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Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the Shareholders as provided in <br /> Section 1 of this ARTICLE IX, to adopt, amend, or repeal Bylaws, Bylaws may be adopted, amended, <br /> or repealed by the Board of Directors, provided, however, that the Board of Directors may adopt a <br /> Bylaw or amendment of a Bylaw changing the authorized number of directors only for the purpose of <br /> fixing the exact number of directors within the limits specified in the Articles of Incorporation or in <br /> Section 2 of ARTICLE III of these Bylaws. <br /> -19- <br />