Exhibit 3.2

                                     BYLAWS

                                       OF

                          THE ZIEGLER COMPANIES, INC.
                           (a Wisconsin corporation)

                                ARTICLE I.   OFFICES

     1.01.   Principal and Business Offices.   The corporation may have such
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principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     1.02.   Registered Office.   The registered office of the corporation
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required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent.  The business
office of the registered agent of the corporation shall be identical to such
registered office.

                           ARTICLE II.   SHAREHOLDERS

     2.01.   Annual Meeting.  The annual meeting of the shareholders shall be
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held on the third Monday in April of each year, or at such other time and date
within thirty days before or after such date as may be fixed by or under the
authority of the Board of Directors, 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 in
the State of Wisconsin, such meeting shall be held on the next succeeding
business day.

     2.02.   Special Meetings.   Special meetings of the shareholders, for any
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purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Board of Directors, the President or the
Secretary.  The corporation shall call a special meeting of shareholders in the
event that the holders of at least 10% of all of the votes entitled to be cast
on any issue proposed to be considered at the proposed special meeting sign,
date and deliver to the corporation one or more written demands for the meeting
describing one or more purposes for which it is to be held.  The corporation
shall give notice of such a special meeting within thirty days after the date
that the demand is delivered to the corporation.

     2.03.   Place of Meeting.   The Board of Directors may designate any place,
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either within or without the State of Wisconsin, as the place of meeting for any
annual or special meeting of shareholders.  If no designation is made, the place
of meeting shall be the principal office of the corporation.  Any meeting may be
adjourned to reconvene at any place designated by vote of the shares represented
thereat.

     2.04.   Notice of Meeting.   Written notice stating the date, time and
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place of any meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than sixty days before the date of the meeting (unless a
different time is provided by the Wisconsin Business Corporation Law or the
articles of incorporation), either personally or by mail, by or at the direction
of the President or the Secretary, to each shareholder of record entitled to
vote at such meeting and to such other persons as required by the Wisconsin
Business Corporation Law.  If mailed, such notice shall be deemed to be
effective when deposited in the United States mail, addressed to the shareholder
at his or her address as it appears on the stock record books of the
corporation, with postage thereon prepaid.  If an annual or special meeting of
shareholders is adjourned to a different date, time or place, the corporation
shall not be required to give notice of the new date, time or place if the new
date, time or place is announced at the meeting before adjournment; provided,
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however, that if a new record date for an adjourned meeting is or must be
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fixed, the corporation shall give notice of the adjourned meeting to persons who
are shareholders as of the new record date.

     2.05.   Waiver of Notice.   A shareholder may waive any notice required by
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the Wisconsin Business Corporation Law, the articles of incorporation or these
bylaws before or after the date and time stated in the notice.  The waiver shall
be in writing and signed by the shareholder entitled to the notice, contain the
same information that would have been required in the notice under applicable
provisions of the Wisconsin Business Corporation Law (except that the time and
place of meeting need not be stated) and be delivered to the corporation for
inclusion in the corporate records.  A shareholder's attendance at a meeting, in
person or by proxy, waives objection to all of the following: (a) lack of notice
or defective notice of the meeting, unless the shareholder at the beginning of
the meeting or promptly upon arrival objects to holding the meeting or
transacting business at the meeting; and (b) consideration of a particular
matter at the meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.

     2.06.   Fixing of Record Date.   The Board of Directors may fix in advance
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a date as the record date for the purpose of determining shareholders entitled
to notice of and to vote at any meeting of shareholders, shareholders entitled
to demand a special meeting as contemplated by Section 2.02 hereof, shareholders
entitled to take any other action, or shareholders for any other purpose.  Such
record date shall not be more than seventy days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
notice of and to vote at a meeting of shareholders, the record date shall be the
close of business on the day before the first notice is given to shareholders.
If no record date is fixed by the Board of Directors or by the Wisconsin
Business Corporation Law for the determination of shareholders entitled to
demand a special meeting as contemplated in Section 2.02 hereof, the record date
shall be the date that the first shareholder signs the demand.  Except as
provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to vote
at a meeting of shareholders is effective for any adjournment of such meeting
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.  The record date for determining shareholders entitled to a
distribution (other than a distribution involving a purchase, redemption or
other acquisition of the corporation's shares) or a share dividend is the date
on which the Board of Directors authorized the distribution or share dividend,
as the case may be, unless the Board of Directors fixes a different record date.

     2.07.   Shareholders' List for Meetings.   After a record date for a
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special or annual meeting of shareholders has been fixed, the corporation shall
prepare a list of the names of all of the shareholders entitled to notice of the
meeting.   The list shall be arranged by class or series of shares, if any, and
show the address of and number of shares held by each shareholder.   Such list
shall be available for inspection by any shareholder, beginning two business
days after notice of the meeting is given for which the list was prepared and
continuing to the date of 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 or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation Law,
copy the list, during regular business hours and at his or her expense, during
the period that it is available for inspection pursuant to this Section 2.07.
The corporation shall make the shareholders' list available at the meeting and
any shareholder or his or her agent or attorney may inspect the list at any time
during the meeting or any adjournment thereof.  Refusal or failure to prepare or
make available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.

     2.08.   Quorum and Voting Requirements.  Shares entitled to vote as a
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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.  If the corporation has only
one class of stock outstanding, such class shall constitute a separate voting
group for purposes of this Section 2.08.   Except as otherwise provided in the
articles of incorporation, any bylaw adopted under authority granted in the
articles of incorporation, or the Wisconsin Business Corporation Law, a majority
of the votes entitled to be cast on the matter shall constitute a quorum of the
voting group for action on that matter.   Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present for
purposes of determining whether a quorum exists for the remainder of the meeting
and for any adjournment of that meeting unless a new record date is or must be
set for the adjourned meeting.  If a quorum exists, except in the case of the
election of directors, action on a matter shall be approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation, any bylaw adopted under authority
granted in the articles of incorporation, or the Wisconsin Business Corporation
Law requires a greater number of affirmative votes.  Unless otherwise provided
in the articles of incorporation, directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election of directors at a
meeting at which a quorum is present.  For purposes of this Section 2.08,
"plurality" means that the individuals with the largest number of votes are
elected as directors up to the maximum number of directors to be chosen at the
meeting.  Though less than a quorum of the outstanding votes of a voting group
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice.  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.

     2.09.  Conduct of Meeting.  The President and in his or her absence, a Vice
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President in the order provided under Section 4.07 hereof, and in their absence,
any person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairperson of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

     2.10.  Proxies.  At all meetings of shareholders, a shareholder may vote
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his or her shares in person or by proxy.  A shareholder may appoint a proxy to
vote or otherwise act for the shareholder by signing an appointment form, either
personally or by his or her attorney-in-fact.  An appointment of a proxy is
effective when received by the Secretary or other officer or agent of the
corporation authorized to tabulate votes.  An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form.

     2.11.   Voting of Shares.  Except as provided in the articles of
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incorporation or in the Wisconsin Business Corporation Law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at a
meeting of shareholders.

     2.12.   Action without Meeting.  Any action required or permitted by the
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articles of incorporation or these bylaws or any provision of the Wisconsin
Business Corporation Law to be taken at a meeting of the shareholders may be
taken without a meeting and without action by the Board of Directors if a
written consent or consents, describing the action so taken, is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
delivered to the corporation for inclusion in the corporate records.

     2.13.   Acceptance of Instruments Showing Shareholder Action.  If the name
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signed on a vote, consent, waiver or proxy appointment corresponds to the name
of a shareholder, the corporation, if acting in good faith, may accept the vote,
consent, waiver or proxy appointment and give it effect as the act of a
shareholder.  If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

     (a)  The shareholder is an entity and the name signed purports to be that
of an officer or agent of the entity.

     (b)  The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

     (c)  The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of this
status acceptable to the corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

     (d)  The name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

     (e)  Two or more persons are the shareholders as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-owners.

     The corporation may reject a vote, consent, waiver or proxy appointment if
the Secretary or other officer or agent of the corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

                          ARTICLE III.  BOARD OF DIRECTORS

     3.01.  General Powers and Number.  All corporate powers shall be exercised
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by or under the authority of, and the business and affairs of the corporation
managed under the direction of, the Board of Directors.  The number of directors
of the corporation shall be nine.

     3.02.  Tenure and Qualifications.  The directors shall be divided into
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three classes to consist of three members in each of three classes, and the term
of one class shall expire at each annual meeting.  At each annual meeting, 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.  Each director shall hold office for the term for which he is
elected and until his or her successor shall have been elected and, if
necessary, qualified, or until there is a decrease in the number of directors
which takes effect after the expiration of his or her term, or until his or her
prior death, resignation or removal.  A director may be removed by the
shareholders only at a meeting called for the purpose of removing the director,
and the meeting notice shall state that the purpose, or one of the purposes, of
the meeting is removal of the director.  A director may be removed from office
with or without cause if the number of votes cast to remove the director exceeds
the number of votes cast not to remove such director.  A director may resign at
any time by delivering written notice which complies with the Wisconsin Business
Corporation Law to the Board of Directors, to the President or to the
corporation.  A director's resignation is effective when the notice is delivered
unless the notice specifies a later effective date.  Directors need not be
residents of the State of Wisconsin or shareholders of the corporation.

     3.03.  Regular Meetings.  A regular meeting of the Board of Directors shall
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be held without other notice than this bylaw immediately after the annual
meeting of shareholders and each adjourned session thereof.  The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders.  The Board of Directors may provide, by resolution, the
date, time and place, either within or without the State of Wisconsin, for the
holding of additional regular meetings of the Board of Directors without other
notice than such resolution.

     3.04.  Special Meetings.  Special meetings of the Board of Directors may be
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called by or at the request of the President, Secretary or any two directors.
The President or Secretary may fix any place, either within or without the State
of Wisconsin, as the place for holding any special meeting of the Board of
Directors, and if no other place is fixed the place of the meeting shall be the
principal office of the corporation in the State of Wisconsin.

     3.05.  Notice; Waiver.  Notice of each meeting of the Board of Directors
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(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered in person, by telegraph, teletype, facsimile or other
form of wire or wireless communication, not less than twenty-four hours prior to
the meeting or by mail or private carrier, to each director at his business
address or at such other address as such director shall have designated in
writing filed with the Secretary, not less than forty-eight hours prior to the
meeting.  The notice need not describe the purpose of the meeting of the Board
of Directors or the business to be transacted at such meeting.  If mailed, such
notice shall be deemed to be effective when deposited in the United States mail
so addressed, with postage thereon prepaid.  If notice is given by telegram,
such notice shall be deemed to be effective when the telegram is delivered to
the telegraph company.  If notice is given by private carrier, such notice shall
be deemed to be effective when delivered to the private carrier.  Whenever any
notice whatever is required to be given to any director of the corporation under
the articles of incorporation or these bylaws or any provision of the Wisconsin
Business Corporation Law, a waiver thereof in writing, signed at any time,
whether before or after the date and time of meeting, by the director entitled
to such notice shall be deemed equivalent to the giving of such notice.  The
corporation shall retain any such waiver as part of the permanent corporate
records.  A director's attendance at or participation in a meeting waives any
required notice to him or her of the meeting unless the director at the
beginning of the meeting or promptly upon his or her arrival 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.

     3.06.  Quorum.  Except as otherwise provided by the Wisconsin Business
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Corporation Law or by the articles of incorporation or these bylaws, a majority
of the number of directors specified in Section 3.01 of these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors.  Except as otherwise provided by the Wisconsin Business
Corporation Law or by the articles of incorporation or by these bylaws, a quorum
of any committee of the Board of Directors created pursuant to Section 3.12
hereof shall consist  of a majority of the number of directors appointed to
serve or the committee.  A majority of the directors present (though less than
such quorum) may adjourn any meeting of the Board of Directors or any committee
thereof, as the case may be, from time to time without further notice.

     3.07.  Manner of Acting.  The affirmative vote of a majority of the
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directors present at a meeting of the Board of Directors or a committee thereof
at which a quorum is present shall be the act of the Board of Directors or such
committee, as the case may be, unless the Wisconsin Business Corporation Law,
the articles of incorporation or these bylaws require the vote of a greater
number of directors.

     3.08.  Conduct of Meetings.  The Chairman of the Board and in his or her
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absence, the President, and in their absence, a Vice President in the order
provided under Section 4.07, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as chairperson of the meeting.  The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors but in the absence of
the Secretary, the presiding officer may appoint any other person present to act
as secretary of the meeting.  Minutes of any regular or special meeting of the
Board of Directors shall be prepared and distributed to each director.

     3.09.  Vacancies.  Except as provided below, any vacancy occurring in the
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Board of Directors, including a vacancy resulting from an increase in the number
of directors, may be filled by any of the following: (a) the shareholders; (b)
the Board of Directors; or (c) if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, the directors, by the affirmative
vote of a majority of all directors remaining in office.  If the vacant office
was held by a director elected by a voting group of shareholders, only the
holders of shares of that voting group may vote to fill the vacancy if it is
filled by the shareholders, and only the remaining directors elected by that
voting group may vote to fill the vacancy if it is filled by the directors.  A
vacancy that will occur at a specific later date, because of a resignation
effective at a later date or otherwise, may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

     3.10.  Compensation.  The Board of Directors, irrespective of any personal
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interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors or may delegate such
authority to an appropriate committee.  The Board of Directors also shall have
authority to provide for or delegate authority to an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other
benefits or payments, to directors, officers and employees and to their estates,
families, dependents or beneficiaries on account of prior services rendered by
such directors, officers and employees to the corporation.

     3.11.  Presumption of Assent.  A director who is present and is announced
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as present at a meeting of the Board of Directors or any committee thereof
created in accordance with Section 3.12 hereof, when corporate action is taken,
assents to the action taken unless any of the following occurs: (a) the director
objects at the beginning of the meeting or promptly upon his or her arrival to
holding the meeting or transacting business at the meeting; (b) the director
dissents or abstains from an action taken and minutes of the meeting are
prepared that show the director's dissent or abstention from the action taken;
(c) the director delivers written notice that complies with the Wisconsin
Business Corporation Law of his or her dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation immediately
after adjournment of the meeting; or (d) the director dissents or abstains from
an action taken, minutes of the meeting are prepared that fail to show the
director's dissent or abstention from the action taken, and the director
delivers to the corporation a written notice of that failure that complies with
the Wisconsin Business Corporation Law promptly after receiving the minutes.
Such right of dissent or abstention shall not apply to a director who votes in
favor of the action taken.

     3.12.  Committees.  The Board of Directors by resolution adopted by the
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affirmative vote of a majority of all of the directors then in office may create
one or more committees, appoint members of the Board of Directors to serve on
the committees and designate other members of the Board of Directors to serve as
alternates.  Each committee shall have two or more members who shall, unless
otherwise provided by the Board of Directors, serve at the pleasure of the Board
of Directors.  A committee may be authorized to exercise the authority of the
Board of Directors, except that a committee may not do any of the following: (a)
authorize distributions; (b) approve or propose to shareholders action that the
Wisconsin Business Corporation Law requires to be approved by shareholders; (c)
fill vacancies on the Board of Directors or, unless the Board of Directors
provides by resolution that vacancies on a committee shall be filled by the
affirmative vote of the remaining committee members, on any Board committee; (d)
amend the corporation's articles of incorporation; (e) adopt, amend or repeal
bylaws; (f) approve a plan or merger not requiring shareholder approval; (g)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; and (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 prescribed by the Board of Directors.  Unless otherwise provided by the
Board of Directors in creating the committee, a committee may employ counsel,
accountants and other consultants to assist it in the exercise of its authority.

     3.13.  Telephonic Meetings.  Except as herein provided and notwithstanding
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any place set forth in the notice of the meeting or these bylaws, members of the
Board of Directors (and any committees thereof created pursuant to Section 3.12
hereof) may participate in regular or special meetings by, or through the use
of, any means of communication by which all participants may simultaneously hear
each other, such as by conference telephone.  If a meeting is conducted by such
means, then at the commencement of such meeting the presiding officer shall
inform the participating directors that a meeting is taking place at which
official business may be transacted.  Any participant in a meeting by such means
shall be deemed present in person at such meeting.  Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter which the presiding officer determines, in his or her sole
discretion, to be inappropriate under the circumstances for action at a meeting
held by such means.  Such determination shall be made and announced in advance
of such meeting.

     3.14.  Action Without Meeting.  Any action required or permitted by the
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Wisconsin Business Corporation Law to be taken at a meeting of the Board of
Directors or a committee thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the committee.  The action shall be evidenced by one or more written consents
describing the action taken, signed by each director or committee member and
retained by the corporation.  Such action shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.

                             ARTICLE IV.   OFFICERS

     4.01.  Number.  The principal officers of the corporation shall be a
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Chairman of the Board, a President and Chief Executive Officer, the number of
Vice Presidents as authorized from time to time by the Board of Directors, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors.     Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors.  The Board of
Directors may also authorize any duly appointed officer to appoint one or more
officers or assistant officers.  Any two or more offices may be held by the same
person.  The Chairman of the Board and any Vice Chairman of the Board shall be
chosen from among the Board of Directors.  The Chairman of the Board shall, when
present, preside at all meetings of the shareholders and, in the absence of the
Chairman of the Board, the Vice Chairman of the Board, when present, shall
preside at such meetings.  The Chairman of the Board and any Vice Chairman of
the Board shall perform such duties as may from time to time be prescribed by
the Board of Directors.

     4.02.  Election and Term of Office.  The officers of the corporation to be
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elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as is practicable.
Each officer shall hold office until his or her successor shall have been duly
elected or until his or her prior death, resignation or removal.

     4.03.  Removal.  The Board of Directors may remove any officer and, unless
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restricted by the Board of Directors or these bylaws, an officer may remove any
officer or assistant officer appointed by that officer, at any time, with or
without cause and notwithstanding the contract rights, if any, of the officer
removed.  The appointment of an officer does not of itself create contract
rights.

     4.04.  Resignation.  An officer may resign at any time by delivering notice
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to the corporation that complies with the Wisconsin Business Corporation Law.
The resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the corporation accepts the later
effective date.

     4.05.  Vacancies.  A vacancy in any principal office because of death,
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resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.  If a resignation of
an officer is effective at a later date as contemplated by Section 4.04 hereof,
the Board of Directors may fill the pending vacancy before the effective date if
the Board provides that the successor may not take office until the effective
date.

     4.06.  Chairman of the Board.  The Chairman of the Board shall, when
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present, preside at all meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors from time to
time.

     4.07.  President and Chief Executive Officer.  The President and Chief
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Executive Officer (herein referred to as the "President") shall be the principal
executive officer of the corporation and, subject to the direction of the Board
of Directors, shall in general supervise and control all of the business and
affairs of the corporation.  The President shall, when present, preside at
meetings of the shareholders.  He or she shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to them.  Such
agents and employees shall hold office at the discretion of the President.  He
or she shall have authority to sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases,
reports and all other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he or she may authorize any Vice
President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his or her place and stead.  In
general he or she shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.

     4.08.  The Vice Presidents.  In the absence of the President or in the
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event of the President's death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, 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 may
sign, with the Secretary or Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him or her by the President or by
the Board of Directors.  The execution of any instrument of the corporation by
any Vice President shall be conclusive evidence, as to third parties, of his or
her authority to act in the stead of the President.

     4.09.  The Secretary.  The Secretary shall: (a) keep minutes of the
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meetings of the shareholders and of the Board of Directors (and of committees
thereof) in one or more books provided for that purpose (including records of
actions taken by the shareholders or the Board of Directors (or committees
thereof) without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is affixed to
all documents the execution of which on behalf of the corporation under its seal
is duly authorized; (d) maintain a record of the shareholders of the
corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned by the President or by the Board of Directors.

     4.10.  The Treasurer.  The Treasurer shall: (a) have charge and custody of
            -------------
and be responsible for all funds and securities of the corporation; (b) maintain
appropriate accounting records; (c) 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 selected in accordance with the provisions of Section
5.04; and (d) in general perform all of the duties incident to the office of
Treasurer and have such other duties and exercise such other authority as from
time to time may be delegated or assigned by the President or by the Board of
Directors.  If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

     4.11  Assistant Secretaries and Assistant Treasurers.  There shall be such
           ----------------------------------------------
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize.  The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors.  The Assistant Treasurers shall respectively, 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 Secretaries and Assistant Treasurers, in general,
shall perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.

     4.12.  Other Assistants and Acting Officers.  The Board of Directors shall
            ------------------------------------
have the power to appoint, or to authorize any duly appointed officer of the
corporation to appoint, any person to act as assistant to any officer, or as
agent for the corporation in his or her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized officer shall have the power to perform
all the duties of the office to which he or she is so appointed to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
appointing officer.

     4.13.  Salaries.  The salaries of the principal officers shall be fixed
            ---------
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a director of the corporation.

                        ARTICLE V.  CONTRACTS, LOANS, CHECKS
                        AND DEPOSITS; SPECIAL CORPORATE ACTS

     5.01.  Contracts.  The Board of Directors may authorize any officer or
            ---------
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances.  In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal, if any, thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the authority of the
signing officer or officers.

     5.02.  Loans.  No indebtedness for borrowed money shall be contracted on
            -----
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors.  Such authorization may be general or confined to specific
instances.

     5.03.  Checks, Drafts, etc.  All checks, drafts or other orders for the
            -------------------
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04.  Deposits.  All funds of the corporation not otherwise employed shall
            --------
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

     5.05.  Voting of Securities Owned by this Corporation.  Subject always to
            ----------------------------------------------
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he or she be present, or in
his or her absence by any Vice President of this corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal, if any, or countersignature or
attestation by another officer.  Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

           ARTICLE VI.   CERTIFICATES FOR SHARES; TRANSFER OF SHARES

     6.01.  Certificates for Shares.  Certificates representing shares of the
            -----------------------
corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall 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 and address 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 stock transfer books of the
corporation.  All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except as
provided in Section 6.06.

     6.02.  Facsimile Signatures and Seal.  The seal of the corporation, if any,
            -----------------------------
on any certificates for shares may be a facsimile.  The signature of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent, or a registrar, other than the corporation itself or an
employee of the corporation.

     6.03.  Signature by Former Officers.  The validity of a share certificate
            ----------------------------
is not affected if a person who signed the certificate (either manually or in
facsimile) no longer holds office when the certificate is issued.

     6.04.  Transfer of Shares.  Prior to due presentment of a certificate for
            ------------------
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner.  Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty.  The corporation may require reasonable
assurance that such endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

     6.05.  Restrictions on Transfer.  The face or reverse side of each
            ------------------------
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06.  Lost, Destroyed or Stolen Certificates.  Where the owner claims that
            --------------------------------------
certificates for shares have been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired by a bona fide
purchaser, (b) files with the corporation a sufficient indemnity bond if
required by the Board of Directors or any principal officer, and (c) satisfies
such other reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.

     6.07.  Consideration for Shares.  The Board of Directors may authorize
            ------------------------
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the corporation, including cash, promissory notes,
services 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 received or to be received for
the shares to be issued is adequate.  The determination of the Board of
Directors 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.  The corporation may place in escrow shares issued in whole
or in part for a contract for future services or benefits, a promissory note, or
other property to be issued in the future, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
benefits or property are received or the promissory note is paid.  If the
services are not performed, the benefits or property are not received or the
promissory note is not paid, the corporation may cancel, in whole or in part,
the shares escrowed or restricted and the distributions credited.

     6.08  Stock Regulations.  The Board of Directors shall have the power and
           -----------------
authority to make all such further rules and regulations not inconsistent with
law as it may deem expedient concerning the issue, transfer and registration of
shares of the corporation.

                              ARTICLE VII.   SEAL

     7.01.  The Board of Directors may provide for a corporate seal for the
corporation.

                        ARTICLE VIII.   INDEMNIFICATION

     8.01.  Certain Definitions.  All capitalized terms used in this Article
            -------------------
VIII and not otherwise hereinafter defined in this Section 8.01 shall have the
meaning set forth in Section 180.0850 of the Statute.  The following capitalized
terms (including any plural forms thereof) used in this Article VIII shall be
defined as follows:

     (a) "Affiliate" shall include, without limitation, any corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise
that directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Corporation.

     (b) "Authority" shall mean the entity selected by the Director or Officer
to determine his or her right to indemnification pursuant to Section 8.04.

     (c) "Board" shall mean the entire then elected and serving Board of
Directors of the Corporation, including all members thereof who are Parties to
the subject Proceeding or any related Proceeding.

     (d) "Breach of Duty" shall mean the Director or Officer breached or failed
to perform his or her duties to the Corporation and his or her breach of or
failure to perform those duties is determined, in accordance with Section 8.04,
to constitute misconduct under Section 180.0851(2)(a) 1, 2, 3 or 4 of the
Statute.

     (e) "Corporation," as used herein and as defined in the Statute and
incorporated by reference into the definitions of certain other capitalized
terms used herein, shall mean this corporation, including, without limitation,
any successor corporation or entity to this corporation by way of merger,
consolidation or acquisition of all or substantially all of the capital stock or
assets of this corporation.

     (f) "Director or Officer" shall have the meaning set forth in the Statute;
provided, that, for purposes of this Article VIII, it shall be conclusively
presumed that any Director or Officer serving as a director, officer, partner,
trustee, member of any governing or decision-making committee, employee or agent
of an Affiliate shall be so serving at the request of the Corporation.

     (g) "Disinterested Quorum" shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.

     (h) "Party" shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article VIII, the term "Party" shall also include any
Director or Officer or employee of the Corporation who is or was a witness in a
Proceeding at a time when he or she has not otherwise been formally named a
Party thereto.

     (i) "Proceeding" shall have the meaning set forth in the Statute; provided,
that, in accordance with Section 180.0859 of the Statute and for purposes of
this Article VIII, the term "Proceeding" shall also include all Proceedings (i)
brought under (in whole or in part) the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, their respective state
counterparts, and/or any rule or regulation promulgated under any of the
foregoing; (ii) brought before an Authority or otherwise to enforce rights
hereunder; (iii) any appeal from a Proceeding; and (iv) any Proceeding in which
the Director or Officer is a plaintiff or petitioner because he or she is a
Director or Officer; provided, however, that any such Proceeding under this
subsection (iv) must be authorized by a majority vote of a Disinterested Quorum.

     (j) "Statute" shall mean Sections 180.0850 through 180.0859, inclusive, of
the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes,
as the same shall then be in effect, including any amendments thereto, but, in
the case of any such amendment, only to the extent such amendment permits or
requires the Corporation to provide broader indemnification rights than the
Statute permitted or required the Corporation to provide prior to such
amendment.

     8.02.  Mandatory Indemnification of Directors and Officers.  To the fullest
           ----------------------------------------------------
extent permitted or required by the Statute, the Corporation shall indemnify a
Director or Officer against all Liabilities incurred by or on behalf of such
Director or Officer in connection with a Proceeding in which the Director or
Officer is a Party because he or she is a Director or Officer.

     8.03.    Procedural Requirements.
             ------------------------

     (a) A Director or Officer who seeks indemnification under Section 8.02
shall make a written request therefor to the Corporation.  Subject to Section
8.03(b), within sixty days of the Corporation's receipt of such request, the
Corporation shall pay or reimburse the Director or Officer for the entire amount
of Liabilities incurred by the Director or Officer in connection with the
subject Proceeding (net of any Expenses previously advanced pursuant to Section
8.05).

     (b) No indemnification shall be required to be paid by the Corporation
pursuant to Section 8.02 if, within such sixty-day period, (i) a Disinterested
Quorum, by a majority vote thereof, determines that the Director or Officer
requesting indemnification engaged in misconduct constituting a Breach of Duty
or (ii) a Disinterested Quorum cannot be obtained.

     (c) In either case of nonpayment pursuant to Section 8.03(b), the Board
shall immediately authorize by resolution that an Authority, as provided in
Section 8.04, determine whether the Director's or Officer's conduct constituted
a Breach of Duty and, therefore, whether indemnification should be denied
hereunder.

     (d)(i) If the Board does not authorize an Authority to determine the
Director's or Officer's right to indemnification hereunder within such sixty-day
period and/or (ii) if indemnification of the requested amount of Liabilities is
paid by the Corporation, then it shall be conclusively presumed for all purposes
that a Disinterested Quorum has affirmatively determined that the Director or
Officer did not engage in misconduct constituting a Breach of Duty and, in the
case of subsection (i) above (but not subsection (ii)), indemnification by the
Corporation of the requested amount of Liabilities shall be paid to the Director
or Officer immediately.

     8.04.  Determination of Indemnification.
            --------------------------------

     (a) If the Board authorizes an Authority to determine a Director's or
Officer's right to indemnification pursuant to Section 8.03, then the Director
or Officer requesting indemnification shall have the absolute discretionary
authority to select one of the following as such Authority:

     (i) An independent legal counsel; provided, that such counsel shall be
mutually selected by such Director or Officer and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be obtained, then by a
majority vote of the Board;

     (ii) A panel of three arbitrators selected from the panels of arbitrators
of the American Arbitration Association in Wisconsin; provided, that (A) one
arbitrator shall be selected by such Director or Officer, the second arbitrator
shall be selected by a majority vote of a Disinterested Quorum or, if a
Disinterested Quorum cannot be obtained, then by a majority vote of the Board,
and the third arbitrator shall be selected by the two previously selected
arbitrators, and (B) in all other respects (other than this Article VIII), such
panel shall be governed by the American Arbitration Association's then existing
Commercial Arbitration Rules; or

     (iii) A court pursuant to and in accordance with Section 180.0854 of the
Statute.

     (b) In any such determination by the selected Authority there shall exist a
rebuttable presumption that the Director's or Officer's conduct did not
constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required.  The burden of rebutting such a presumption
by clear and convincing evidence shall be on the Corporation or such other party
asserting that such indemnification should not be allowed.

     (c) The Authority shall make its determination within sixty days of being
selected and shall submit a written opinion of its conclusion simultaneously to
both the Corporation and the Director or Officer.

     (d) If the Authority determines that indemnification is required hereunder,
the Corporation shall pay the entire requested amount of Liabilities (net of any
Expenses previously advanced pursuant to Section 8.05), including interest
thereon at a reasonable rate, as determined by the Authority, within  ten days
of receipt of the Authority's opinion; provided, that, if it is determined by
the Authority that a Director or Officer is entitled to indemnification against
Liabilities' incurred in connection with some claims, issues or matters, but not
as to other claims, issues or matters, involved in the subject Proceeding, the
Corporation shall be required to pay (as set forth above) only the amount of
such requested Liabilities as the Authority shall deem appropriate in light of
all of the circumstances of such Proceeding.

     (e) The determination by the Authority that indemnification is required
hereunder shall be binding upon the Corporation regardless of any prior
determination that the Director or Officer engaged in a Breach of Duty.

     (f) All Expenses incurred in the determination process under this Section
8.04 by either the Corporation or the Director or Officer, including, without
limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

     8.05.  Mandatory Allowance of Expenses.
           --------------------------------

     (a) The Corporation shall pay or reimburse from time to time or at any
time, within ten days after the receipt of the Director's or Officer's written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:

     (i) The Director or Officer furnishes to the Corporation an executed
written certificate affirming his or her good faith belief that he or she has
not engaged in misconduct which constitutes a Breach of Duty; and

     (ii) The Director or Officer furnishes to the Corporation an unsecured
executed written agreement to repay any advances made under this Section 8.05 if
it is ultimately determined by an Authority that he or she is not entitled to be
indemnified by the Corporation for such Expenses pursuant to Section 8.04.

     (b) If the Director or Officer must repay any previously advanced Expenses
pursuant to this Section 8.05, such Director or Officer shall not be required to
pay interest on such amounts.

     8.06.  Indemnification and Allowance of Expenses of Certain Others.
            -----------------------------------------------------------

     (a) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant to a majority vote thereof, indemnify a director or
officer of an Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if such
director or officer incurred such Liabilities because he or she was a Director
or Officer, if such director or officer is a Party thereto because he or she is
or was a director or officer of the Affiliate.

     (b) The Corporation shall indemnify an employee who is not a Director or
Officer, to the extent he or she has been successful on the merits or otherwise
in defense of a Proceeding, for all reasonable Expenses incurred in the
Proceeding if the employee was a Party because he or she was an employee of the
Corporation.

     (c) The Board may, in its sole and absolute discretion as it deems
appropriate, pursuant  to a majority vote thereof, indemnify (to the extent not
otherwise provided in Section 8.06(b) hereof) against Liabilities incurred by,
and/or provide for the allowance of reasonable Expenses of, an employee or
authorized agent of the Corporation acting within the scope of his or her duties
as such and who is not otherwise a Director or Officer.

     8.07.  Insurance.   The Corporation may purchase and maintain insurance on
            ---------
behalf of a Director or Officer or any individual who is or was an employee or
authorized agent of the Corporation against any Liability asserted against or
incurred by such individual in his or her capacity as such or arising from his
or her status as such, regardless of whether the Corporation is required or
permitted to indemnify against any such Liability under this Article VIII.

     8.08  Notice to the Corporation.  A Director, Officer or employee shall
           -------------------------
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director, Officer or
employee hereunder unless the Corporation shall have been irreparably prejudiced
by such failure (as determined, in the case of Directors or Officers only, by an
Authority selected pursuant to Section 8.04(a)).

     8.09.  Severability.  If any provision of this Article VIII shall be deemed
            ------------
invalid or inoperative, or if a court of competent jurisdiction determines that
any of the provisions of this Article VIII contravene public policy, this
Article VIII shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action or deed by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Statute.

     8.10.  Nonexclusivity of Article VIII.  The rights of a Director, Officer
            ------------------------------
or employee (or any other person) granted under this Article VIII shall not be
deemed exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director, Officer or employee (or such other
person) may be entitled to under any written agreement, Board resolution, vote
of shareholders of the Corporation or otherwise, including, without limitation,
under the Statute.  Nothing contained in this Article VIII shall be deemed to
limit the Corporation's obligations to indemnify against Liabilities or allow
Expenses to a Director, Officer or employee under the Statute.

     8.11.  Contractual Nature of Article VIII; Repeal or Limitation of Rights.
            ------------------------------------------------------------------
This Article VIII shall be deemed to be a contract between the Corporation and
each Director, Officer and employee of the Corporation and any repeal or other
limitation of this Article VIII or any repeal or limitation of the Statute or
any other applicable law shall not limit any rights of indemnification against
Liabilities or allowance of Expenses then existing or arising out of events,
acts or omissions occurring prior to such repeal or limitation, including,
without limitation, the right to indemnification against Liabilities or
allowance of Expenses for Proceedings commenced after such repeal or limitation
to enforce this Article VIII with regard to acts, omissions or events arising
prior to such repeal or limitation.

                            ARTICLE IX.  AMENDMENTS

     9.01.  By Shareholders.  These bylaws may be amended or repealed and new
            ---------------
bylaws may be adopted by the shareholders at any annual or special meeting of
the shareholders at which a quorum is in attendance.

     9.02. By Directors.  Except as otherwise provided by the Wisconsin Business
           ------------
Corporation Law or the articles of incorporation, these bylaws may also be
amended or repealed and new bylaws may be adopted by the Board of Directors by
affirmative vote of a majority of the number of directors present at any meeting
at which a quorum is in attendance; provided,  however, that the shareholders in
                                    ------------------
adopting, amending or repealing a particular bylaw may provide therein that the
Board of Directors may not amend, repeal or readopt that bylaw.

     9.03.  Implied Amendments.  Any action taken or authorized by the
            ------------------
shareholders or by the Board of Directors which would be inconsistent with the
bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the bylaws so that the bylaws would be consistent with such action shall be
given the same effect as though the bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.