3.1 The number of directors shall be fixed from time to time exclusively by the Board of Directors
pursuant to an amendment
to this bylaw adopted by a majority of the total number of authorized
directors (whether or not there exists any vacancies in previously authorized directorships at the
time any such amendment
is presented to the Board of Directors for adoption). The authorized number
of directors shall decrease from six (6) to five (5) effectively immediately prior to the 2010
annual meeting of stockholders of the Company. Directors need not be stockholders.