Section 4.1 Number and Qualification.

The affairs of the Corporation shall be governed by a Board of Directors composed of not less than five (5) nor more than thirteen (13) persons. The officers of the Corporation shall serve on the Board of Directors. They will be entitled to a position on the Board upon their election to their respective offices. All elections shall be managed and controlled by its Board of Directors. The first Board of Directors shall be elected by the incorporators of the Corporation named in the Certificate of Incorporation.

Section 4.2 Governing Powers.

The Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of this Corporation.

Section 4.3 Annual Meetings.

The Board of Directors shall hold annual meetings of the Corporation on the first Monday in December at the offices of the Corporation at 10:30 a.m., local time, or at such other date, time and place as the Board of Directors may determine from time to time. At such annual meeting the officers shall be elected for the ensuing year, the annual report shall be presented, and the Board of Directors shall consider such other business as may be brought before it.

Section 4.4 Election and Term of Office

The Directors shall be classified with respect to the time for which, they shall severally hold office by dividing then in to three (3) classes. Each class shall be as nearly equal in number as possible. The first three classes elected pursuant to this section shall serve for terms of one, two and three years, respectively. Thereafter, each class of Directors shall serve for a term of three years. at each annual meeting of the Shareholders, the successors to the class of Directors whose term expires that year shall be elected to hold office for the term of three years and until a successor is elected and qualified or until the Director's earlier death, resignation or removal, so that the term of office of one class of Directors expires in each year. If at any meeting of Shareholders, Directors of more than one class are to be elected, each class of Directors shall be elected in a separate election.

Section 4.5 Vacancies.

Vacancies in the Board of Directors caused by any reason, including removal of a Director, shall be filled by appointment by the Board of Directors. Each person so appointed shall be a Director until a successor is elected.

Section 4.6 Removal of Directors.

Any Director may be removed from office by affirmative voice of the majority of Directors present at an official meeting for cause, such as absence from three (3) consecutive meetings without notifying the President. Advance notice of removal will be given to each Director, including the Director affected.

Section 4.7 Compensation.

No compensation shall be paid to Directors for their services as Directors or for their services in any other capacity, or pursuant to any other contractual arrangement whatever. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties.

Section 4.8 Regular Meetings.

Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors.

Section 4.9 Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman or President on three (3) days' notice to each Director, given personally or by mail, telephone, telegraph or facsimile transmission, which notice shall state the time, place and purpose of the meetings. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least three (3) Directors.

Section 4.10 Meeting by Conference Telephone.

One or more Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 4.11 Waiver of Notice.

Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the receipt of such notice. Attendance by a Director at any meeting of the Board without objection as to notice shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board and no objection is made as to notice, no notice shall be required and any business may be transacted at such meeting.

Section 4.12 Quorum.

At all meetings of the Board of Directors, majority of the Directors in office shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors then in office shall be the acts of the Board of Directors, except where a larger number is required by law, the Articles of Incorporation or these By-Laws. If at any meeting of the Board of Directors there is less than a quorum present, the, majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice, if a quorum is present.

Section 4.13 Action by Consent.

Any lawful action of the Board of Directors may be taken without a meeting if written consent to such action is signed by all the directors and filed with the minutes of the Board.

Section 4.14 Executive Committee.

The Board of Directors may appoint from among its members an Executive Committee of not less than two nor more than seven members, one of whom shall be the President, and shall designate one of such members as Chairman. The Board may also designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of are regular member or members. The Executive Committee shall possess and exercise all powers of the Board of Directors during the intervals between meetings.

Section 4.15 Other Committees.

The Board of Directors may appoint from among its members such other standing or temporary committees as it shall determine from time to time to be necessary or convenient to the management of the Corporation. Such committees shall have such powers as may from time to time be granted by resolution of the Board of Directors.