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<br />~.. <br /> <br />.", <br /> <br />e- <br />.. <br /> <br />Following the initial .phase-in" period, the term <br />of /office of each Director shall be three (3) years and <br />the"elections for such Directors shall be staggered in <br />the following manner: two (2) Directors shall be elected <br />to concurrent three year terms in the first year~ two <br />(2) Directors shall be elected to concurrent three year <br />terms in the second year~ and one (1) Director shall be <br />elected to a three year term in the third year. No more <br />than two (2) Directors shall be replaced in any single <br />year unless a vacancy shall occur through the death, <br />resignation or removal from office of any Director. <br /> <br />FURTHER RESOLVED, that a copy of the foregoing resolution <br />shall be inserted into the minute book of the Corporation~ and <br /> <br />FURTHER RESOLVED, that the Board of Directors and the <br />officers of the Corporation are hereby authorized to take such <br />actions and to execute such further documents as may be necessary <br />to carry out the foregoing resolutions. <br /> <br />3. This Certificate shall be deemed to be fully executed <br />and delivered when each of the undersigned has executed at least <br />one counterpart, but not necessarily the same counterpart, hereof. <br /> <br />4. The undersigned have executed this Certificate as of <br />~.A -~ , 1992. <br /> <br /> <br />~ Director <br /> <br />~NCZ ~ - <br /> <br />Dl.rector <br />