Exhibit 3.1 (iv)
RESOLVED, that Section 3.1 of the by-laws be and is hereby amended to increase
the number of authorized directors to eight (8).
Exhibit 3.1 (v)
RESOLVED, that Section 5 of the By-laws is hereby amended to renumber
Paragraph 5.4 as Paragraph 5.6, and to add thereto new Paragraphs 5.4 and 5.5 to
read as follows:
5.4 Finance Committee. The Finance Committee shall consist of three or more
directors as the Board of Directors shall designate. The Committee during
intervals between meetings of the Board of Directors shall have all the powers
of the Board of Directors (except with respect to matters within the powers of
the Audit Committee or the Compensation Committee) concerning the determination
of financial policies of the Company and the management of its financial
affairs, not inconsistent, however, with law or with such specific directions as
to the conduct of affairs as shall have been given by the Board of Directors.
The Committee also shall perform such other functions and exercise such other
powers as may be delegated to it from time to time by the Board of Directors.
During intervals between meetings of the Committee, the Chairman of the
Committee shall have and may exercise such of the powers of the Committee as
from time to time shall be conferred upon them by resolution of the Board of
Directors or of the Finance Committee.
5.5 Executive Advisory Committee. The Executive Advisory Committee shall
consist of three or more directors as the Chairman of the Board of Directors
shall designate. The Committee shall meet on the call of the Chairman for
advice and assistance, but is not authorized to exercise any of the powers of
the Board of Directors.
