Exhibit 3
 
 
                              AMENDED AND RESTATED
                               CODE OF REGULATIONS
                                       OF
                                HUFFY CORPORATION
 
 
        Code of Regulations of Huffy Corporation, Amended April 27, 2000
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                                      INDEX
 
ARTICLE I   SHAREHOLDERS
 
Section     A.       Annual Meeting
            B.       Special Meetings
            C.       Notice of Meetings
            D.       Proxies
            E.       Quorum -- Adjournment
            F.       Financial Reports
            G.       Notice of Shareholder Nominees
            H.       Approval and Ratification of Acts of Board of
                     Directors and of Officers
            I.       Certificates for Shares of Stock
 
ARTICLE II  BOARD OF DIRECTORS
 
Section     A.       Powers of the Board
            B.       Number of Directors
            C.       Term of Office, Removal and Vacancies
            D.       Meetings of the Board
            E.       Action Without a Meeting
            F.       Committees
            G.       Compensation
            H.       Fiscal Year
            I.       Retirement of Directors
 
ARTICLE III OFFICERS
 
Section     A.       Designation, Election and Term of Office
            B.       Chairman of the Board
            C.       President
            D.       Vice Presidents
            E.       Secretary
            F.       Treasurer
            G.       Other Officers
            H.       Compensation -- Officers and Employees
 
ARTICLE IV  MISCELLANEOUS
 
Section     A.       Seal
            B.       Indemnification of Directors and Officers
            C.       Amendments
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                              AMENDED AND RESTATED
                               CODE OF REGULATIONS
                                       OF
                                HUFFY CORPORATION
 
                            ARTICLE I -- SHAREHOLDERS
 
SECTION A.  ANNUAL MEETING
 
         1.       The annual meeting of the shareholders of the Corporation for
                  the election of directors and the transaction of such other
                  business as may be specified in the notice shall be held
                  within 120 days following the close of the Corporation's
                  Fiscal Year.
 
         2.       The date, hour, place and city, either within or without the
                  State of Ohio, will be designated by the Board of Directors
                  and will be set forth in the notice of the meeting.
 
         3.       Either the Chairman, Vice Chairman or President shall preside
                  at all meetings of the shareholders, depending on individual
                  availability in that order.
 
SECTION B.  SPECIAL MEETINGS
 
         1.       Special meetings of the shareholders may be called by:
 
                  a.       The Chairman of the Board, or
 
                  b.       The President, or
 
                  c.       The Vice President authorized to exercise the
                           authority of the President, in case of the latter's
                           absence, death, or disability, or
 
                  d.       The Board of Directors acting at a meeting, or
 
                  e.       Not less than 50% of the Directors acting without a
                           meeting, or
 
                  f.       The shareholders holding of record 50% or more of all
                           the shares outstanding and entitled to vote thereat.
 
         2.       Any such request for a special meeting of shareholders shall
                  state the purpose or purposes of the meeting.
 
         3.       Upon request in writing delivered either in person or by
                  registered mail to the President or the Secretary by any
                  person or persons entitled to call a meeting of shareholders,
                  such officer shall forthwith cause to be given to the
                  shareholders entitled thereto notice of a meeting to be held
                  on a date not more than sixty days nor less than ten days
                  after the receipt of such request, as such officer may fix.
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         4.       Special meetings of the shareholders may be held at such time
                  and place, either within or without the State of Ohio, as may
                  be designated in the notice thereof.
 
SECTION C.  NOTICE OF MEETINGS
 
         1.       Unless waived as provided by law, a written or printed notice
                  of each annual or special meeting stating the time and place
                  and the purpose or purposes thereof shall be directed to each
                  shareholder of record entitled to vote thereat.
 
         2.       Such notice shall be given by personal delivery or shall be
                  mailed postage prepaid not more than sixty days nor less than
                  ten days before any meeting. It shall be addressed to the
                  shareholder at his or her address as it appears upon the
                  records of the Corporation.
 
         3.       Notice of adjournment of a meeting need not be given if the
                  time and place to which it is adjourned are fixed and
                  announced at such meeting.
 
SECTION D.  PROXIES
 
         1.       Persons entitled to vote, share or to act with respect to
                  shares at a meeting of shareholders may be represented and
                  vote or act thereat by proxy appointed through an instrument
                  in writing and submitted to the Secretary at or before any
                  shareholders' meeting.
 
         2.       The person appointed as proxy need not be a shareholder.
 
         3.       Notice to the Corporation, in writing or in open meeting, by
                  the person having appointed a proxy, of the revocation of the
                  appointment of a proxy shall not affect any vote or act
                  previously taken or authorized at a meeting.
 
         4.       The electronic and telephonic soliciation, delivery and
                  appointment of proxies is permitted in accordance with and to
                  the extent permitted under Ohio law.
 
SECTION E.  QUORUM -- ADJOURNMENT
 
         1.       The holders of record of shares entitled to exercise not less
                  than fifty percent (50%) of the voting power of the
                  Corporation present in person or by proxy at any meeting of
                  shareholders shall constitute a quorum.
 
         2.       The holders of a majority of the voting shares present in
                  person or by proxy at any meeting of shareholders, whether or
                  not a quorum is present, may adjourn such meeting from time to
                  time.
 
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SECTION F.  FINANCIAL REPORTS
 
         1.       The financial statement shall be presented at annual
                  shareholders' meetings or to individual shareholders, as
                  required by law.
 
         2.       The financial statement shall have appended thereto a
                  certificate, as required by law.
 
SECTION G.  NOTICE OF SHAREHOLDER NOMINEES
 
         1.       Nominations of persons for election to the Board of Directors
                  of the Corporation may be made at a meeting of shareholders by
                  or at the direction of the Board of Directors or by any
                  shareholder of the Corporation entitled to vote for the
                  election of Directors at the meeting who complies with the
                  notice procedures set forth in this Section. Such nominations,
                  other than those made by or at the direction of the Board of
                  Directors, shall be made pursuant to timely notice in writing
                  to the Secretary of the Corporation. To be timely, a
                  shareholder's notice shall be delivered to or mailed and
                  received at the principal executive offices of the Corporation
                  not less than fifty (50) days nor more than ninety (90) days
                  prior to the meeting; provided, however, that in the event
                  that less than sixty (60) days' notice or prior public
                  disclosure of the date of the meeting is given or made to
                  shareholders, notice by the shareholder to be timely must be
                  so received not later than the close of business on the tenth
                  (10th) day following the day on which such notice of the date
                  of the meeting was mailed or such public disclosure was made.
                  Such shareholder's notice shall set forth (a) as to each
                  person whom the shareholder proposes to nominate for election
                  or re-election as a Director, (i) the name, age, business
                  address and residence address of such person, (ii) the
                  principal occupation or employment of such person, (iii) the
                  class and number of shares of the Corporation which are
                  beneficially owned by such person and (iv) any other
                  information relating to such person that is required to be
                  disclosed in solicitations of proxies for election of
                  Directors, or is otherwise required, in each case pursuant to
                  Regulation 14A under the Securities Exchange Act of 1934, as
                  amended (including without limitation such person's written
                  consent to serving as a Director if elected); and (b) as to
                  the shareholder giving notice (i) the name and address, as
                  they appear on the Corporation's books, of such shareholder
                  and (ii) the class and number of shares of the Corporation
                  which are beneficially owned by such shareholder. At the
                  request of the Board of Directors any person nominated by the
                  Board of Directors for election as a Director shall furnish to
                  the Secretary of the Corporation that information required to
                  be set forth in a shareholder's notice of nomination which
                  pertains to the nominee. No person shall be eligible for
                  election as a Director of the Corporation unless nominated in
                  accordance with the procedures set forth in this Section. The
                  Chairman of the meeting shall, if the facts warrant, determine
                  and declare to the meeting that a nomination was not made in
                  accordance with the procedures prescribed in this Section, and
                  if he or she should so determine, he or she shall so declare
                  to the meeting and the defective nomination shall be
                  disregarded.
 
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SECTION H.  APPROVAL AND RATIFICATION OF ACTS OF BOARD OF DIRECTORS AND OF
            OFFICERS
 
         1.       Except as otherwise provided by law, any contract, act, or
                  transaction, prospective or past, of the Corporation, or of
                  the Board of Directors, or of the Officers may be approved or
                  ratified by the affirmative vote at a meeting of the
                  shareholders, or by the written consent, with or without a
                  meeting, of the holders of record of shares entitling them to
                  exercise a majority of the voting power of the Corporation,
                  and such approval or ratification shall be as valid and
                  binding as though affirmatively voted for or consented to by
                  every shareholder of the Corporation.
 
SECTION I.  CERTIFICATES FOR SHARES OF STOCK
 
         1.       The interest of each shareholder of the Corporation shall be
                  evidenced by a certificate or certificates for shares in such
                  form as the Board of Directors may from time to time
                  prescribe.
 
         2.       Each certificate shall bear:
 
                  a.       A distinguishing number, and
 
                  b.       The signature of the President and Secretary, and
 
                  c.       The seal of the Corporation, and
 
                  d.       Such recitals as may be required by law.
 
         3.       The certificates shall be issued in numerical order and a
                  record kept for that purpose as required by law.
 
         4.       Shares of the Corporation shall be transferable on the books
                  of the Corporation by the holder thereof in person or by his
                  or her attorney, upon surrender for cancellation of a
                  certificate or certificates for the same number of shares,
                  with an assignment and power of transfer endorsed thereon or
                  attached thereto, duly executed, and with such proof of the
                  authenticity of the signature as the Corporation or its agent
                  may reasonably require.
 
         5.       The Corporation may issue a new certificate for shares in
                  place of any certificate theretofore issued by it and alleged
                  to have been lost, stolen, or destroyed, and the Board of
                  Directors may, in its discretion require the owner, or his or
                  her legal representatives, to give the Corporation a bond
                  containing such terms as the Board of Directors may require to
                  protect the Corporation or any person injured by the execution
                  and delivery of a new certificate.
 
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         6.       Upon the taking of a record date of shareholders for the
                  purposes of declaring dividends, for the purposes of
                  determining those shareholders entitled to vote at any meeting
                  or for any other purposes, the stock transfer books of the
                  Corporation shall not be closed, but shall remain open for the
                  purposes of recording the issuing, transfer or other
                  transactions in connection with the stock of the Corporation.
 
                        ARTICLE II -- BOARD OF DIRECTORS
 
SECTION A.  POWERS OF THE BOARD
 
         1.       Except as otherwise provided by law, all the capacity of the
                  Corporation shall be vested in and all its authority shall be
                  exercised by the Board of Directors.
 
SECTION B.  NUMBER OF DIRECTORS
 
         1.       There shall be such number of Directors, not less than four
                  nor more than fourteen as may be fixed or changed from time to
                  time (a) by the shareholders at a meeting called for such
                  purpose at which a quorum is present, by the affirmative votes
                  of the holders of a majority of the shares which are present,
                  in person or by proxy, at the meeting and entitled to vote on
                  such proposal or (b) by the Directors at a meeting at which a
                  quorum is present, by the affirmative vote of a majority of
                  the Directors which are present at the meeting, or by action
                  taken without a meeting in a writing or writings signed by all
                  of the Directors. No reduction in the number of Directors
                  shall of itself have the effect of shortening the term of any
                  incumbent Director.
 
SECTION C.  TERM OF OFFICE, REMOVAL AND VACANCIES
 
         1.       A Director's term of office shall be three (3) years, except
                  that, in order to provide for rotation of members, initially
                  or whenever necessary a Director may be elected for a shorter
                  term. The Board of Directors shall be divided into classes as
                  follows: (i) if the Board of Directors has at least nine
                  authorized members, then it shall be divided into three
                  classes of not less than three Directors each, with the term
                  of office of one class expiring each year, (ii) if the Board
                  of Directors has at least six authorized members but less than
                  nine authorized members, then it shall be divided into two
                  classes of not less than three Directors each, with the term
                  of office of each class expiring as determined by the Board of
                  Directors, or (iii) if the Board of Directors has less than
                  six authorized members, then it shall be divided into classes
                  to the extent permitted by law. A Director shall hold office
                  until the annual shareholders' meeting next succeeding the
                  termination of the term for which he or she was elected and
                  until his or her successor is elected and qualified.
 
         2.       A vacancy or vacancies (including without limitation any
                  vacancy or vacancies created by action of the Directors
                  increasing the number of Directors) may be filled by a
                  majority vote of the remaining Directors for that period of
                  time to the next
 
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<PAGE>   8
                  shareholders' meeting at which meeting the shareholders will
                  elect a Director to fill the unexpired portion of any term of
                  office.
 
SECTION D.  MEETINGS OF THE BOARD
 
         1.       The regular meetings of the Board of Directors shall be held
                  immediately after the annual meeting of the shareholders and
                  at such other times as may be fixed by the Board of Directors,
                  and such meetings may be held without further notice.
 
         2.       Special meetings of the Board of Directors may be held at any
                  time upon call of:
 
                  a.       The Chairman of the Board, or
 
                  b.       The President, or
 
                  c.       The Vice-President authorized to exercise the
                           authority of the President in case of latter's
                           absence, death or disability, or
 
                  d.       Two of the duly elected or appointed and qualified
                           Directors.
 
Notice of the time and place of special meetings shall be served upon or
telephoned to each Director at least twenty-four hours, or mailed or faxed to
each Director at his or her address as shown by the books of the Corporation at
least forty-eight hours, prior to the time of the meeting, which notice need not
specify the purposes of the meeting. Such notice may be waived as provided by
law.
 
         3.       Meetings of the Board of Directors, whether regular or
                  special, may be held at any place either within or without the
                  State of Ohio.
 
         4.       Not less than 50% of the duly elected or appointed and
                  qualified Directors of the Corporation shall constitute a
                  quorum for the transaction of business. The act of a majority
                  of Directors present at a meeting, at which a quorum is
                  present shall be the act of Directors.
 
         5.       The majority of the Directors present at any meeting, whether
                  or not a quorum is present, may adjourn the meeting from time
                  to time without notice other than announcement at the meeting,
                  until a quorum shall attend.
 
SECTION E.  ACTION WITHOUT A MEETING
 
         1.       Any action which may be authorized or taken at a meeting of
                  the Board of Directors may be authorized or taken without a
                  meeting in a writing or writings signed by all of the
                  Directors, which writing or writings shall be filed with or
                  entered upon the records of the Corporation.
 
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SECTION F.  COMMITTEES
 
         1.       The Board of Directors may from time to time appoint three or
                  more Directors to constitute an Executive Committee and one or
                  more other committees of Directors. The resolution
                  establishing each such committee shall specify a designation
                  by which it shall be known and shall fix its powers and
                  authority. The Board of Directors may delegate to any such
                  committee any of the authority of the Board of Directors,
                  however, conferred, other than that of filling vacancies among
                  the Directors or in any committee of the Directors.
 
         2.       The Board of Directors may likewise appoint one or more
                  Directors as alternate members of any such committee, who may
                  take the place of any absent member or members at any meeting
                  of such committee.
 
         3.       Each such committee shall serve at the pleasure of the Board
                  of Directors, shall act only at the intervals between meetings
                  of the Board of Directors, and shall be subject to the control
                  and direction of the Board of Directors.
 
         4.       An act or authorization of an act by any such committee within
                  the authority delegated to it by the resolution establishing
                  it shall be effective for all purposes as the act or
                  authorization of the Board of Directors.
 
         5.       In every case the affirmative vote of a majority in meeting or
                  the consent in writing of all the members of any such
                  committee shall be necessary for the approval of any action.
 
         6.       Each committee shall keep written records of all meetings and
                  actions.
 
SECTION G.  COMPENSATION
 
         1.       The Board of Directors is empowered to fix the amount of and
                  authorize the payment of compensation to the Directors and of
                  the Executive Committee and other committees for services
                  rendered to the Corporation and of reimbursement for traveling
                  expenses incurred in attending meetings.
 
SECTION H.  FISCAL YEAR
 
         1.       The fiscal year of the Corporation shall end on the last day
                  of December in each year, or on such other day as may be fixed
                  from time to time by the Board of Directors.
 
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SECTION I.  RETIREMENT OF DIRECTORS
 
         1.       Non-Employee Directors
 
                  a.       A non-employee Director who reaches the age of
                           seventy (70) years during his or her term of office
                           as a Director, shall retire from the board, effective
                           the next quarterly Directors' meeting following the
                           date on which he or she attained the age of seventy
                           (70) years. Thereafter such Director shall, during
                           his or her lifetime, have the title of Director
                           Emeritus.
 
         2.       Employee Directors
 
                  a.       A Director, other than the President or Chairman of
                           the Board, who is an employee of the Corporation
                           shall retire as a Director as of the date he or she
                           terminates his or her active employment with the
                           Corporation and shall thereafter, during his or her
                           lifetime, have the title of Director Emeritus.
 
                  b.       A Director who has served the Corporation as
                           President and/or Chairman of the Board at the time of
                           his or her retirement from active employment shall
                           not be nominated for a term of office as Director,
                           the election for which would be held after he or she
                           has attained the age of seventy (70). A Director who
                           is not re-nominated for office by virtue of this
                           covenant shall thereafter, during his or her
                           lifetime, have the title of Director Emeritus.
 
         3.       If the Board of Directors shall be confronted with an unusual
                  situation that to it seems to require relaxation of any of the
                  foregoing rules, the Board of Directors shall have power, by
                  resolution, to establish or re-establish the retirement age,
                  or otherwise waive the age limitation of any Director or
                  former Director, so as to qualify him or her to serve longer,
                  or again, as a Director.
 
                             ARTICLE III -- OFFICERS
 
SECTION A.  DESIGNATION, ELECTION AND TERM OF OFFICE
 
         1.       The Corporation may have a Chairman of the Board, and shall
                  have a President, one or more Vice Presidents, a Secretary, a
                  Treasurer, and such other officers as the Board of Directors
                  may from time to time determine.
 
         2.       The Chairman of the Board and the President shall be
                  Directors, but no one of the other officers need be a
                  Director.
 
         3.       Any two or more offices may be held by one person. However, no
                  officer shall execute, acknowledge, or verify any instrument
                  in more than one capacity if such instrument is required by
                  law or by these regulations to be executed, acknowledged, or
                  verified by two or more officers.
 
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         4.       If there be more than one Vice President, the Board of
                  Directors may designate their seniority through the method it
                  selects and/or the particular department or function of the
                  Corporation over which they shall have charge.
 
         5.       All officers of the Corporation shall be elected by the Board
                  of Directors.
 
         6.       Each officer shall hold office until his or her successor is
                  chosen and qualified, unless otherwise specified by the Board
                  of Directors.
 
         7.       The Board of Directors may fill any vacancy in any office
                  occurring from whatever reason.
 
SECTION B.  CHAIRMAN OF THE BOARD
 
         1.       The Chairman of the Board shall preside at all meetings of the
                  Board of Directors and shall have such other authority and
                  duties as may be delegated by the Board of Directors.
 
SECTION C.  PRESIDENT
 
         1.       The President shall preside at all meetings of Board of
                  Directors, except for meetings of the Board of Directors at
                  which the Chairman of the Board presides in accordance with
                  the preceding Section.
 
         2.       Subject to the direction of the Board of Directors, the
                  President shall have the general executive supervision over
                  the property, business, and affairs of the Corporation.
 
         3.       The President shall have such other duties and powers as may
                  be assigned to or invested in him or her by the Board of
                  Directors.
 
SECTION D.  VICE PRESIDENTS
 
         1.       The Vice Presidents, in the order of their seniority by
                  designation shall perform the duties of the President in his
                  or her absence or during his or her disability to act. The
                  Vice Presidents shall have such other duties and powers as may
                  be assigned to or invested in them by the Board of Directors
                  or by the President.
 
SECTION E.  SECRETARY
 
         1.       The Secretary shall issue notices of all meetings for which
                  notices require to be given, shall keep the minutes of the
                  meetings, shall have charge of the corporate seal and
                  corporate record books and shall have other duties and powers
                  as may be assigned to or invested in him or her by the Board
                  of Directors or by the President.
 
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SECTION F.  TREASURER
 
         1.       The Treasurer shall have charge of all moneys and securities
                  of the Corporation.
 
         2.       The Treasurer shall cause to be kept adequate and correct
                  account of the Corporation's business transactions and shall
                  have general charge and supervision of financial reports.
 
         3.       The Treasurer shall have such other duties and powers as may
                  be assigned to or invested in him or her by the Board of
                  Directors or by the President.
 
SECTION G.  OTHER OFFICERS
 
         1.       Other officers of the Corporation shall have such duties and
                  powers as may be assigned to or invested in them by the Board
                  of Directors or by the President.
 
SECTION H.  COMPENSATION -- OFFICERS AND EMPLOYEES
 
         1.       The compensation of officers and employees of the Corporation,
                  or the method of fixing such compensation, shall be determined
                  by or pursuant to authority conferred by the Board of
                  Directors or any committee of the Board of Directors.
 
         2.       Such compensation may include retirement, disability, and
                  death benefits, and may be by way of fixed salary, or on the
                  basis of earnings of the Corporation, or any combination
                  thereof, or otherwise, as may be determined or authorized from
                  time to time by the Board of Directors or any committee of the
                  Board of Directors.
 
                           ARTICLE IV -- MISCELLANEOUS
 
SECTION A.  SEAL
 
         1.       The seal of the Corporation shall be circular with the words
                  "HUFFY CORPORATION" and "DAYTON, O." surrounding the word
                  "SEAL" .
 
SECTION B.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
         1.       The Corporation shall, and hereby agrees to, indemnify any
                  person who served or serves as a director, officer, employee
                  or agent of the Corporation, or who served or serves at the
                  request of the Corporation as a director, trustee, officer,
                  employee or agent of another Corporation, domestic or foreign,
                  non-profit or for profit, partnership, joint venture, trust,
                  or other enterprise, against any and all losses, liabilities,
                  damages, and expenses, including attorney's fees, judgments,
                  fines, Employee Retirement Income Security Act excise taxes or
                  penalties and amounts paid in settlement, incurred by such
                  person, in connection with any claim, action, suit, or
                  proceeding, including any action or suit by or in the right of
                  the Corporation
 
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                  (whether threatened, pending or completed and whether civil,
                  criminal, administrative, or investigative, including
                  appeals), by reason of any act or omission to act as such
                  director, trustee, officer, employee or agent, to the full
                  extent permitted by Ohio law including, without limitation,
                  the provisions of Section 1701.13 of the Ohio Revised Code, as
                  the same exists or may hereafter be amended (but, in the case
                  of any such amendment, only to the extent that such amendment
                  permits the Corporation to provide broader indemnification
                  rights than said law permitted the Corporation to provide
                  prior to such amendment).
 
                  Further, unless at the time of a Director's act or omission to
                  act that is the subject of an action, suit, or proceeding
                  referred to in this Section B of Article IV, the Articles of
                  Incorporation or the Code of Regulations of this Corporation
                  state by specific reference to Section 1701.13(E)(5)(a) of the
                  Ohio Revised Code that the provisions of Section
                  1701.13(E)(5)(a) do not apply to the Corporation, and unless
                  the only liability asserted against a Director in an action,
                  suit or proceeding referred to in this Section B of Article IV
                  is pursuant to Section 1701.95 of the Ohio Revised Code, then
                  all expenses, including attorney's fees, incurred by a
                  Director in defending the action, suit or proceeding shall be
                  paid by the Corporation as they are incurred, in advance of
                  the final disposition of the action, suit, or proceeding upon
                  receipt of an undertaking by or on behalf of the Director in
                  which he or she agrees to do both of the following:
 
                  a.       Repay such amount if it is proved by clear and
                           convincing evidence in a court of competent
                           jurisdiction that his or her action or failure to act
                           involved an act or omission undertaken with
                           deliberate intent to cause injury to the Corporation
                           or undertaken with reckless disregard for the best
                           interests of the Corporation;
 
                  b.       Reasonably cooperate with the Corporation concerning
                           the action, suit, or proceeding.
 
         The indemnification authorized by this Article IV shall not be
exclusive of, and shall be in addition to, any other rights granted to any
person seeking indemnification under the Articles of Incorporation, this Code of
Regulations or any agreement, vote of shareholders or disinterested Directors,
or otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.
 
         The Corporation may purchase and maintain insurance, or furnish similar
protection, including but not limited to trust funds, letters of credit or self
insurance, on behalf of or for any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, non-profit or for profit, partnership, joint
venture, trust, or other enterprise, against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the
 
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power to indemnify him or her against such liability under Ohio law. Insurance
may be purchased from or maintained with a person in which the Corporation has a
financial interest.
 
SECTION C.  AMENDMENTS
 
         1.       This Code of Regulations may be amended or repealed only by
                  the affirmative vote of the holders of shares entitling them
                  to exercise two-thirds of the voting power of the Corporation,
                  at a meeting of the shareholders held for such purpose, or
                  without a meeting by the unanimous written consent of all of
                  the shareholders of the Corporation.