Amendments to Bylaws Form 8 K

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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authorize 500,000,000 shares of common stock;

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delete all references to the various series of preferred stock that were previously authorized and instead create 10,000,000 shares of undesignated preferred stock with terms to be set by the board of directors, which rights could be senior to those of the common stock;

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do not provide for cumulative voting in the election of directors, which means that stockholders holding a majority of the shares of common stock outstanding will be able to elect all directors;

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require the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders' meeting;

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allow the board of directors to alter the Bylaws without obtaining stockholder approval;

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eliminate the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting;

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require the approval of at least 66 2/3% of the shares entitled to vote to remove a director for cause;

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require the approval of at least 66 2/3% of the shares entitled to vote to adopt, amend or repeal the Bylaws or alter, amend or repeal the provisions of the Certificate of Incorporation regarding the election and removal of directors;

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unless the Company consents in writing to the selection of an alternative forum, designate the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court for the State of Delaware or other state courts of the State of Delaware) to be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of the Company's directors, officers or stockholders to the Company or its stockholders; (iii) any action arising pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or the Company's Bylaws; or (iv) any action asserting a claim against the Company that is governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction;

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designate the federal district courts of the United States, to the fullest extent permitted by law, as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum; and

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establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election.