Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 19, 2012, the Board of Directors amended Section 7 of Article III of the Company's By-Laws to provide that the presence of a majority of the entire Board of Directors is necessary to constitute a quorum at meetings of the Board.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Shareholders of the Company was held on September 19, 2012.

At the meeting, shareholders holding an aggregate of 4,515,277 shares of Common Stock, par value $.10, of the Company out of a total of 5,996,212 shares outstanding and entitled to vote, were present in person or represented by proxy.

At the meeting, the following named persons were reelected directors of the Company in Class I by the final votes set forth opposite their names, to hold office until the 2015 Annual Meeting of Shareholders and until their successors are elected and qualified:

Name Votes For Votes Withheld Edward B. Cloues, II 4,476,583 38,694 Jonathan B. Weller 4,476,833 38,444

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description
3(a) Amendment of Section 7 of Article III of the By-Laws.