Exhibit 3.1
Section
3.4 of the Bylaws of the Company
as
amended June 4, 2009
3.4 Quorum and Manner of
Acting.
(a) Except
as otherwise provided by statute or by the Certificate of Incorporation,
one-half of the authorized number of directors shall constitute a quorum for the
transaction of business at any meeting and the affirmative action of a majority
of the directors present at any meeting at which a quorum is present (or in the
event that only one director shall be needed to establish a quorum then the
affirmative action of that director) shall be required for the taking of any
action by the Board of Directors.
(b) In
the event one or more of the directors shall be disqualified to vote at such
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no event shall the quorum as
adjusted be less than one-third (1/3) of the total number of
directors.
(c) In
the absence of a quorum at any meeting of the Board such meeting need not be
held; or a majority of the directors present thereat or, if no director is
present, the Secretary may adjourn such meeting from time to time until a quorum
is present. Notice of any adjourned meeting need not be
given.