Amended Bylaws

 

 

                                       of

 

 

                                  IDACORP, Inc.

 

 

 

 

                                  Boise, Idaho

 

                                November 15, 2007

 

 

 

                                    Article I

 

 

                                     Office

 

            Section 1.1.  Principal  Office.  The Company  shall  maintain its

principal office in Boise, Idaho.

 

            Section  1.2.  Registered  Office.  The Company  shall  maintain a

registered  office in the State of Idaho,  as required  by the Idaho  Business

Corporation Act (the "Act").

 

                                   Article II

 

                                  Shareholders

 

            Section 2.1. Annual Meeting of Shareholders. An annual meeting of

the shareholders shall be held on the first Wednesday of May or such other time

as may be designated by the Board of Directors.

 

            Section 2.2. Special Meetings. A special meeting of the shareholders

may be called at any time by the President, a majority of the Board of Directors

or the Chairman of the Board. A special meeting of the shareholders also may be

called by the holders of not less than twenty percent (20%) of all the shares

entitled to vote on any issue proposed to be considered at the proposed special

meeting if such holders sign, date and deliver to the Secretary of the Company

one (1) or more written demands for the meeting describing the purpose or

purposes for which it is to be held. Upon receipt of one (1) or more written

demands for such proposed special meeting by the holders of not less than twenty

percent (20%) of all the shares entitled to vote on any issue proposed to be

considered at the proposed special meeting, the Secretary of the Company shall

be responsible for determining whether such demand or demands conform to the

requirements of the Act, the Restated Articles of Incorporation and these

Bylaws. After making an affirmative determination, the Secretary shall prepare,

sign and deliver the notices required for such meeting. The shareholders' demand

may suggest a time and place for the meeting but the Board of Directors shall,

by resolution, determine the time and place of any such meeting.

 

            Section 2.3. Place of Meetings. All meetings of the shareholders

shall be held at the Company's principal office or at such other place as shall

be designated in the notice of such meetings.

 

            Section 2.4. Notice of Shareholders' Meeting. Written notice of the

time and place of a meeting of the shareholders shall be mailed to each

shareholder entitled to receive notice under the Act: (a) not less than 10 days

nor more than 60 days prior to the date of an annual or special meeting of the

shareholders; or (b) if applicable, within 30 days after the date on which a

shareholder demand satisfying the requirements of Section 2.2 is delivered to

the Secretary of the Company. Every notice of an annual or special meeting of

shareholders shall be deemed duly served when the notice is deposited in the

United States mail or with a private overnight courier service, with postage

prepaid and addressed to the shareholder at the shareholder's address as it

appears on the Company's records or if a shareholder shall have filed

 

 

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with the Secretary of the Company a written request that the notice be sent to

some other address, then to such other address. If an annual or special

shareholders' meeting is adjourned to a different date, time or place, notice

need not be given of the new date, time or place if such new date, time or place

is announced at the meeting before adjournment. In any event, if a new record

date for the adjourned meeting is or must be determined, notice of the adjourned

meeting shall be given to persons who are shareholders as of the new record

date.

 

            Section 2.5. Waiver of Notice. Any shareholder may waive any

required notice of the time, place and purpose of any meeting of the

shareholders by telegram, telecopy, confirmed facsimile or other writing, either

before or after such meeting has been held. Such waiver must be signed by the

shareholder entitled to the notice and be delivered to the Company for inclusion

in the minutes or filing with the corporate records. The attendance of any

shareholder at any shareholders' meeting shall constitute a waiver of: (a) any

objection to lack of notice or defective notice of the meeting, unless the

shareholder at the beginning of the meeting objects to holding the meeting or

transacting business at the meeting; and (b) any objection to consideration of a

particular matter at the meeting that is not within the purpose or purposes

described in the meeting notice, unless the shareholder objects to considering

the matter when it is presented.

 

            Section 2.6. Quorum of Shareholders. Unless the Restated Articles of

Incorporation or the Act provide otherwise, a majority of the outstanding shares

entitled to vote on a particular matter at a meeting shall constitute a quorum

for purposes of action on that matter at the meeting. A share may be represented

at a meeting by the record holder thereof in person or by proxy. Once a share is

represented for any purpose at a meeting, it is deemed present for quorum

purposes for the remainder of the meeting and for any adjournment of that

meeting unless a new record date is or must be set for that adjourned meeting.

Whether or not a quorum is present, the meeting may be adjourned by a majority

vote of the shareholders present or represented. At any adjourned meeting where

a quorum is present, any business may be transacted that could have been

transacted at the meeting originally called.

 

            Section 2.7. Record Date for Determination of Shareholders. The

Board of Directors shall establish a record date for determining shareholders

entitled to notice of a shareholders' meeting, to vote or to take any other

action, which date shall not be more than 70 days before the meeting or action

requiring a determination of shareholders. A determination of shareholders is

effective for any adjournment of the meeting, unless a new record date is or

must be set.

 

            Section 2.8. Shareholders' List for Meeting. The officer or agent in

charge of the stock transfer books for shares of the Company shall prepare an

alphabetical list of the names of all shareholders who are entitled to notice of

a shareholders' meeting. The list shall be arranged by voting group, and within

each voting group by class or series of shares, and show the address of and

number of shares held by each shareholder. The list shall be made available for

inspection by any shareholder, at least 10 days before the meeting for which the

list was prepared and continuing through the meeting, at the Company's principal

office or at a place identified in the meeting notice in the city where the

meeting will be held. The Company also shall make the list available at the

shareholders' meeting, and any shareholder is entitled to inspect the list at

any time during the meeting or any adjournment.

 

 

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            Section 2.9.  Transaction of Business at Shareholders' Meetings.

 

            2.9.1 Transaction of Business at Annual Meeting. Business transacted

at an annual meeting of shareholders may include all such business as may

properly come before the meeting. Nominations of persons for election to the

Board of Directors and the proposal of business to be considered by the

shareholders may be made at an annual meeting of shareholders: (a) pursuant to

the Company's notice of meeting; (b) by or at the direction of the Board of

Directors; or (c) by any shareholder who is a shareholder of record at the time

of giving of notice of the meeting, who is entitled to vote at the meeting and

who complies with the notice procedures set forth in this Section 2.9.1.

 

            For nominations or other business to be properly brought before an

annual meeting by a shareholder, the shareholder must have given timely notice

thereof in writing to the Secretary of the Company and such other business must

otherwise be a proper matter for shareholder action. To be timely, a

shareholder's notice shall be delivered to the Secretary at the principal

executive offices of the Company not later than the close of business on the

120th day prior to the first anniversary of the date on which the Company first

mailed its proxy materials for the preceding year's annual meeting; provided,

however, that in the event that the date of the annual meeting is more than 30

days before or after the anniversary date of the preceding year's annual

meeting, notice by the shareholder to be timely must be so delivered no later

than the close of business on the 10th day following the day on which the public

announcement of the date of such meeting is first made by the Company. In no

event shall the public announcement of an adjournment of an annual meeting

commence a new time period for the giving of a shareholder's notice as described

above. Such shareholder's notice shall set forth: (a) as to each person whom the

shareholder proposes to nominate for election or reelection as a director all

information relating to such person that is required to be disclosed in

solicitations of proxies for election of directors pursuant to Regulation 14A

under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and

the rules thereunder (including such person's written consent to being named in

the proxy statement as a nominee and to serving as a director if elected); (b)

as to any other business that the shareholder proposes to bring before the

meeting, a brief description of the business desired to be brought before the

meeting, the reasons for conducting such business at the meeting and any

material interest in such business of such shareholder and the beneficial owner,

if any, on whose behalf the proposal is made; and (c) as to the shareholder

giving the notice and the beneficial owner, if any, on whose behalf the

nomination or proposal is made (i) the name and address of such shareholder, as

they appear on the Company's books, and of such beneficial owner and (ii) the

class and number of shares of the Company which are owned beneficially and of

record by such shareholder and such beneficial owner.

 

            2.9.2 Transaction of Business at Special Meeting. Business

transacted at a special meeting of the shareholders shall be limited to the

purposes set forth in the notice of the special meeting. Nominations of persons

for election to the Board of Directors may be made at a special meeting of

shareholders at which directors are to be elected pursuant to the Company's

notice of meeting: (a) by or at the direction of the Board of Directors; or

(b) provided that the Board of Directors has determined that the directors shall

be elected at such meeting, by any shareholder of the Company who is a

shareholder of record at the time of giving of notice of the meeting,

 

 

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who is entitled to vote at the meeting and who complies with the notice

procedures set forth in this Section 2.9.2.

 

            In the event the Company calls a special meeting of shareholders for

the purpose of electing one or more directors to the Board of Directors, any

such shareholder may nominate a person or persons, as the case may be, for

election to such position or positions as specified in the Company's notice of

meeting, if the shareholder's notice required by this Section 2.9.2 shall be

delivered to the Secretary at the principal executive offices of the Company not

later than the close of business on the 10th day following the day on which

public announcement is first made of the date of the special meeting and of the

nominees proposed by the Board of Directors to be elected at such meeting. In no

event shall the public announcement of an adjournment of a special meeting

commence a new time period for the giving of a shareholder's notice as described

above. Such shareholder's notice shall set forth: (a) as to each person whom the

shareholder proposes to nominate for election or reelection as director all

information relating to such person that is required to be disclosed in

solicitations of proxies for election of directors pursuant to Regulation 14A

under the Exchange Act and the rules thereunder (including such person's written

consent to being named in the proxy statement as a nominee and to serving as a

director if elected); and (b) as to the shareholder giving the notice and the

beneficial owner, if any, on whose behalf the nomination is made, (i) the name

and address of such shareholder, as they appear on the Company's books, and of

such beneficial owner and (ii) the class and number of shares of the Company

which are owned beneficially and of record by such shareholder and such

beneficial owner.

 

            2.9.3 General. Only such persons who are nominated in accordance

with the procedures set forth in this Section 2.9 shall be eligible to serve as

directors and only such business shall be conducted at a meeting of shareholders

as shall have been brought before the meeting in accordance with the procedures

set forth in this Section 2.9. The chairman of the meeting shall have the power

and duty to determine whether a nomination or any business proposed to be

brought before the meeting was made or proposed, as the case may be, in

accordance with the procedures set forth in this Section 2.9 and, if any

proposed nomination or business is not in compliance with this Section 2.9, to

declare that such defective proposal or nomination shall be disregarded, unless

otherwise provided by any applicable law.

 

            For purposes of this Section 2.9, "public announcement" shall mean

disclosure in a press release reported by the Dow Jones News Service, Associated

Press or comparable national news service or in a document publicly filed by the

Company with the Securities and Exchange Commission pursuant to Section 13, 14

or 15(d) of the Exchange Act.

 

            Notwithstanding the foregoing provisions of this Section 2.9, a

shareholder shall also comply with all applicable requirements of the Exchange

Act and the rules and regulations thereunder with respect to the matters set

forth in this Section 2.9. Nothing in this Section 2.9 shall be deemed to affect

any rights of: (a) the shareholders to request inclusion of proposals in the

Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act; or (b)

the holders of any series of Preferred Stock to elect directors under specified

circumstances.

 

 

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            Section 2.10. Action by Written Consent. Any action required or

permitted by the Act to be taken at an annual or special meeting of shareholders

may be taken without a meeting, without prior notice, and without a vote, if

consents in writing, setting forth the action so taken, are signed by the

holders of all of the outstanding shares of stock entitled to vote on the

matter.

 

            Section 2.11. Presiding Officer. The Chairman of the Board shall act

as chairman of all meetings of the shareholders. In the absence of the Chairman

of the Board, the President, or in his absence, any Vice President designated by

the Board of Directors shall act as the chairman of the meeting.

 

            Section 2.12. Procedure. At each meeting of shareholders, the

chairman of the meeting shall fix and announce the date and time of the opening

and the closing of the polls for each matter upon which the shareholders will

vote at the meeting and shall determine the order of business and all other

matters of procedure. Except to the extent inconsistent with any such rules and

regulations as adopted by the Board of Directors, the chairman of the meeting

may establish rules, which need not be in writing, to maintain order and safety

and for the conduct of the meeting. Without limiting the foregoing, the chairman

of the meeting may: (a) determine and declare to the meeting that any business

is not properly before the meeting and therefore shall not be considered; (b)

restrict attendance at any time to bona fide shareholders of record and their

proxies and other persons in attendance at the invitation of the chairman of the

meeting; (c) restrict dissemination of solicitation materials and use of audio

or visual recording devices at the meeting; (d) adjourn the meeting without a

vote of the shareholders, whether or not there is a quorum present; and (e) make

rules governing speeches and debate, including time limits and access to

microphones.

 

            The chairman of the meeting acts in his absolute discretion and his

rulings are not subject to appeal.

 

                                   Article III

 

                               Board of Directors

 

            Section  3.1.  Authority.  The Board of  Directors  shall have the

ultimate  authority over the conduct and management of the business affairs of

the Company.

 

            Section 3.2. Number. The number of directors of the Company shall be

not less than nine (9) nor more than 15, as determined from time to time by the

vote of a majority of the Board of Directors. Unless otherwise provided by the

Act, the number of directors may be increased or decreased, beyond the limits

set forth above, only by an amendment to these Bylaws. To the extent permitted

by the Act, any newly created or eliminated directorships resulting from such

increase or decrease shall be apportioned by the Board of Directors among the

then existing classes of directors so as to maintain such classes as nearly

equal in number as possible. No change in the number of directors shall shorten

the term of any director then in office.

 

 

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            Section 3.3. Term. Each director shall hold office from the date of

his or her election and qualification until his or her successor shall have been

duly elected and qualified or until his or her earlier removal, resignation,

death or incapacity.

 

            Section 3.4. Eligibility for Elections and Retirement. No person who

will be 72 years of age or more on or before an annual meeting shall be

nominated to the Board of Directors, and any director who reaches the age of 72

shall be automatically retired from the Board of Directors immediately prior to

the first annual meeting of shareholders that follows attainment of age 72.

 

            Section 3.5. Regular Meetings of the Board. Regular meetings of the

Board of Directors may be held at times and places agreed on by a majority of

the directors at any meeting of the Board of Directors, and such regular

meetings may be held at such times and places without any further notice of the

date, time, place or purposes of such regular meetings.

 

            Section 3.6. Special Meetings of the Board. Special meetings of the

Board of Directors may be called: (a) by, or at the request of, the Chairman of

the Board; or (b) by the Secretary of the Company at the written request of a

majority of the directors then in office. Special meetings of the Board of

Directors may be called on not less than 12 hours notice to each director, given

orally or in writing, either personally, by telephone (including by message or

by recording device), by facsimile transmission, by telegram or by telex, or on

not less than three (3) calendar days' notice to each director given by mail.

Notice of the special meeting of the Board of Directors shall specify the date,

time and place of the meeting. Actions taken at any such meeting shall not be

invalidated because of lack of notice if notice is waived as provided in Section

3.7.

 

            Section 3.7. Waiver of Notice. A director may waive any required

notice before or after the date and time stated in the notice by written waiver

signed by the director entitled to the notice and filed with the minutes or

corporate records. In addition, a director's attendance at or participation in a

meeting waives any required notice to the director of the meeting unless the

director at the beginning of the meeting, or promptly upon the director's

arrival, objects to holding the meeting or transacting business at the meeting

and does not thereafter vote for or assent to action taken at the meeting.

 

            Section 3.8. Participation by Telecommunication. Any director may

participate in any meeting of the Board of Directors through the use of any

means of communication by which all directors participating in the meeting may

simultaneously hear each other during the meeting. A director participating in a

meeting by this means shall be deemed to be present in person at the meeting.

 

            Section 3.9. Quorum of Directors. A majority of the directors in

office immediately before the meeting begins shall constitute a quorum for the

transaction of business at any meeting of the Board of Directors.

 

            Section 3.10. Action. If a quorum is present when the vote is taken,

the Board of Directors shall take actions pursuant to resolutions adopted by the

affirmative vote of: (a) a

 

 

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majority of the directors present at the meeting of the Board of Directors; or

(b) such greater number of the directors as may be required by the Restated

Articles of Incorporation, these Bylaws or the Act.

 

            Section 3.11. Action by Unanimous Written Consent. Any action

required or permitted to be taken at a Board of Directors' meeting may be taken

without a meeting if the action is taken by all members of the Board of

Directors. The action shall be evidenced by one (1) or more written consents

describing the action taken, signed by each director, and included in the

minutes or filed with the corporate records reflecting the action taken.

 

            Section 3.12. Selection of the Chairman of the Board and Officers.

The Chairman of the Board shall be selected by and from the members of the Board

of Directors. He or she shall conduct all meetings of the Board of Directors and

shall perform all duties incident thereto.

 

            The Board of Directors shall also select a President, a Vice

President, a Secretary and a Treasurer and such additional Vice Presidents,

Assistant Secretaries, Assistant Treasurers and other officers and agents as the

Board of Directors from time to time may deem advisable. If the Board of

Directors wishes, it may also elect as an officer of the Corporation the

Chairman of the Board.

 

            Section 3.13 Powers and Duties of Officers and Agents. The powers

and duties of the officers and agents shall be determined by the Board of

Directors and these Bylaws.

 

            Section 3.14. Delegation of Powers. For any reason deemed sufficient

by the Board of Directors, whether occasioned by absence or otherwise, the Board

may delegate all or any of the powers and duties of any officer to any other

officer or director, but no officer or director shall execute, verify or

acknowledge any instrument in more than one capacity unless specifically

authorized by the Board of Directors.

 

            Section 3.15. Appointment of Executive Committee. At the same

meeting at which the Board of Directors selects the Chairman of the Board, the

Board of Directors shall appoint an Executive Committee consisting of two (2) or

more members, who shall serve at the pleasure of the Board of Directors. Such

appointments shall be made by a majority of all the directors in office when the

action is taken. Unless otherwise provided by the Act or further limited by a

resolution of the Board of Directors, the Executive Committee may exercise all

of the powers of the Board of Directors.

 

            Section 3.16. Power to Appoint Additional Committees of the Board.

The Board of Directors shall have the power to designate, by resolution, one (1)

or more additional committees and appoint members of the Board of Directors to

serve on them. To the extent provided in such resolution, such committees may

manage the business and affairs of the Company, unless otherwise provided by the

Act. Each committee shall have two (2) or more members, who shall serve at the

pleasure of the Board of Directors. A majority of the members of any committee

of the Board of Directors will constitute a quorum for any committee action.

 

 

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            Section 3.17. Compensation. The Board of Directors may, by

resolution, authorize the payment to directors of compensation for the

performance of their duties. No such payment shall preclude any director from

serving the Company in any other capacity and receiving compensation therefor.

The Board of Directors may also, by resolution, authorize the reimbursement of

expenses incurred by directors in the performance of their duties.

 

            Section 3.18 Conflicting Interest Transaction. Any conflicting

interest transaction shall be governed by Sections 30-1-860 through 30-1-863 of

the Act.

 

                                   Article IV

 

 

                                    Officers

 

            Section 4.1. General. The officers of the Corporation shall consist

of a President, a Vice President, a Secretary, a Treasurer and such additional

Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers

and agents as the Board of Directors from time to time may deem advisable. If

the Board of Directors wishes, it may also elect as an officer of the

Corporation the Chairman of the Board. Each such officer shall hold office for

such term, if any, as may be established by the Board of Directors or set forth

in an employment agreement, if any, or until his or her successor shall have

been duly elected and qualified or until his or her earlier resignation,

retirement, removal from office, incapacity or death. The Board of Directors may

remove any officer or agent at any time, with or without cause, unless otherwise

provided by the Act or the Articles of Incorporation. One person may hold two or

more offices, except the offices of President and Secretary.

 

            Section 4.2. President. The President shall have general and active

management of the business of the Company and shall see that all orders and

resolutions of the Board of Directors are carried into effect. The President

shall have the general powers and duties of supervision and management usually

vested in the office of president of a corporation.

 

            Section 4.3. Vice Presidents. Each Vice President shall serve under

the direction of the President and shall perform such other duties as the Board

of Directors shall from time to time direct.

 

            Section 4.4 Secretary. The Secretary of the Company shall serve

under the direction of the President and shall perform such other duties as the

Board of Directors shall from time to time direct, unless otherwise provided by

these Bylaws or determined by the Board of Directors. The Secretary shall be

responsible for preparing minutes of the directors' and shareholders' meetings

and for authenticating records of the Company. The Secretary shall safely keep

in his custody the seal of the Company and shall have authority to affix the

same to all instruments where its use is required. The Secretary shall give all

notices required by the Act, these Bylaws or any resolution of the Board of

Directors.

 

            Section 4.5. Treasurer. The Treasurer shall serve under the

direction of the President and shall perform such other duties as the Board of

Directors shall from time to time direct. The Treasurer shall have custody of

all corporate funds and securities and shall keep in

 

 

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books belonging to the Company full and accurate accounts of all receipts and

disbursements. The Treasurer shall deposit all monies, securities and other

valuable effects in the name of the Company in such depositories as may be

designated for that purpose by the Board of Directors and shall disburse the

funds of the Company as may be ordered by the Board of Directors. The Treasurer

shall upon request report to the Board of Directors on the financial condition

of the Company.

 

            Section 4.6. Assistant Secretary and Assistant Treasurer. The

Assistant Secretary, in the absence or disability of the Secretary, shall

perform the duties and exercise the powers of the Secretary. The Assistant

Treasurer, in the absence or disability of the Treasurer, shall perform the

duties and exercise the powers of the Treasurer.

 

                                    Article V

 

 

                               Stock and Transfers

 

            Section 5.1. Certificates for Shares. Subject to the provisions of

Section 5.2, every shareholder shall be entitled to a certificate of the shares

to which the shareholder has subscribed, and each certificate shall be signed,

either manually or by facsimile, by any two (2) of the following: the Chairman

of the Board (if he or she is an officer), the President, the Treasurer and the

Secretary. Such certificate may bear the seal of the Corporation or a facsimile

thereof, Each certificate shall state the name of the Corporation, the number

and class of shares and designation of the series, if any, that the certificate

represents. In case any officer, transfer agent or registrar who has signed, or

whose facsimile signature has been placed upon, a certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate is

issued, it may be issued by the Corporation with the same effect as if such

person or entity were such officer, transfer agent or registrar at the date of

issue.

 

            Section 5.2. Shares Without Certificates. The Company shall have the

power to authorize the issue of some or all of the shares of any or all of its

classes or series without certificates. The authorization shall not affect

shares already represented by certificates until they are surrendered to the

Company. Within a reasonable time after the issue or transfer of shares without

certificates, the Company shall send the shareholder a written statement of the

information required on certificates by the Act.

 

            Section 5.3. Transferable Only on Books of the Company. Shares of

the capital stock of the Company shall be transferred on the books of the

Company only by the holder of the shares in person or by an attorney lawfully

appointed in writing and upon surrender of the certificates, if any, for the

shares. A record shall be made of every such transfer and issue. Whenever any

transfer is made for collateral security and not absolutely, the fact shall be

so expressed in the entry of such transfer.

 

            Section 5.4. Stock Ledger. The Company shall maintain a stock ledger

that contains the name and address of each shareholder and the number of shares

of each class of the capital stock that the shareholder holds. The stock ledger

may be in written form or in any other form that can be converted within a

reasonable time into written form for visual inspection.

 

 

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            Section 5.5. Registered Shareholders. The Company shall have the

right to treat the registered holder of any share of its capital stock as the

absolute owner of such share and shall not be bound to recognize any equitable

or other claim to or interest in such share on the part of any other person,

whether or not the Company shall have express or other notice thereof, unless

otherwise required by any applicable law.

 

                                   Article VI

 

 

                                 Indemnification

 

            Section 6.1. Defined Terms. Capitalized terms used in this Article

VI that are defined in Section 30-1-850 of the Act shall have the meaning given

to such terms under Section 30-1-850 of the Act.

 

            Section 6.2. Insurance. The Company shall have the power to purchase

and maintain insurance, in such amounts as the Board of Directors may deem

appropriate, on behalf of any person who is a Director, Officer, employee or

agent against Liability and Expenses in connection with any Proceeding, to the

extent permitted under any applicable law.

 

            Section 6.3. Agreements. The Company may enter into an

indemnification agreement with any Director, Officer, employee or agent, to the

extent permitted under any applicable law.

 

            Section 6.4. Amendments. Any amendment or repeal of this Article VI

shall not be retroactive in effect.

 

            Section 6.5. Severability. In case any provision in this Article VI

shall be determined at any time to be unenforceable in any respect, the other

provisions shall not in any way be affected or impaired thereby, and the

affected provision shall be given the fullest possible enforcement in the

circumstances.

 

 

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                                   Article VII

 

 

                               Amendment of Bylaws

 

            Section 7.1. Amendment by the Board of Directors. These Bylaws may

be amended, altered, changed, added to, repealed or substituted by the

affirmative vote of a majority of the Board of Directors, unless the Restated

Articles of Incorporation, these Bylaws or the Act provide otherwise.

 

            Section 7.2. Amendment by the Shareholders. Subject to the

provisions of Section 7.3, these Bylaws may be amended, altered, changed, added

to, repealed or substituted by the affirmative vote of a majority of all shares

entitled to vote thereon, if notice of the proposed amendment, alteration,

change, addition, repeal or substitution is contained in the notice of the

meeting.

 

            Section 7.3. Amendment of Certain Provisions. Notwithstanding any

other provision of these Bylaws, (i) any amendment, alteration, change,

addition, repeal or substitution of this Section 7.3, Section 2.9 or Article III

of these Bylaws by the shareholders shall require the affirmative vote of

two-thirds of all shares entitled to vote thereon; and (ii) no change of the

date for the annual meeting of the shareholders shall be made by the

shareholders within the 30-day period preceding the date designated for the

annual meeting pursuant to Section 2.l, unless consented to in writing, as

provided in Section 2.10, or approved at any meeting of the shareholders by a

majority of all shares entitled to vote thereon.

 

[End]