Section 5. Vacancies and Newly Created Directorships.  Any newly created
directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until the next annual meeting.

Section 6. Meetings.  Meetings of the Board may be held at any place within or without the State of New York as the Board may from time to time fix, or as shall be specified in the notice or waivers of notice thereof.  The annual meeting of the Board shall be held on the third Wednesday of  January of each year at a time and place fixed by the Board.  Other regular meetings of the Board shall be held no less than two times during the year. Special meetings of the Board shall be held whenever called by a majority of the Board of Directors or the Chairperson of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting.

Section 7. Notice of Meetings.  Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least seven days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram or cablegram or given personally or by telephone, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours.  Notice of a mailing need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at is commencement, the lack of notice to him or her.  No notice need be given of any adjourned meeting.

Section 8. Quorum and Voting.  Unless greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statue or by these by-laws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.  If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 9. Action by the Board.  Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 10. Compensation.  No Director of the Corporation shall receive any compensation, other than reimbursement of actual expenses reasonably incurred to attend meetings of the Corporation.

Revised December 3, 2008

ARTICLE III
OFFICERS, EMPLOYEES AND AGENTS

Section 1. Officers.  The Officers of the Corporation shall be a Chairperson, a Secretary,
a Treasurer, and such other Officers, including one or more Vice Chairpersons, as the Board of Directors may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of Chairperson and Secretary.  Officers must be members of the Board of Directors.  No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2. Election, Term of Office and Removal.  The Officers of the Corporation shall
be elected for a one year term at the annual meeting of the Board of Directors immediately following the election of Directors, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.  Any officer of the Corporation may be removed, with or without cause, by a vote or a majority of the entire Board.

Section 3. Other Agents and Employees.  The Board of Directors may from time to time
appoint such agents and employees as it shall deem necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority, perform such duties (and receive such reasonable compensation), if any, as a majority of the Board of Directors may from time to time determine. No such agent need be a Director of the Corporation. To the full extent allowed by law, the Board of Directors may delegate to any Officer or agent any powers possessed by the Board of Directors and may prescribe their respective title, terms of office, authorities and duties.

Section 4. Removal.  Any Officer, employee or agent of the Corporation may be
removed with or without cause by a vote of the majority of the entire Board of Directors.

Section 5. Vacancies.  In case of any vacancy in any office, a successor to fill the
unexpired portion of the term may be elected by the Board of Directors.

Section 6. Chairperson: Powers and Duties.  The Chairperson shall preside at all
meetings of the Board of Directors. The Chairperson shall have general supervision over the affairs of the Corporation, and shall keep the Board of Directors fully informed about the activities of the Corporation.  He or she shall have the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature.  The Chairperson shall perform all the duties incident to the office of the Chairperson, and shall perform such other duties s from time to time may be assigned by the Board of Directors.

Section 7. Vice Chairperson: Powers and Duties.  A Vice Chairperson  shall have such
powers and duties as may be assigned to them by the Board of Directors.  In the absence of the Chairperson, the Vice Chairperson(s), in the order designated by the Board of Directors, shall perform the duties of the Chairperson.

Section 8. Secretary:  Powers and Duties of the Secretary.  The Secretary shall keep the
minutes of the Annual Meeting and all meetings of the Board of Directors in books provided for that purpose.  He or she shall be responsible for the giving and serving of all notices of the Corporation, and shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.
Revised December 3, 2008

Section 9. Treasurer:  Powers and Duties.  The Treasurer shall keep or cause to be kept
full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate.  At the annual meeting and whenever else required by the Board of Directors, he or she shall render a statement of the Corporation=s accounts.  He or she shall at all reasonable times exhibit the Corporation=s books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors, and shall when required, give such security for the faithful performance of his or her duties as the Board of Directors may determine.

Section 10    .Compensation.  Any Officer, employee or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by a majority of the Board of Directors, and only when so authorized.

ARTICLE IV
COMMITTEES

Section 1. Committees of the Board.   The Board may, by resolution adopted by a
majority of the entire Board, establish and appoint an executive and other standing committees.  The Chairperson of the Board of Directors shall appoint the Chairperson of each committee.  Each committee so appointed shall consist of three or more directors and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

1.  the filling of vacancies on the Board or on any committee;

2.  the amendment or repeal of the by-laws or the adoption of new by-laws;

3.  the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;

4.  the fixing of compensation f the directors for serving on the Board or any committee.

Special Committees may be appointed by the Chairperson with the consent of the Board and shall have only the powers specifically delegated to them by the Board.

ARTICLE V
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS

Section 1. Checks, Notes and Contracts.  The Board of Directors is authorized to select
the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized in the Corporation=s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases contracts and documents.

Section 2. Investments.  The funds of the Corporation may be retained in whole or in
part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.
Revised December 3, 2008