  RESIGNATION AND REMOVAL.  An officer may resign at any time
by delivering notice to the corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date provided the successor does not take office until the
effective date. The Board of Directors may remove any officer at any time with
or without cause and any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.

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                                  ARTICLE VI.
                          REGISTERED OFFICE AND AGENT
                          ---------------------------

    The address of the initial registered office of the corporation and the name
of the initial registered agent of the corporation are set forth in the original
Articles of Incorporation.

                                 ARTICLE VII.
                                  FISCAL YEAR
                                  -----------

    The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

                                 ARTICLE VIII.
                                  AMENDMENTS
                                  ----------

    These Bylaws may be altered, amended or repealed and new Bylaws adopted by
the affirmative vote of the holders of a majority of the outstanding stock at
any regular meeting of the shareholders or special meeting called for the
purpose, or by the affirmative vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board, unless the
shareholders in amending or repealing a particular Bylaw provide expressly that
the Board of Directors may not amend or repeal that Bylaw; provided, however,
that the Board of Directors may not amend these Bylaws to take any action which
is reserved exclusively by the shareholders pursuant to the Mississippi Business
Corporation Act. If any shareholder or director, as the case may be, should
object to the consideration of any proposed amendment, the proposal may not be
voted upon unless notice of the proposed amendment was given at least ten (10)
days prior to the meeting at which such objecting shareholder or director is
entitled to vote. Any amendment, modification, repeal or addition to these
Bylaws adopted by the Board of Directors may be amended or repealed by the
shareholders.

    A Bylaw that fixes a greater quorum or voting requirement for the Board of
Directors may be amended or repealed:

    (a)  if originally adopted by the shareholders, only by the shareholders; or

    (b)  if originally adopted by the Board of Directors, either by the
         shareholders or the Board of Directors.

    Action by the Board of Directors to adopt or amend a Bylaw originally
adopted by the Board of Directors fixing a greater quorum or voting requirement
must meet the same quorum requirement and be adopted by the same vote required
to take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater. The Board is without authority to
amend this Article VIII.

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