vote at each meeting and must be present in person to vote
    except as allowed in any specific instance by a majority
    vote of the Directors present. In the event a quorum is
    present, a majority vote of those present shall constitute
    the act of the Board of Directors except as herein otherwise
    specifically provided.

3.6 Consent. Any action which can be taken by a meeting of the
    Directors at a meeting, may be taken without a meeting if a
    consent in writing setting forth the action taken, shall be
    signed by all of the Directors. Such consent shall have the
    same force and effect as a vote at a meeting of the Board of
    Directors.

3.7 Chairman and Vice Chairman of the Board. The Board shall
     elect a Chairman and Vice Chairman from its voting members
     in accord with Article VI hereinafter.


                          ARTICLE IV

                          COMPENSATION


4.1 The Directors and Officers shall receive no compensation for
     their services as Directors of Officers, but may receive
     reimbursement for expenses incurred in conducting the
     business of the corporation.


                           ARTICLE V

                           COMMITTEES


5.1 Committees. The Board of Directors, by resolution adopted
     by a majority of the whole Board, may designate from among
     its members committees as it may consider necessary or
     appropriate to conduct the affairs of the Corporation. Each
     such committee shall have such power and authority as the
     Board may, from time to time, legally establish for it.


                           ARTICLE VI

              OFFICERS OF THE BOARD OF DIRECTORS


6.1 Officers. The Officers of the Board shall consist of a
     Chairman, Vice Chairman, and a Secretary.

6.2 Election and Term. The Board of Directors shall elect
     officers from its voting membership for one-year terms.



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