Exhibit 3.1



Section 2.8, as amended:

2.8  Closing of Transfer Books and Fixing Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend, the Board of Directors may provide that the stock transfer books
shall be closed for a stated period not to exceed 90 days nor be less than
10 days preceding such meeting or payment date, and in such case, written or
printed notice thereof shall be mailed at least 10 days before the closing
thereof to each stockholder of record at the address appearing on the records
of the Corporation or supplied by such stockholder to the Corporation for the
purpose of notice.  In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a record date for any such determination of
stockholders, such date to be not more than 90 days and, in case of a meeting
of stockholders, not less than 10 days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.