ARTICLE VIII - AMENDMENTS

Section 8.1 Amendments. Except as otherwise required by law and as provided herein, these By-Laws may be amended at any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for that purpose, provided that written notice of the proposed amendment shall have been given at least ten (10) days prior to such meeting. All amendments to the Articles and to the By-Laws shall require the unanimous vote of the Directors then in office. Notwithstanding any provisions contained herein to the contrary, no amendment of the By-Laws shall be effective which shall be inconsistent with the articles of Incorporation.