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EXHIBIT 3.1(b)
AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE COMPANY
The Amendment adds a new Article VI and amends existing Section 3.3 of Article
III as shown below. The addition to Section 3.3 of Article III is shown in all
CAPS; the deletions are bracketed.
ARTICLE VI BOARD OF DIRECTORS
6.1 Election and Term. Commencing with the 2000 annual meeting of sharehold-
ers, the Board of Directors shall be divided into three classes as nearly
equal in number as possible. At the 2000 annual meeting of shareholders, di-
rectors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2001 annual meeting of shareholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 2002 annual meeting of shareholders; and directors of the third class
(Class III) shall be elected to hold office for a term expiring at the 2003
annual meeting of shareholders. At each annual meeting of shareholders after
2000, the successors to the class of directors whose terms shall then expire
shall be identified as being of the same class as the directors they succeed
and elected to hold office until the third succeeding annual meeting of share-
holders. If the number of directors is changed, any newly created director-
ships or any decrease in directorships shall be so apportioned among the clas-
ses by the Board of Directors as to make all classes as nearly equal in number
as possible.
6.2 Removal of Directors. Subject to the rights of the holders of any series
of Preferred Shares then outstanding, a director may be removed only with
cause by the affirmative vote of the holders of shares representing at least
66 2/3% of the votes entitled to be cast on such action.
6.3 Newly-created Directorships; Vacancies. Subject to the rights of the
holders of any series of Preferred Shares then outstanding, any vacancy occur-
ring in the Board of Directors, including a vacancy resulting from an increase
in the number of directors or the removal of a director, may be filled only by
the affirmative vote of a majority of the directors remaining in office even
if the directors in office constitute less than a quorum of the Board of Di-
rectors.
6.4 Amendment or Repeal. The provisions of this Article shall not be amended
or repealed, nor shall any provision of these Articles of Incorporation be
adopted that is inconsistent with this Article, unless such action shall have
been approved by the affirmative vote of the holders of shares representing at
least 66 2/3% of the votes entitled to be cast by each voting group entitled
to vote on such action.
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3.3 Shareholder Approval. [An] EXCEPT AS OTHERWISE PROVIDED IN ARTICLE VI, AN
amendment to the Articles of Incorporation of the Corporation shall be ap-
proved if a majority of the votes entitled to be cast by each voting group en-
titled to vote on such action are cast in favor of such action. [Subject to the
right of holders of any series of Preferred Stock to elect or remove directors
under specified circumstances, at a special meeting of shareholders called ex-
pressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares entitled to vote at an election of di-
rectors.] Any merger or share exchange to which the Corporation is a party or
any direct or indirect sale, lease, exchange or other disposition of all or
substantially all of the Corporation's property, otherwise than in the usual
and regular course of business, shall be approved if a majority of the votes
entitled to be cast by each voting group entitled to vote on such action are
cast in favor of such action; provided, however, that this sentence shall not
affect the power of the Board of Directors to condition its submission of any
plan of merger, share exchange or direct or indirect sale, lease, exchange or
other disposition of all or substantially all of the Corporation's property,
otherwise than in the usual and regular course of business, on any basis, in-
cluding the requirement of a greater vote.
