<PAGE>

                                                                   Exhibit 3(ii)

                                     BYLAWS

                                       OF

                             SOMANETICS CORPORATION,

                             a Michigan corporation
<PAGE>

                        BYLAWS OF SOMANETICS CORPORATION,

                             a Michigan corporation

                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I -- OFFICES.........................................................................................     1
    1.1      Registered Office...............................................................................     1
    1.2      Other Offices...................................................................................     1

ARTICLE II -- MEETINGS OF SHAREHOLDERS.......................................................................     1
    2.1      Time and Place..................................................................................     1
    2.2      Annual Meetings.................................................................................     1
    2.3      Special Meetings................................................................................     1
    2.4      Notice of Meetings..............................................................................     1
    2.5      List of Shareholders............................................................................     1
    2.6      Quorum; Adjournment.............................................................................     2
    2.7      Voting..........................................................................................     2
    2.8      Proxies.........................................................................................     2
    2.9      Questions Concerning Elections..................................................................     2
    2.10     Conduct of Shareholders' Meetings; Closing of Polls.............................................     3
    2.11     Remote Communication Attendance.................................................................     3
    2.12     Action by Consent...............................................................................     3

ARTICLE III -- DIRECTORS.....................................................................................     4
    3.1      Number and Residence............................................................................     4
    3.2      Classification, Election and Term...............................................................     4
    3.3      Resignation.....................................................................................     4
    3.4      Removal.........................................................................................     4
    3.5      Nominations for Director........................................................................     4
    3.6      Vacancies.......................................................................................     6
    3.7      Place of Meetings...............................................................................     6
    3.8      Annual Meetings.................................................................................     6
    3.9      Regular Meetings................................................................................     6
    3.10     Special Meetings................................................................................     6
    3.11     Quorum..........................................................................................     6
    3.12     Voting..........................................................................................     7
    3.13     Remote Communication Participation..............................................................     7
    3.14     Action by Consent...............................................................................     7
    3.15     Committees......................................................................................     7
    3.16     Compensation....................................................................................     8
</TABLE>

                                       (i)
<PAGE>

<TABLE>
<S>                                                                                                               <C>
ARTICLE IV -- OFFICERS.......................................................................................     8
    4.1      Officers and Agents.............................................................................     8
    4.2      Compensation....................................................................................     8
    4.3      Term............................................................................................     9
    4.4      Removal.........................................................................................     9
    4.5      Resignation.....................................................................................     9
    4.6      Vacancies.......................................................................................     9
    4.7      Chairperson of the Board........................................................................     9
    4.8      Chief Executive Officer.........................................................................     9
    4.9      President.......................................................................................     9
    4.10     Executive Vice Presidents and Vice Presidents...................................................    10
    4.11     Secretary.......................................................................................    10
    4.12     Treasurer.......................................................................................    10
    4.13     Assistant Vice Presidents, Secretaries and Treasurers...........................................    10
    4.14     Execution of Contracts and Instruments..........................................................    11
    4.15     Voting of Shares and Securities of Other Corporations and Entities..............................    11

ARTICLE V -- NOTICES AND WAIVERS OF NOTICE...................................................................    11
    5.1      Delivery of Notices.............................................................................    11
    5.2      Waiver of Notice................................................................................    11

ARTICLE VI -- SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD..................................................    12
    6.1      Certificates for Shares.........................................................................    12
    6.2      Lost or Destroyed Certificates..................................................................    12
    6.3      Transfer of Shares..............................................................................    12
    6.4      Record Date.....................................................................................    13
    6.5      Registered Shareholders.........................................................................    13

ARTICLE VII -- INDEMNIFICATION...............................................................................    14

ARTICLE VIII -- GENERAL PROVISIONS...........................................................................    14
    8.1      Checks and Funds................................................................................    14
    8.2      Fiscal Year.....................................................................................    14
    8.3      Corporate Seal..................................................................................    14
    8.4      Books and Records...............................................................................    14
    8.5      Financial Statements............................................................................    15

ARTICLE IX -- AMENDMENTS.....................................................................................    15

ARTICLE X -- CONTROL SHARE ACQUISITIONS.......................................................................   15
    10.1     Power to Redeem if no Acquiring Person Statement is Filed.......................................    15
    10.2     Power to Redeem After Shareholder Vote..........................................................    15
    10.3     Procedure for Redemption........................................................................    15
    10.4     Interpretation of ARTICLE X.....................................................................    16

ARTICLE XI -- SCOPE OF BYLAWS................................................................................    16
</TABLE>

                                      (ii)
<PAGE>

                             SOMANETICS CORPORATION

                              ARTICLE I -- OFFICES

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

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

                     ARTICLE II -- MEETINGS OF SHAREHOLDERS

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

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

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

         2.4      Notice of Meetings. Written notice or notice by electronic
transmission of each shareholders' meeting, stating the place, if any, date and
time of the meeting and the purposes for which the meeting is called, shall be
given (in the manner described in Section 5.1 below) not less than 10 nor more
than 60 days before the date of the meeting to each shareholder of record
entitled to vote at the meeting. If a shareholder or proxy holder may be present
and vote at the meeting by remote communication, the means of remote
communication allowed shall be included in the notice. Notice of adjourned
meetings is governed by Section 2.6 below.

         2.5      List of Shareholders. The officer or agent who has charge of
the stock transfer books for shares of the Corporation shall make and certify a
complete list of the shareholders entitled to vote at a shareholders' meeting or
any adjourned shareholders' meeting. The list shall be arranged alphabetically
within each class and series and shall show the address of, and the number of
shares held by, each shareholder. The list shall be produced at the time and
place, if any, of the meeting and may be inspected by any shareholder during the
entire meeting. If the meeting is held solely by means of remote communication,
then the list shall be open to the examination of any shareholder during the
entire meeting by posting the list on a reasonably

                                      -1-
<PAGE>

accessible electronic network and the information required to access the list
shall be provided with the notice of the meeting.

         2.6      Quorum; Adjournment. At all shareholders' meetings, the
shareholders present in person or represented by proxy who, as of the record
date for the meeting, were holders of shares entitled to cast a majority of the
votes at the meeting, shall constitute a quorum. Once a quorum is present at a
meeting, all shareholders present in person or represented by proxy at the
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. Regardless of
whether a quorum is present, a shareholders' meeting may be adjourned to another
time and place, if any, by a vote of the shares present in person or by proxy
without notice if the time, and place, if any, to which the meeting is adjourned
are announced at the meeting at which adjournment is taken; provided, that (a)
at the adjourned meeting, only business that might have been transacted at the
original meeting may be transacted if a notice of the adjourned meeting is not
given, (b) if the adjournment is for more than 60 days or if after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting must be given to each shareholder of
record on the record date entitled to vote at the meeting, and (c) a shareholder
or proxy holder may be present and vote at the adjourned meeting by a means of
remote communication if he or she was permitted to be present and vote by that
means of remote communication in the original meeting notice.

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

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

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

                                      -2-
<PAGE>

         2.10     Conduct of Shareholders' Meetings; Closing of Polls. The
Chairperson of the Board, or if there is none, the President, shall determine
the order of business and shall have the authority to establish rules for the
conduct of the meeting. Any rules adopted for, and the conduct of, the meeting
shall be fair to shareholders. The Chairperson of the Board, or if there is
none, the President, shall announce at the meeting when the polls close for each
matter voted upon. If no announcement is made, the polls shall close upon the
final adjournment of the meeting. After the polls close, no ballots, proxies, or
votes nor any revocations or changes to ballots, proxies, or votes may be
accepted.

         2.11     Remote Communication Attendance. A shareholder may participate
in a shareholders' meeting by a conference telephone or by other means of remote
communication through which all persons participating in the meeting may
communicate with the other participants, if the Board of Directors determines to
permit such participation and (a) the means of remote communication allowed are
included in the notice of the meeting, or (b) if notice is waived or not
required. All participants shall be advised of the means of remote communication
and the names of the participants in the meeting shall be divulged to all
participants. Participation in a meeting pursuant to this Section 2.10
constitutes presence in person at such meeting. The Board of Directors may hold
a meeting of shareholders conducted solely by means of remote communication.
Subject to any guidelines and procedures adopted by the Board of Directors,
shareholders and proxy holders not physically present at a meeting of
shareholders may participate in the meeting by means of remote communication and
are considered present in person and may vote at the meeting if all of the
following are met: (a) the Corporation implements reasonable measures to verify
that each person considered present and permitted to vote at the meeting by
means of remote communication is a shareholder or proxy holder, (b) the
Corporation implements reasonable measures to provide each shareholder and proxy
holder a reasonable opportunity to participate in the meeting and to vote on
matters submitted to the shareholders, including an opportunity to read or hear
the proceedings of the meeting substantially concurrently with the proceedings,
(c) if any shareholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of the vote or other action
is maintained by the corporation, and (d) the Board of Directors determines to
permit such participation and (1) the means of remote communication allowed are
included in the notice of the meeting, or (2) notice is waived or not required.

         2.12     Action by Consent. To the extent permitted by the Articles of
Incorporation or applicable law, any action required or permitted to be taken at
any shareholders' meeting may be taken without a meeting, prior notice and a
vote, by consent of shareholders in writing or by electronic transmission.

                                      -3-
<PAGE>

                            ARTICLE III -- DIRECTORS

         3.1      Number and Residence. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
consisting of not less than three nor more than fifteen members. The number of
directors shall be determined from time to time solely by a resolution adopted
by an affirmative vote of a majority of the directors then in office. Directors
need not be Michigan residents or shareholders of the Corporation. One of the
directors may be designated by the Board of Directors as the Chairperson of the
board, and if so designated, such director shall have the duties described in
Section 4.7.

         3.2      Classification, Election and Term. The directors shall be
divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. At the 1992
Annual Meeting of Shareholders, Class I directors were elected for a one-year
term, Class II directors for a two-year term and Class III directors for a
three-year term. At each succeeding annual meeting of shareholders successors to
the class of directors whose term expires at that annual meeting shall be
elected for a three-year term. Except as provided in Section 3.6 below,
directors shall be elected at the annual shareholders' meeting. A director shall
hold office until the meeting for the year in which his or her term expires and
until his or her successor is elected and qualified or until his or her death,
resignation, or removal.

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

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

         3.4      Removal. One or more directors may be removed, only for cause,
by vote of the holders of a majority of the shares entitled to vote at an
election of directors.

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

         Such nominations, other than those made by or at the direction of the
Board of Directors or one of its committees, shall be made only after timely
notice in writing to the Secretary of the

                                      -4-
<PAGE>

Corporation of such shareholder's intent to make such nominations at the
meeting. To be timely, a shareholder's notice shall be delivered to, or mailed
and received at, the principal executive offices of the Corporation at least 120
days before the anniversary of the mailing of the Corporation's proxy statement
relating to the previous annual meeting of shareholders, unless there was no
proxy statement delivered to shareholders with respect to the preceding year's
annual meeting, there was no annual meeting in the preceding year, or the date
of the annual meeting is more than 30 days before or after the anniversary of
the date of the previous annual meeting of shareholders, in which case the
deadline shall be 150 days before the annual meeting or, if later, 10 days after
public announcement of the annual meeting date.

         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 beneficially owned by such person, (4) information
with respect to such person's independence, as defined under the National
Association of Securities Dealers listing standards for independent directors in
general and with respect to Audit Committee members, (5) information with
respect to other boards on which such person serves, (6) information with
respect to direct or indirect transactions, relationships, arrangements and
understandings between the candidate and the Corporation and between the
candidate and the shareholder giving the notice, and (7) any other information
relating to such person or such shareholder that the Corporation would be
required to disclose in its proxy statement if the Corporation were to solicit
proxies for election of such person as one of the Corporation's directors or
that 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 who intends to
make the nomination (1) the name and address, as they appear on the
Corporation's stock transfer records, of such shareholder, (2) the class and
number of shares of the Corporation beneficially owned by such shareholder and
entitled to vote at the meeting and the period during which they have been held,
(3) a representation that the shareholder is a shareholder of record and intends
to appear in person at the meeting to nominate the person specified in the
notice, and (4) whether the shareholder intends, or is part of a group that
intends, to solicit proxies from other shareholders in support of such
nomination.

         At the request of the Board of Directors or one of its committees any
person nominated by the Board of Directors or one of its committees for election
as a director shall furnish to the Secretary that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee. The
presiding officer of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and if the presiding officer should so
determine, the presiding officer shall so declare to the meeting and the
defective nominations shall be disregarded.

                                      -5-
<PAGE>

         3.6      Vacancies. Vacancies, including vacancies resulting from an
increase in the number of directors, may be filled (1) by the Board of
Directors, (2) by the affirmative vote of a majority of all the directors
remaining in office, if the directors remaining in office constitute fewer than
a quorum, or (3) by the shareholders. Each director so chosen shall hold office
until the next annual election of the class for which the director shall have
been chosen and until his or her successor is elected and qualified, or until
his or her death, resignation or removal.

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

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

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

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

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

                                      -6-
<PAGE>

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

         3.13     Remote Communication Participation. Members of the Board of
Directors or any Board committee may participate in a Board or Board committee
meeting by means of conference telephone or other means of remote communication
through which all persons participating in the meeting can communicate with the
other participants. Participation in a meeting pursuant to this Section 3.13
constitutes presence in person at the meeting.

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

         3.15     Committees. The Board of Directors may, by resolution passed
by a majority of the directors then in office, designate one or more committees,
each consisting of one or more directors. The Board may designate one or more
directors as alternate members of a committee, who may replace an absent or
disqualified member at a committee meeting. In the absence or disqualification
of a member of a committee, the committee members present and not disqualified
from voting, regardless of whether they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of such absent or disqualified member. Any committee, to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
of Directors in management of the business and affairs of the Corporation,
except a committee does not have power or authority to:

                  (a) Amend the Articles of Incorporation, except that a
         committee may prescribe the relative rights and preferences of the
         shares of a series pursuant to Section 302(3) of the Michigan Business
         Corporation Act.

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

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

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

                                      -7-
<PAGE>

                  (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 Director's resolution expressly so provides, declare a
         distribution or dividend or authorize the issuance of shares.

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

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

                             ARTICLE IV -- OFFICERS

         4.1      Officers and Agents. The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall elect a President, a
Secretary and a Treasurer, and may also elect and designate as officers a
Chairperson of the Board, a Vice Chairperson of the Board and one or more
Executive Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The Board of Directors may also from time
to time appoint, or delegate authority to the Corporation's chief executive
officer to appoint, such other officers and agents as it deems advisable. The
Chairperson of the Board and Vice Chairperson of the Board, if such offices are
filled, may be officers of the Corporation or may be directors who are not
officers of the Corporation, as designated by the Board of Directors. In the
absence of such designation, the Chairperson of the Board and Vice Chairperson
of the Board, if such offices are filled, shall be directors who are not
officers of the Corporation. Any number of offices may be held by the same
person, but an officer shall not execute, acknowledge or verify an instrument in
more than one capacity if the instrument is required by law to be executed,
acknowledged or verified by two or more officers. An officer has such authority
and shall perform such duties in the management of the Corporation as provided
in these Bylaws, or as may be determined by resolution of the Board of Directors
not inconsistent with these Bylaws, and as generally pertain to their offices,
subject to the control of the Board of Directors.

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

                                      -8-
<PAGE>

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

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

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

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

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

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

         4.9      President. If the office of Chairperson of the Board is not
filled, the President shall perform the duties and execute the authority of the
Chairperson of the Board. If the Chairperson of the Board is designated by the
Board as the Corporation's chief executive officer, the President shall be the
chief operating officer of the Corporation, shall assist the Chairperson of the
Board in the supervision and management of the business and affairs of the
Corporation and, in the absence of the Chairperson of the Board, shall preside
at all shareholders' and Board of Directors' meetings. The President may
delegate to the officers other than the Chairperson of the Board, if any, such
of his or her authority and duties at such time and in such manner as he or she
deems appropriate.

                                      -9-
<PAGE>

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

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

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

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

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

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

                   ARTICLE V -- NOTICES AND WAIVERS OF NOTICE

         5.1      Delivery of Notices. All notices to shareholders, directors
and Board committee members shall be given (a) personally, (b) by mail
(registered, certified or other first class mail, except where otherwise
provided in the Michigan Business Corporation Act, 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, (c) by
electronic transmission in a manner authorized by the person, or (d) as
otherwise provided in the Michigan Business Corporation Act. In addition to any
other form of notice to a shareholder permitted by the Articles of
Incorporation, these Bylaws, or the Michigan Business Corporation Act, any
notice given to a shareholder by a form of electronic transmission to which the
shareholder has consented is effective. 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 express carrier, addressed to the address referred to in
the first sentence of this Section. When a notice is required or permitted by
the Michigan Business Corporation Act or these Bylaws to be given in writing,
electronic transmission is written notice. Notices given pursuant to this
Section 5.1 shall be deemed to be given when dispatched, or, if mailed, when
deposited in a post office or official depository under the exclusive care and
custody of the United States postal service; provided that when a notice or
communication is permitted by the Michigan Business Corporation Act or these
Bylaws to be transmitted electronically, the notice or communication is given
when electronically transmitted to the person entitled to the notice or
communication in a manner authorized by the person. Notices given by express
carrier shall be deemed "dispatched" on the day and at the time the express
carrier guarantees delivery of the notice. The Corporation shall have no duty to
change the written or electronic address of any director, Board committee member
or shareholder unless the Secretary receives notice in writing or by electronic
transmission of such address change.

         5.2      Waiver of Notice. Action may be taken without a required
notice and without lapse of a prescribed period of time, if at any time before
or after the action is completed the person entitled to notice or to participate
in the action to be taken or, in the case of a shareholder, his or her
attorney-in-fact, submits a signed waiver or a waiver by electronic transmission
of the requirements, or if such requirements are waived in such other manner
permitted by applicable

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law. Neither the business to be transacted at, nor the purpose of, the meeting
need be specified in the waiver of notice of the meeting. A shareholder's
attendance at a 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.

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

          ARTICLE VI -- SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD

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

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

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

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<PAGE>

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

         If a record date is not fixed:

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

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

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

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

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

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

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                         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, personal representatives, executors, administrators and legal
representatives, who was, is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
(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 must be signed by such officer or officers or such
other person or persons as the Board of Directors from time to time designates.
All funds of the Corporation not otherwise employed shall be deposited or used
as the Board of Directors from time to time designates.

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

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

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

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<PAGE>

         8.5      Financial Statements. The Corporation at least once in each
year shall cause a financial report of the Corporation for the preceding fiscal
year to be made and distributed to its shareholders within four months after the
end of the fiscal year. The report shall include the Corporation's statement of
income, its year-end balance sheet, its statement of source and application of
funds if prepared by the Corporation, and any other information as may be
required by the Michigan Business Corporation Act. The report may be distributed
electronically, either by electronic transmission of the report or by making the
report available for electronic transmission. If the report is distributed
electronically, the Corporation shall provide the report in written form to a
shareholder on request.

                            ARTICLE IX -- AMENDMENTS

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

                     ARTICLE X - CONTROL SHARE ACQUISITIONS

         10.1     Power to Redeem if no Acquiring Person Statement is Filed.
Control shares acquired in a control share acquisition, with respect to which no
acquiring person statement has been filed with the Corporation, may, at any time
during the period ending 60 days after the last acquisition of control shares or
the power to direct the exercise of voting power of control shares by the
acquiring person, be redeemed by the Corporation at the fair value of the
shares.

         10.2     Power to Redeem After Shareholder Vote. After an acquiring
person statement has been filed and after the meeting at which the voting rights
of the control shares acquired in a control share acquisition are submitted to
the shareholders, the shares are subject to redemption by the Corporation at the
fair value of the shares unless the shares are accorded full voting rights by
the shareholders pursuant to Section 798 of the Michigan Business Corporation
Act.

         10.3     Procedure for Redemption. A redemption of shares by the
Corporation pursuant to Sections 10.1 or 10.2 shall be made upon election to
redeem by the Board of Directors. Written notice of the election shall be sent
to the acquiring person within seven days after the election is made. The
determination of the Board of Directors as to fair value shall be conclusive.
Payment shall be made for the control shares subject to redemption within 30
days after the election to redeem is made at a date and place selected by the
Board of Directors. The Board of Directors may adopt additional procedures to
accomplish a redemption.

         10.4     Interpretation of ARTICLE X. This ARTICLE X is adopted
pursuant to Section 799 of the Michigan Business Corporation Act, and the terms
used in this ARTICLE X shall have the meanings of the terms in Section 799.

                         ARTICLE XI -- SCOPE OF BYLAWS

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

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