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outstanding shares of capital stock of the corporation. Chairman thereupon declared that 498 shares, or a majority ©f the authorized and outstanding shares of capital stock of said corporation, were present and represented at the meeting. The following proceedings were then had and business transacted: Minutes of annual stockholders1 meeting held on lovember 14, 1987 were read and approved. On motion duly made, seconded and carried by unanimous vote of all stockholders present In person or represented by proxy at the meeting, Sections 1 and 3 of Article IT of the by-laws were amended to read as follows, to-wits "oEflection -O ffTiercmers Section 1. At the first regular meeting oefl ectthieo nB,o artdh e ofB oaDridr ecsthaolrls aefltecetr tfhreo ma nintusa lm em­bPerressi dae nPtrse,s idae nSte,c reatnadr ys,h alal Traelassou reelre,c t atsw oA udViitceo-r and such other officers as the Board of Director s hsohladll tdheetierr moifnfei.c es Tfhoer otfhef icteerrsm osfo oelneec tyeeda, r sahanldl uAnntyi lv actahneciyr oscuccucrersisnogr s inar ea neyl oefc tetdhe aanbdo vqeu aloifffiiecde.s may b© filled for the unexplred term by the Board of Directors. TPircees-i dents from hSiesc toifofni c3.e or Idn urthien ga hbisesn cdei saobfi ltihtey ,P retshiedent PVriecsei-dPernets.i denTthesy shsahlall l phearvfeo rmt het heg endeurtaile s cohfa rgtehe and oversight of the business of the Company uEnxdeecru titvhee dCiormemcittiteoen oafn d thteh e BPoraersdi doefn tD,i reacntdo rssu,b ­ject to such rules end restrictions as they may prescribe. They shall also discharge such other duties as may be imposed by the Board of Directors. Chairman then announced that the next order of business would be the election of six Directors of the corporation, to act for the ensuing year. Thereupon, the following persons were nominated to serve as such Directors: 0F.. HE., GKrnaiyc kerbocker AG.. §C.. HBaalrsrtyed Walter E. Bracken R* 1. Adamson which nomination was duly seconded. There being no further nomination®, a, ballot was taken and Inspector having computed the votes cast, reported that 498 shares of stock, being all the stock present in person or represented by proxy, had been cast