<PAGE>   1
                                                                    EXHIBIT 3(b)



                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          MALAN REALTY INVESTORS, INC.






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                                                     Effective September 7, 1999

                                      INDEX

                                       TO

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          MALAN REALTY INVESTORS, INC.
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Article I - MEETINGS OF SHAREHOLDERS

        Section 1.01            Place of Meetings.................................................................1
        Section 1.02            Annual Meeting....................................................................1
        Section 1.03            Special Meetings..................................................................1
        Section 1.04            Notice of Meetings................................................................1
        Section 1.05            Waiver of Notice..................................................................2
        Section 1.06            Inspectors of Election............................................................2
        Section 1.07            Quorum and Adjournment............................................................2
        Section 1.08            Vote of Shareholders..............................................................2
        Section 1.09            Proxies...........................................................................3
        Section 1.10            Organization of Shareholders' Meetings............................................3

Article II - DETERMINATION OF VOTING, DIVIDEND, AND OTHER RIGHTS..................................................3

Article III - DIRECTORS

        Section 3.01            General Powers....................................................................3
        Section 3.02            Number, Qualifications, and Term of Office........................................3
        Section 3.03            Place of Meetings.................................................................4
        Section 3.04            Annual Meeting....................................................................4
        Section 3.05            Regular and Special Meetings......................................................4
        Section 3.06            Quorum and Manner of Action.......................................................4
        Section 3.07            Compensation......................................................................5
        Section 3.08            Removal of Directors..............................................................5
        Section 3.09            Resignations......................................................................5
        Section 3.10            Vacancies.........................................................................5
        Section 3.11            Organization of Board Meeting.....................................................5
        Section 3.12            Notice for Nominations and Proposals..............................................5

Article IV - COMMITTEES

        Section 4.01            Committees........................................................................6
        Section 4.02            Regular Meetings..................................................................6
        Section 4.03            Special Meetings..................................................................7
        Section 4.04            Quorum and Manner of Action.......................................................7
        Section 4.05            Records...........................................................................7
        Section 4.06            Vacancies.........................................................................7
</TABLE>




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<TABLE>
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Article V - OFFICERS

        Section 5.01            Officers..........................................................................7
        Section 5.02            Term of Office and Resignation....................................................7
        Section 5.03            Removal of Elected Officers.......................................................8
        Section 5.04            Vacancies.........................................................................8
        Section 5.05            Compensation......................................................................8
        Section 5.06            The President.....................................................................8
        Section 5.07            The Chief Financial Officer.......................................................8
        Section 5.08            The Vice President................................................................8
        Section 5.09            The Secretary.....................................................................8
        Section 5.10            The Treasurer.....................................................................9

Article VI - INDEMNIFICATION

        Section 6.01            Indemnification...................................................................9
        Section 6.02            Advancement of Expenses...........................................................9
        Section 6.03            Indemnification:  Insurance.......................................................9
        Section 6.04            Indemnification:  Constituent Corporations........................................9

Article VII - SHARE CERTIFICATES

        Section 7.01            Form; Signature..................................................................10
        Section 7.02            Transfer Agents and Registrars...................................................10
        Section 7.03            Transfers of Shares..............................................................10
        Section 7.04            Registered Shareholders..........................................................10
        Section 7.05            Lost Certificates................................................................10

Article VIII - MISCELLANEOUS

        Section 8.01            Fiscal Year......................................................................11
        Section 8.02            Signatures on Negotiable Instruments.............................................11
        Section 8.03            Dividends........................................................................11
        Section 8.04            Reserves.........................................................................11
        Section 8.05            Seal.............................................................................11
        Section 8.06            Corporation Offices..............................................................11

Article IX - AMENDMENTS

        Section 9.01            Power to Amend...................................................................11
</TABLE>




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                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          MALAN REALTY INVESTORS, INC.



                            MEETINGS OF SHAREHOLDERS


Section 1.01.  PLACE OF MEETINGS.

     Annual and special meetings of the shareholders shall be held at such place
within or outside the State of Michigan as may be fixed from time to time by the
board of directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 1.02.  ANNUAL MEETING.

     The annual meeting of the shareholders for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held on such date as the President or the board of directors
shall designate, and at such hour as may be named, in the notice of said
meeting. If the election of directors shall not be held on the date so
designated for any annual meeting or at any adjournment of such meeting, the
board of directors shall cause the election to be held at a special meeting as
soon thereafter as it conveniently may be held.

Section 1.03.  SPECIAL MEETINGS.

     A special meeting of the shareholders may be called at any time and for any
purposes by the President, a majority of the directors then in office, or by a
shareholder or shareholders holding of record at least fifty one percent (51%)
of the outstanding capital stock of the corporation entitled to vote at such
meeting.

Section 1.04.  NOTICE OF MEETINGS.

     A written notice of the place, date, hour, and purposes of each meeting,
whether annual or special, and any adjournment thereof, shall be given
personally or by mail to each shareholder entitled to vote thereat at least ten
(l0) but not more than sixty (60) days prior to the meeting unless a shorter
time is provided by the Michigan Business Corporation Act and is fixed by the
board of directors. The notice of any special meeting shall also state by or at
whose direction it is being issued. If, at any meeting, whether annual or
special, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling requirements of law to receive payment for their shares,
the notice of such meeting shall include a statement of that purpose and to that
effect. If any notice, as provided in this Section 1.04 is mailed, it shall be
directed to the shareholder in a postage prepaid envelope at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.


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Section 1.05.  WAIVER OF NOTICE.

     Notice of meeting need not be given to any shareholder who submits a waiver
of notice, signed in person or by proxy, whether before, at or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
shall constitute a waiver of notice by him except when the shareholder attends
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

Section 1.06.  INSPECTORS OF ELECTION.

     The board of directors, or any officer or officers duly authorized by the
board of directors, in advance of any meeting of shareholders, may appoint one
or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at the meeting may, and on
the request of any shareholder entitled to vote thereat shall, appoint one or
more inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the board of directors in advance
of the meeting or at the meeting by the chairman of the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. 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 all challenges and questions arising in connection with the right to
vote, count and tabulate all 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. On request of the person presiding at the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any facts or matters found or determined by them and execute a
certificate with respect thereto.

Section 1.07.  QUORUM AND ADJOURNMENT.

     At all meetings of shareholders, except as otherwise provided by statute or
the articles of incorporation, the holders of a majority of the shares entitled
to vote thereat, present in person or by proxy, shall be necessary and
sufficient, to constitute a quorum for the transaction of business. The
shareholders present in person or by proxy at any of such meetings at which a
quorum is initially present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. By a vote of the majority of shareholders present, in person or by
proxy, whether or not a quorum is present, the meeting may, from time to time,
be adjourned, by resolution to another place and time, for a period not
exceeding thirty (30) days in any one case. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.

Section 1.08.  VOTE OF SHAREHOLDERS.

     Each shareholder having the right to vote shall be entitled at every
meeting of shareholders to one (1) vote for every share having voting power
standing in his name on the record date of shareholders fixed by the board of
directors pursuant to Article II of these by-laws. All elections of directors
shall be by a plurality vote of the shareholders entitled to vote at such
meeting of shareholders. Whenever any corporate action is to be taken by vote,
other than the election of directors, it shall, except as otherwise required by
statute, by the articles of incorporation, or by these by-laws, be authorized by
a majority of the votes cast by such holders present in person or by proxy and
entitled to vote, a quorum being present as provided in Section 1.07.




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Section 1.09.  PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy. Every proxy must be in writing and signed by
the shareholder or his attorney-in-fact. No proxy shall be valid after the
expiration of three (3) years from the date thereof unless otherwise provided in
the proxy.

Section 1.10.  ORGANIZATION OF SHAREHOLDERS' MEETINGS.

     At every meeting of the shareholders, the President, or in his absence, a
Vice President, or in the absence of the Chairman of the Board, the President
and Vice President, a chairman chosen by a majority in interest of the
shareholders of the corporation present in person or by proxy and entitled to
vote, shall act as chairman; and the Secretary, or in his absence any person
appointed by the chairman, shall act as secretary.


                                   Article II

                            DETERMINATION OF VOTING,
                           DIVIDEND, AND OTHER RIGHTS


     For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, or for the purpose of any other action,
the board of directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than sixty (60)
nor less than ten (10) days before the date of any such meeting, nor more than
thirty (30) days prior to any other action. If a record date is so fixed, such
shareholders and only such shareholders as shall be shareholders of record on
that date so fixed shall be entitled to notice of, and to vote at, such meeting
and any adjournment thereof, or to express such consent or dissent, or to
receive payment of such dividend or such allotment of rights, or otherwise to be
recognized as shareholders for the purpose of any other action, notwithstanding
any transfer of any shares on the books of the corporation after any such record
date so fixed.


                                   Article III

                                    DIRECTORS


Section 3.01.  GENERAL POWERS.

     The business and all the powers of the corporation, and the stock,
property, and affairs of the corporation, except as otherwise provided by the
articles of incorporation, the by-laws, or by statute, shall be managed by the
board of directors.

Section 3.02.  NUMBER, QUALIFICATIONS, AND TERM OF OFFICE.

     The number of directors shall be not more than eleven (11) nor less than
three (3) but such number may be decreased or increased by amendment of these
by-laws by a majority in interest of the shareholders entitled to vote. The
first board shall consist of four (4) directors. Thereafter, within the limited
above specified, the number of directors may be determined, between annual
meetings of the shareholders, by resolution of the board of directors. At all
times a majority of the



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board of directors shall consist of Independent Directors (as that term
hereinafter is defined in this Section 3.02 of these by-laws). "Independent
Directors" shall mean an individual who is not an employee, officer or agent of
the Corporation. Except as otherwise provided by statute, the articles of
incorporation, or these by-laws, the directors, who need not be shareholders,
shall be elected at the annual meeting of the shareholders and shall hold office
for the period of one (1) year and until their successors shall be duly elected
and qualified, or until death, resignation, or removal.

Section 3.03.  PLACE OF MEETINGS.

     Meetings of the board of directors, annual or special, shall be held at any
place within or outside the State of Michigan as may from time to time be
determined by the board of directors.

Section 3.04.  ANNUAL MEETING.

     The board of directors shall meet as soon as practicable after each annual
election of directors for the purpose of organization, election of officers, and
the transaction of other business, on the same day and at the same place at
which the shareholders' meeting is held. Notice of such meeting need not be
given. Such meeting may be held at such other time and place as shall be
specified in a notice to be given as hereinafter provided for special meetings
of the board of directors, or according to consent and waiver of notice thereof
signed by all directors.


Section 3.05.  REGULAR AND SPECIAL MEETINGS.

     Regular (i.e., previously scheduled by action of the board of directors)
meetings of the board of directors may be held with or without notice. Special
meetings of the board of directors shall be held whenever called by any
director. Notice of any special meeting, and any adjournment thereof, stating
the place, date, hour and purpose of the meeting, shall be mailed to each
director, addressed to him at his residence or usual place of business, or shall
be sent to him at such place by mail, telegraph, cable, fax or radio, or be
delivered personally or by telephone, not later than forty-eight (48) hours
prior to the day on which the meeting is to be held. Notice of any meeting of
the board of directors need not be given to any director who submits a signed
waiver of notice before or after the meeting, or who attends the meeting without
protesting, either prior to or at the commencement of such meeting, the lack of
notice to him. Unless limited by statute, the articles of incorporation, these
by-laws, or the terms of the notice thereof, any and all business may be
transacted at any special meeting.

Section 3.06.  QUORUM AND MANNER OF ACTION.

      A majority of the directors in office at the time of any annual or special
meeting of the board of directors, present in person, shall be necessary and
sufficient to constitute a quorum for the transaction of business. Subject to
the provisions of the Articles of Incorporation, the vote of a majority of the
directors present at the time of such vote, if a quorum is present at the time
of such vote, shall be the act of the board of directors, except as otherwise
required by statute or the articles of incorporation. A majority of the
directors present, whether or not a quorum is present, may by resolution, from
time to time, adjourn any meeting to another place and time for a period not
exceeding thirty (30) days in any one case. If the directors shall severally
and/or collectively consent in writing to any act taken or to be taken by the
corporation, such action shall be valid corporate action as though it had been
authorized at a meeting of the board of directors.



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Section 3.07.  COMPENSATION.

     Each Independent Director shall be paid such directors' fees and fixed sums
and expenses for attendance at each annual, regular or special meeting of the
board of directors or committees of the board of directors as the board of
directors by resolution so determines; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

Section 3.08.  REMOVAL OF DIRECTORS.

     By a vote of the majority of all shares of stock outstanding and entitled
to vote, one or more or all of the directors may be removed from office for or
without cause.

Section 3.09.  RESIGNATIONS.

     Any director may resign at any time by giving written notice to the board
of directors, the President, or the Secretary of the corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 3.10.  VACANCIES.

     Any vacancies occurring on the board of directors by reason of death,
resignation, retirement, disqualification, removal, or an increase in the size
of the board of directors shall be temporarily filled by the board of directors
then in office (including a majority of the Independent Directors), even though
less than a quorum, provided that the membership requirements of Article VI of
the Corporation's Amended and Restated Articles of Incorporation and Section
3.02 of these By-Laws are at all times satisfied. Except as provided in the next
sentence, unless a successor director is elected by a vote of the shareholders,
any director elected by the board of directors to fill a vacancy temporarily
shall hold office for the unexpired portion of the term of his predecessor. If a
director is elected by the directors in order to fill a vacancy created as a
result of an increase in the size of the board of directors, then such director
shall have an initial term ending on the date of the next annual meeting of
shareholders provided that his successor shall have been duly elected and
qualified.

Section 3.11.  ORGANIZATION OF BOARD MEETING.

     At each meeting of the board of directors, the President, if he is a
director, or in his absence, a director chosen by a majority of the directors
present, shall act as chairman of the meeting. The Secretary, or in his absence,
any person appointed by the chairman, shall act as secretary of the meeting.

Section 3.12.  NOTICE FOR NOMINATIONS AND PROPOSALS.

     Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may be
made by the board of directors of the corporation or by any shareholder entitled
to vote in the election of directors generally. However, in order for a
shareholder to make any such nominations and/or proposals, he or she must give
written notice of his or her intent to make such nominations and/or proposals,
either by personal delivery or by United States Mail, postage prepaid, to the
Secretary of the corporation NOT LESS THAN SIXTY (60) DAYS NOR MORE THAN NINETY
(90) DAYS PRIOR TO THE DATE OF ANY SUCH MEETING. Each such notice given by a
shareholder with respect to nominations for the election of directors shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the




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meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, by the Board; and (e) the
consent of each nominee to serve as a director of the corporation if so elected.
In addition, the shareholder making such nomination shall promptly provide any
other information reasonably requested by the corporation about the shareholder
and/or the nominee.

     Each such notice given by the shareholder to the Secretary with respect to
business proposals to be brought before a meeting shall set forth in writing as
to each matter: (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting;
(ii) the name and address, as they appear on the corporation's books, of the
shareholder proposing such business; (iii) a representation that the shareholder
is a record holder of stock of the corporation; and (iv) any material interest
of the shareholder in such business. In addition, the shareholder making such
proposal shall promptly provide any other information reasonably requested by
the corporation about the shareholder and/or the proposal. Notwithstanding
anything in these By-Laws to the contrary, only such business shall be conducted
at the meeting as shall have been brought before the meeting by (a) or, at the
direction of, a majority of the Board, or (b) any shareholder of the corporation
who is entitled to vote with respect thereto and who complies with the notice
procedures set forth in this Section 3.12.

     The chairman of the annual or special meeting of shareholders may, if the
facts warrant, determine and declare that a nomination or proposal was not made
in accordance with the foregoing procedures. If the chairman determines that a
nomination or proposal was not made in accordance with the foregoing procedures,
the chairman may disregard the nomination or proposal.




                                   Article IV

                                   COMMITTEES


Section 4.01.  COMMITTEES.

     The corporation may have such committees as the board of directors shall by
resolution from time to time determine consisting of two or more directors
(provided that the membership of the Audit Committee shall consist only of
Independent Directors and the membership of any other committee shall consist of
not less than one Independent Director) which shall have such powers and
authority as designated by the board of directors.

Section 4.02.  REGULAR MEETINGS.

     Regular meetings of a committee shall be held without notice at such time
and at such place as shall from time to time be determined by resolution of the
committee. In case the day so determined shall be a legal holiday, such meeting
shall be held on the next succeeding day, not a legal holiday, at the same hour.


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<PAGE>   10
Section 4.03.  SPECIAL MEETINGS.

     Special meetings of a committee shall be held wherever called by the
chairman of the committee. Notice of any special meeting and any adjournment
thereof shall be delivered personally, by telephone or fax or mailed to each
member, addressed to him at his residence or usual place of business, or be sent
to him at such place by telegraph, or be delivered personally, by telephone, or
by fax, not later than the second (2nd) day before the day on which the meeting
is to be held. Notice of any meeting of a committee need not be given to any
member who submits a signed waiver of notice before or after the meeting, or who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. Unless limited by statute, the articles of incorporation,
these by-laws, or the terms of the notice thereof, any and all business may be
transacted at any special meeting of the committee.

Section 4.04.  QUORUM AND MANNER OF ACTION.

     A majority of the members of a committee in office at the time of any
regular or special meeting of the committee present in person shall constitute a
quorum for the transaction of business. The unanimous vote of the members shall
be the act of the committee. A majority of the members present, whether or not a
quorum is present, may adjourn any meeting to another time and place; and no
notice of an adjourned meeting need be given.

Section 4.05.  RECORDS.

     A committee shall keep minutes of its proceedings and shall submit the same
from time to time to the board of directors. The Secretary of the corporation,
or in his absence an assistant secretary, shall act as secretary to the
committee; or the committee may in its discretion appoint its own secretary.

Section 4.06.  VACANCIES.

     Any newly created memberships and vacancies occurring in a committee shall
be filled by resolution adopted by a majority of the entire board of directors,
provided that the membership requirements of Section 4.01 are at all times
satisfied.

                                    Article V

                                    OFFICERS


Section 5.01.  OFFICERS.

     The elected officers of the corporation shall be a President, a Chief
Financial Officer, a Secretary, a Treasurer, and, if the board of directors so
determines, one or more Vice Presidents. The Board of directors may also elect a
Chairman of the Board (also designated as "Chairman") who shall exercise all
powers and shall have such duties as may from time to time be assigned to him or
established by the board of directors. The board of directors may also appoint
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers and agents as may from time to time appear to be necessary or
advisable in the conduct of the affairs of the corporation. Any two or more
offices, whether elective or appointive, may be held by the same person, except
that an officer shall not execute, acknowledge or verify any instrument in more
than one capacity if the instrument is required by law or the articles of
incorporation or the by-laws to be executed, acknowledged or verified by two or
more officers.

Section 5.02.  TERM OF OFFICE AND RESIGNATION.

     So far as practicable, all elected officers shall be elected at the first
meeting of the board of directors following the annual meeting of shareholders
in each year and, except as otherwise hereinafter provided, shall hold office
until the first meeting of the board of directors following the next annual
meeting of shareholders and until their respective successors shall have been
elected or appointed and qualified. All other officers shall hold office during
the pleasure of the board of




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<PAGE>   11

directors. Any elected or appointed officer may resign at any time by giving
written notice to the board of directors, the President, the Chief Financial
Officer, or the Secretary of the corporation. Such resignation shall take effect
at the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 5.03.  REMOVAL OF ELECTED OFFICERS.

     Any officer may be removed at any time, with or without cause, by vote at
any meeting of the board of directors.

Section 5.04.  VACANCIES.

     If any vacancy shall occur in any office for any reason, the board of
directors may elect or appoint a successor to fill such vacancy for the
remainder of the term.

Section 5.05.  COMPENSATION.

     The compensation, if any, of all elected or appointed officers and agents
of the corporation shall be fixed by the board of directors.

Section 5.06.  THE PRESIDENT.

     The President shall be the Chief Executive Officer and, if he is a
director, preside at all meetings of the board of directors; and shall perform
such other duties as are usually ascribed to that office. The President shall
exercise any and all powers and perform any and all duties which are required by
the by-laws and which the board of directors may additionally confer upon him.

Section 5.07.  THE CHIEF FINANCIAL OFFICER.

     The Chief Financial Officer shall perform all necessary acts and duties in
connection with the administration of the financial affairs of the corporation;
and shall perform such other duties as are usually ascribed to that office. The
Chief Financial Officer shall exercise any and all powers and perform any and
all duties which are required by the by-laws and which the board of directors
may additionally confer upon him.

Section 5.08.  THE VICE PRESIDENT.

     The Vice President, if any, or if there is more than one Vice President,
each Vice President, shall have such powers and discharge such duties as may be
assigned to him from time to time by the board of directors.

Section 5.09.  THE SECRETARY.

     The Secretary shall attend all meetings of the board of directors and the
shareholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall, when requested, perform like duties
for all committees of the board of directors. He shall attend to the giving of
notice of all meetings of the shareholders, and special meetings of the board of
directors and committees thereof; he shall have custody of the corporate seal,
if same is provided, and, when authorized by the board of directors, shall have
authority to affix the same to any instrument and, when so affixed, it shall be
attested by his signature or by the signatures of the Treasurer or an Assistant
Secretary or an Assistant Treasurer. He shall keep an account for all books,
documents, papers, and records of the corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates, and shall generally perform all the duties appertaining to
the office of secretary of a corporation. In the absence of the Secretary, such
person as shall be designated by the President shall perform his duties.


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<PAGE>   12
Section 5.10.  THE TREASURER.

     The Treasurer shall have the care and custody of all the funds of the
corporation and shall deposit the same in such banks or other depositories as
the board of directors, or any officer and agent jointly, duly authorized by the
board of directors, shall, from time to time, direct or approve. He shall keep a
full and accurate account of all monies received and paid on account of the
corporation, and shall render a statement of his accounts whenever the board of
directors shall require. In addition, he shall generally perform all duties
usually appertaining to the office of Treasurer of a corporation. When required
by the board of directors, he shall give bonds for the faithful discharge of his
duties in such sums and with such sureties as the board of directors shall
approve. In the absence of the Treasurer, such person as shall be designated by
the Chief Financial Officer shall perform his duties.


                                   Article VI

                                 INDEMNIFICATION


Section 6.01.  INDEMNIFICATION.

     Subject to and in accordance with the provisions of the corporation's
articles of incorporation, the corporation has the power to (and, if so provided
in the corporation's articles of incorporation, shall) indemnify any person (and
the heirs, executors, and administrators of any such person) against any loss,
cost, damage, fine, penalty, or expense (including attorneys' fees) suffered,
incurred, assessed, or imposed by reason of the fact that such person is or was
a director, officer, employee, or agent of the corporation or is or was serving,
at the request of the corporation, as a director, officer, employee, agent,
partner, or trustee of another corporation, partnership, joint venture, trust,
or other enterprise.

Section 6.02.  ADVANCEMENT OF EXPENSES.

     Subject to and in accordance with the corporation's articles of
incorporation, expenses incurred in defending or settling a civil or criminal
action, suit, or proceeding to which any person described in Section 6.01 is or
was a party, or is or was threatened to be made a party, may (and, if so
provided in the corporation's articles of incorporation, shall) be paid by the
corporation in advance.

Section 6.03.  INDEMNIFICATION:  INSURANCE.

     The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the corporation or is liable as a director of the corporation, or is or was
serving, at the request of the corporation, as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
regardless of whether the corporation would have power to indemnify him against
such liability under the provisions of this Article VI.

Section 6.04.  INDEMNIFICATION:  CONSTITUENT CORPORATIONS.

     For the purposes of this Article VI, references to the corporation include
all constituent corporations absorbed in a merger and the resulting or surviving
corporation, so that a person who is or was a director or officer of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise shall (as shall his heirs, executors, and
administrators) stand in the same position, under the provisions of this
Article, with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same capacity.



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<PAGE>   13

                                   Article VII

                               SHARE CERTIFICATES


Section 7.01.  FORM; SIGNATURE.

     The shares of the corporation shall be represented by certificates in such
form as shall be determined by the board of directors and shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the corporation, and if a seal has been
provided for the corporation, may be sealed with the seal of the corporation or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a Transfer Agent or registered
by a Registrar other than the corporation or its employee. In case any officer
who has signed or whose facsimile has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
issue.

Section 7.02.  TRANSFER AGENTS AND REGISTRARS.

     The board of directors may, in its discretion, appoint one or more banks or
trust companies in the State of Michigan and in such other state or states as
the board of directors may deem advisable, from time to time, to act as Transfer
Agents and Registrars of the shares of the corporation; and upon such
appointments being made, no certificate representing shares shall be valid until
countersigned by one of such Transfer Agents and registered by one of such
Registrars.

Section 7.03.  TRANSFERS OF SHARES.

     Transfers of shares shall be made on the books of the corporation only upon
written request by the person named in the certificate, or by his attorney
lawfully constituted in writing, and upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class, with
duly executed assignment and a power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
corporation or its agents may reasonably require.

Section 7.04.  REGISTERED SHAREHOLDERS.

     The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
other distributions, and to vote as such owner, and to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law or contemplated by the
articles of incorporation.

Section 7.05.  LOST CERTIFICATES.

     In case any certificate representing shares shall be lost, stolen, or
destroyed, the board of directors, or any officer or officers duly authorized by
the board of directors, may authorize the issuance of a substitute certificate
in place of the certificate so lost, stolen, or destroyed, and may cause or
authorize such substitute certificate to be countersigned by the appropriate
Transfer Agent and registered by the appropriate Registrar. In each such case
the applicant for a substitute certificate shall furnish to the corporation and
to such of its Transfer Agents and Registrars as may require the same, evidence
to their satisfaction, in their discretion, of the loss, theft, or destruction
of such certificate and of the ownership thereof, and also such security or
indemnity as may by them be required.




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<PAGE>   14

                                  Article VIII

                                  MISCELLANEOUS


Section 8.01.  FISCAL YEAR.

     The board of directors from time to time shall determine the fiscal year of
the corporation.

Section 8.02.  SIGNATURES ON NEGOTIABLE INSTRUMENTS.

     All bills, notes, checks, or other instruments for the payment of money
shall be signed or countersigned by such officers or agents and in such manner
as from time to time may be prescribed by resolution of the board of directors,
or may be prescribed by any officer or officers, or any officer and agent
jointly, duly authorized by the board of directors.

Section 8.03.  DIVIDENDS.

     Except as otherwise provided in the articles of incorporation, dividends
upon the shares of the corporation may be declared and paid as permitted by law
in such amounts as the board of directors may determine at any annual or special
meeting. Dividends may be paid in cash, in property, or in shares of the capital
stock of the corporation, subject to the articles of incorporation.

Section 8.04.  RESERVES.

     Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the board of
directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the board of directors deems conducive to the interest of the
corporation; and in its discretion, the board of directors may decrease or
abolish any such reserve.

Section 8.05.  SEAL.

     The board of directors may, but need not, provide a corporate seal which
shall consist of two concentric circles between which is the name of the
corporation and in the center of which shall be inscribed "SEAL".

Section 8.06.  CORPORATION OFFICES.

     The registered office of the corporation shall be as set forth in the
articles of incorporation. The corporation may also have offices in such places
as the board of directors may from time to time appoint or the business of the
corporation require. Such offices may be outside the State of Michigan.


                                   Article IX

                                   AMENDMENTS

Section 9.01.  POWER TO AMEND.

     These by-laws may be amended, repealed, or adopted by the shareholders or
the board of directors. Any by-law adopted by the board of directors may be
amended or repealed by the board of directors or by shareholders entitled to
vote thereon as herein provided; and any by-law adopted by the Incorporators or
the shareholders may be amended or repealed by the board of directors, except as
limited by statute and except when the shareholders have expressly provided
otherwise with respect to any particular by-law or by-laws.



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