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                                                                     EXHIBIT 3.8

         Section 2.16. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.16 shall
be eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at a meeting of the
Corporation's Stockholders (a) by or at the direction of the Board of Directors
or (b) by any Stockholder of the Corporation entitled to vote for the election
of directors at such meeting who complies with the procedures set forth in this
Section 2.16. All nominations by Stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a Stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 45 days prior to
the date on which the Corporation first mailed its proxy materials for the prior
year's meeting of stockholders held for election of directors. If during the
prior year the Corporation did not hold such a meeting, or if the date of the
current year's meeting has changed more than 30 days from the prior year, then
notice must be received a reasonable time before the Corporation mails its proxy
materials for the current year. Such Stockholder's notice to the Secretary shall
set forth in writing (a) as to each person whom such Stockholder proposes to
nominate for election or re-election as a director, all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors or is otherwise required in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; and (b) as to
such Stockholder, (i) the name and address, as they appear on the Corporation's
books, of such Stockholder and (ii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such Stockholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a Stockholders notice
of nomination which pertains to the nominee. No person shall be eligible for
election as a director unless



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nominated in accordance with the procedures set forth in these By-Laws of the
Company. The chairman of the Stockholders' meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he shall so
determine, he shall announce such determination to the meeting and the defective
nomination shall be disregarded.

         Section 2.17. Stockholder Proposals. At any special meeting of the
Corporation's Stockholders, only such business brought before the meeting by or
at the direction of the Board of Directors shall be conducted. At any Annual
Meeting of Stockholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any Stockholder who complies with the procedures set forth
in this Section 2.17. For business to be properly brought before an Annual
Meeting of Stockholders by a Stockholder, the Stockholder must give-timely
notice thereof in proper written form to the Secretary of the Corporation. To be
timely a Stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 45 days prior to
the date on which the Corporation first mailed its proxy materials for the prior
year's Annual Meeting of Stockholders. If during the prior year the Corporation
did not hold an Annual Meeting, or if the date of the current year's Annual
Meeting has changed more than 30 days from the prior year, then notice must be
received a reasonable time before the Corporation mails its Annual Meeting proxy
materials for the current year. Such Stockholder's notice to the Secretary shall
set forth in writing as to each matter such Stockholder proposes to bring before
the Annual Meeting of Stockholders: (a) a brief description of the business
desired to be brought before the Annual Meeting of Stockholders and the reason
for conducting such business at the Annual Meeting of Stockholders, (b) the name
and address, as they appear on the Corporation's books, of such Stockholder, (c)
the class and number of shares of the Corporation's stock which are beneficially
owned by such Stockholder and (d) any material interest of such Stockholder in
such business. Notwithstanding anything in these By-Laws to the contrary, no
business shall be



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conducted at an Annual Meeting of Stockholders except in accordance with the
procedures set forth in this Section 2.17. The chairman of an Annual Meeting of
Stockholders shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of this Section 2.17, and, if he should so determine, he shall so
announce such determination to the meeting and any such business not properly
brought before the meeting shall not be transacted.