Exhibit 3.5

2.2 Election; Resignation; Vacancies.

(a)  Term. At each annual meeting of stockholders, each nominee
     elected by the stockholders to serve as a director shall hold
     office for a term commencing on the date of the annual
     meeting, or such later date as shall be determined by the
     board of directors, and ending on the next annual meeting of
     stockholders, or until his successor is elected and qualified
     or until such director's earlier resignation or removal.

(b)  Majority Voting. Except as provided in paragraph (c) below,
     each nominee shall be elected a director by the vote of the
     majority of the votes cast with respect to that director's
     election at any meeting for the election of directors at which
     a quorum is present. For purposes of this bylaw, a majority of
     votes cast means that the number of votes "for" a director
     must exceed 50% of the votes cast with respect to that
     director. Votes "against" will count as a vote cast with
     respect to that director, but "abstentions" will not count as
     a vote cast with respect to that director.

(c)  Contested Elections. If the number of nominees for any
     election of directors nominated (i) by the Board of Directors
     or (ii) any stockholder, or (iii) a combination of nominees by
     the Board of Directors and any stockholder, exceeds the number
     of directors to be elected, the nominees receiving a plurality
     of the votes cast by holders of shares entitled to vote in the
     election at a meeting at which a quorum is present will be
     elected.

(d)  Resignation and Replacement of Unsuccessful Incumbents.

         (i)      In order for any incumbent director to become a nominee of the
                  board for further service on the board, such person must
                  submit an irrevocable resignation, contingent (i) on that
                  person not receiving more than 50% of the votes cast, and (ii)
                  acceptance of that resignation by the Board in accordance with
                  policies and procedures adopted by the board for such
                  purposes.

         (ii)     resignation that becomes effective if and when the director
                  fails to receive a specified vote for re-election as a
                  director shall provide that it is irrevocable.

         (iii)    The Board of Directors, acting on the recommendation of the
                  Directors and Corporate Governance Committee, shall within 90
                  days of receiving the certified vote pertaining to such
                  election, determine whether to accept the resignation of the
                  unsuccessful incumbent. Absent a determination by the Board of
                  Directors that a compelling reason exists for concluding that
                  it is in the best interests of the Corporation for an
                  unsuccessful incumbent to remain as a Director, no such person
                  shall be elected by the Board to serve as a director, and the
                  Board shall accept that persons resignation.

         (iv)     If the Board determines to accept the resignation of an
                  unsuccessful incumbent, the Directors and Corporate Governance
                  Committee will promptly recommend a candidate to the Board of
                  Directors to fill the office formerly held by the unsuccessful
                  incumbent.




         (v)      The Board of Directors shall promptly consider and act upon
                  the Directors and Corporate Governance Committee's
                  recommendation. The Committee, in making this recommendation
                  and the Board, in acting on such recommendation, may consider
                  any factors or other information that they determine
                  appropriate and relevant.

         (vi)     The Directors and Corporate Governance Committee and the
                  Board of Directors shall take the actions required under
                  this paragraph (d) without the participation of any
                  unsuccessful incumbent except that:

                  a.  If every member of the Directors and Corporate Governance
                      Committee is an unsuccessful incumbent, the Independent
                      Directors who are not unsuccessful incumbents shall name a
                      committee comprised of some or all of the Independent
                      Directors to make recommendations under this subsection to
                      the Board; and

                  b.  If the number of Independent Directors who are not
                      unsuccessful incumbents is three or fewer, all directors
                      may participate in the decisions under this paragraph (d).

(e)  Acceptance of A Director's Resignation. If the Board of
     Directors accepts the resignation of a director who is not
     an unsuccessful incumbent pursuant to this Bylaw, or if a
     nominee for director who is not an incumbent director does
     not receive more than 50% of the votes cast, then the
     Board of Directors may fill the resulting vacancy pursuant
     to the provisions of paragraph (g) of this Section, or may
     decrease the size of the Board of Directors pursuant to
     the provisions of section 2.1 (Responsibility and Number)
     of these Bylaws.

(f)  Resignation. Any director may resign at any time upon
     notice given in writing or by electronic transmission to
     the chairman of the board and the presiding director. A
     resignation is effective when the resignation is delivered
     unless the resignation specifies (a) a later effective
     date or (b) an effective date determined upon the
     happening of an event or events (including but not limited
     to a failure to receive more than 50% of the votes cast in
     an election and the Board's acceptance of the
     resignation).

(g)  Filling A Vacancy. Any vacancy occurring in the board for
     any cause may be filled by a majority of the remaining
     members of the board, although such majority is less than
     a quorum. Each director so elected shall hold office until
     the expiration of the term of the other directors or until
     his successor is elected and qualified, or until the
     earlier of his resignation or removal.