Exhibit 3.3


1.12. Procedures for Action by Written Consent


(a) The record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting shall be as fixed by the board of
directors or as otherwise established under this section. Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall, by written notice addressed to the secretary of the
Corporation and delivered to the Corporation and signed by a stockholder of
record, request that a record date be fixed for such purpose. The written notice
must contain the information set forth in paragraph (b) of this section.
Following receipt of the notice, the board shall have ten days to determine the
validity of the request, and if appropriate, adopt a resolution fixing the
record date for such purpose. The record date for such purpose shall be no more
than ten days after the date upon which the resolution fixing the record date is
adopted by the board and shall not precede the date such resolution is adopted.
If the board fails within ten days after the Corporation receives such notice to
fix a record date for such purpose, the record date shall be the day on which
the first written consent is delivered to the Corporation in the manner
described in paragraph (d) of this section; except that, if prior action by the
board is required under the provisions of Delaware law, the record date shall be
at the close of business on the day on which the board adopts the resolution
taking such prior action.

(b) Any stockholder's notice required by paragraph (a) of this section must
describe the action that the stockholder proposes to take by consent. For each
such proposal, every notice by a stockholder must state (i) the information
required by section 1.11 as though such stockholder was intending to make a
nomination or to bring any other matter before a meeting of stockholders, (ii)
the text of the proposal (including the text of any resolutions to be effected
by consent and the language of any proposed amendment to the bylaws of the
Corporation), (iii) the reasons for soliciting consents for the proposal, (iv)
any material interest in the proposal held by the stockholder and the beneficial
owner, if any, on whose behalf the action is to be taken, and (v) any other
information relating to the stockholder, the beneficial owner, or the proposal
that would be required to be disclosed in filings in connection with the
solicitation of proxies or consents pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder (or any successor provision of the Exchange
Act or the rules or regulations promulgated thereunder).

In addition to the foregoing, the notice must state as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the notice is given
(i) the class and number of shares of capital stock of the Corporation that are
owned beneficially and of record by such stockholder and such beneficial owner,
as to the stockholder giving the notice, (ii) a description of all arrangements
or understandings between such stockholder and any other person or persons
regarding the proposed action by consent, and (iii) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends to (A) deliver a proxy statement and/or consent solicitation statement
to stockholders of at least the percentage of the Corporation's outstanding
capital stock required to effect the action by consent either to solicit
consents or to solicit proxies to execute consents, and/or (B) otherwise solicit
proxies or consents from stockholders in support of the action to be taken by
consent, and (C) any other information relating to such stockholder that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies or consents relating to the
proposed action by consent pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder (or any successor provision of the
Exchange Act or the rules or regulations promulgated thereunder). The
Corporation may require the stockholder of record and/or beneficial owner
requesting a record date for proposed stockholder action by consent to furnish
such other information as it may reasonably require to determine the validity of
the request for a record date.




(c) Every written consent purporting to take or authorize the taking of
corporate action (each such written consent is referred to in this paragraph and
in paragraph (d) as a "Consent") must bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated Consent delivered in the manner required by this section, Consents signed
by a sufficient number of stockholders to take such action are so delivered to
the Corporation.

(d) Consent must be delivered to the Corporation by delivery to its registered
office in the State of Delaware or its principal place of business. Delivery
must be made by hand or by certified or registered mail, return receipt
requested.

In the event of the delivery to the Corporation of Consents, the secretary of
the Corporation, or such other officer of the Corporation as the board of
directors may designate, shall provide for the safe-keeping of such Consents and
any related revocations and shall promptly conduct such ministerial review of
the sufficiency of all Consents and any related revocations and of the validity
of the action to be taken by stockholder consent as the secretary of the
Corporation, or such other officer of the Corporation as the board may
designate, as the case may be, deems necessary or appropriate, including,
without limitation, whether the stockholders of a number of shares having the
requisite voting power to authorize or take the action specified in Consents
have given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or replacement of one or more members of the
board, the secretary of the Corporation, or such other officer of the
Corporation as the board may designate, as the case may be, shall promptly
designate two persons, who shall not be members of the board, to serve as
inspectors ("Inspectors") with respect to such Consent and such Inspectors shall
discharge the functions of the secretary of the Corporation, or such other
officer of the Corporation as the board may designate, as the case may be, under
this section. If after such investigation the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as the case may be, shall determine that the action purported to have been taken
is duly authorized by the Consents, that fact shall forthwith be certified on
the records of the Corporation kept for the purpose of recording the proceedings
of meetings of stockholders, and the Consents shall be filed in such records.

In conducting the investigation required by this section, the secretary of the
Corporation, such other officer of the Corporation as the board may designate,
or the Inspectors, as the case may be, may, at the expense of the Corporation,
retain special legal counsel and any other necessary or appropriate professional
advisors, and such other personnel as such person or persons may deem necessary
or appropriate and shall be fully protected in relying in good faith upon the
opinion of such counsel or advisors.

(e) No action by written consent without a meeting shall be effective until such
date as the secretary of the Corporation, such other officer of the Corporation
as the board may designate, or the Inspectors, as applicable, certify to the
Corporation that the consents delivered to the Corporation in accordance with
paragraph (d) of this section, represent at least the minimum number of votes
that would be necessary to take the corporate action.

(f) Nothing contained in this section 1.12 shall in any way be construed to
suggest or imply that the Board of Directors of the Corporation or any
stockholder shall not be entitled to contest the validity of any Consent or
related revocations, whether before or after such certification by the secretary
of the Corporation, such other officer of the Corporation as the board may
designate, or the Inspectors, as the case may be, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).