<PAGE>

                                                                    EXHIBIT 99.7

                                                              Adopted April 2003

                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                        PERSONNEL GROUP OF AMERICA, INC.

                                   ARTICLE I

                                  Stockholders

         Section 1.1    Annual Meetings. Unless directors are elected by written
consent in lieu of an annual meeting as permitted by this subsection, an annual
meeting of stockholders shall be held for the election of directors on a date
and at a time designated by or in the manner provided in these By-Laws.
Stockholders may, unless the certificate of incorporation otherwise provides,
act by written consent to elect directors.

         Section 1.2    Nature of Business at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
1.2 and on the record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice procedures
set forth in this Section 1.2.

             In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary
of the Corporation.

             To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.



<PAGE>


                To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iv)
a description of all arrangements or understandings between such stockholder
and any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

                No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in accordance
with the procedures set forth in this Section 1.2, provided, however, that,
once business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 1.2 shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.

         Section 1.3    Special Meetings. Special meetings of stockholders may
be called at any time by any officer of the Corporation at the written request
of the Chairman of the Board, the Chief Executive Officer or a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Any such special meeting shall be held at such date, time and
place either within or without the State of Delaware as may be stated in the
notice of the meeting.

         Section 1.4    Notice of Meetings; Remote Participation. Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given, not less than ten (10) nor more
than sixty (60) days before the date of the meeting, to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation. Rather than holding a meeting at any place, the Board of
Directors may determine that a meeting shall be held solely by means of remote
communications, which means shall meet the requirements of the Delaware General
Corporation Law. The Board of Directors may permit the stockholders and their
proxy holders to participate in meetings of the stockholders (whether such
meetings are held at a designated place or solely by means of remote
communication) using one or more methods of remote communication that satisfy
the requirements of the Delaware General Corporation Law. The Board of
Directors may adopt such guidelines and procedures applicable to participation
in stockholders' meetings by means of remote communication as it deems
appropriate. Participation in a stockholders' meeting by means of a method of
remote communication permitted by the Board of Directors shall constitute
presence in person at the meeting.

         Section 1.5    Adjournments. Any meeting of stockholders, annual or
special, may be adjourned from time to time by the Chairman of the meeting, to
reconvene at the same or some





                                       2
<PAGE>

other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         Section 1.6    Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of stock entitled to vote
on a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented
by proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single
class at the meeting. In the absence of a quorum of the holders of any class of
stock entitled to vote on a matter, or of all stockholders, the holders of such
class so present or represented or of all stockholders may, by majority vote,
adjourn the meeting of such class, or of the whole, from time to time in the
manner provided by Section 1.5 of these by-laws until a quorum of such class,
or of the whole, shall be so present or represented. Shares of its own capital
stock belonging on the record date for the meeting to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.

         Section 1.7    Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in the absence of the Chairman of the
Board, by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary, or in the
absence of the Secretary an Assistant Secretary, shall act as secretary of the
meeting, but in the absence of the Secretary and any Assistant Secretary the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

                The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts and things as are necessary or desirable for
the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to such meeting after the time prescribed
for the commencement thereof and the opening and closing of the voting polls.

         Section 1.8    Inspectors. Prior to any meeting of stockholders, the
Board of Directors or the President shall appoint one or more inspectors to act
at such meeting and make a written report thereof and may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at the meeting of stockholders, the
person presiding at the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and
the voting power of





                                       3
<PAGE>

each, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and certify their determination of the number
of shares represented at the meeting and their count of all votes and ballots.
The inspectors may appoint or retain other persons to assist them in the
performance of their duties. The date and time of the opening and closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxy or vote, nor any revocation
thereof or change thereto, shall be accepted by the inspectors after the
closing of the polls. In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted therewith, any information provided by a stockholder who
submits a proxy by telegram, cablegram or other electronic transmission from
which it can be determined that the proxy was authorized by the stockholder,
ballots and the regular books and records of the corporation, and they may also
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for such
purpose, they shall, at the time they make their certification, specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the
means by which the information was obtained and the basis for the inspectors'
belief that such information is accurate and reliable.

         Section 1.9    Voting; Proxies.

                (a)     Unless otherwise provided in the certificate of
incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such stockholder
which has voting power upon the matter in question. If the certificate of
incorporation provides for more or less than one vote for any share on any
matter, every reference in these by-laws to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but
no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the Corporation.

                (b)     Without limiting the manner in which a stockholder may
authorize another person or persons to act for such stockholder as proxy, the
following shall constitute a valid means by which a stockholder may grant such
authority:

                        (i)     A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as proxy. Execution may
be accomplished by the stockholder or such stockholder's authorized officer,
director, employee or agent signing such writing or causing such person's
signature to be affixed to such writing by any reasonable means, including, but
not limited to, by facsimile signature.



                                       4
<PAGE>

                        (ii)    A stockholder may authorize another person or
persons to act for such stockholder as proxy by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information on which they relied.

                Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission authorizing another person or
persons to act as proxy for a stockholder may be substituted or used in lieu of
the original writing or transmission for any and all purposes for which the
original writing or transmission could be used; provided, however, that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

                (c)     Voting at meetings of stockholders need not be by
written ballot and need not be conducted by inspectors unless the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or represented by proxy at such meeting shall so
determine. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
on the election of directors. In all other matters, unless otherwise provided
by law or by the certificate of incorporation or these by-laws, the affirmative
vote of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Where a separate vote by class or classes
is required, the affirmative vote of the holders of a majority of the shares of
such class or classes present in person or represented by proxy at the meeting
shall be the act of such class or classes, except as otherwise provided by law
or by the certificate of incorporation or these by-laws.

         Section 1.10   Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by
the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of


                                       5
<PAGE>

record seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within ten days of the date on which such request is received, adopt
a resolution fixing the record date. If no record date has been fixed by the
Board of Directors within ten days of the date on which such request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         Section 1.11   List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, for a period of a least ten days prior to the meeting either (a) on a
reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with notice of the meeting, or
(b) during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

         Section 1.12   Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the certificate of incorporation, any action required by
law to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the earliest dated consent duly executed and delivered to the



                                       6
<PAGE>

Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and who, if
the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were
delivered to the Corporation as provided in this Section 1.12.

                                  ARTICLE II

                               Board of Directors

         Section 2.1    Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation. The Board of Directors shall consist of not less than seven (7)
nor more than nine (9) members or as otherwise set forth in the certificate of
incorporation, the exact number of which shall initially be fixed upon adoption
of these by-laws at seven (7) and, thereafter, shall be fixed from time to time
by resolution of the Board of Directors (the "Board Resolution") or by
resolution adopted by the holders of a majority of the capital stock of the
Corporation issued and outstanding and entitled to vote (the "Stockholder
Resolution"); provided that in the event of any conflict between the Board
Resolution and the Stockholder Resolution, the Stockholder Resolution shall
govern. Directors need not be stockholders.

         Section 2.2    Significant Holder Nominees and Observers; Management
Nominees.

                (a)     In connection with any election of directors by the
stockholders and, in each case, to the extent permitted by law and by
applicable rules or listing standards of any securities exchange or market on
which any of the Corporation's securities are listed or approved for trading,
the nominees shall be (and for any such nominees to be qualified to serve as
directors they shall be) nominated as follows:

                        (i)     For so long as there are one or more Significant
Holders (as hereinafter defined), the Significant Holders shall have the right
to designate in writing, and in accordance with the timing, eligibility and
other applicable requirements set forth in these by-laws, such number of
nominees for election to the Board of Directors as shall be required such that
immediately following such election, no less than two of the directors
comprising the Board of Directors shall be persons who were designated as
nominees by the Significant Holders prior to their election to the Board of
Directors ("Significant Holder Designees"). Significant Holders shall further
have the right to select two representatives in addition to such Significant
Holder Designees (the "Observers"), who shall be permitted to attend all
meetings of the Board of Directors, including all committees thereof, solely in
a non-voting observer capacity provided the Significant Holders inform the
Chairman of the Board of Directors in writing of the identity of the Observers
prior to any such meeting. If there is more than one Significant Holder at the
time any action is to be taken or any determination to be made regarding the
designation of Significant Holder Designees (including the removal of, or the
filling of vacancies created by, Significant Holder Designees in accordance
with this Restated Certificate of Incorporation) or the selection of Observers,
any such action or determination shall be taken or made by the affirmative vote
of the holders of a majority of the shares of Voting Stock voted by such
Significant Holders in such action or determination. To the extent permitted by
law and in any applicable rule or listing standard of any securities exchange
or market




                                       7
<PAGE>

on which any of the Corporation's securities are listed or approved for
trading, Significant Holder Designees shall be members of each committee of the
Board of Directors, and Observers shall be entitled to attend meetings of each
such committee. The term "Significant Holder" shall mean any person (other than
the Corporation or any Subsidiary and other than any profit-sharing, employee
stock ownership or other employee benefit plan of the Corporation or any
Subsidiary or any trustee of or fiduciaries with respect to any such plan when
acting in such capacity) who is the beneficial owner of Voting Stock
representing twenty percent (20%) or more of the votes entitled to be cast by
the holders of all then outstanding shares of Voting Stock. The term "Voting
Stock" shall mean all Capital Stock which by its terms may be voted on all
matters submitted to stockholders of the Corporation generally, and the term
"Capital Stock" shall mean all capital stock of the Corporation authorized to
be issued from time to time under the certificate of incorporation.

                        (ii)    The Chief Executive Officer of the Corporation
(the "Chief Executive Officer"), if there be one, and otherwise the executive
officer exercising the powers and discharging the duties of the senior-most
executive of the Corporation (the "Acting CEO"), shall have the right to
designate in writing, and in accordance with the timing and other applicable
requirements set forth by resolution of the Board of Directors or the
Governance or Nominating Committee of the Corporation, at least one member of
senior management of the Corporation as a nominee for election to the Board of
Directors (the "Management Designee").

                        (iii)   Except as otherwise set forth in the certificate
of incorporation, all nominees for election to the Board of Directors other
than those designated pursuant to (i) or (ii) above shall be designated in
accordance with Sections 2.4 and 3.2 of these by-laws.

                (b)     As a condition to exercising the right to designate any
Significant Holder Designees or Observers, Significant Holders shall agree to
be present at any meeting of stockholders duly called for the election of
directors and to vote all shares of Voting Stock (as hereinafter defined) held
by them in favor of the slate of director nominees recommended by the Board of
Directors at any such meeting or any adjournment or postponement thereof.

                (c)     In order to be eligible for election to the Board of
Directors, any Significant Holder Designee shall be an Eligible Person. For
purposes hereof, an "Eligible Person" shall mean (x) the Significant Holder or
any executive officer thereof and (y) any other person other than a person
whose election to the Board of Directors, in the written opinion of counsel for
the Corporation, is reasonably likely to violate or conflict with, or result in
any material limitation on the ownership or operation of any business or assets
of the Corporation or its Subsidiaries under, any statute, law, ordinance,
regulation, rule, judgment, decree or order of any court or governmental or
regulatory authority.

                (d)     Significant Holders shall provide the Corporation with
timely notice of any determinations regarding designations of Significant
Holder Designees and any Observers. To be timely, a notice informing the
Corporation of the Significant Holder Designees to be nominated for election to
the Board of Directors by the stockholders shall be delivered in writing to the
Governance or Nominating Committee of the Corporation not less than twenty (20)
days prior to the mailing of proxy statement to be distributed to stockholders
in connection with the annual meeting of stockholders; provided the Corporation
shall give the Significant Holders, at least sixty (60) days prior written
notice of such mailing date. Any such notice given by the Significant Holders
shall also contain as to each person whom the Significant Holders have
designated as a nominee for





                                       8
<PAGE>

election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and (iv)
any other information relating to the person that reasonably would be required
to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder. To be timely, a
notice informing the Corporation of the Significant Holder Designee being
designated to fill a vacancy in a seat held by a Significant Holder Designee
shall be delivered no later than thirty (30) days following the delivery of
written notice from the Corporation to the effect that such a vacancy exists.
To be timely, information regarding the identity of Observers (including
changes in the selection of Observers) selected to attend a Board or committee
meeting shall be delivered in writing to the attention of the Chairman of the
Board of Directors or, in the case of a committee meeting, may instead be
delivered to the attention of the chairman of such committee, at least 24 hours
prior to the meeting. Once the Corporation has been informed of the identity of
the Observers, no additional notice shall be required in connection with
individual meetings unless and until there is a change in the selection of the
Observers.

         Section 2.3    Election; Term of Office; Resignation: Removal;
Vacancies. Each director shall hold office until his or her successor is
elected and qualified, subject, however, to his or her earlier death,
resignation, retirement, disqualification or removal from office. Any director
may resign at any time upon written notice to the Board of Directors or to the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. Any
director or the entire Board of Directors may be removed, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors. Subject to the provisions in the certificate of
incorporation (including the terms of any one or more classes or series of
preferred stock) and the requirements for filling vacancies set forth in
Section 3.2 of these by-laws, vacancies and newly created directorships
resulting from any increase in the authorized number of may be filled by a
majority of the directors then in office, although less than a quorum, or by
the sole remaining director, and the directors so chosen shall hold office
until their successors are duly elected and qualified or until their earlier
death, resignation, retirement, disqualification or removal from office;
provided, however, that any vacancy in a seat belonging to a Significant Holder
Designee, whether by resignation or otherwise, shall be filled by an individual
who prior thereto shall have been designated or approved in writing by the
Significant Holder(s), and any vacancy in the seat belonging to the Management
Designee, whether by resignation or otherwise, shall be filled by an executive
officer of the Corporation who prior thereto shall have been designated or
approved in writing by the Chief Executive Officer or the Acting CEO, as
applicable.

         Section 2.4    Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
certificate of incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances and in the certificate of incorporation and these
by-laws with respect to the right of Significant Holders and the Chief
Executive Officer or Acting CEO to nominate for election a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called for the purpose of electing directors,
(a) by or at the




                                       9
<PAGE>

direction of the Board of Directors (or any duly authorized committee thereof,
including the Special Nominating Committee described in Article II of these
by-laws) in accordance with the by-laws or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.4.

                In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.

                To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30)
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first occurs.

                To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and
(iv) any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

                No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 2. If the Chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.



                                      10
<PAGE>

         Section 2.5    Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.

         Section 2.6    Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, the Chief Executive
Officer or by any two directors. Reasonable notice thereof shall be given by
the person or persons calling the meeting to each of the directors and to any
Observers.

         Section 2.7    Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, or any committee designated
by the Board, including any Observers, may participate in a meeting of the
Board or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this by-law shall constitute presence in person at such
meeting.

         Section 2.8    Quorum; Vote Required for Action. At all meetings of the
Board of Directors one-third of the entire Board shall constitute a quorum for
the transaction of business; provided, however, that for so long as there is a
Significant Holder, the quorum for the transaction of business by the Board of
Directors shall include at least one Significant Holder Designee. Subject to
Article VI, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board unless the certificate
of incorporation or these by-laws shall require a vote of a greater number. In
case at any meeting of the Board a quorum shall not be present, the members of
the Board present may adjourn the meeting from time to time until a quorum
shall be present.

         Section 2.9    Organization. Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         Section 2.10   Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

         Section 2.11   Compensation of Directors. Unless otherwise restricted
by the certificate of incorporation or these by-laws, the Board of Directors
shall have the authority to fix the compensation of directors.




                                      11
<PAGE>

                                  ARTICLE III

                                   Committees

         Section 3.1    Committees. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation, subject to the last sentence of this Section 3.1. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors or in these by-laws, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by law to be submitted to
stockholders for approval, (ii) adopting, amending or repealing these By-Laws
or (iii) removing or indemnifying directors. The Significant Holder Designees
shall, unless they otherwise request, be members of each committee of the Board
of Directors, subject to applicable law and any rule or listing standard of any
securities exchange or market on which any of the Corporation's securities are
listed or approved for trading.

         Section 3.2    Special Committee of Significant Holders. For so long as
there are any Significant Holder(s), in connection with any election of
directors by the stockholders (and, in each case, to the extent permitted by
law and by applicable rules or listing standards of any securities exchange or
market on which any of the securities of the Corporation are listed or approved
for trading), a committee comprised of the Significant Holder Designees and one
Independent Director (as hereinafter defined) selected by majority vote of all
of the Independent Directors on the Board of Directors (the "Special Nominating
Committee") shall be responsible for designating nominees (and for any such
nominees to be qualified to serve as directors they shall be nominated) as
follows:

                (a)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing forty percent (40%) or more of the votes entitled
to be cast by the holders of all then outstanding Voting Stock, the Special
Nominating Committee shall have the right to designate in writing, and in
accordance with the eligibility, timing and other applicable requirements in
these by-laws, nominees to fill the maximum number of available seats for
Independent Directors on the Board of Directors such that immediately following
such election, up to four (4) of the Independent Directors serving on the Board
of Directors shall have been designated nominees for election by the Special
Nominating Committee.

                (b)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing thirty percent (30%) or more, but less than forty
percent (40%), of the votes entitled to be cast by the holders of all then
outstanding Voting Stock, the Special Nominating Committee shall have the right
to designate in writing, and in accordance with the eligibility, timing and
other applicable requirements in these by-laws, nominees to fill the maximum
number of available seats for Independent Directors on the Board of Directors
such that immediately following such election, up to three (3) of the
Independent Directors serving on the Board of Directors shall have been
designated nominees for election by the Special Nominating Committee.





                                      12
<PAGE>


                (c)     If the Significant Holder(s) are the beneficial owners
of Voting Stock representing twenty percent (25%) or more, but less than thirty
percent (30%), of the votes entitled to be cast by the holders of all then
outstanding Voting Stock, the Special Nominating Committee shall have the right
to designate in writing, and in accordance with the eligibility, timing and
other applicable requirements in these by-laws, nominees to fill the maximum
number of available seats for Independent Directors on the Board of Directors
such that immediately following such election, up to two (2) of the Independent
Directors serving on the Board of Directors shall have been designated nominees
for election by the Special Nominating Committee.

                (d)     If the Significant Holder(s) are the beneficial owners
of less than twenty-five percent (25%), of the votes entitled to be cast by the
holders of all then outstanding Voting Stock, the Special Nominating Committee
shall have the right to designate in writing, and in accordance with the
eligibility, timing and other applicable requirements in these by-laws,
nominees to fill the maximum number of available seats for Independent
Directors on the Board of Directors such that immediately following such
election, one of the Independent Directors serving on the Board of Directors
shall have been designated a nominee for election by the Special Nominating
Committee.

                (e)     To be timely, a notice informing the Corporation of the
nominees designated by the Special Nominating Committee for election to the
Board of Directors shall be delivered in writing to the Governance or
Nominating Committee of the Corporation not less than twenty (20) days prior to
the mailing of proxy statement to be distributed to stockholders in connection
with the annual meeting of stockholders; provided the Corporation shall give
the Special Nominating Committee at least sixty (60) days prior written notice
of such mailing date. Any such notice given by the Special Nominating Committee
shall also contain as to each person whom the Special Nominating Committee has
designated as a nominee for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the person, and (iv) any other information relating to the person that
reasonably would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder.

                (f)     Any vacancy in a seat belonging to an Independent
Director who was designated as a nominee for election to the Board of Directors
by the Special Nominating Committee, whether by resignation or otherwise, shall
be filled by an individual who prior thereto shall have been designated or
approved in writing by the Special Nominating Committee.

                (g)     In order to be eligible for election, any persons
designated nominees by the Special Nominating Committee must qualify as
Independent Directors. For purposes hereof, "Independent Director" shall mean
those directors of the Board of Directors who are not Significant Holder
Designees or officers of the Corporation or any of its Subsidiaries and who
qualify as "independent" under the rules or listing standards of any securities
exchange or market on which any of the Corporation's securities are listed or
approved for trading.

         Section 3.3    Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to




                                      13
<PAGE>

the contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote
of a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other
respects each committee shall conduct its business in the same manner as the
Board conducts its business pursuant to Article II of these by-laws.

                                  ARTICLE IV

                                    Officers

         Section 4.1    Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall elect
a President and a Secretary, and it may, if it so determines, elect from among
its members a Chairman of the Board and a Vice Chairman of the Board. The Board
may also elect one or more Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers and such other officers as the Board may deem desirable or
appropriate and may give any of them such further designations or alternate
titles as it considers desirable. Any number of offices may be held by the same
person unless the certificate of incorporation or these by-laws otherwise
provide.

         Section 4.2    Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Any officer
may resign at any time upon written notice to the Board or to the Chairman or
Chief Executive Officer, if any, or to the President or Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board at any regular or special
meeting.

         Section 4.3    Powers and Duties. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in these by-laws or in a resolution of the Board of Directors which is
not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose. The Board may require any officer, agent or
employee to give security for the faithful performance of his or her duties.

                                   ARTICLE V

                                     Stock

         Section 5.1    Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors or a
President of the Corporation, and by the Secretary or an Assistant Secretary,
of the Corporation, representing the number of shares of stock in the
Corporation owned by such holder. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any





                                      14
<PAGE>

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 were such
officer, transfer agent or registrar at the date of issue.

                If the Corporation is authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, provided that, except as otherwise provided by
law, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 5.2    Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.


                                  ARTICLE VI

                              Fundamental Actions

         For so long as there are any Significant Holders, the following
matters shall require (in addition to any other vote required by law, the
certificate of incorporation or these by-laws) either (a) the approval of the
Board of Directors, including the affirmative vote of at least one of the
Significant Holder Designees, or (b) the affirmative vote of the holders of at
least seventy-five percent (75%) of the voting power of the shares entitled to
vote at the election of directors:

                (i)     any divestiture or sale of assets or businesses of the
Corporation or any of its subsidiaries that are material to the Corporation and
its subsidiaries taken as a whole;

                (ii)    the liquidation, dissolution or winding-up of the
Corporation;

                (iii)   any merger or other business combination or
reorganization other than one (A) where the transaction has been approved by
the unanimous vote of the entire Board of Directors or (B) where the holders of
Voting Stock of the Corporation prior to such transaction will beneficially own
(within the meaning of the certificate of incorporation) in the aggregate at
least eighty percent (80%) of the surviving corporation's Voting Stock,
immediately after giving effect to such transaction; or

                (iv)    any amendment to the certificate of incorporation or the
by-laws.



                                      15
<PAGE>

                                  ARTICLE VII

                                 Miscellaneous

         Section 7.1    Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 7.2    Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 7.3    Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.

         Section 7.4    Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person or such person's testator or intestate is or was after the
date of adoption of these by-laws, a director, officer or employee of the
Corporation or serves or served after the date of adoption of these by-laws, at
the request of the Corporation or any other enterprise as a director, officer
or employee. Expenses, including reasonable attorneys' fees, incurred by any
such person in defending any such action, suit or proceeding shall be paid or
reimbursed by the Corporation promptly upon receipt by it of an undertaking of
such person to repay such expenses if it shall ultimately be determined that
such person is not entitled to be indemnified by the Corporation. The rights
provided to any person by this by-law shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving, after the date of adoption of these by-laws or continuing to serve,
after the date of adoption of these by-laws, as a director, officer or employee
as provided above. No amendment of this by-law shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment. For purposes of this by-law, the term "Corporation" shall include
any successor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any corporation, partnership,
joint venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants




                                      16
<PAGE>

and beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation.

                The rights to indemnification and to the advance of expenses
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquire under these by-laws, any statue,
agreement, vote of stockholders or the Board of Directors, or otherwise.

         Section 7.5    Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or her or
their votes are counted for such purpose, if: (1) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

         Section 7.6    Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 7.7    Amendment of By-Laws. These by-laws may be altered,
amended or repealed, in whole or in part, or new by-laws may adopted, by the
stockholders or by the Board of Directors as provided in the certificate of
incorporation and this Article VII; provided, however, that notice of such
alteration, amendment, repeal or adoption of new by-laws be contained in the
notice of such meeting of stockholders or Board of Directors, as the case may
be.

        Section 7.8     Interpretation. As used in these by-laws, the term
"entire Board of Directors" means the total number of directors of the
Corporation then holding office and entitled to vote.




                                      17

