ARTICLE XI

Section 1. Amendments. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds affirmative vote of the entire Board or by a majority affirmative vote of the shareholders at any regular or special meeting.

Section 2. When Bylaws Silent. It is expressly recognized that when the bylaws are silent as to the manner of performing any corporate function, the Board shall have authority to perform the same insofar as such corporate function is not inconsistent with the bylaws or the provisions of applicable law. Approval shall be by a vote of a majority of the Board who are voting in person or by proxy at a meeting duly called for this purpose.