<PAGE>   1
                                                                  

                                                                     EXHIBIT 3.2




                             THE ENSTAR GROUP, INC.

                                     BYLAWS




                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
this Corporation for the election of directors, and for the transaction of such
other business as may properly come before the meeting, shall be held at the
principal business office of this Corporation, or at such other place within or
without the State of Georgia as may be designated from time to time, on the
third Thursday in May in each year, at 10:00 o'clock in the morning, or, in the
event that the same shall fall upon a legal holiday, then upon the next
succeeding business day. However, failure to hold the annual meeting at the
designated time or to elect a sufficient number of directors to conduct the
business of the Corporation shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the Corporation except as may be otherwise
specifically provided by law. If the annual meeting for election of directors is
not held on the date designated therefor, the directors shall cause the meeting
to be held as soon thereafter as may be convenient. The annual meeting may be
called prior to the designated time, in which event each shareholder of record
shall be notified as provided in Article I, Section 3, of these Bylaws.

         Section 2. NOTICE OF ANNUAL MEETING. Notice of any annual meeting of
the shareholders of this Corporation shall be given in writing, personally or by
mail, by the Secretary to each shareholder of record not less than ten (10) nor
more than sixty (60) days before such meeting. The notice shall state the place,
date and hour of such meeting and, if special action is to be taken, such notice
also shall state the special action which is proposed to be taken. If notice of
the annual meeting is mailed, it shall be deemed to have been given when
deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears on the records of the Corporation.

         Section 3. SPECIAL MEETING. A special meeting of the shareholders of
this Corporation may be called at any time by the Chairman, or by the written
request of a majority of the Board of Directors; but such special meetings may
not be called by any other person or persons except as may be required by the
Georgia Business Corporation Code. Such meeting may be held at any time and at
any place within or without the State of Georgia, which time and place

<PAGE>   2
shall be specified in such request. No business other than that specified in the
notice of the meeting shall be transacted.

         Section 4. NOTICE OF SPECIAL MEETING. Notice of any special meeting of
the shareholders of this Corporation shall be given in writing, personally or by
mail, by the Secretary to each shareholder of record not less than ten (10) nor
more than sixty (60) days before such meeting. The notice shall state the place,
date and hour of such meeting, and such notice also shall state the purpose or
purposes for which the meeting is called. If notice of a special meeting is
mailed, it shall be deemed to have been given when deposited in the United
States mail, postage prepaid, directed to the shareholder of record at his
address as it appears on the records of the Corporation.

         Section 5. WAIVER OF NOTICE. Any shareholder entitled to notice
pursuant to these Bylaws may waive notice, either of the annual or any special
meeting of the shareholders, before or after the time stated in such notice. A
waiver of notice in writing signed by the shareholder entitled to such notice
shall be equivalent to the giving of such notice. Neither the business to be
transacted nor the purpose of any regular or special meeting of shareholders
need be specified in any such written waiver of notice. Attendance of a
shareholder at a shareholders' meeting shall constitute waiver of notice of such
meeting except when the shareholder attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

         Section 6. ACTION WITHOUT MEETING. Any action required to be, or which
may be, taken at a meeting of the shareholders, may be taken without a meeting
if written consent, setting forth the actions so taken, shall be signed by
persons who would be entitled to vote at a meeting those shares having voting
power to cast not less than the minimum number (or numbers, in the case of
voting by classes) of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote were present and voted;
except that, such written consent shall not be valid unless (i) the consenting
shareholders have been furnished the same materials, that pursuant to the
Georgia Business Corporation Code, would have been required to be sent to
shareholders in a notice of a meeting at which the proposed action would have
been submitted to the shareholders for action, including notice of any
applicable dissenters' rights as provided in Section 14-2-1320 of the Georgia
Business Corporation Code, or (ii) the written consent contains an express
waiver of the right to receive the material otherwise required to be furnished.
Pursuant to the Georgia Business Corporation Code, notice shall be given within
ten (10) days of the taking of corporate action without a meeting by less than
unanimous consent to those shareholders on the record date whose shares were not
represented on the written consent.


                                      -2-
<PAGE>   3
         Section 7. QUORUM. A quorum for the transaction of business at any
annual or special meeting of shareholders shall exist when the holders of a
majority of the outstanding shares entitled to vote are represented either in
person or by proxy at such meeting. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, unless a greater vote
is required by law, by the Articles of Incorporation or by these Bylaws. When a
quorum is once present to organize a meeting, the shareholders present may
continue to do business at the meeting or at any adjournment thereof
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. The holders of a majority of the voting shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from time to time.

         Section 8. VOTING. Each shareholder of this Corporation shall be
entitled to one vote, in person or by proxy, for each share standing in the name
of such shareholder on the books of this Corporation. There shall be no voting
of treasury shares allowed. No shares shall be voted at any meeting of
shareholders or counted in determining the total number of outstanding shares at
any given time if the consideration for such shares has not been fully paid to
the Corporation.

         Section 9. VOTING RIGHTS OF FIDUCIARIES, PLEDGORS AND JOINT OWNERS OF
STOCK.

         (a) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent such stock and vote thereon.

         (b) If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

                  (1) If only one vote, his act binds all;

                  (2) If more than one vote, the act of the majority so voting
binds all;


                                      -3-
<PAGE>   4
                  (3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to such court as may have jurisdiction to appoint an additional person to
act with the persons so voting the shares, which shall then be voted as
determined by a majority of such persons and the person appointed by the court.
If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes hereof shall be a majority
or even-split in interest.

         Section 10. PROXIES. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be voted or acted upon after eleven (11) months
from its date, unless the proxy provides for a longer period.

         Section 11. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATES. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any purpose, the Board of Directors of the Corporation may fix in advance a date
as the record date for any such determination, such date in any case to be not
more than seventy (70) days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken.

         Section 12. LIST OF SHAREHOLDERS ENTITLED TO VOTE. After fixing a
record date for a meeting, the Secretary of the Corporation shall prepare and
make, or cause to be prepared and made, from the stock ledger of the
Corporation, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
This list shall be produced and kept open at the time and place of the meeting.
In the absence of objection by any shareholder, failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at the meeting. If the Corporation refuses to allow a shareholder, his agent, or
his attorney to inspect the shareholders' list at the meeting, the superior
court of the county where the Corporation's registered office is located, on
application of the shareholder, may summarily order the inspection at the
Corporation's expense and may postpone the meeting for which the list was
prepared until the inspection is complete.


                                      -4-
<PAGE>   5
                                   ARTICLE II

                                    DIRECTORS

         Section 1. NUMBER, QUALIFICATION AND ELECTION. The business, affairs,
and property of this Corporation shall be managed by a board of directors. The
number of directors of the Corporation shall be no less than three (3) and no
more than fifteen (15). The number of directors serving on the Board shall be
decreased or increased only by a majority vote of the directors; provided,
however, that any increase or decrease in the number of directors shall be
apportioned among the classes provided for herein, so as to make all such
classes as nearly equal in number as possible. The Board of Directors shall be
divided into three classes, as nearly equal in number as the then total number
of directors constituting the whole Board, with the term of office of one class
expiring each year.

         At the annual meeting of shareholders in 1997, directors in the first
class shall be elected to hold office for a term expiring at the next succeeding
annual meeting, directors of the second class shall be elected to hold office
for a term expiring at the second succeeding annual meeting, and directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Subject to the foregoing, at each annual meeting of
shareholders the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting.

         The Board of Directors shall nominate candidates to serve as members of
the Board of Directors, and the directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at an annual meeting
of the shareholders at which a quorum is present. Any shareholder entitled to
vote for the election of directors may submit to the Board of Directors
nominations for the election of directors only by giving written notice (such
notice to include a statement of the qualifications of the nominee) to the
Secretary of the Corporation at least sixty (60) days but not more than ninety
(90) days prior to the annual meeting of shareholders at which directors are to
be elected, unless such requirement is waived in advance of the meeting by the
Board of Directors.

         Each director shall hold office until his or her successor shall have
been duly elected and qualified, or until the death, resignation or removal of
such director in the manner herein provided. Directors need not be shareholders.
The Board of Directors may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by the statute, the Articles of
Incorporation, or by these Bylaws, directed or required to be exercised or done
by the shareholders. The age limit for


                                      -5-
<PAGE>   6
Directors who are not full-time employees of the Corporation shall be seventy
(70) years. Directors turning seventy (70) years of age and who are not
full-time employees of the Corporation may continue to serve until the annual
meeting of the shareholders next following their seventieth (70th) birthday. No
such Director who is not a full-time employee of the Corporation shall be
eligible for nomination and election to serve as a Board member following his
seventieth (70th) birthday.

         Section 2. VACANCIES AND REMOVAL. If the office of any director shall
become vacant between annual meetings by reason of death, resignation or
disqualification, or by reason of an increase in the number of directors, the
remaining directors may, by a majority vote, though less than a quorum of the
Board of Directors, elect a director to fill such vacancy, and any director so
elected shall hold office until the next annual meeting of the shareholders, and
until his successor shall have been duly elected by the shareholders. Any
director may resign at any time upon written notice to the Corporation. The
shareholders may remove a director only with cause.

         Section 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders,
provided that the failure to hold the annual meeting shall not work a forfeiture
or otherwise affect valid corporate acts. The Board of Directors may by
resolution provide for the time and place of such regular meetings and no notice
of such regular meetings need be given.

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the President or by two (2) members of the Board of
Directors. Notice of any special meeting of the Board of Directors shall be
given in writing, personally or by mail, or by telephone or telegraph to each
director not less than two (2) days before such meeting. The notice shall state
the time, place and the purpose or purposes for which the meeting is called. If
notice of a special meeting is mailed, it shall be deemed to have been given
when deposited in the United States mail, addressed to the director at his last
known post office address.

         Section 5. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived either before or after the time stated in such notice. A
waiver of notice in writing signed by the director entitled to such notice shall
be equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of directors
need be specified in any such written waiver of notice. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.


                                      -6-
<PAGE>   7
         Section 6.  PLACE OF MEETINGS. All regular and special meetings of the
Board of Directors shall be held at the principal office of this Corporation, or
at such other place or places within or without the State of Georgia, as said
Board may designate. Members of the Board of Directors may participate in a
meeting of such Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation by such means shall constitute presence in person
at a meeting.

         Section 7.  ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if a consent in writing, setting forth the
actions so taken, shall be signed by all directors entitled to vote with respect
to the subject matter thereof. Such consent shall have the same force and effect
as a unanimous vote of the directors, and may be stated as such in any writing
or document. Such written consent shall be filed with the minutes of proceedings
of the Board.

         Section 8.  QUORUM. A majority of the directors of this Corporation
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless the act of a greater number is required by the
Georgia Business Corporation Code, the Articles of Incorporation or by these
Bylaws.

         Section 9.  VOTING. At all meetings of the Board of Directors each
director shall have one vote.

         Section 10. COMPENSATION. Directors shall have authority to fix the
compensation to be paid for their services as directors. Nothing shall preclude
any director from serving the Corporation in any other capacity as an officer,
agent or otherwise, and receiving compensation therefor.

         Section 11. TELEPHONE CONFERENCE MEETINGS. Unless the Articles of
Incorporation provide otherwise, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 11 shall constitute presence in person at such meeting.


                                      -7-
<PAGE>   8
                                   ARTICLE III

                                   COMMITTEES

         Section 1. DESIGNATION OF COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. No member of any committee shall continue to be a
member of it after he ceases to be a director of the Corporation. The Board of
Directors shall have the power at any time to increase or decrease the number of
members of any committee, to fill vacancies on it, to remove any member of it
and to change its functions or terminate its existence.

         Section 2. POWERS OF COMMITTEES. The Board of Directors, by resolution
adopted by majority of all the directors, may designate from among its members
an Executive Committee, and/or other committees, each composed of two or more
directors, which may exercise such authority as is delegated by the Board of
Directors, provided that no committee shall have the authority of the Board of
Directors to (i) approve or propose to shareholders any action that the Georgia
Business Corporation Code requires to be approved by the shareholders, (ii) fill
vacancies on the Board of Directors or on any of its committees, (iii) amend the
Articles of Incorporation of the Corporation pursuant to Section 14-2-1002 of
the Georgia Business Corporation Code, (iv) adopt, amend, or repeal the Bylaws
of the Corporation, or (v) approve a plan of merger not requiring shareholder
approval.

         Section 3. MEETINGS. Meetings of such committees, regular or special,
may be held either within or without the State of Georgia. Regular meetings may
be established by resolution of the Board of Directors, and no notice shall be
required thereof. Special meetings of the committees shall be called at the
request of any member of the committee and shall be held upon notice delivered
personally or by mail, telephone or telegraph, within two (2) days of the
meeting. Notice may be waived in writing either before or after the time of the
meeting. Attendance of any member of a committee shall constitute waiver of
notice of the meeting. Any committee designated by the Board may participate in
a meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

         Section 4. RECORD OF PROCEEDINGS. Any committee established by the
resolution of the Board of Directors shall keep minutes of its acts and
proceedings. These minutes shall be submitted to the


                                      -8-
<PAGE>   9
next succeeding meeting of the Board of Directors for approval, but failure to
submit or to receive approval of such minutes shall not invalidate any action
taken upon authorization contained in them.

         Section 5. QUORUM. A majority of any committee established by the Board
of Directors shall be necessary to constitute a quorum for the transaction of
any business. The act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee.

         Section 6. COMPENSATION. The Board of Directors may vote to pay the
members of any committee established by it such compensation as it deems proper
for the performance of the duties required of such members of the committee.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. ELECTION AND APPOINTMENT. At the first meeting of the Board
of Directors after the annual meeting of the shareholders, the directors shall
choose a President, an Executive Vice President, a Secretary and a Treasurer,
and may choose a Chairman of the Board and such other officers and assistant
officers as the Corporation from time to time may need, none of whom need be
directors, except the Chairman of the Board. Any two offices or more may be held
by one person. All of said officers shall hold office until the first meeting of
the Board of Directors following the next annual meeting of the shareholders and
until their respective successors shall be duly elected and shall qualify;
provided, however, that a majority of the whole Board may authorize an
employment contract with an employee or an officer which may extend beyond the
term of one year. If any vacancy occurs among the above offices, such vacancy
may be filled for the remainder of the term by the Board of Directors at a
regular or special meeting thereof, and any officer so selected shall hold
office until his successor shall be duly elected and shall qualify.

         Section 2. SUSPENSION AND REMOVAL. Any officer of the Corporation
appointed by the Board of Directors may be removed or suspended by a majority
vote of the Board of Directors at any time, with or without cause, or, if any
employment contract with the officer is in effect, in accordance with the terms
of such contract. Any agent or employee appointed or employed by the President
may be removed or discharged or suspended by him at any time, with or without
cause.

         Section 3. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman
of the Board of Directors shall give general supervision and direction to the
affairs of the Corporation, subject to the direction of the Board of Directors.
The Chairman shall have the authority to execute contracts, mortgages,


                                      -9-
<PAGE>   10
agreements or instruments under the seal of the Corporation. He shall preside at
all meetings of the shareholders.

         Section 4. POWERS AND DUTIES OF THE PRESIDENT. The President shall be
in charge of the day-to-day affairs of the Corporation, subject to the direction
of the Board of Directors and the Chairman. The President shall have the
authority to execute contracts, mortgages, agreements or instruments under the
seal of the Corporation. The President shall preside at meetings of the
shareholders in the absence of the Chairman and shall act in the case of absence
or disability of the Chairman

         Section 5. POWERS AND DUTIES OF THE VICE PRESIDENTS. The Executive Vice
President of this Corporation and, if there shall be any, any additional Vice
President or Vice Presidents of this Corporation shall generally assist the
President and shall perform such duties as may be assigned by the Board of
Directors. In the event of death, resignation, absence or inability to act of
the President, the Executive Vice President or, if there shall be any, any
additional Vice President or Vice Presidents, in the order determined by the
Board of Directors, shall assume and discharge pro tempore the powers and duties
of the President of this Corporation.

         Section 6. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall be
ex officio secretary of the Board of Directors. He shall keep the minutes of all
meetings of the Board of Directors and shareholders. He shall have charge of the
corporate books and records. He shall keep in safe custody the seal of this
Corporation and, when authorized by the Board of Directors, shall affix the seal
to any instrument requiring the same. He shall be authorized to sign
certificates of stock with other authorized officers of the Corporation. He
shall keep accounts of stock registered and transferred in the manner prescribed
by law. He shall give and serve all notices to the shareholders and directors,
except that notice for special meetings of directors called at the request of
two (2) directors, as provided in Section 4 of Article II of these Bylaws, may
be issued by such directors. In general, he shall perform all the duties
incident to his office.

         Section 7. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have
the care and custody of and be responsible for all the funds, securities,
evidences of indebtedness and other valuable documents of the Corporation, and
deposit all such funds in the name of the Corporation in such banks or trust
companies or other depositories, or in such safe deposit vaults as the Board of
Directors may designate. The Treasurer shall render a statement of the condition
of the finances of the Corporation at each regular meeting of the Board of
Directors and at such other times as shall be required of him, and a full
financial report at the annual meeting of the shareholders. The Treasurer shall
keep at the office of the Corporation full and accurate books of account of all


                                      -10-
<PAGE>   11
its business and transactions and such other books of account as the Board of
Directors may require, and shall exhibit the same to any directors of the
Corporation upon application therefor. In general, he shall perform all the
duties incident to his office.

         Section 8.  ASSISTANT OFFICERS. The Board of Directors may elect one or
more assistants to any officer, and any such assistant shall exercise the duties
of his office in the absence of the officer whom he has been elected to assist.

         Section 9.  OTHER DUTIES AND AUTHORITY. Each officer, employee and 
agent of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the Chairman
of the Board of Directors.

         Section 10. RETURNS AND STATEMENTS. It shall be the duty of each
officer of this Corporation to make and file any and all returns, reports, lists
or statements required by law to be made and filed by him, and to make full
report to the Board of Directors respecting the affairs of the Corporation in
his charge whenever he may be requested to do so.

         Section 11. COMPENSATION. The salaries of all officers shall be fixed
by the Board of Directors, and the fact that any officer is a director shall not
preclude him from receiving a salary or from voting upon the resolution
providing the same.

                                    ARTICLE V
                                      STOCK

         Section 1. PREEMPTIVE RIGHTS. No shareholder shall have the preemptive
right to subscribe for or purchase any shares or other securities issued by the
Corporation.

         Section 2. STOCK CERTIFICATES. The shares of stock of the Corporation
shall be represented by certificates in such form as shall be approved by the
Board of Directors. Certificates of stock shall be signed by the Chairman of the
Board, or by the President or a Vice President, and by the Secretary or
Treasurer, or Assistant Secretary or Assistant Treasurer, and shall be sealed
with the corporate seal (which may be a facsimile engraved or printed upon the
certificate). Unless the Board of Directors shall determine to the contrary, any
or all such signatures may be facsimile, even though the signature of a transfer
agent or registrar, if any, is also facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such an officer, transfer agent or registrar
at the date of its issue.


                                      -11-
<PAGE>   12
         Section 3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or agents and a registrar for the stock of the
Corporation. The transfer agent shall be in charge of the issue, transfer and
cancellation of shares of stock and shall countersign all stock certificates,
which countersignatures may be by facsimile unless the Board of Directors
determines to the contrary. The transfer agent shall maintain stock transfer
books, which shall include a record of the shareholders, with their names and
addresses and the number of shares held by each. The transfer agent shall
prepare voting lists for meetings of shareholders, produce and keep open these
lists at meetings and perform such other duties as may be delegated by the Board
of Directors of the Corporation. Shareholders shall give notice of changes of
their addresses to the transfer agent. The registrar shall be in charge of
preventing the over issue of shares, shall register all stock certificates and
perform such other duties as may be delegated by the Board of Directors. The
transfer agent and registrar may be one and the same person, corporation or
other entity.

         Section 4. TRANSFER OF STOCK. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney, and the signature of
such person or persons has been guaranteed by a national banking association or
by a member of the New York, American or Midwest stock exchanges, and reasonable
assurance is given that such endorsements are effective. In order to register a
stock certificate for transfer, the Corporation shall have no notice of any
adverse claims or shall have discharged any duty to inquire into any such
claims.

         Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (1) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (2) requests the
issue of a new certificate before the Corporation has notice that the old
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (3) gives bond in such form, and with surety or
sureties, with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation, the transfer agent and registrar against any claim
that may be made on account of the alleged loss, destruction or theft of a
certificate; and (4) satisfies any other reasonable requirements imposed by the
Corporation. When a certificate has been lost, apparently destroyed or
wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after he has notice of it, and the Corporation
registers a transfer of the shares represented by this certificate before
receiving notification, the holder of record is precluded from making any claim
against the Corporation.


                                      -12-
<PAGE>   13
         Section 6. RECORD HOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of its capital stock as the holder
in fact thereof and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by the laws of Georgia.

                                   ARTICLE VI
                PERSONAL LIABILITY OF DIRECTORS; INDEMNIFICATION

         Section 1. LIABILITY OF DIRECTORS. No director of the Corporation shall
be liable to the Corporation or its shareholders for monetary damages for breach
of duty of care or other duty as a director, other than liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liability set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Georgia Business Corporation Code is hereafter amended to authorize the further
limitation or elimination of the liability of a director, then the liability of
a director of the Corporation shall be limited or eliminated to the fullest
extent permitted by the amended Georgia Business Corporation Code. Any repeal or
modification of this Section 1 shall be prospective only, and shall not
adversely affect any limitation or elimination of the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

         Section 2. AUTHORITY TO INDEMNIFY: THIRD PARTY ACTIONS. Every person
now or hereafter serving as a director or officer of the Corporation and any and
all former directors and officers shall be indemnified and held harmless by the
Corporation from and against any and all loss, cost, liability and expense that
may be imposed upon or incurred by him in connection with or resulting from any
threatened, pending, or completed claim, action, suit, or proceeding (other than
an action by or in the right of the Corporation), whether civil, criminal,
administrative, or investigative, whether formal or informal, in which he may
become involved, as a party or otherwise, by reason of his being or having been
a director or officer of the Corporation, or arising from his status as such, or
that he is or was serving at the request of the Corporation as a director,
officer, employee, partner, trustee or agent of another corporation, limited
liability company, partnership, limited partnership, limited liability
partnership, joint venture, trust, employee benefit plan, or other enterprise,
regardless of whether such person is acting in such capacity at the time such
loss, cost, liability or expense shall have been imposed or incurred. As used
herein, the term "loss, cost, liability and expense" shall include, but shall
not be limited to, any and all


                                      -13-
<PAGE>   14
costs, expenses (including attorneys' fees and disbursements), judgments,
penalties, fines, and amounts paid in settlement incurred in connection with any
such claim, action, suit or proceeding if such person acted in good faith and,
while acting in an official capacity as a director or officer, acted in a manner
he reasonably believed to be in the best interests of the Corporation, and, in
all other cases, acted in a manner he reasonably believed was not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful. The termination of any claim, action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in a manner which meets the standard described in the immediately preceding
sentence. If any such claim, action, suit or proceeding is settled (whether by
agreement, plea of nolo contendere, entry of judgment or consent, or otherwise),
the determination in good faith by the Board of Directors of the Corporation
that such person acted in a manner that met the standards set forth in this
Section 2, shall be necessary and sufficient to justify indemnification. If the
Georgia Business Corporation Code is hereafter amended to expand the minimum
statutory indemnification rights for directors and officers, then the
indemnification rights of directors and officers of the Corporation granted
pursuant to this Section 2 shall be construed to provide such minimum
indemnification rights to the fullest extent permitted by the amended Georgia
Business Corporation Code. Any repeal or modifications to this Section 2 shall
be prospective only, and shall not adversely affect any indemnification rights
of an officer or director of the Corporation existing at the time of such repeal
or modification.

         Section 3. AUTHORITY TO INDEMNIFY: DERIVATIVE ACTIONS. The Corporation
shall indemnify and hold harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact he 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,
partner, employee, trustee or agent of another corporation, limited liability
company, partnership, limited partnership, limited liability partnership, joint
venture, trust, employee benefit plan, or other enterprise, against expenses
(including attorneys' fees and disbursements), judgments and any other amounts
now or hereafter permitted by applicable law actually and reasonably incurred by
him or in connection with the defense or settlement of such action or suit;
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless the director or officer has not been adjudged liable or
subject to injunctive relief in favor of the Corporation (i) for any
appropriation, in violation of his duties, of any


                                      -14-
<PAGE>   15
business opportunity of the Corporation; (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (iii) for the
types of liability set forth in Code Section 14-2- 832; or (iv) for any
transaction from which he received an improper benefit and in the event the
foregoing conditions are not met, then only to the extent that the court in
which such action or suit was brought or another court of competent jurisdiction
shall determine upon application, that despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the court shall
deem proper. Any repeal or modifications to this Section 3 shall be prospective
only, and shall not adversely affect any indemnification rights of an officer or
director of the Corporation existing at the time of such repeal or modification.

         Section 4. ADVANCEMENT OF EXPENSES. Expenses incurred in any claim,
action, suit or proceeding may be paid or reimbursed by the Corporation in
advance of the final disposition of such claim, action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt from the
director or officer of (i) a written affirmation of his good faith belief that
he has met the relevant standard of conduct set forth under Section 14-2-851 of
the Georgia Business Corporation Code, or that the proceeding involves conduct
for which liability has been eliminated under a provision of the Articles of
Incorporation of the Corporation(as authorized by Section 14-2-202(b)(4) of the
Georgia Business Corporation Code),and (ii) his undertaking to repay such amount
if it ultimately shall be determined that such director or officer is not
entitled to be indemnified by the Corporation.

         Section 5. DETERMINATION OF INDEMNIFICATION RIGHTS. Except as ordered
by a court, the Corporation may not indemnify a director or officer under this
Article unless authorized hereunder and a determination has been made in the
specific case that indemnification of the director or officer is permissible
under the circumstances because he has met the relevant standard of conduct set
forth in either Section 2 or Section 3 hereof. The determination shall be made
(i) if there are two or more disinterested directors, by the Board of Directors
by a majority vote of all the disinterested directors (a majority of whom shall
for such purposes constitute a quorum), or by a majority of the members of a
committee of two or more disinterested directors appointed by such a vote; (ii)
by special legal counsel: (a) selected in the manner prescribed in clause (i) of
this sentence; or (b) if there are fewer than two disinterested directors,
selected by the Board of Directors (in which selection directors who do not
qualify as disinterested directors may participate); or (iii) by the
shareholders, but shares owned by or voted under the control of a director who
at the time does not qualify as a disinterested director may not be voted on the
determination.


                                      -15-
<PAGE>   16
         Section 6. NON-EXCLUSIVE RIGHT OF INDEMNIFICATION. The foregoing rights
of indemnification and advancement of expenses shall not be deemed exclusive of
any other rights to which those indemnified may be entitled, and the Corporation
may provide additional indemnity and rights to its directors, officers,
employees or agents.

         Section 7. INSURANCE. The Corporation may purchase and maintain
insurance, at its expense, on behalf of an individual who is or was a director,
officer, employee or agent of the Corporation or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation, as a director, officer, partner, trustee, employee, or agent of
another corporation, limited liability company, partnership, limited
partnership, limited liability partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted against or
incurred by him in any such capacity or arising from his status as a director,
officer, employee or agent, whether or not the Corporation would have power to
indemnify him against the same liability under this Article.

         Section 8. MISCELLANEOUS. The provisions of this Article VI shall cover
claims, actions, suits and proceedings, civil or criminal, whether now pending
or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place. In the event of
death of any person having the right of indemnification or advancement of
expenses under the provisions of this Article, such rights shall inure to the
benefit of his heirs, executors, administrators and personal representatives. If
The Enstar Group, Inc., a Delaware corporation, is merged into the Corporation,
then the directors, officers, employees and agents thereof shall be entitled to
the same indemnification rights as directors, officers, employees and agents of
the Corporation are entitled under these Bylaws. If any part of this Article VI
should be found to be invalid or ineffective in any proceeding, the validity and
effect of the remaining provisions shall not be affected.

                                   ARTICLE VII
                              BUSINESS COMBINATIONS
                          WITH INTERESTED SHAREHOLDERS

         Pursuant to Section 14-2-1133 of the Georgia Business Corporation Code,
the Corporation hereby affirmatively elects that the provisions of Sections
14-2-1131 through 14-2-1133 of the Georgia Business Corporation Code
specifically shall apply to the Corporation. Nothing in this Article VII shall
be deemed as prohibiting or restricting a merger of the Corporation's present
parent company (The Enstar Group, Inc., a Delaware corporation) with and into
the Corporation.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 1. CORPORATE SEAL. The directors shall provide a suitable
corporate seal, which seal may contain the following words:


                                      -16-
<PAGE>   17
                             THE ENSTAR GROUP, INC.
                                 CORPORATE SEAL
                                     GEORGIA

         Section 2. CONTRACTS, ETC. The Board of Directors may authorize any
officer or officers, agent or agents, employee or employees to enter into any
contract or other instrument on behalf of this Corporation, and such
authorization may be general or confined to specific instances. Except as herein
provided, or as authorized by the Board of Directors, no officer, agent or
employee, other than the President, Vice President, Secretary or Treasurer,
shall have any power or authority to bind this Corporation by any contract or
engagement, or to pledge its credit or to render it liable, for any purpose or
for any amount.

         Section 3. DEPOSITS, CHECKS AND DRAFTS. All checks and drafts or funds
of this Corporation shall be deposited from time to time to the credit of this
Corporation in such banks or trust companies or to other depositories, as the
Board of Directors may from time to time designate. All checks shall be drawn
out of the regular checkbooks of this Corporation and upon the stub of each such
check, or upon the file copy of the check retained by the Corporation, the
purpose and amount for which the same is drawn shall be specified. All checks,
notes, drafts, bills of exchange, acceptances or other orders for the payment of
money or other evidences of the indebtedness of the Corporation shall be signed
as shall from time to time be designated by resolution of the Board of
Directors.

         Section 4. DIVIDENDS. The directors may from time to time declare
dividends upon the outstanding shares of stock from any source permitted under
the Georgia Business Corporation Code as and when the Board of Directors deems
expedient. Before declaring any dividend, there may be reserved out of the
accumulated profits such sum or sums as the directors from time to time in their
discretion think proper for working capital, or as a reserve fund to meet
contingencies, or for equalizing dividends, or for such other purposes as, in
the opinion of the directors, are conducive to the interest of the Corporation.

                                   ARTICLE IX
                               AMENDMENT OF BYLAWS

         Except for the provisions of Article VII hereof which may only be
amended as provided in Part 3 of Article 11 of the Georgia Business Corporation
Code, the Board of Directors shall have the power to alter, amend or repeal the
Bylaws of the Corporation at any annual meeting, or at a special meeting called
for that purpose by the affirmative vote of a majority of all of the directors
then in office, or by action of the Board taken by unanimous written consent in
lieu of a meeting.


                                      -17-