<PAGE>   1
                                                                   EXHIBIT 3(ii)


                                     BYLAWS

                                       OF

                           ROCK FINANCIAL CORPORATION,
                             a Michigan corporation




<PAGE>   2


                                     BYLAWS

                                       OF

                           ROCK FINANCIAL CORPORATION,
                             a Michigan corporation

                                TABLE OF CONTENTS

                                                                       Page

ARTICLE 1 - OFFICES..................................................   1
  1.1        Registered Office.......................................   1
  1.2        Other Offices...........................................   1


ARTICLE 2 - MEETINGS OF SHAREHOLDERS.................................   1
  2.1        Time and Place..........................................   1
  2.2        Annual Meetings.........................................   1
  2.3        Special Meetings........................................   1
  2.4        Notice of Meetings......................................   1
  2.5        List of Shareholders....................................   1
  2.6        Quorum; Adjournment.....................................   2
  2.7        Voting..................................................   2
  2.8        Proxies.................................................   2
  2.9        Questions Concerning Elections..........................   2
  2.10       Telephonic Attendance...................................   2
  2.11       Action by Written Consent...............................   2


ARTICLE 3 - DIRECTORS................................................   3
 3.1         Number and Residence....................................   3
 3.2         Classification, Election and Term.......................   3
 3.3         Resignation.............................................   3
 3.4         Removal.................................................   3
 3.5         Nominations for Director................................   3
 3.6         Vacancies...............................................   4
 3.7         Place of Meetings.......................................   4
 3.8         Annual Meetings.........................................   4
 3.9         Regular Meetings........................................   5
 3.10        Special Meetings........................................   5
 3.11        Quorum..................................................   5
 3.12        Voting..................................................   5
 3.13        Telephonic Participation................................   5
 3.14        Action by Written Consent...............................   5
 3.15        Committees..............................................   5
 3.16        Compensation............................................   6


                                        i
<PAGE>   3


ARTICLE 4 - OFFICERS.................................................   6
 4.1         Officers and Agents.....................................   6
 4.2         Compensation............................................   7
 4.3         Term....................................................   7
 4.4         Removal.................................................   7
 4.5         Resignation.............................................   7
 4.6         Vacancies...............................................   7
 4.7         Chairperson of the Board................................   7
 4.8         Chief Executive Officer.................................   7
 4.9         President...............................................   7
 4.10        Executive Vice Presidents and Vice Presidents...........   8
 4.11        Secretary...............................................   8
 4.12        Treasurer...............................................   8
 4.13        Assistant Vice Presidents, Secretaries and Treasurers...   8
 4.14        Execution of Contracts and Instruments..................   9
 4.15        Voting of Shares and Securities of Other Corporations
             and Entities............................................   9


ARTICLE 5 - NOTICES AND WAIVERS OF NOTICE............................   9
 5.1         Delivery of Notices.....................................   9
 5.2         Waiver of Notice .......................................   9


ARTICLE 6 - SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD............  10
 6.1         Certificates for Shares.................................  10
 6.2         Lost or Destroyed Certificates..........................  10
 6.3         Transfer of Shares......................................  10
 6.4         Record Date.............................................  10
 6.5         Registered Shareholders.................................  11


ARTICLE 7 - INDEMNIFICATION..........................................  11


ARTICLE 8 - GENERAL PROVISIONS.......................................  12
 8.1         Checks and Funds........................................  12
 8.2         Fiscal Year.............................................  12
 8.3         Corporate Seal..........................................  12
 8.4         Books and Records.......................................  12
 8.5         Financial Statements....................................  12


ARTICLE 9 - AMENDMENTS...............................................  12


ARTICLE 10 -CONTROL SHARE ACQUISITIONS...............................  13

ARTICLE 11 -SCOPE OF BYLAWS..........................................  13


                                       ii

<PAGE>   4




                           ROCK FINANCIAL CORPORATION,
                             a Michigan corporation

                               ARTICLE I - OFFICES

     1.1  Registered Office. The registered office of the Corporation shall be
located at such place in Michigan as the Board of Directors from time to time
determines.

     1.2  Other Offices. The Corporation may also have offices or branches at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.

                      ARTICLE 2 - MEETINGS OF SHAREHOLDERS

     2.1  Time and Place. All meetings of the shareholders shall be held at such
place and time as the Board of Directors determines.

     2.2  Annual Meetings. An annual meeting of shareholders shall be held on a
date, not later than 180 days after the end of the immediately preceding fiscal
year, to be determined by the Board of Directors. At the annual meeting, the
shareholders shall elect directors and transact such other business as is
properly brought before the meeting and described in the notice of meeting. If
the annual meeting is not held on its designated date, the Board of Directors
shall cause it to be held as soon thereafter as convenient.

     2.3  Special Meetings. Special meetings of the shareholders, for any
purpose, (a) may be called by the Corporation's chief executive officer or the
Board of Directors, and (b) shall be called by the President or Secretary upon
written request (stating the purpose for which the meeting is to be called) of
the holders of a majority of all the shares entitled to vote at the meeting.

     2.4  Notice of Meetings. Written notice of each shareholders' meeting,
stating the place, date and time of the meeting and the purposes for which the
meeting is called, shall be given (in the manner described in Section 5.1 below)
not less than 10 nor more than 60 days before the date of the meeting to each
shareholder of record entitled to vote at the meeting. Notice of adjourned
meetings is governed by Section 2.6 below.

     2.5  List of Shareholders. The officer or agent who has charge of the
stock transfer books for shares of the Corporation shall make and certify a
complete list of the shareholders entitled to vote at a shareholders' meeting or
any adjournment of the meeting. The list shall be arranged alphabetically within
each class and series and shall show the address of, and the number of shares
held by, each shareholder. The list shall be produced at the time and place of
the meeting and may be inspected by any shareholder at any time during the
meeting.

                                       1
<PAGE>   5


     2.6  Quorum, Adjournment. At all shareholders' meetings, the shareholders
present in person or represented by proxy who, as of the record date for the
meeting, were holders of shares entitled to cast a majority of the votes at the
meeting, shall constitute a quorum. Once a quorum is present at a meeting, all
shareholders present in person or represented by proxy at the meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Regardless of whether a quorum
is present, a shareholders' meeting may be adjourned to another time and place
by a vote of the shares present in person or by proxy without notice other than
announcement at the meeting; provided, that (a) only such business may be
transacted at the adjourned meeting as might have been transacted at the
original meeting and (b) if the adjournment is for more than 60 days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting must be given to each shareholder of record entitled to
vote at the meeting.

     2.7  Voting. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder and on each matter submitted to a vote. A vote may be
cast either orally or in writing. When an action, other than the election of
directors, is to be taken by vote of the shareholders, it shall be authorized by
a majority of the votes cast by the holders of shares entitled to vote on such
action. Directors shall be elected by a plurality of the votes cast at any
election.

     2.8  Proxies. A shareholder entitled to vote at a meeting of shareholders
or to express consent or dissent without a meeting may authorize other persons
to act for him or her by proxy. Each proxy shall be in writing and signed by the
shareholder or the shareholder's authorized agent or representative. A proxy is
not valid after the expiration of three years after its date unless otherwise
provided in the proxy.

     2.9  Questions Concerning Elections. The Board of Directors may, in advance
of the meeting, or the presiding officer may, at the meeting, appoint one or
more inspectors to act at a shareholders' meeting or any adjournment thereof. If
appointed, the inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.

     2.10 Telephonic Attendance. Shareholders may participate in any
shareholders' meeting by means of conference telephone or similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants. All participants shall be advised of the
communications equipment and the names of the participants in the conference
shall be divulged to all participants. Participation in a meeting pursuant to
this Section 2.10 constitutes presence in person at such meeting.

     2.11 Action by Written Consent. To the extent permitted by the Articles of
Incorporation or applicable law, any action required or permitted to be taken at
any shareholders'

                                       2


<PAGE>   6


meeting may be taken without a meeting, prior notice and a vote, by written
consent of shareholders.

                              ARTICLE 3 - DIRECTORS

     3.1  Number and Residence. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors consisting of
not less than three nor more than fifteen directors, the exact number of
directors to be determined from time to time solely by a resolution adopted by
an affirmative vote of a majority of the directors then in office. Directors
need not be Michigan residents or shareholders of the Corporation.

     3.2  Classification, Election and Term. The directors shall be divided into
three classes, designated Class 1, Class II and Class 111. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the 1998 Annual Meeting
of Shareholders, Class I directors shall be elected for a one-year term, Class
11 directors for a two-year term and Class III directors for a three-year term.
At each succeeding Annual Meeting of Shareholders, commencing in 1999,
successors to the class of directors whose term expires at that annual meeting
shall be elected.  For a three-year term. Except as provided in Section 3.6
below, directors shall be elected at the annual shareholders' meeting. Each
director elected shall hold office until the meeting for the year in which his
or her term expires and until his or her successor is elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

     If the number of directors is changed, any increase or decrease shall be
apportioned among the classes of directors so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
When the number of directors is increased by the Board of Directors and any
newly-created directorships are filled by the Board, the additional directors
shall be classified as provided by the Board.

     3.3  Resignation. A director may resign by written notice to the
Corporation. A director's resignation is effective upon its receipt by the
Corporation or a later time set forth in the notice of resignation.

     3.4  Removal. A director or the entire Board of Directors may be removed,
only for cause, by vote of the holders of a majority of the shares entitled to
vote at an election of directors.

     3.5  Nominations for Director. Except as provided in Section 3.6, only
persons who are nominated in accordance with the procedures set forth in this
Section 3.5 shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of shareholders by or at the direction of the Board of Directors or by
any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 3.5. Such

                                        3


<PAGE>   7


nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to,
or mailed and received at, the principal executive offices of the Corporation
not less than 60 days nor more than 90 days before the meeting; provided, that
if less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director, (1) the name, age, business, address and residence
address of such person, (2) the principal occupation or employment of such
person, (3) the class and number of shares of the Corporation which are
beneficially owned by such person and (4) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including each such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the shareholder giving the
notice (1) the name and address, as they appear on the Corporation's books, of
such shareholder and (2) the class and number of shares of the Corporation which
are beneficially owned by such shareholder. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee. The
presiding officer of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and if the presiding officer should so
determine, the presiding officer shall so declare to the meeting and the
defective nominations shall be disregarded.

     3.6  Vacancies. Newly-created directorships resulting from an increase in
the number of directors and any vacancy on the Board of Directors may be filled
only by the Board by an affirmative vote of a majority of the directors then in
office. If the number of directors then in office is less than a quorum, such
newly-created directorships and vacancies may be filled by a majority of the
directors then in office, although less than a quorum, or by the sole remaining
director. A director elected by the Board of Directors to fill a vacancy shall
hold office until the next election of the class for which the director shall
have been chosen and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

     3.7  Place of Meetings. The Board of Directors may hold meetings at any
location. The location of annual and regular Board of Directors' meetings shall
be determined by the Board and the location of special meetings shall be
determined by the person calling the meeting.

     3.8  Annual Meeting. Each newly elected Board of Directors may meet
promptly after the annual shareholders' meeting for the purposes of electing
officers and transacting such other business as may properly come before the
meeting. No notice of the annual directors' meeting shall be necessary to the
newly elected directors in order to legally constitute the meeting, provided a
quorum is present.

                                        4


<PAGE>   8


     3.9  Regular Meetings. Regular meetings of the Board of Directors or Board
committees may be held without notice at such places and times as the Board or
committee determines at least 30 days before the date of the meeting.

     3.10 Special Meetings. Special meetings of the Board of Directors may be
called by the chief executive officer, and shall be called by the President or
Secretary upon the written request of two directors, on two days notice to each
director or committee member by mail or 24 hours notice by any other means
provided in Section 5.1. The notice must specify the place, date and time of
the special meeting, but need not specify the business to be transacted at, nor
the purpose of, the meeting. Special meetings of Board committees may be called
by the Chairperson of the committee or a majority of committee members pursuant
to this Section 3.10.

     3.11 Quorum. At all meetings of the Board or a Board committee, a majority
of the directors then in office, or of members of such committee, constitutes a
quorum for transaction of business, unless a higher number is otherwise required
by the Articles of Incorporation, these Bylaws or the Board resolution
establishing such Board committee. If a quorum is not present at any Board or
Board committee meeting, a majority of the directors present at the meeting may
adjourn the meeting to another time and place without notice other than
announcement at the meeting. Any business may be transacted at the adjourned
meeting which might have been transacted at the original meeting, provided a
quorum is present.

     3.12 Voting. The vote of a majority of the members present at any Board or
Board committee meeting at which a quorum is present constitutes the action of
the Board of Directors or of the Board committee, unless a higher vote is
otherwise required by the Michigan Business Corporation Act, the Articles of
Incorporation, these Bylaws, or the Board resolution establishing the Board
committee.

     3.13 Telephonic Participation. Members of the Board of Directors or any
Board committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with each other.
Participation in a meeting pursuant to this Section 3.13 constitutes presence in
person at such meeting.

     3.14 Action by Written Consent. Any action required or permitted to be
taken under authorization voted at a Board or Board committee meeting may be
taken without a meeting if, before or after the action, all members of the Board
then in office or of the Board committee consent to the action in writing. Such
consents shall be filed with the minutes of the proceedings of the Board or
committee and shall have the same effect as a vote of the Board or committee for
all purposes.

     3.15 Committees. The Board of Directors may, by resolution passed by a
majority of the directors then in office, designate one or more committees, each
consisting of one or more directors. The Board may designate one or more
directors as alternate members of a committee, who may replace an absent or
disqualified member at a committee meeting. In the absence or disqualification
of a member of a committee, the committee members present and not

                                       5
<PAGE>   9


disqualified from voting, regardless of whether they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of such absent or disqualified member. Any committee, to the
extent provided in the resolution of the Board, may exercise all powers and
authority of the Board of Directors in management of the business and affairs of
the Corporation, except a committee does not have power or authority to:

               (a) Amend the Articles of Incorporation.

               (b) Adopt an agreement of merger or share exchange.

               (c) Recommend to shareholders the sale, lease or exchange of all
          or substantially all of the Corporation's property and assets.

               (d) Recommend to shareholders a dissolution of the Corporation or
          a revocation of a dissolution.

               (e) Amend the Bylaws of the Corporation.

               (f) Fill vacancies in the Board.

               (g) Unless the resolution designating the committee or a later
          Board of Directors' resolution expressly so provides, declare a
          distribution or dividend or authorize the issuance of shares.

Each committee and its members shall serve at the pleasure of the Board, which
may at any time change the members and powers of, or discharge, the committee.
Each committee shall keep regular minutes of its meetings and report them to the
Board of Directors when required.

     3.16 Compensation. The Board, by affirmative vote of a majority of
directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of directors for services to the
Corporation as directors, officers or members of a Board committee. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation for such service.

                              ARTICLE 4 - OFFICERS

     4.1 Officers and Agents. The Board of Directors, at its first meeting
after each annual meeting of shareholders, shall elect a President, a Secretary
and a Treasurer, and may also elect and designate as officers a Chairperson of
the Board, a Vice Chairperson of the Board and one or more Executive Vice
Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers. The Board of Directors may also from time to time
appoint, or delegate authority to the Corporation's chief executive officer to
appoint, such other officers and agents as it deems advisable. The Chairperson
of the Board and Vice Chairperson of the Board, if such offices are filled, may
be officers of the Corporation or may be Directors

                                        6


<PAGE>   10


who are not officers of the Corporation, as designated by the Board of
Directors. In the absence of such designation, the Chairperson of the Board and
Vice Chairperson of the board, if such officer are filled, shall be Directors
who are not officers of the Corporation. Any number of offices may be held by
the same person, but an officer shall not execute, acknowledge or verify an
instrument in more than one capacity if the instrument is required by law to be
executed, acknowledged or verified by two or more officers. An officer has such
authority and shall perform such duties in the management of the Corporation as
provided in these Bylaws, or as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws, and as generally pertain to their
offices, subject to the control of the Board of Directors.

     4.2  Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

     4.3  Term. Each officer of the Corporation shall hold office for the term
for which he or she is elected or appointed and until his or her successor is
elected or appointed and qualified, or until his or her death, resignation or
removal. The election or appointment of an officer does not, by itself, create
contract rights.

     4.4  Removal. An officer elected or appointed by the Board of Directors may
be removed by the Board of Directors with or without cause. The removal of an
officer shall be without prejudice to his or her contract rights, if any.

     4.5  Resignation. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

     4.6  Vacancies. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

     4.7  Chairperson of the Board. The Chairperson of the Board, if such office
is filled, shall be a director and shall preside at all shareholders' and Board
of Directors' meetings.

     4.8  Chief Executive Officer. The Chairperson of the Board, if any, or the
President, as designated by the Board, shall be the chief executive officer of
the Corporation and shall have the general powers of supervision and management
of the business and affairs of the Corporation usually vested in the chief
executive officer of a corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. If no designation of chief
executive officer is made, or if there is no Chairperson of the Board, the
President shall be the chief executive officer. The chief executive officer may
delegate to the other officers such of his or her authority and duties at such
time and in such manner as he or she deems advisable.

     4.9  President. If the office of Chairperson of the Board is not filled,
the President shall perform the duties and execute the authority of the
Chairperson of the Board. If the Chairperson of the Board is designated by the
Board as the Corporation's chief executive officer, the President shall be the
chief operating officer of the Corporation, shall assist the Chairperson of the
Board in the supervision and management of the business and affairs of the
Corporation

                                        7


<PAGE>   11


and, in the absence of the Chairperson of the Board, shall preside at all
shareholders' and Board of Directors' meetings. The President may delegate to
the officers other than the Chairperson of the Board, if any, such of his or her
authority and duties at such time and in such manner as he or she deems
appropriate.

     4.10 Executive Vice Presidents and Vice Presidents. The Executive Vice
Presidents and Vice Presidents shall assist and act under the direction of the
Corporation's chief executive officer, unless otherwise determined by the Board
of Directors or the chief executive officer. The Board of Directors may
designate one or more Executive Vice Presidents and may grant other Vice
Presidents titles which describe their functions or specify their order of
seniority. In the absence or disability of the President, the authority of the
President shall descend to the Executive Vice Presidents or, if there are none,
to the Vice Presidents in the order of seniority indicated by their titles or
otherwise specified by the Board. If not specified by their titles or the Board,
the authority of the President shall descend to the Executive Vice Presidents
or, if there are none, to the Vice Presidents, in the order of their seniority
in such office.

     4.11 Secretary. The Secretary shall act under the direction of the
Corporation's chief executive officer and President. The Secretary shall attend
all shareholders' and Board of Directors' meetings, record minutes of the
proceedings and maintain the minutes and all documents evidencing corporate
action taken by written consent of the shareholders and Board of Directors in
the Corporation's minute books. The Secretary shall perform these duties for
Board committees when required. The Secretary shall see to it that all notices
of shareholders' meetings and special Board of Directors' meetings are duly
given in accordance with applicable law, the Articles of Incorporation and these
Bylaws. The Secretary shall have custody of the Corporation's seal and, when
authorized by the Corporation's chief executive officer, President or the Board
of Directors, shall affix the seal to any instrument requiring it and attest
such instrument.

     4.12 Treasurer. The Treasurer shall act under the direction of the
Corporation's chief executive officer and President. The Treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of the Corporation's assets, liabilities, receipts and disbursements in
books belonging to the Corporation. The Treasurer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Corporation's
chief executive officer, the President or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Corporation's chief
executive officer, the President and the Board of Directors (at its regular
meetings or whenever they request it) an account of all his or her transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his or her duties in such amount and with such surety as
the Board prescribes.

     4.13 Assistant Vice Presidents, Secretaries and Treasurers. The Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers, if any, shall
act under the direction of the Corporation's chief executive officer, the
President and the officer they assist. In the order of their seniority, the
Assistant Secretaries shall, in the absence or disability of the Secretary,

                                       8
<PAGE>   12




perform the duties and exercise the authority of the Secretary. The Assistant
Treasurers, in the order of their seniority, shall, in the absence or disability
of the Treasurer, perform the duties and exercise the authority of the
Treasurer.

     4.14 Execution of Contracts and Instruments. The Board of Directors may
designate an officer or agent with authority to execute any contract or other
instrument on the Corporation's behalf; the Board may also ratify or confirm any
such execution. If the Board authorizes, ratifies or confirms the execution of a
contract or instrument without specifying the authorized executing officer or
agent, the Corporation's chief executive officer, the President, any Executive
Vice President or Vice President or the Treasurer may execute the contract or
instrument in the name and on behalf of the Corporation and may affix the
corporate seal to such document or instrument.

     4.15 Voting of Shares and Securities of Other Corporations and Entities.
Unless the Board of Directors otherwise directs, the Corporation's chief
executive officer shall be entitled to vote or designate a proxy to vote all
shares and other securities which the Corporation owns in any other corporation
or entity.

                    ARTICLE 5 - NOTICES AND WAIVERS OF NOTICE

     5.1 Delivery of Notices. All written notices to shareholders, directors and
Board committee members shall be given personally or by mail (registered,
certified or other first class mail, with postage pre-paid), addressed to such
person at the address designated by him or her for that purpose or, if none is
designated, at his or her last known address. Written notices to directors or
Board committee members may also be delivered at his or her office on the
Corporation's premises, if any, or by overnight carrier, telegram, telex,
telecopy, radiogram, cablegram, facsimile, computer transmission or similar form
of communication, addressed to the address referred to in the preceding
sentence. Notices given pursuant to this Section 5.1 shall be deemed to be given
when dispatched, or, if mailed, when deposited in a post office or official
depository under the exclusive care and custody of the United States postal
service. Notices given by overnight carrier shall be deemed "dispatched" at
10:00 a.m. on the day the overnight carrier is reasonably requested to deliver
the notice. The Corporation shall have no duty to change the written address of
any director, Board committee member or shareholder unless the Secretary
receives written notice of such address change.

     5.2 Waiver of Notice. Action may be taken without a required notice and
without lapse of a prescribed period of time, if at any time before or after the
action is completed the person entitled to notice or to participate in the
action to be taken or, in the case of a shareholder, his or her
attorney-in-fact, submits a signed waiver of the requirements, or if such
requirements are waived in such other manner permitted by applicable law.
Neither the business to be transacted at, nor the purpose of, the meeting need
be specified in the written waiver of notice. Attendance at any shareholders'
meeting (in person or by proxy) will result in both of the following:

                                       9


<PAGE>   13


               (a) Waiver of objection to lack of notice or defective notice of
          the meeting, unless the shareholder at the beginning of the meeting
          objects to holding the meeting or transacting business at the meeting.

               (b) Waiver of objection to consideration of a particular matter
          at the meeting that is not within the purpose or purposes described in
          the meeting notice, unless the shareholder objects to considering the
          matter when it is presented.

A director's attendance at or participation in any Board or Board committee
meeting waives any required notice to him or her of the meeting unless he or
she, at the beginning of the meeting or upon his or her arrival, objects to the
meeting or the transacting of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting.

           ARTICLE 6 - SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD

     6.1  Certificates for Shares. The shares of the Corporation shall be
represented by certificates signed by the Chairperson of the Board,
Vice-chairperson of the Board, President or a Vice-president. The certificates
also may be signed by another officer of the Corporation. The officers'
signatures may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation or its employee.
If any officer who has signed or whose facsimile signature has been placed upon
a certificate ceases to be such officer before the certificate is issued, it may
be issued by the Corporation with the same effect as if the person were such
officer at the date of issue.

     6.2  Lost or Destroyed Certificates. The Board of Directors may direct or
authorize an officer to direct that a new certificate for shares be issued in
place of any certificate alleged to have been lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors or officer
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner (or the owner's legal representative) of such lost or
destroyed certificate to give the Corporation an affidavit claiming that the
certificate is lost or destroyed or a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to such old or new certificate.

     6.3  Transfer of Shares. Shares of the Corporation are transferable only on
the Corporation's stock transfer books upon surrender to the Corporation or its
transfer agent of a certificate for the shares, duly endorsed for transfer, and
the presentation of such evidence of ownership and validity of the transfer as
the Corporation requires.

     6.4  Record Date. The Board of Directors may fix, in advance, a date as the
record date for determining shareholders for any purpose, including determining
shareholders entitled to (a) notice of, and to vote at, any shareholders'
meeting or any adjournment of such meeting; (b) express consent to, or dissent
from, a proposal without a meeting; or (c) receive payment of a share dividend
or distribution or allotment of a right. The record date shall not be more than
60 nor less than 10 days before the date of the meeting, nor more than 10 days
after the Board

                                       10

<PAGE>   14
resolution fixing a record date for determining shareholders entitled to express
consent to, or dissent from, a proposal without a meeting, nor more than 60 days
before any other action.

    If a record date is not fixed:

          (a) the record date for determining the shareholders entitled to
     notice of, or to vote at, a shareholders' meeting shall be the close of
     business on the day next preceding the day on which notice of the meeting
     is given, or, if no notice is given, the close of business on the day next
     preceding the day on which the meeting is held; and

          (b) if prior action by the Board of Directors is not required with
     respect to the corporate action to be taken without a meeting, the record
     date for determining shareholders entitled to express consent to, or
     dissent from, a proposal without a meeting, shall be the first date on
     which a signed written consent is properly delivered to the Corporation;
     and

          (c) the record date for determining shareholders for any other purpose
     shall be the close of business on the day on which the resolution of the
     Board of Directors relating to the action is adopted.

     A determination of shareholders of record entitled to notice of, or to vote
at, a shareholders' meeting shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date for the adjourned meeting.

     Only shareholders of record on the record date shall be entitled to notice
of, or to participate in, the action to which the record date relates,
notwithstanding any transfer of shares on the Corporation's books after the
record date. This Section 6.4 shall not affect the rights of a shareholder and
the shareholder's transferor or transferee as between themselves.

     6.5 Registered Shareholders. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of a share
for all purposes, including notices, voting, consents, dividends and
distributions, and shall not be bound to recognize any other person's equitable
or other claim to interest in such share, regardless of whether it has actual or
constructive notice of such claim or interest.

                           ARTICLE 7 - INDEMNIFICATION

     The Corporation shall, to the fullest extent authorized or permitted by the
Michigan Business Corporation Act, (a) indemnify any person, and his or her
heirs, personal representatives, executors, administrators and legal
representatives, who was, is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, member or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise (collectively, "Covered Matters"); and (b)
pay or



                                       11
<PAGE>   15

reimburse the reasonable expenses incurred by such person and his or her heirs,
executors, administrators and legal representatives in connection with any
Covered Matter in advance of final disposition of such Covered Matter. The
Corporation may provide such other indemnification to directors, officers,
employees and agents by insurance, contract or otherwise as is permitted by law
and authorized by the Board of Directors.

                         ARTICLE 8 - GENERAL PROVISIONS

     8.1 Checks and Funds. All checks, drafts or demands for money and notes of
the Corporation must be signed by such officer or officers or such other person
or persons as the Board of Directors from time to time designates. All funds of
the Corporation not otherwise employed shall be deposited or used as the Board
of Directors from time to time designates.

     8.2 Fiscal Year. The fiscal year of the Corporation shall end on such date
as the Board of Directors from time to time determines.

     8.3 Corporate Seal. The Board of Directors may adopt a corporate seal for
the Corporation. The corporate seal, if adopted, shall be circular and contain
the name of the Corporation and the words "Corporate Seal Michigan". The seal
may be used by causing it or a facsimile of it to be impressed, affixed,
reproduced or otherwise.

     8.4 Books and Records. The Corporation shall keep within or outside of
Michigan books and records of account and minutes of the proceedings of its
shareholders, Board of Directors and Board committees, if any. The Corporation
shall keep at its registered office or at the office of its transfer agent
within or outside of Michigan records containing the names and addresses of all
shareholders, the number, class and series of shares held by each and the dates
when they respectively became recordholders of shares. Any of such books,
records or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.

     8.5 Financial Statements. The Corporation shall cause to be made and
distributed to its shareholders, within four months after the end of each fiscal
year, a financial report (including a statement of income, year-end balance
sheet, and, if prepared by the Corporation, its statement of sources and
application of funds) covering the preceding fiscal year of the Corporation.

                             ARTICLE 9 - AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
action of either the shareholders or a majority of the Board of Directors then
in office. The Articles of Incorporation or these Bylaws may from time to time
specify particular provisions of the Bylaws which may not be altered or repealed
by the Board of Directors.

                                       12


<PAGE>   16

                    ARTICLE 10 - CONTROL SHARE ACQUISITIONS

     Pursuant to Section 794 of the Michigan Business Corporation Act, Chapter
7B of the Michigan Business Corporation Act (being Sections 790 through 799 of
the Michigan Business Corporation Act or any successor provisions) does not
apply to control share acquisitions of shares of the Corporation.

                          ARTICLE 11 - SCOPE OF BYLAWS

     These Bylaws govern the regulation and management of the affairs of the
Corporation to the extent that they are consistent with applicable law and the
Articles of Incorporation; to the extent they are not consistent, applicable law
and the Articles of Incorporation shall govern.











                                       13