BYLAWS
OF





ART’S-WAY
MANUFACTURING CO., INC.





ARTICLE
I





OFFICES





Section 1.  The registered
office shall be in the City of Wilmington, County of New Castle, State of
Delaware.





Section 2.  The Corporation
may also have offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require.





ARTICLE
II





MEETINGS
OF STOCKHOLDERS





Section 1.  Location.  All
meetings of the stockholders for the election of directors shall be held in the
City of Armstrong, State of Iowa, at such place as may be fixed from time to
time by the Board of Directors, or at such other place either within or without
the State of Delaware as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.  Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a’ duly executed waiver of notice thereof.





Section
2.  Annual
Meetings.  Annual meetings of stockholders, commencing with the
year 1989, shall be held on the third Tuesday in the month of October in each
year, if not a legal holiday, and if a legal holiday, then on the next secular
day following, at 10:00 A.M., or at such other date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which the stockholders shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting.




Section
3.  Notice
of Annual Meeting.  Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given (unless otherwise
prescribed by statute) to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the
meeting.




Section
4.  List of
Stockholders.  The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held.  The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.









Section
5.  Special
Meetings.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President of the Corporation
and shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote.  Such request shall state
the purpose or purposes of the proposed meeting.




Section
6.  Notice
of Special Meetings.  Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given (unless otherwise prescribed by
statute) not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting.




Section
7.  Business
at Special Meetings.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice
provided for in Section 6 of this Article II.




Section
8.  Quorum.  The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of
Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  If the adjournment is for more than thirty (30)
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.




Section
9.  Voting.  When
a quorum is present at any meeting, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the Certificate of Incorporation a
different vote is required in which case such express provision shall govern and
control the decision of such question.




Section
10.  Proxies.  Unless
otherwise provided in the Certificate of Incorporation, each stockholder shall
at every meeting of the stockholders be entitled to one (1) vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three (3) years from its date,
unless the proxy provides for a longer period.









Section
11.  Consent.  Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent, or consents, in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock 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
voted; provided, however, that no consent will be effective to take corporate
action unless written consent or consents sufficient to approve the action are
delivered to the Corporation within sixty (60) days of the earliest dated
consent received by the Corporation.  Any consent or consents allowed
under this Section 11 of Article II must bear the date of the signature of each
stockholder signing the consent and be delivered to the Corporation at the
office of its registered agent in Delaware or at its principal place of
business, or by delivering said consent or consents to the officer or agent
having custody of the Corporation’s minute books.  Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.




ARTICLE
III





DIRECTORS





Section
1.  Number
and Term of Office.  The number of directors which shall
constitute the whole board shall be ten (10) or such higher or lower number as
the Board of Directors may determine from time to time by resolution of the
board.  The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article III, and each
director elected shall hold office until his successor is elected and
qualified.  Directors need not be stockholders.




Section
2.  Vacancies.  Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner
displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.




Section
3.  Conduct
of Business.  The business of the Corporation shall be managed
by or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.







Section
4.  Meetings.  The
Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of Delaware.




Section
5.  Regular
Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.




Section
6.  Special
Meetings.  Special meetings of the board may be called by or at
the request of the President or any member of the Board of
Directors.  Notice of any special meeting shall be given to
U.S.  resident directors at least forty-eight (48) hours previously
thereto by oral telephonic, telegraphic or written notice, delivered or mailed
to each director at his or her address on file with the Corporation and in the
case of directors resident outside the U.S., notice of at least five (5) days by
telex notice sent to the telex address/number to be specified by the relevant
director.  If mailed, telegraphed or telexed, such notice shall be
deemed to be delivered when deposited in the United States mail or delivered to
the telegraph company or sent by telex, as the case may be.  Any
director may waive notice of a special meeting.  The attendance of a
director at a special meeting shall constitute a waiver of notice of such
meeting, except where a director attends the 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 special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.




Section
7.  Quorum.  At
all meetings of the board a majority of the total number of directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation.  If a quorum shall
not be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.




Section
8.  Consent.  Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all
members of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.




Section
9.  Telephone
Conferences.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.




Section
10.  Committees.  The
Board of Directors may, by resolution passed by a majority of the whole board,
designate one (1) or more committees, each committee to consist of one (1) or
more of the directors of the Corporation.  The board may designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.









In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.





Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation’s property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provides,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger.  Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.





Section 11.  Compensation.  Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws, the
Board of Directors shall have the authority to fix the compensation of
directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.





Section 12.  Chairman of the
Board.  One of the directors shall be designated by the Board
as Chairman of the Board of Directors.  The Chairman shall preside at
all meetings of the Board of Directors and of the shareholders.  He
shall also perform such other duties as may from time to time be prescribed by
the Board of Directors.





Section 13.  Removal.  Unless
otherwise restricted by the Certificate of Incorporation or by law, any director
or the entire Board of Directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an election of
directors.







ARTICLE
IV





NOTICES





Section
1.  Notices.  Unless
otherwise provided in these Bylaws, whenever, under the provisions of the
statutes or of the Certificate of Incorporation or these Bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail.  Notice to directors may also be given by telegram or
telex.  If telegraphed or telexed, such notice shall be deemed to be
delivered when delivered to the telegraph company or sent by telex as the case
may be.




Section
2.  Waiver.  Whenever
any notice is required to be given under the provisions of the statutes or of
the Certificate of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto.




ARTICLE
V





OFFICERS





Section
1.  Generally.  The
officers of the Corporation shall be chosen by the Board of Directors and shall
be a President, one or more Vice-Presidents (the number thereof to be determined
by the Board of Directors) , a Secretary and a Treasurer.  The Board
of Directors may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.  Any number of offices may be held by the same person, unless
the Certificate of Incorporation or these Bylaws otherwise
provide.  Officers need not be Directors or shareholders of the
Corporation.




Section
2.  Election
and Term of Office.  The officers of the Corporation shall be
elected annually by the Board of Directors at its annual meeting immediately
following the 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 is 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 or
until his death, or until he shall resign or shall have been removed, in the
manner hereafter provided.




Section
3.  Salaries.  The
salaries of all officers and agents of the Corporation shall be fixed 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.







Section
4.  Removal.  The
officers of the Corporation shall hold office until their successors are chosen
and qualify.  Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors.  Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.




Section
5.  President.  The
President shall in general supervise and control all the business and affairs of
the Corporation.  In the absence of the Chairman of the Board, he
shall preside at all meetings of the shareholders, the Board of Directors, and
the Executive Committee, if there be one.  He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
have authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officers or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President, and such other duties as may from
time to time be prescribed by the Board of Directors.




Section
6.  Vice-Presidents.  One
or more Vice-Presidents may be elected by the Board of Directors.  One
Vice-President may be designated as Executive Vice-President and a
Vice-President so designated shall perform all such duties of the President, as
the President may from time to time, designate to him.  In addition,
any Vice-President designated as the Executive Vice-President shall, in the
absence of the Chairman of the Board and of the President, or in the event of
the inability or refusal of both of each said officers to act, shall perform the
duties of the Chairman of the Board and of the President, and when so acting,
shall have all of the powers of and be subject to all the restrictions imposed
upon those officers.  If there shall be no Executive Vice-President
designated, and in the absence of the Chairman of the Board and of the
President, or in the event of the inability or refusal of both of each said
officers to act, the Vice-President, or if there be more than one, the
Vice-Presidents in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election) shall perform the
duties of the Chairman of the Board and of the President, and when so acting,
shall have all of the powers of and be subject to all of the restrictions
imposed upon those officers.  All Vice-Presidents shall perform such
duties as may be assigned to them by the President or by the Board of Directors
from time to time.




Section
7.  Secretary.  The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
Corporation and of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when
required.  He shall give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be.  He shall have custody
of the corporate seal of the Corporation and he, or an Assistant Secretary,
shall have authority to affix the same to any instrument requiring it and when
so affixed, the seal may be attested by his signature or by the signature of
such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.




Section
8.  Assistant
Secretary.  The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.









Section
9.  Treasurer.  The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors.  He shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.




If required by the Board of Directors,
he shall give the Corporation a bond (which shall be renewed every six (6)
years) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.





Section
10.  Assistant
Treasurer.  The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.




Section
11.  Other
Officers.  Any other officers elected by the Board of Directors
shall have such duties as may be assigned to them by the Board of Directors or
the President.




ARTICLE
VI





STOCK





Section
1.  Certificates of Stock.  The shares of the Corporation
shall be represented by a certificate or shall be
uncertificated.  Certificates shall be signed by, or in the name of
the Corporation by, the Chairman of the Board of Directors, or the President or
a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation.




Upon the
face or back of each stock certificate issued to represent any partly paid
shares, or upon the books and records of the Corporation in the case of
uncertificated partly paid shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be
stated.







If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder,
who so requests, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.




Within a
reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law
of Delaware or a statement that the Corporation will furnish without charge to
each stockholder, who so requests, the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.




Section
2.  Signatures.  Any
of or all the signatures on a certificate may be facsimile.  In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.




Section
3.  Lost
Certificates.  The Board of Directors may direct a new
certificate or certificates or uncertificated shares to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
certificates or uncertificated shares, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.




Section
4.  Transfer
of Stock.  Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Upon receipt of proper transfer
instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be cancelled and issuance of new equivalent
uncertificated shares or certificated shares shall be made to the person
entitled thereto and the transaction shall be recorded upon the books of the
Corporation.









Section
5.  Fixing
Record Date.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
lawful action, the Board of Directors may fix a record date which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action; provided,
however, that said record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.




Section
6.  Registered
Stockholders.  The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.




ARTICLE
VII





GENERAL
PROVISIONS





Section
1.  Dividends.  Dividends
upon the capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.




Before payment of the dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interest of the Corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.





Section
2.  Annual
Statement.  The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.




Section
3.  Checks.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.




Section
4.  Fiscal
Year.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.










Section
5.  Corporate
Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation and the words “Corporate Seal, Delaware.”  The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.




ARTICLE
VIII





AMENDMENTS





Section
1.  Amendments.  These
Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the
stockholders or by the Board of Directors, when such power is conferred upon the
Board of Directors by the Certificate of Incorporation, at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws is contained in the notice of such
special meeting.  If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.




Approved
and adopted this 15th day of
February, 1989.




/s/
      James L. KoleyJames
      L. Koley, Incorporator/s/
      Harold A. WestbergHarold
      A. Westberg,
Incorporator