<PAGE>

                                                                       EXHIBIT A

                                    BYLAWS

                                      OF

                              HANDLEMAN COMPANY,

                            A Michigan Corporation

                          AS AMENDED JANUARY 12, 2001
<PAGE>

                         BYLAWS OF HANDLEMAN COMPANY,

                            a Michigan Corporation

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
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                                                          PAGE
                                                          ----
<S>                                                       <C>
ARTICLE I - OFFICES

     1.1   Registered Office                                1
     1.2   Other Offices                                    1

ARTICLE II - MEETINGS OF SHAREHOLDERS

     2.1   Time and Place                                   1
     2.2   Annual Meetings                                  1
     2.3   Special Meetings                                 1
     2.4   List of Shareholders                             1
     2.5   Notice of Meetings                               2
     2.6   Quorum; Adjournment                              2
     2.7   Voting                                           2
     2.8   Proxies                                          2
     2.9   Questions Concerning Elections                   2
     2.10  Waiver of Notice                                 2
     2.11  Telephonic Attendance                            3

ARTICLE III - DIRECTORS

     3.1   Governance                                       3
     3.2   Number, Election and Term                        3
     3.3   Nominations for Director                         3
     3.4   Vacancies                                        4
     3.5   Place of Meetings                                4
     3.6   Annual Meetings                                  4
     3.7   Regular Meetings                                 4
     3.8   Special Meetings                                 4
     3.9   Quorum                                           4
     3.10  Action by Written Consent                        5
     3.11  Committees                                       5
     3.12  Executive Committee                              5
     3.13  Audit Committee                                  6
     3.14  Compensation and Stock Option Committee          7
     3.15  Corporate Governance and Nominating Committee    7
     3.16  Committee Minutes                                7
     3.17  Compensation                                     7
     3.18  Resignation                                      7
     3.19  Waiver of Notice                                 7
     3.20  Chairman Emeritus of the Board                   7
</TABLE>
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<TABLE>
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ARTICLE IV - NOTICES

     4.1     Delivery of Notices                                        8
     4.2     Waiver of Notice                                           8

ARTICLE V - OFFICERS

     5.1     Officers and Agents                                        8
     5.2     Other Officers                                             8
     5.3     Compensation                                               9
     5.4     Term                                                       9
     5.5     Chairman of the Board                                      9
     5.6     President                                                  9
     5.7     Executive Vice Presidents and Presidents, Senior Vice
              Presidents and Vice Presidents                            9
     5.8     Secretary                                                  9
     5.9     Treasurer                                                  9
     5.10    Assistant Vice Presidents, Secretaries
              and Treasurers                                           10
     5.11    Powers and Duties                                         10

ARTICLE VI - CERTIFICATES OF STOCK AND SHAREHOLDERS OF RECORD

     6.1     Certificates for Shares                                   10
     6.2     Signatures                                                10
     6.3     Lost or Destroyed Certificates                            10
     6.4     Transfer of Shares                                        11
     6.5     Record Date                                               11
     6.6     Registered Shareholders                                   11

ARTICLE VII - INDEMNIFICATION                                          12

ARTICLE VIII - GENERAL PROVISIONS

     8.1     Checks and Funds                                          12
     8.2     Fiscal Year                                               12
     8.3     Corporate Seal                                            12
     8.4     Books and Records                                         12
     8.5     Interpretation                                            12

ARTICLE IX - AMENDMENTS                                                13
</TABLE>
<PAGE>

                                    BYLAWS

                                      OF

                               HANDLEMAN COMPANY

                            a Michigan Corporation


                                   ARTICLE I
                                   ---------

                                    OFFICES
                                    -------

     1.1  Registered Office.  The registered office of the corporation shall be
          -----------------
located at 500 Kirts Boulevard, in the city of Troy, County of Oakland, and
State of Michigan or such other place as may be designated as the registered
office by the board of directors.

     1.2  Other Offices.  The corporation may also have offices or branches at
          -------------
such other places, both within and without the State of Michigan, as the board
of directors may from time to time determine or as the business of corporation
may require.


                                  ARTICLE II
                                  ----------

                           MEETINGS OF SHAREHOLDERS
                           ------------------------

     2.1  Time and Place.  All meetings of the shareholders shall be held at the
          --------------
          registered office of the corporation, or at such other place either
          within the State of Michigan as shall be designated from time to time
          by the board of directors and stated in the notice of the meeting.

     2.2  Annual Meetings.  Annual meetings of shareholders shall be held on the
          ---------------
first Wednesday of every September of each fiscal year of the corporation if not
a legal holiday in the state in which the meeting shall be held, and if a legal
holiday, then on the next secular day following, at such time as determined by
the board of directors, or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting.  At the annual meeting, the shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.  If
the annual meeting is not held on the date designated therefor, the board of
directors shall cause the meeting to be held as soon thereafter as convenient.

     2.3  Special Meetings.  Special meetings of the shareholders, for any
          ----------------
purpose, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the chairman of the board or president, or a
majority of the board of directors, or at the request in writing of the holders
of not less than a majority of all the shares entitled to vote at a meeting.

     2.4  List of Shareholders.  The officer or agent who has charge of the
          --------------------
stock ledger or 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 thereof. The list shall be arranged in
alphabetical order with each class and series and show the address of each
<PAGE>

shareholder and the number of shares registered in the name of each shareholder.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.

     2.5  Notice of Meeting.  Except as may be provided by statute, written
          -----------------
notice of an annual or special meeting of shareholders stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten (10)  nor more than sixty (60) days
before the date of the meeting, to each shareholder of record entitled to vote
at such meeting.

     2.6  Quorum; Adjournment.  The holders of a majority of the stock issued
          -------------------
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise expressly required by statute or by
the Articles of Incorporation. All shareholders present in person or represented
by proxy at such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Whether or not a quorum is present, a majority of the shareholders
entitled to vote thereat shall nevertheless have power to adjourn the meeting
from time to time and to another place, without notice other than announcement
at the meeting, until a quorum shall be present or represented, any business may
be transacted at the meeting as originally notified. If the adjournment is for
more than sixty (60) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.

     2.7  Voting.  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 at such meeting, unless a
greater plurality is required by express requirement of the statutes or of the
Articles of Incorporation. Except as otherwise expressly required by the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast at an election.

     2.8  Proxies.  Each shareholder shall at every meeting of the shareholders
          -------
be entitled to one (1) vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder except as otherwise expressly
required in the Articles of Incorporation.  A vote may be cast either orally or
in writing.  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 (3) years after its date unless otherwise provided in
the proxy.  All questions regarding the qualification of voters, the validity or
proxies and the acceptance or rejection of votes shall be decided by the
presiding officer of the meeting.

     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.  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 shall do such acts as are proper to conduct the election or vote with
fairness to all shareholders.

     2.10 Waiver of Notice.  Attendance of a person at a meeting of shareholders
          ----------------
in person or by proxy constitutes a waiver of notice of the meeting except where
the shareholder attends a

                                      2

<PAGE>

meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting was not lawfully called or
convened.

     2.11 Telephonic Attendance.  Shareholders and proxy holders may participate
          ---------------------
in any meeting of shareholders by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other and all participants are advised of the communications equipment
and names of the participants in the conference.  Participation in a meeting
pursuant to this Section 2.11 shall be considered attendance in person at such
meeting.


                                  ARTICLE III
                                  -----------

                                   DIRECTORS
                                   ---------

     3.1  Governance.  The business and affairs of the corporation shall be
          ----------
managed by or under the direction of its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders.

     3.2  Number, Election and Term.  The number of directors which shall
          -------------------------
constitute the whole board of directors shall be not less than three (3).  The
number of directors shall be determined from time to time by resolution of the
board of directors.  The directors shall be elected at the annual meeting of
shareholders for a term of three (3) years except as provided in Article IX of
the Articles of Incorporation and in Section 3.4 of these Bylaws and each
director shall hold office until his or her successor is elected and qualified.

     3.3  Nominations for Director.  Except as otherwise set forth in these
          ------------------------
Bylaws, only persons who are nominated in accordance with the procedures set
forth in this Section 3.3 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 3.3.  Such 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 one hundred eighty (180) days before
the meeting of shareholders or scheduled date for the annual meeting of
shareholders determined in accordance with these Bylaws.  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

                                       3
<PAGE>

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.

     3.4  Vacancies.  During the intervals between annual meetings of
          ---------
shareholders, any vacancy occurring in the board of directors caused by
resignation, removal, death or other incapacity and any newly created
directorships resulting from an increase in the number of directors shall be
filled by a majority vote of the directors then in office, whether or not a
quorum.  Each director chosen to fill a vacancy shall hold office for the
unexpired term in respect of which vacancy occurred.  Each director chosen to
fill a newly created directorship shall hold office until the next election of
the class for which such director shall have been chosen.  When the number of
directors is changed, any newly created directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number as possible.

     3.5  Place of Meetings.  The board of directors may hold meetings, both
          -----------------
regular and special, either within or without the State of Michigan.  Unless
otherwise restricted by the Articles of Incorporation, members of the board of
directors, or any committee designated by the board, may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participating in the meeting pursuant to this
section shall constitute presence in person at such meeting.

     3.6  Annual Meetings.  The first meeting of each newly elected board of
          ---------------
directors shall be held promptly following the annual meeting of shareholders.
No notice of such meeting shall be necessary to the newly elected directors in
order to legally constitute the meeting, provided a quorum shall be present.  In
the event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors.

     3.7  Regular Meetings.  Regular meetings of the board of directors or board
          ----------------
committees may be held upon twenty-four (24) hour notice either personally, by
telephone, telegram or telecopy, or as otherwise provided in Section 4.1 hereof,
at such time and at such place as shall from time to time be determined by the
board of directors or committee or by the chairman of the board or president.
Any notice given of a regular meeting need not specify the business to be
transacted or the purpose of the meeting.

     3.8  Special Meetings.  Special meetings of the board of directors or board
          ----------------
committees may be called by the chairman of the board of directors or board
committees may be called by the chairman of the board or president on two (2)
days' notice to each director or committee member, as the case may be, by mail
or twenty-four (24) hours' notice either personally, by telephone, telegram or
telecopy; or as otherwise provided in Section 4.1 hereof, special meetings shall
be called by the chairman of the board or president in like manner and on like
notice on the written request of two (2) directors.  The notice need not specify
the business to be transacted or the purpose of the special meeting.  The notice
shall specify the place of the special meeting.

     3.9  Quorum.  At all meetings of the board or a committee thereof, a
          ------
majority of the directors then in office or members of such committee, but not
less than two (2) (if there are at

                                       4
<PAGE>

least two (2) members of the board or such committee) shall constitute a quorum
for the transaction of business. The act of a majority of the members present at
any meeting at which there is a quorum shall be the act of the board of
directors or the committee, unless the vote of a large number is specifically
required by statute, by the Articles of Incorporation, or by these Bylaws. If a
quorum shall not be present at any meeting of the board of directors or a
committee, the members present thereat may adjourn the meeting from time to time
and to another place without notice other than announcement at the meeting,
until a quorum shall be present.

     3.10 Action by Written Consent.  Unless otherwise provided by the Articles
          -------------------------
of Incorporation, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if, before or after the action, all members of the board or committee
consent thereto in writing.  The written consents shall be filed with the
minutes of proceedings of the board or committee.  Such consents shall have the
same effect as a vote of the board or committee for all purposes.

     3.11 Committees.  The board of directors may, by resolution, designate one
          ----------
(1) or more committees, each committee to consist of one (1) or more of the
directors of the corporation.  The board may designate one (1) or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, the members thereof present
at any meeting and not disqualified from voting, whether or not they constitute
a quorum, may unanimously appoint another member of the board to act at the
meeting in place of such absent or disqualified member.  Any such committee, to
the extent provided in the resolution of the board, shall have and may exercise
the powers of the board of directors in the management of the business and
affairs of the corporation; provided, however, such a committee shall not have
the power or authority to:

          (a)  Amend the Articles of Incorporation.

          (b)  Adopt an agreement of merger or consolidation.

          (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 stock.

Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.  A committee,
and each member thereof, shall serve at the pleasure of the board.

     3.12 Executive Committee.  The board of directors shall have an Executive
          -------------------
Committee. Between meetings of the board of directors, the Executive Committee
shall have and may

                                       5
<PAGE>

          exercise all of the powers and authority of the board of directors in
          the management of the business and affairs of the corporation, except
          as provided in Section 3.11 above. The Executive Committee's exercise
          of its powers and authority shall be consistent with any directions as
          to the conduct of the corporation's affairs which the board of
          directors may provide. The Executive Committee shall report its
          actions to the board of directors at the board meeting following the
          Executive Committee meeting at which the action is taken.

     3.13 Audit Committee. The board of directors shall have an Audit Committee.
          ---------------
          The Audit Committee's duties shall be:

          (a)  Recommending to the board of directors the retaining or
               discharging of the independent auditor.

          (b)  Reviewing the arrangements and scope of the audit and non-audit
               engagements and the compensation of the independent auditor.

          (c)  Reviewing with the independent auditor and the corporation's
               chief financial officer the adequacy of the corporation's
               internal accounting controls.

          (d)  Reviewing with the independent auditor and management the results
               of the audit and financial statement presentation.

          (e)  Meeting at least twice a year with the corporation's financial
               and accounting staff to review internal accounting and auditing
               procedures.

          (f)  Directing investigations by the independent auditor and/or the
               internal audit staff into any matter related to the corporation's
               business or affairs.

          (g)  Recommending to the board the policies which the board should
               adopt and actions the board should take to prevent any payments
               constituting an unlawful and improper use of the corporation's
               funds.

          (h)  Inquiring concerning deviations from the corporation's code of
               business conduct and periodically reviewing that code.

          (i)  Reviewing annually the public release of the financial
               information for the year ended.

          (j)  Reviewing the scope and results of pension audit.

          (k)  Meeting with the corporation's chief internal auditor at any time
               deemed appropriate by the Audit Committee.

          (l)  Performing any other functions assigned to the Audit Committee by
               the board of directors.

                                       6
<PAGE>

     3.14 Compensation and Stock Option Committee.  The board of directors shall
          ---------------------------------------
have a Compensation and Stock Option Committee.  The duties of the Compensation
and Stock Option Committee shall be:

          (a)  Recommending to the board of directors compensation arrangements
               for senior management and directors.

          (b)  Recommending to the board of directors compensation plans in
               which officers or directors are eligible to participate.

          (c)  Granting options under the corporation's stock option plans.

          (d)  Such other functions as are assigned by the board of directors.

     3.15 Corporate Governance and Nominating Committee.  The board of directors
          ---------------------------------------------
shall have a Nominating Committee.  The Nominating Committee shall (a) recommend
to the shareholders nominees for election as directors; (b) consider nominees
for directors recommended by the shareholders; and (c) establish procedures to
be followed by shareholders in submitting such recommendations.  Unless a
specific Nominating Committee is appointed, the board of directors shall serve
as the Nominating Committee.

     3.16 Committee Minutes.  Each committee shall keep regular minutes of its
          -----------------
meetings and report the same to the board of directors when required.

     3.17 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 committee.  No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

     3.18 Resignation.  A director may resign by written notice to the
          -----------
corporation.  The resignation is effective upon its receipt by the corporation
or a subsequent time as set forth in the notice of resignation.

     3.19 Waiver of Notice.  Attendance of a director at a meeting constitutes a
          ----------------
waiver of notice of the meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

     3.20 Chairman Emeritus of the Board.  The board of directors may elect from
          ------------------------------
the membership of the board of directors, as an honorary position, a chairman
emeritus of the board.  The chairman emeritus of the board shall not be an
officer or employee of the corporation.

                                       7
<PAGE>

                                  ARTICLE IV
                                  ----------

                                    NOTICES
                                    -------

     4.1  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 4.1 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 9:00 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.

     4.2  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:

          (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.


                                   ARTICLE V
                                   ---------

                                   OFFICERS
                                   --------

     5.1  Officers and Agents.  The officers of the corporation shall be chosen
          -------------------
by the board of directors at its first meeting after each annual meeting of
shareholders and shall be a chairman of the board, a president, a secretary and
a treasurer.  The board of directors may also create and fill the offices of one
or more executive vice presidents, senior vice presidents, vice presidents,
assistant vice presidents, assistant secretaries and assistant treasurers.  Any
number of offices may be held by the same person.

     5.2  Other Officers.  The board of directors may from time to time elect or
          --------------
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms

                                       8
<PAGE>

and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     5.3  Compensation.  The salaries of all officers of the corporation shall
          ------------
be fixed by the board of directors.

     5.4  Term.  The officers of the corporation shall hold office at the
          ----
pleasure of the board of directors.  Any officer elected or appointed by the
board of directors may be removed at any time by the board of directors with or
without cause.  Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the board of directors.  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.

     5.5  Chairman of the Board.  Unless otherwise provided by resolution of the
          ----------------------
board of directors, the chairman of the board shall be the chief executive
officer of the corporation and shall have general and active management of the
business and affairs of the corporation and see that all orders and resolutions
of the board of directors are carried into effect.  The chairman of the board
shall also have the general power and duties of supervision, control and
management usually vested in the office of the chief executive officer of a
corporation.  The chairman of the board shall preside at all the meetings of the
board of directors and shareholders.  The chairman of the board 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.

     5.6  President.  Unless otherwise provided by resolution of the board of
          ----------
directors, the president shall be the chief operating officer of the
corporation.  The president shall have the general power and duties of
supervision, control and management usually vested in the office of the
president of a corporation.  In the absence or non-election of a chairman of the
board, the president shall preside at all meetings of the board of directors and
shareholders.  The president 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.

     5.7  Executive Vice Presidents and Presidents, Senior Vice Presidents and
          --------------------------------------------------------------------
Vice Presidents.  The executive vice presidents and presidents, senior vice
---------------
presidents and vice presidents shall perform such duties and have such powers as
the chairman of the board, president or board of directors may from time to time
prescribe. The board of directors may designate one or more executive or senior
vice presidents or may otherwise specify the order of seniority of the vice
presidents.

     5.8  Secretary.  The secretary shall attend all meetings of the board of
          ---------
directors and all meetings of the shareholders and record the proceedings.  The
secretary shall perform like duties for the standing committees when required.
The secretary shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the chairman of the board, the
president or the board of directors.  The secretary shall keep in safe custody
the seal of the corporation and, when authorized by the chairman of the board,
the president or the board of directors, cause it to be affixed to any
instrument requiring it.

     5.9  Treasurer.  The treasurer shall have custody of the corporate funds
          ---------
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.  The

                                       9
<PAGE>

treasurer shall disburse the funds of the corporation as may be ordered by the
chairman of the board, the president or the board of directors, taking proper
vouchers for such disbursements, and shall render to the chairman of the board,
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his or her transactions as
treasurer and of the financial condition of the corporation. The treasurer may,
when authorized by the chairman of the board, the president or the board of
directors, affix or cause to be affixed the seal of the corporation to documents
so requiring the seal.

     5.10 Assistant Vice Presidents, Secretaries and Treasurers.  The assistant
          -----------------------------------------------------
vice president, assistant secretary and assistant treasurer, if any, shall act
under the direction of the chairman of the board, 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, perform the duties and exercise
the authority of the secretary.  In the order of their seniority the assistant
treasurers shall, in the absence or disability of the treasurer, perform the
duties and exercise the authority of the treasurer.

     5.11 Powers and Duties.  To the extent the powers and duties of the several
          -----------------
officers are not provided from time to time by these Bylaws or resolution or
other directive of the board of directors or by the chairman of the board or the
president (with respect to other officers), the officers shall have all powers
and shall discharge the duties customarily and usually held and performed by
like officers of the corporations similar in organization and business purposes
to this corporation.


                                  ARTICLE VI
                                  ----------

                             CERTIFICATES OF STOCK
                          AND SHAREHOLDERS OF RECORD
                          --------------------------

     6.1  Certificates for Shares.  The shares of stock of the corporation shall
          -----------------------
be represented by certificates signed by, or in the name of the corporation by
the president or a vice president, and by the treasurer, assistant treasurer,
secretary or assistant secretary of the corporation.  Each holder of stock in
the corporation shall be entitled to have such a certificate certifying the
number of shares owned by such holder in the corporation.

     6.2  Signatures.  Any of or all the signatures on the certificate may be a
          ----------
facsimile if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or its employee.  In case any
officer who has signed or whose facsimile signature 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 or she
were such officer at the date of issue.  The seal of the corporation or a
facsimile thereof may, but need not, be affixed to the certificates of stock.

     6.3  Lost or Destroyed Certificates.  The board of directors may direct a
          ------------------------------
new certificate for shares to be issued in place of any certificate theretofore
issued by the corporation alleged to have been lost or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed.  When authorizing such issue of a new
certificate, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate, or such owner's legal representative, to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may

                                      10
<PAGE>

be made against the corporation with respect to the certificate alleged to have
been lost or destroyed.

     6.4  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.

     6.5  Record Date.  In order that the corporation may determine the
          -----------
shareholders entitled to notice of, or to vote at, any meeting of shareholders
or any adjournment thereof, or to express consent to, or to dissent from, a
proposal without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or for the purpose of any other
action, the board of directors may fix, in advance, a date as a record date,
which shall not be more than sixty (60) days prior to any other action.

     If no record date is fixed:

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

          (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 at the close of business on the day on which the
               board of directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix 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 relating to the record date, notwithstanding
any transfer of shares on the corporation's books after the record date.  This
Section 6.5 shall not affect the rights of a shareholder and the shareholder's
transferor or transferee as between themselves.

     6.6  Registered Shareholders.  The corporation shall be entitled to
          -----------------------
recognize the exclusive right of a person registered on its books as the owner
of shares for all purposes, including voting and dividends, and shall not be
bound to recognize any equitable or other claim to interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Michigan.

                                      11
<PAGE>

                                  ARTICLE VII
                                  -----------

                                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, 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, officer, partner,
trustee, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation (including a subsidiary corporation), limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether or not for profit, or by reason of anything done by such person in such
capacity (collectively, "Covered Matters"); and (b) pay or 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 VIII
                                 ------------

                              GENERAL PROVISIONS
                              ------------------

     8.1  Checks and Funds.  All checks, drafts or demands for money and notes
          ----------------
of the corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time designate.
All funds of the corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or other
depositories as the board of directors may from time to time designate.

     8.2  Fiscal Year.  The fiscal year of the corporation shall end on the last
          -----------
Saturday of April of each year or such other date as shall be fixed from time to
time by resolution of the board of directors.

     8.3  Corporate Seal.  The board of directors may adopt a corporate seal for
          --------------
the corporation.  The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Michigan."  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

     8.4  Books and Records.  The corporation shall keep within or without the
          -----------------
State of Michigan books and records of account and minutes of the proceedings of
its shareholders, board of directors and committees, if any.  The corporation
shall keep at its registered office or at the office of its transfer agent
within or without the State 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 holders of record thereof.  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  Interpretation.  These Bylaws shall govern the internal affairs of the
          --------------
corporation to the extent they are consistent with law and the Articles of
Incorporation.  Nothing contained in the

                                      12
<PAGE>

Bylaws shall, however, prevent the imposition by contract of greater voting,
notice or other requirements than those set forth in these Bylaws.


                                  ARTICLE IX
                                  ----------

                                  AMENDMENTS
                                  ----------

     The Bylaws may be amended or repealed, or new Bylaws may be adopted, by
action of either the shareholders (subject to the provisions and limitations of
Article XI of the Articles of Incorporation) or the board of directors.  The
shareholders may from time to time specify particular provisions of the Bylaws
which shall not be altered or repealed by the board of directors.

                                      13