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                                                                   EXHIBIT 3(c)

                         AMENDED AND RESTATED BYLAWS OF

                             ELLETT BROTHERS, INC.

                                   ARTICLE I

                          OFFICES AND REGISTERED AGENT

         SECTION 1.01. PRINCIPAL OFFICE. The Corporation shall maintain its
Principal Office in the City of Chapin, State of South Carolina, or such other
place as designed from time to time by the Board of Directors for the principal
executive offices of the Corporation.

         SECTION 1.02. REGISTERED OFFICE. The Corporation shall maintain a
Registered Office as required by the South Carolina Business Corporation Act of
1988, as amended from time to time (the "Act"), at a location in the State of
South Carolina designated by the Board of Directors from time to time. In the
absence of a contrary designation by the Board of Directors, the Registered
Office of the Corporation shall be located at its Principal Office.

         SECTION 1.03. OTHER OFFICES. The Corporation may have such other
offices within and without the State of South Carolina as the business of the
Corporation may require from time to time. The authority to establish or close
such other offices may be delegated by the Board of Directors to one or more of
the Corporation's Officers.

         SECTION 1.04. REGISTERED AGENT. The Corporation shall maintain a
Registered Agent as required by the Act who shall have a business office at the
Corporation's Registered Office. The Registered Agent shall be designated by
the Board of Directors from time to time to serve at its pleasure. In the
absence of such designation the Registered Agent shall be the Corporation's
Secretary.

         SECTION 1.05. FILINGS. In the absence of directions from the Board of
Directors to the contrary, the Secretary of the Corporation shall cause the
Corporation to maintain currently all filings in respect of the Registered
Office and Registered Agent with all governmental officials as required by the
Act or otherwise by law.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.01. ANNUAL MEETINGS. An annual meeting of the Corporation's
shareholders shall be held once each calendar year for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the meeting. The annual meeting shall be held at the time and place
designated by the Chairman of the Board or the Board of Directors from time to
time. In the absence of or in the event of any conflict between any such
designation, the annual meeting shall be held at the Corporation's Principal
Office at the hour of ten o'clock in the morning on the second Tuesday of the
sixth month following the Corporation's


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fiscal year-end; but if that day shall be a holiday under federal or South
Carolina law, then such annual meeting shall be held on the next succeeding
business day.

         SECTION 2.02. SPECIAL MEETINGS. Special meetings of the Corporation's
shareholders may be called for any one or more lawful purposes by the
Corporation's President, the Chairman of the Board, a majority of the
Directors, or the holders of record of ten percent of the Corporation's
outstanding shares of stock entitled to vote at such meeting. Special meetings
of the shareholders shall be held at a time and location designated by the
Chairman of the Board or by a majority of the Directors as reflected in the
notice of the meeting provided for hereinafter; provided, however, that if the
Chairman of the Board or a majority of Directors do not designate a time and
location, such meetings shall be held at the Corporation's Principal Office at
the hour of ten o'clock in the morning on the date designated in the notice of
the meeting provided for below. In the event that the Chairman of the Board and
a majority of Directors timely designate different times or locations, then the
designations of the majority of the Directors shall control.

         SECTION 2.03. NOTICE OF MEETINGS, WAIVER OR NOTICE. Written or printed
notice of all meetings of shareholders shall be delivered not less than ten nor
more than sixty days before the meeting date, either personally, by mail, or by
any other method permitted under the Act, to all shareholders of record
entitled to vote at such meeting. If mailed, the notice shall be deemed to be
delivered when deposited with postage thereon prepaid in the United States
mail, addressed to the shareholder at the shareholder's address as it appears
on the Corporation's records, or if a shareholder shall have filed with the
Secretary of the Corporation a written request that notices to such shareholder
be mailed to some other address, then directed to such shareholder at that
other address. Such notice shall state the date, time, and place of the meeting
and, in the case of a special meeting, the purpose or purposes for which such
meeting was called. At the written request, delivered personally or by
registered or certified mail, of the person or persons calling a special
meeting of shareholders, the President or Secretary of the Corporation shall
fix the date and time of the meeting and provide notice thereof to the
shareholders as required above; provided, however, such date shall in no event
be fixed less than ten or more than sixty days from the date the request was
received. If the notice of the meeting is not given within fifteen days after
the request is made to the President or Secretary, the person or persons
calling the meeting may fix the date and time of the meeting and give or cause
to be given the notice thereof required above. Notice of a meeting of
shareholders need not be given to any shareholder who attends such meeting or
who, in person or by proxy, signs a waiver of notice either before or after the
meeting. To be effective such waiver shall contain statements or recitals
sufficient to identify beyond reasonable doubt the meeting to which it applies.
Such statements or recitals may, but need not necessarily, include reference to
the date and purpose of the meeting and the business transacted thereat.
Statement or recital of the proper date of a meeting shall be conclusive
identification of the meeting to which a waiver of notice applies unless the
waiver contains additional statements or recitals creating a patent ambiguity
as to its proper application.

         SECTION 2.04. QUORUM. Except as may otherwise be required by the Act
or the Corporation's Articles of Incorporation, at any meeting of shareholders
the presence, in person or by proxy, of the holders of a majority of the
outstanding shares entitled to vote thereat shall constitute a quorum for the
transaction of any business properly before the meeting. Shares entitled to
vote as a separate voting group on a matter may take action at a meeting on
such matter only if a quorum of the shares in the separate voting group are
present in person or by


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proxy at the meeting. Except as may otherwise be required by law or the
Corporation's Articles of Incorporation, at any meeting of shareholders the
presence, in person or by proxy, of the holders of a majority of the
outstanding shares in a separate voting group entitled to vote thereat as
separate voting group, if any, shall constitute a quorum of such separate
voting group for purposes of such matter. In the absence of a quorum a meeting
may be adjourned from time to time, in accordance with the provisions
concerning adjournments contained elsewhere in these Bylaws, by the holders of
a majority of the shares represented at the meeting in person or in proxy. At
such adjourned meeting a quorum of Shareholders may transact such business as
might have been properly transacted at the original meeting.

         SECTION 2.05. TRANSACTION OF BUSINESS. Business transacted at an
annual meeting of shareholders may include all such business as may properly
come before the meeting. Business transacted at a special meeting of
shareholders shall be limited to the purposes stated in the notice of the
meeting.

         SECTION 2.06. SHAREHOLDERS OF RECORD. For the purpose of determining
shareholders entitled to vote at any meeting of shareholders, or entitled to
receive dividends or other distributions, or in connection with any other
proper purpose requiring a determination of shareholders, the Board of
Directors shall by resolution fix a record date for such determination. The
date shall be not more than fifty and not less than ten days prior to the date
on which the activity requiring the determination is to occur. The shareholders
of record appearing in the stock transfer books of the Corporation at the close
of business on the record date so fixed shall constitute the shareholders of
right in respect of the activity in question. In the absence of action by the
Board of Directors to fix a record date, the record date shall be ten days
prior to the date on which the activity requiring a determination of
shareholders is to occur. A determination of shareholders of record entitled to
notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting to a date not later than one hundred twenty days
after the date fixed for the original meeting; provided, however, that the
Board of Directors may in its discretion fix a new record date for any
adjourned meeting.

         SECTION 2.07. VOTING. Except as may otherwise be required by the Act
or the Corporation's Articles of Incorporation, and subject to the provisions
concerning shareholders of record contained elsewhere in these Bylaws, a person
(or his proxy) present at a meeting of shareholders shall be entitled to one
vote for each share of voting stock as to which such person is the shareholder
of record. In elections of Directors, those candidates receiving the greater
number of votes cast (although not necessarily a majority of votes cast) at the
meeting shall be elected. Any other corporate action shall be authorized by a
majority of the votes cast at the meeting unless otherwise provided by the Act,
the Corporation's Articles of Incorporation, or these Bylaws.

         SECTION 2.08. VOTING INSPECTORS. For each meeting of Shareholders an
odd number of persons (which may be only one person) shall be appointed to
serve as voting inspectors, either by the Board of Directors prior to the
meeting or by the presiding official at the meeting. The voting inspectors may
include one or more representatives of the Corporation's Transfer Agent, if
any. The voting inspectors shall by majority decision (if more than one
inspector) resolve all disputes which may arise concerning the qualification of
voters, the validity of proxies, the existence of a quorum, the voting power of
shares, and the acceptance, rejection, and tabulation


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of votes. Each voting inspector shall take an oath (which may be in writing) to
execute his duties impartially and to the best of his ability. Such oath shall
be administered to each voting inspector before a voting inspector enters upon
the discharge of his duties. The Corporation is entitled to reject a vote,
consent, waiver, or proxy appointment if the voting inspector(s), acting in
good faith, has reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the shareholder. Neither
the Corporation nor the voting inspector(s) who accepts or rejects a vote,
consent, waiver, or proxy appointment in good faith and in accordance with the
standards of this section shall be liable in damages to any shareholder for the
consequences of the acceptance or rejection. Corporate action based on the
acceptance or rejection of a vote, consent, waiver, or proxy appointment under
this Section 2.08 is valid unless a court of competent jurisdiction determines
otherwise.

         SECTION 2.09. ADJOURNMENTS. A majority of the voting shares held by
shareholders of record present in person or by proxy at a meeting of
shareholders may (whether or not constituting a quorum) adjourn a meeting from
time to time to a date, time, and place fixed by notice as provided for above
or, if such date is less than thirty days from the date of adjournment, to a
date, time, and place fixed by the majority vote and announced at the original
meeting prior to adjournment.

         SECTION 2.10. ACTION WITHOUT MEETING. Holders of record of voting
shares may take action without meeting by written consent as to such matters
and in accordance with such requirements and procedures as may be permitted by
the Act.

         SECTION 2.11. PROXIES. At all meetings of shareholders, a shareholder
may vote in person or by proxy. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting. A proxy must be filed (a)
in writing executed by the shareholder or by his duly authorized attorney in
fact, or (b) by a telegram or cablegram appearing to have been transmitted by
the shareholder; provided, however that the Board of Directors may also
establish procedures by which shareholders can file proxies with the Secretary
by telecopier facsimile transmission. No proxy shall be valid after eleven
months from the date of its execution unless it qualifies as an irrevocable
proxy under the Act.

         SECTION 2.12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted, either in person or by proxy, by
the officer, agent, or proxy as the bylaws of that corporation may prescribe,
or in the absence of such provision, as the board of directors of that
corporation may determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
such trustee either in person or by proxy, but no trustee shall be entitled to
vote shares held by such trustee without a transfer of the shares into such
trustee's name as trustee.

         Shares standing in the name of a receiver may be voted, either in
person or by proxy, by the receiver, and shares held by or under the control of
a receiver may be voted, either in person or by proxy, by the receiver without
the transfer thereof into such receiver's name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.


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         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote, either in person or by proxy,
the shares so transferred.

         SECTION 2.13. ACTION. Approval of actions by shareholders shall be in
accordance with the requirements of the Act, except to the extent otherwise
provided by the Articles of Incorporation.

         SECTION 2.14. INSPECTION RIGHTS. The shareholders shall have only such
rights to inspect records of this Corporation to the extent, and according to
the procedures and limitations, prescribed by the Act.

         SECTION 2.15. CONDUCT OF MEETINGS. The Chairman of the Board of
Directors shall preside at each meeting of shareholders. In the absence of the
Chairman, the meeting shall be chaired by an officer of the Corporation in
accordance with the following order: Chief Executive Officer, President and
Vice President. In the absence of all such officers, the meeting shall be
chaired by an officer of the Corporation chosen by the vote of a majority in
interest of the shareholders present in person or represented by proxy and
entitled to vote thereat. The Secretary or in his or her absence an Assistant
Secretary or in the absence of the Secretary and all Assistant Secretaries a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof.

         The Board of Directors of the Corporation shall be entitled to make
such rules or regulations for the conduct of meetings of shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
shareholders of record of the Corporation and their duly authorized and
constituted proxies and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comment by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board of Directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure

                                  ARTICLE III

                                   DIRECTORS

         SECTION 3.01. AUTHORITY. The Board of Directors shall have ultimate
authority over the conduct and management of the business and affairs of the
Corporation.


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         SECTION 3.02. NUMBER. The Corporation shall have an authorized range
of no fewer than two and no more than seven Directors. The number of Directors
within such authorized range: (a) initially shall be established at two
Directors; and (b) thereafter shall be established from time to time without
amendment to these Bylaws by resolution of the Board of Directors or as
otherwise provided by law. The authorized range and established number of
Directors may be increased or decreased from time to time by resolution of the
Board of Directors; provided, however, that after election of Directors at the
first annual meeting of the shareholders, the established number of Directors
may be increased or decreased from time to time by resolution of the Board of
Directors only by a number of Directors that is thirty percent (30%) or less of
the number of Directors last elected by the shareholders, and only the
shareholders may increase or decrease by more than thirty percent (30%) the
established number of Directors last elected by the shareholders. No decrease
in the authorized range or established number of Directors shall have the
effect of shortening the term of any incumbent Director.

         SECTION 3.03. TENURE. Each Director shall hold office from the date of
his election and qualification until his successor shall have been duly elected
and qualified, or until his earlier removal, resignation, death, or incapacity.
An election of all Directors by the shareholders shall be held at each annual
meeting of the Corporation's shareholders. A Director need not be a
shareholder. In case of any increase in the number of Directors, the additional
directorships so created may be filled in the first instance in the same manner
as a vacancy in the Board of Directors.

         SECTION 3.04. REMOVAL. Any Director may be removed from office, with
or without cause, by a vote of the holders of a majority of the shares of the
Corporation's voting stock. Any Director may be removed from office with cause
by a majority vote of the Board of Directors at a meeting at which only the
removal and replacement of the Director or Directors in question shall be
considered.

         SECTION 3.05. VACANCIES. The Board of Directors may by majority vote
of the Directors then in office, regardless of whether such Directors
constitute a quorum, elect a new Director to fill a vacancy on the Board of
Directors; provided, however, that no person may be elected to fill a vacancy
created by his removal from office pursuant to these Bylaws.

         SECTION 3.06. ANNUAL AND REGULAR MEETINGS. An annual meeting of the
Board of Directors shall be called and held for the purpose of annual
organization, changes in the established number of Directors, if any,
appointment of Officers and committees, and transaction of any other business.
If such meeting is held promptly after and at the place specified for the
annual meeting of shareholders, no notice of the annual meeting of the Board of
Directors need be given. Otherwise, such annual meeting of the Board of
Directors shall be held at such time (at any time prior to and not more than
thirty days after the annual meeting of shareholders) and place as may be
specified in the notice of the meeting. The Board of Directors may by
resolution provide for the holding of additional regular meetings without
notice other than such resolution; provided, however, the resolution shall fix
the dates, times, and places (which may be anywhere within or without the State
of the Corporation's Principal Office) for these regular meetings. Except as
otherwise provided by law, any business may be transacted at any annual or
regular meeting of the Board of Directors.


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         SECTION 3.07. SPECIAL MEETINGS; NOTICE OF SPECIAL MEETING. Special
meetings of the Board of Directors may be called for any lawful purpose or
purposes by any Director or the President of the Corporation. The person
calling a special meeting shall give, or cause to be given, to each Director at
his business address, notice of the date, time and place of the meeting by any
normal means of communication not less than seventy-two hours nor more than
sixty days prior thereto. The notices may, but need not, describe the purpose
of the meeting. If mailed, the notice shall be deemed to be delivered when
deposited in the United States mail addressed to the Director's business
address, with postage thereon prepaid. If notice is given by telegram, the
notice shall be deemed delivered when the telegram is delivered to the
telegraph company and the transmission fee therefor is paid. If notice is given
by telecopier facsimile transmission, the notice shall be deemed delivered when
the facsimile of the notice is transmitted to a telecopier facsimile receipt
number designated by the receiving Director, if any, so long as such director
transmits to the sender an acknowledgment of receipt. Any time or place fixed
for a special meeting must permit participation in the meeting by means of
telecommunications as authorized below.

         SECTION 3.08. WAIVER OF NOTICE OF SPECIAL MEETINGS. Notice of a
special meeting need not be given to any Director who signs a waiver of notice
either before or after the meeting. To be effective the waiver shall contain
recitals sufficient to identify beyond reasonable doubt the meeting to which it
applies. The recitals may, but need not necessarily, include reference to the
date and purpose of the meeting and the business transacted thereat. Recital of
the proper date of a meeting shall be conclusive identification of the meeting
to which a waiver of notice applies unless the waiver contains additional
recitals creating a patent ambiguity as to its proper application. The
attendance of a Director at a special Directors meeting shall constitute a
waiver of notice of that meeting, except where the Director attends the meeting
for the sole and express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

         SECTION 3.9. PARTICIPATION BY TELECOMMUNICATIONS. Any Director may
participate in, and be regarded as present at, any meeting of the Board of
Directors by means of conference telephone or any other means of communication
by which all persons participating in the meeting can hear each other at the
same time.

         SECTION 3.10. QUORUM. A majority of Directors in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.

         SECTION 3.11. ACTION. The Board of Directors shall take action
pursuant to resolutions adopted by the affirmative vote of a majority of the
Directors participating in a meeting at which a quorum is present, or the
affirmative vote of a greater number of Directors where required by the
Corporation's Articles of Incorporation or otherwise by law.

         SECTION 3.12. ACTION WITHOUT MEETING. Any action permitted by the Act
and required or permitted to be taken by the Board of Directors at an annual,
regular, or special meeting may be taken without a meeting if a consent in
writing, setting forth the action taken, shall be signed by all of the
Directors in accordance with the procedures authorized by the Act.


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         SECTION 3.13. PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting, or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
his dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. The right to dissent shall not apply to a
Director who voted in favor of such action.

         SECTION 3.14. EXECUTIVE COMMITTEE. The Board of Directors shall by
resolution, adopted in accordance with the Act, designate and delegate
authority to an Executive Committee with any or all such authority as may be
permitted by the Act. The Executive Committee shall be a standing committee
appointed annually. The Executive Committee shall be composed of two or more
members, who shall serve at the pleasure of the Board of Directors. All voting
members of the Executive Committee must be Directors of the Corporation
appointed by the Board of Directors in accordance with Section 33-8-240 of the
Act. The Chairman of the Executive Committee shall be elected by the Board of
Directors from the Directors appointed to the Executive Committee. The Chairman
of the Executive Committee shall have such duties and authority as set forth in
these Bylaws. The Chairman of the Board shall be a member of the Executive
Committee. The duties, constitution, and procedures of the Executive Committee
shall be prescribed by the Board of Directors. In the absence, incapacity,
inability, or refusal of the President to act, the Executive Committee shall
designate an Officer or Director temporarily or indefinitely to assume the
authority and perform the duties of the President, which designee shall serve
in such capacity at the pleasure of the Executive Committee.

         SECTION 3.15. OTHER COMMITTEES. The Board of Directors may from time
to time by resolution, adopted in accordance with the Act, designate and
delegate authority to an Audit Committee, a Compensation Committee, and other
committees, with any or all such authority as may be permitted by the Act. Any
such committee may be designated as a standing committee appointed annually or
as a special committee for specific circumstances or transactions with a
limited duration. Each committee shall be composed of two or more members, who
shall serve at the pleasure of the Board of Directors. All voting committee
members must be Directors of the Corporation appointed by the Board of
Directors in accordance with Section 33-8-240 of the Act. The Chairman of the
Board shall be given notice of all committee meetings and may in his discretion
attend meetings of any committee to which he is not appointed as a member. The
duties, constitution, and procedures of any committee shall be prescribed by
the Board of Directors. The Board of Directors shall designate one member of
each committee as its chairman. In the event the Corporation is listed on the
NASDAQ National Merit System, and so long as the Board of Directors determines
in its discretion to maintain such listing, the Board of Directors shall
designate, delegate such authority to, and appoint, as a standing committee, an
Audit Committee which satisfies the applicable NASDAQ/NMS criteria.

         SECTION 3.16. COMMITTEE MEETINGS. A majority of each committee's
voting members shall constitute a quorum for the transaction of business by the
committee, and each committee shall take action pursuant to resolutions adopted
by a majority of the committee's voting members participating in a meeting at
which a quorum of the committee is present. Each committee may also take action
without a meeting if a consent in writing, setting forth the action


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taken, shall be signed by all of the committee's voting members in accordance
with the procedures authorized by the Act. Special meetings of any committee
may be called at any time by any Director who is a member of the committee or
by any person entitled to call a special meeting of the full Board of
Directors. Except as otherwise provided in this section, the conduct of all
meetings of any committee, including notice thereof, and the taking of any
action by such committee, shall be governed by Sections 3.06 through 3.13 of
this Article.

         SECTION 3.17. COMPENSATION. The Board of Directors may by resolution
authorize payment to all Directors of a uniform fixed sum for attendance at
each meeting or a stated salary (which need not be uniform) as a Director, or a
combination thereof, in such amounts as the Board may determine from time to
time. The Board of Directors may, in its discretion, authorize payments of
greater amounts or different forms to the Chairman of the Board or particular
Directors or committee members than are paid to other Directors. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore. The Board of Directors may also
by resolution authorize the payment or reimbursement of all expenses of each
Director related to the Director's attendance at meetings or other service to
the Corporation.

         SECTION 3.18. NOTIFICATION OF NOMINATIONS. Nominations for the
election of Directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors. Any shareholder
entitled to vote for the election of directors at a meeting may nominate
persons for election as Directors only if written notice of such shareholder's
intent to make such nomination is given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, 120 days in advance of such meeting, and (ii) with respect to any
election to be held at a special meeting of shareholders for the election of
directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such notice shall
set forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (b) a representation
that such shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice, (c) a
description of all arrangements or understandings between such shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
shareholder, (d) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors, and (e) the consent of each nominee to serve as a Director of the
Corporation if elected. The chairman of a shareholder meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

         SECTION 3.19. ORDER OF BUSINESS. Unless otherwise determined by the
Chairman of the Board, the order of business at the annual meeting, and so far
as practicable at all other meetings of the Board of Directors, shall be as
follows:

         1.       Determination of a quorum


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         2.       Reading and disposal of all unapproved minutes
         3.       Reports of Officers and committees, if applicable
         4.       Change in established number of Directors, if applicable
         5.       Appointment of Officers and committees, if applicable
         6.       Unfinished business, if applicable
         7.       New business
         8.       Adjournment

         Unless, and to the extent, determined by the Board of Directors or the
chairman of the meeting, or unless required by a specific rule to the contrary
in these Bylaws, the Articles of Incorporation, or the Act, meetings of the
Board of Directors shall not be required to be held in accordance with rules of
parliamentary procedure.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.01. IN GENERAL. The Officers of the Corporation shall
consist of a Chairman of the Board, a Chairman of the Executive Committee, a
President, one or more Vice Presidents, a Secretary, and a Treasurer, and such
additional vice presidents, assistant secretaries, assistant treasurers and
other officers and agents as the Board of Directors deems advisable from time
to time. All Officers shall be appointed by the Board of Directors to serve at
the pleasure of the Board. Except as may otherwise be provided by Act or in the
Articles of Incorporation, any Officer may be removed by the Board of Directors
at any time, with or without cause. Any vacancy, however occurring, in any
office may be filled by the Board of Directors for the unexpired term. One
person may hold two or more offices. Each Officer shall exercise the authority
and perform the duties as may be set forth in these Bylaws and any additional
authority and duties as the Board of Directors shall determine from time to
time.

         SECTION 4.02. CHAIRMAN OF THE BOARD. The Board of Directors shall
elect from the Directors a Chairman of the Board to serve at the pleasure of
the Board of Directors. The Chairman of the Board shall whenever possible
preside at all meetings of shareholders and all meetings of the Board of
Directors. Except as otherwise provided herein and as may be specifically
limited by resolution of the Board of Directors or Executive Committee, the
Chairman of the Board may execute on the Corporation's behalf any and all
contracts, agreements, notes, bonds, deeds, mortgages, certificates,
instruments, and other documents. The Chairman of the Board shall exercise such
additional authority and duties as set forth in these Bylaws and as the Board
of Directors shall determine from time to time.

         SECTION 4.03. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Board of
Directors shall elect from the Directors (who are appointed to the Executive
Committee) a Chairman of the Executive Committee to serve at the pleasure of
the Board of Directors. The Chairman of the Executive Committee shall preside
at all meetings of the Executive Committee. In the absence of the Chairman of
the Board, the Chairman of the Executive Committee shall preside at all
meetings of the shareholders and all meetings of the Board of Directors. Except
as otherwise provided herein and as may be specifically limited by resolution
of the Board of Directors or


<PAGE>   11


Executive Committee, the Chairman of the Executive Committee may execute on the
Corporation's behalf any and all contracts, agreements, notes, bonds, deeds,
mortgages, certificates, instruments, and other documents. The Chairman of the
Executive Committee shall exercise such additional authority and duties as set
forth in these Bylaws and as the Board of Directors shall determine from time
to time.

         SECTION 4.04. PRESIDENT. The President shall, subject to the authority
of the Board of Directors and Executive Committee, manage the business and
affairs of the Corporation. The President shall see that the resolutions of the
Board of Directors and committees thereof are put into effect. Except as
otherwise provided herein, the President may execute on the Corporation's
behalf such contracts, agreements, notes, bonds, deeds, mortgages,
certificates, instruments, and other documents as may be authorized by specific
or general resolution of the Board of Directors. The President shall also
perform such other duties and may exercise such other powers as are incident to
the office of president and as are from time to time assigned to him by the
Act, these Bylaws, the Board of Directors, the Chairman of the Board, or the
Chairman of the Executive Committee.

         SECTION 4.05. VICE PRESIDENTS. Except as otherwise determined by the
Board of Directors, each Vice President shall serve under the direction of the
President. Except as otherwise provided herein, each Vice President shall
perform such duties and may exercise such powers as are incident to the office
of vice president and as are from time to time assigned to him by the Act,
these Bylaws, the Board of Directors, the Chairman of the Board, the Chairman
of the Executive Committee, or the President.

         SECTION 4.06. SECRETARY. Except as otherwise provided by these Bylaws
or determined by the Board of Directors, the Secretary shall serve under the
direction of the President. The Secretary shall whenever possible attend all
meetings of the shareholders and the Board of Directors, and whenever the
Secretary cannot attend such meetings, such duty shall be delegated by the
presiding officer for such meeting to a duly authorized assistant secretary.
The Secretary shall record or cause to be recorded under his general
supervision the proceedings of all such meetings and any other actions taken by
the shareholders or the Board of Directors (or by any committee of the Board in
place of the Board) in a book or books (or similar collection) to be kept for
such purpose. The Secretary shall give, or cause to be given, all notices in
connection with such meetings. The Secretary shall be the custodian of the
Corporate seal and affix the seal to any document requiring it, and to attest
thereto by signature. The Secretary may delegate his authority to affix the
Corporation's seal and attest thereto by signature to any Assistant Secretary.
The Board of Directors may give general authority to any other officer or
specified agent to affix the Corporation's seal and to attest thereto by
signature. Unless otherwise required by law, the affixing of the Corporation's
seal shall not be required to bind the Corporation under any documents duly
executed by the Corporation and the use of the seal shall be precatory in the
discretion of the Corporation's duly authorized signing officers. The Secretary
shall properly keep and file, or cause to be properly kept and filed under his
supervision, all books, reports, statements, notices, waivers, proxies,
tabulations, minutes, certificates, documents, records, lists, and instruments
required by the Act or these Bylaws to be kept or filed, as the case may be.
The Secretary may when requested, and shall when required, authenticate any
records of the Corporation. Except to the extent otherwise required by the Act,
the Secretary may maintain, or cause to be maintained, such items within or
without the State of South Carolina at any


<PAGE>   12


reasonable place. In the event the Board of Directors designates and engages a
Transfer Agent, as permitted by these Bylaws, such duties of keeping such
shareholder records and the like accepted by such Transfer Agent shall be
deemed delegated from the Secretary to such Transfer Agent, but such Transfer
Agent shall be subject to supervision of the Secretary. The Secretary shall
perform such other duties and may exercise such other powers as are incident to
the office of secretary and as are from time to time assigned to him by the
Act, these Bylaws, the Board of Directors, the Chairman of the Board, or the
President.

         SECTION 4.07. TREASURER. Except as otherwise provided by these Bylaws
or determined by the Board of Directors, the Treasurer shall serve under the
direction of the President. The Treasurer shall, under the direction of the
President, keep safe custody of the Corporation's funds and securities,
maintain and give complete and accurate books, records, and statements of
account, give and receive receipts for moneys, and make deposits of the
Corporation's funds, or cause the same to be done under his supervision. The
Treasurer shall upon request report to the Board of Directors on the financial
condition of the Corporation. The Treasurer may be required by the Board of
Directors at any time and from time to time to give such bond as the Board may
determine. The Treasurer shall perform such other duties and may exercise such
other powers as are incident to the office of treasurer and as are from time to
time assigned to him by the Act, these Bylaws, the Board of Directors, the
Chairman of the Board, or the President.

         SECTION 4.08. ASSISTANT OFFICERS. Except as otherwise provided by
these Bylaws or determined by the Board of Directors, the Assistant Secretaries
and Assistant Treasurers, if any, shall serve under the immediate direction of
the Secretary and the Treasurer, respectively, and under the ultimate direction
of the President. The Assistant Officers shall assume the authority and perform
the duties of their respective immediate superior officer as may be necessary
at the direction of such immediately superior officer, or in the absence,
incapacity, inability, or refusal of such immediate superior officer to act.
The seniority of Assistant Officers shall be determined from their dates of
appointment unless the Board of Directors shall otherwise specify.

         SECTION 4.09. SALARIES. The salaries and other compensation of the
officers shall be fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving a salary or other compensation by
reason of the fact that he is also a Director of the Corporation.

                                   ARTICLE V

                                INDEMNIFICATION

         SECTION 5.01. SCOPE. Every person who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or a person of whom he is the legal
representative is or was a Director or Officer of the Corporation or is or was
serving at the request of the Corporation or for its benefit as a director or
officer of another corporation, or as its representative in a partnership,
joint venture, trust, or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under and pursuant to the
Act (and


<PAGE>   13


regardless of whether such proceeding is by or in the right of the
Corporation), against all expenses, liabilities, and losses (including without
limitation attorneys' fees, judgments, fines, and amounts paid or to be paid in
settlement) suffered, or reasonably incurred by him in connection therewith.
Such right of indemnification shall be a contract right that may be enforced in
any manner desired by such person. Such right of indemnification shall not be
exclusive of any other right which such Directors, Officers, or representatives
may have or hereafter acquire and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of Shareholders, insurance, provision of law,
or otherwise, as well as their rights under this Article V. The Corporation may
contract in advance to provide indemnification.

         SECTION 5.02. ADVANCES AND REIMBURSEMENTS. The determination that
indemnification under this Article V is permissible and the evaluation as to
the reasonableness of expenses in a specific case shall be made, in the case of
a Director, as provided by the Act, and in the case of an Officer or other
person indemnified under Section 5.03, if any, as provided in Section 5.03 of
this Article; provided, however, that if a majority of the Directors of the
Corporation has changed after the date of the alleged conduct giving rise to a
claim for indemnification, such determination and evaluation shall, at the
option of the person claiming indemnification, be made by special legal counsel
agreed upon by the Board of Directors and such person. Unless a determination
has been made that indemnification is not permissible, and upon receipt of such
written affirmation as required by the Act from the person to be indemnified,
the Corporation shall make advances and reimbursements for expenses incurred by
a Director or Officer or other person indemnified under Section 5.03, if any,
in a proceeding upon receipt of an undertaking from him to repay the same if it
is ultimately determined that he is not entitled to indemnification. Such
undertaking shall be an unlimited, unsecured general obligation of the Director
or Officer and shall be accepted without reference to his ability to make
repayment. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a Director or Officer acted in such a manner
as to make him ineligible for indemnification.

         SECTION 5.03. INDEMNIFICATION OF OTHER PERSONS. The Corporation may,
to a lesser extent or to the same extent that the Corporation is required to
provide indemnification to its Directors and Officers, provide indemnification
and make advances and reimbursements for expenses to (a) its employees, agents,
and advisors, (b) the directors, officers, employees, agents, and advisors of
its subsidiaries and predecessor entities, and (c) any person serving any other
legal entity in any capacity at the request of the Corporation; and, if
authorized by general or specific action of the Board of Directors, may
contract in advance to do so. The determination that indemnification under this
Section is permissible, the authorization of such indemnification, and the
advance or reimbursement, if any, and the evaluation as to the reasonableness
of expenses in a specific case, shall be made as authorized from time to time
by general or specific action of the Board of Directors, which action may be
taken before or after a claim for indemnification is made, or as otherwise
provided by the Act. No person's rights under Sections 5.01 or 5.02 of this
Article shall be limited by the provisions of this Section 5.03.

         SECTION 5.04. INDEMNIFICATION PLAN. The Board of Directors may from
time to time adopt an Indemnification Plan implementing the rights granted in
Section 5.01. This Indemnification Plan shall set forth in detail any other
mechanics for exercise of the


<PAGE>   14


indemnification rights granted in this Article V, and shall be binding upon all
parties except to the extent it is proven to be inconsistent with these Bylaws
or the Act. The absence of the adoption of such plan, however, shall not
vitiate the effectiveness of the rights conferred by this Article V.

         SECTION 5.05. INSURANCE. The Board of Directors may cause the
Corporation to purchase and maintain insurance on behalf of any person who is
or was a Director or Officer of the Corporation, or is or was serving at the
request of the Corporation as a Director or Officer of another corporation, or
as its representative in a partnership, joint venture, trust, or other
enterprise, or any other person indemnified or described as the subject of
potential indemnification in this Article V, against any liability asserted
against such person and incurred in any such capacity or arising out of such
status, whether or not the Corporation would have the power to indemnify such
person.

         SECTION 5.06. MISCELLANEOUS. Every reference in this Article V to
persons who are or may be entitled to indemnification shall include all persons
who formerly occupied any of the positions referred to and their respective
heirs, executors, and administrators. Special legal counsel selected to make
determinations under this Article V may be counsel for the Corporation.
Indemnification pursuant to this Article V shall not be exclusive of any other
right of indemnification to which any person may be entitled, including
indemnification pursuant to valid contract, indemnification by legal entities
other than the Corporation and indemnification under policies of insurance
purchased and maintained by the Corporation or others. However, no person shall
be entitled to indemnification by the Corporation to the extent prohibited by
the Act or to the extent he is indemnified by another, including an insurer;
provided, however, that the Corporation may make advances and reimbursements,
subject to appropriate repayment obligations, under Section 5.02 if the
effectiveness of such other indemnification will be delayed. The provisions of
this Article shall not be deemed to prohibit the Corporation from entering into
contracts otherwise permitted by law with any individuals or legal entities,
including those named above, for the purpose of conducting the business of the
Corporation. Indemnification of any person under this Article V shall be
implemented only in accordance with procedures and requirements mandated by the
Act and by plans, if any, adopted pursuant to Section 5.04. If any provision of
this Article V or its application to any person or circumstance is held invalid
by a court of competent jurisdiction, the invalidity shall not affect other
provisions or applications of this Article V, and to this end the provisions of
this Article V are severable.

                                   ARTICLE VI

                                  TRANSACTIONS

         SECTION 6.01. CONTRACTS. The Board of Directors may authorize any
Officer or Officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

         SECTION 6.02. LOANS. The Board of Directors may authorize any Officer
or Officers, or agent or agents, to contract any indebtedness and grant
evidence of indebtedness and collateral


<PAGE>   15


therefor in the name of an on behalf of the Corporation, and such authority may
be general or confined to specific instances.

         SECTION 6.03. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by the Officer or Officers, or
agent or agents of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

         SECTION 6.04. DEPOSITS. 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 select.

         SECTION 6.05. VOTING OF SHARES IN OTHER CORPORATIONS OWNED BY THE
CORPORATION. Subject always to the specific directions of the Board of
Directors, any share or shares of stock issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders'
meeting of the other corporation by the Chairman of the Board, the Chairman of
the Executive Committee, or the President of the Corporation if any of them is
present, or in their absence by any Vice-President of the Corporation who may
be present. Whenever, in the judgment of the Chairman of the Board, the
Chairman of the Executive Committee, or the President, or in their absence, of
any Vice-President, it is desirable for the Corporation to execute a proxy or
give a shareholders' consent in respect to any share or shares of stock issued
by any other corporation and owned or controlled by the Corporation, the proxy
or consent shall be executed in the name of the Corporation by the Chairman of
the Board, the Chairman of the Executive Committee, the President, or one of
the Vice-Presidents of the Corporation without necessity of any authorization
by the Board of Directors. Any person or persons designated in the manner above
stated as the proxy or proxies of the Corporation shall have full right, power
and authority to vote such share or shares of stock issued by the other
corporation.

                                  ARTICLE VII

                                     STOCK

         SECTION 7.01. CERTIFICATES FOR SHARES. Certificates representing
shares of capital stock of the Corporation shall state upon the face thereof
the name of the person to whom issued, the number of shares, the fact that the
Corporation is organized under the laws of the State of South Carolina, and
such other matters as the Board of Directors may approve or as may be required
by the Act. Each certificate shall be signed by (a) any one of the Chairman of
the Board, the Chairman of the Executive Committee, the President, or a Vice
President, and (b) by any one of the Secretary or an Assistant Secretary. Where
a certificate is countersigned by (i) a Transfer Agent other than the
Corporation or its employee, or (ii) a registrar other than the Corporation or
its employee, any other signature on the certificate may be a facsimile. In
case any Officer 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 were such Officer at
the date of issue. All certificates for shares shall be consecutively numbered.
Certificates for shares of different classes, and different series within a
class, to the extent authorized, if any, shall bear appropriate designations to
identify the class or series as required by the Act.


<PAGE>   16


         SECTION 7.02. STOCK TRANSFER BOOKS. The name and address of the person
to whom the shares represented thereby are issued, with the number of shares
and date of issuance, shall be entered on the stock transfer books of the
Corporation. Such stock transfer books shall be maintained by the Secretary or
Transfer Agent as a record of the Corporation's shareholders, in a form that
permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class of shares showing the number and class of shares
held by each shareholder.

         SECTION 7.03. TRANSFER OF SHARES. Subject to the provisions of the Act
and to any transfer restrictions binding on the Corporation, transfer of shares
of the Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his agent, attorney-in-fact
or other legal representative, who shall furnish proper evidence of authority
to transfer, upon surrender for cancellation of the certificate for such
shares. Unless the Board of Directors in its discretion has by resolution
established procedures, if any, by which a beneficial owner of shares held by a
nominee may be recognized by the Corporation as the owner thereof, the person
in whose name shares stand on the stock transfer books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes. The
Corporation's stock transfer books maintained by the Secretary or the Transfer
Agent shall be conclusive in all such regards absent a determination by the
Board of Directors of manifest error. All certificates surrendered to the
Corporation for transfer shall be canceled.

         SECTION 7.04. NEW OR REPLACEMENT CERTIFICATES. No new stock
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate a substitute certificate may be issued
therefor upon: (a) the making of an affidavit by the holder of record of the
shares represented by such certificate setting forth the facts concerning the
loss, theft, or mutilation thereof; (b) delivery of such bond and/or indemnity
to the Corporation as the Secretary or Board of Directors may prescribe or as
may be required by law; and (c) satisfaction of such other reasonable
requirements (which may include without limitation advertisement of the same)
as the Secretary or Board of Directors may prescribe. To the extent permitted
by applicable law (including Section 36-8-405 of the South Carolina Uniform
Commercial Code), a new certificate may be issued without requiring any bond
when, in the judgment of the Board of Directors, it is not imprudent to do so;
and without limiting the generality of the foregoing, the Secretary or the
Board of Directors may in their discretion waive (except as prohibited by law)
any bond requirement otherwise applicable where the aggregate fair market value
of the shares represented by such lost, stolen, or mutilated certificate is
less than five hundred dollars based upon indicia deemed reasonable by the
waiving party.

         SECTION 7.05. BENEFICIAL OWNERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its stock transfer
books as the owner of shares to receive dividends or other distributions, and
to vote as such owner, and to hold liable for calls and assessments, if any, a
person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall have express or
other notice thereof, except as otherwise provided by the Act or by procedures,
if any, established by resolution of the Board of Directors in its discretion
by which a beneficial owner of shares held by a nominee may be


<PAGE>   17


recognized as the owner thereof. Such procedures, if any, shall also set forth
the extent of such recognition.

         SECTION 7.06 TRANSFER AGENT. The Board of Directors may, in its
discretion, appoint an independent institutional Transfer Agent to serve as
transfer agent and registrar for the Corporation's stock at the pleasure of the
Board. Such Transfer Agent shall assist the Corporation's Secretary and voting
inspectors in performance of their duties respecting shares of the
Corporation's stock. Such Transfer Agent shall maintain the Corporation's stock
transfer books and stock certificates in accordance with the Act, these Bylaws,
instructions of the Board of Directors, and customary procedures consistently
applied. Such Transfer Agent shall perform such other duties and shall be
entitled to exercise such other powers, as may be assigned to the Transfer
Agent from time to time by the Secretary or the Board of Directors.

         SECTION 7.07 TRANSFER RESTRICTIONS. The Secretary shall have full
power and authority to place or cause to be placed on any and all stock
certificates restrictive legends to the extent reasonably believed necessary or
appropriate to ensure the Corporation's compliance with federal or any state's
securities laws, and to issue to any Transfer Agent stop transfer orders to
effect compliance with such legends.

                                  ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.01. FISCAL YEAR. The fiscal year of the Corporation shall be
established, and may be altered, by resolution of the Board of Directors from
time to time as the Board deems advisable.

         SECTION 8.02. DIVIDENDS. The Board of Directors may from time to time
at any regular or special meeting (or by any other manner of action permitted
by these Bylaws and the Act) declare, and the Corporation may pay, dividends or
other distributions on its outstanding shares of stock in the manner and upon
the terms and conditions as the Board of Directors deems advisable and as may
be permitted by the Articles of Incorporation, the Act, and any other lawful
restrictions imposed upon the Corporation. Such dividends or other
distributions, when declared and permitted, may be paid in cash, stock,
property, or any other permitted means lawfully declared by the Board of
Directors.

         SECTION 8.03. SEAL. The seal of the Corporation shall be circular in
form and shall have inscribed thereon the name of the Corporation, the year of
its organization, and the words "Corporate Seal, State of South Carolina."

         SECTION 8.04. FORMS OF RECORDS. When consistent with good business
practices, any records of the Corporation may be maintained in other than
written form if such other form is capable of reasonable preservation and
conversion into written form within a reasonable time.


<PAGE>   18


         SECTION 8.05. AMENDMENTS. Any or all of these Bylaws may be altered,
amended, or repealed and new Bylaws may be adopted by the Board of Directors,
subject to the following: (a) the right of the shareholders to alter, adopt,
amend, or repeal Bylaws as provided in the Act; and (b) action of the
shareholders in adopting, amending, or repealing a particular Bylaw wherein the
Board of Directors is expressly prohibited by such shareholder action from
amending or repealing the particular Bylaw acted upon by the shareholders. The
shareholders may amend or repeal any or all of these Bylaws even though these
Bylaws may also be amended or repealed by the Board of Directors. Any notice of
a meeting of shareholders at which Bylaws are to be adopted, amended, or
repealed shall state that the purpose, or one of the purposes, of the meeting
is to consider the adoption, amendment, or repeal of Bylaws and contain or be
accompanied by a copy or summary of the proposal.

         SECTION 8.06. SEVERABILITY. If any provision of these Bylaws or the
application thereof to any person or circumstances shall be held invalid or
unenforceable to any extent by a court of competent jurisdiction, such
provision shall be complied with or enforced to the greatest extent permitted
by law as determined by such court, and the remainder of these Bylaws and the
application of such provision to other persons or circumstances shall not be
affected thereby and shall continue to be complied with and enforced to the
greatest extent permitted by law.

         SECTION 8.07 USAGE. In construing these Bylaws, feminine or neuter
pronouns shall be substituted for masculine forms and vice versa, and plural
terms shall be substituted for singular forms and vice versa, in any place in
which the context so requires. The section and paragraph headings contained in
these Bylaws are for reference purposes only and shall not affect in any way
the meaning or interpretation of these Bylaws. Terms such as "hereof",
"hereunder", "hereto", and words of similar import shall refer to these Bylaws
in the entirety and all references to "Articles", "Paragraphs", "Sections", and
similar cross references shall refer to specified portions of these Bylaws,
unless the context clearly requires otherwise. Terms used herein which are not
otherwise defined shall have the meanings ascribed to them in the Act. All
references to statutory provisions shall be deemed to include corresponding
sections of succeeding law.

         The foregoing are certified to be the true and complete Amended and
Restated Bylaws of the Corporation as adopted by the incorporator and the
initial Board of Directors as of June 30, 1992 and amended and restated by the
Board of Directors effective April 5, 1999.



                                      /s/ E. Wayne Gibson
                                      -----------------------------------------
                                      Secretary

                                                               (Corporate Seal)


<PAGE>   19


                             ELLETT BROTHERS, INC.
                         UNANIMOUS CONSENT OF DIRECTORS

                                 APRIL 5, 1999

         The undersigned, being all of the directors of Ellett Brothers, Inc.,
a South Carolina corporation (the "Company"), acting pursuant to Section
33-8-210 of the South Carolina Business Corporations Act of 1988 and Article
III of the Bylaws of the Company, hereby consent to the adoption of the
following resolutions with the same force and effect as if they were approved
and adopted at a duly constituted meeting of the directors of the Company to be
effective as of the date set forth above.

AMENDMENT AND RESTATEMENT OF BYLAWS

         WHEREAS, the Board of Directors believes that it is in the best
interest of the Company that its Bylaws be amended (a) to clarify in Article
II, Section 2.08 certain of the procedures for the appointment of voting
inspectors at shareholder meetings, (b) to address in Article II, Section 2.15
the procedures for the conduct of shareholder meetings, and (c) to address in
Article III, Section 3.18 the procedures for the nomination by any shareholder
of an individual or individuals for election as a director of the Company.

         NOW, THEREFORE, IT IS RESOLVED, that the Bylaws of the Company as
initially adopted effective June 30, 1992 be amended to address the matters set
forth in the preceding paragraph and that such bylaws, as so amended, be
restated to read in their entirety as set forth in Exhibit A attached hereto

         RESOLVED, that the appropriate officers of the Company hereby are, and
each of them hereby is, authorized, in the name and on behalf of the Company,
to execute and deliver any and all instruments, filings and writings of any
nature and to do any other act or thing as, with the advice of counsel, they
may deem to be necessary or desirable to carry out the intent of the foregoing
resolution.

         This Consent may be executed in any number of counterparts which may
be electronically transmitted to the originating office and all of which, when
executed and delivered, shall have the force and effect of an original.


                           [SIGNATURE PAGE ATTACHED]


<PAGE>   20


         IN WITNESS WHEREOF, each of the undersigned has executed this Consent
to be effective as of the date first set forth above.



                                   /s/ Robert D. Gorham, Jr.
                                   --------------------------------------------
                                   Robert D. Gorham, Jr.



                                   /s/ E. Wayne Gibson
                                   --------------------------------------------
                                   E. Wayne Gibson



                                   /s/ Joseph F. Murray, Jr.
                                   --------------------------------------------
                                   Joseph F. Murray, Jr.



                                   /s/ William H. Batchelor
                                   --------------------------------------------
                                   William H. Batchelor



                                   /s/ Charles V. Ricks
                                   --------------------------------------------
                                   Charles V. Ricks



                                   /s/ William H. Stanley
                                   --------------------------------------------
                                   William H. Stanley