<PAGE>

                                                                     Exhibit 3b
                                          
                                          
                                          
                                          
                               BELLSOUTH CORPORATION
                                          
                            Incorporated under the Laws
                                          
                              of the State of Georgia
                                          
                                on October l3, l983
                                          
                                      Adopted
                                          
                                  October 24, l983
                                                 
                                --------------------
                                          
                                      BY-LAWS
                                          
                                          
                                     As Amended
                                          
                                 February 23, 1998
                                          
                                          
                                          
                                          
                                          


                                                           Secretary Department
                                                       19A01 Campanile Building
                                                    1155 Peachtree Street, N.E.
                                                   Atlanta, Georgia  30309-3610

<PAGE>

<TABLE>
<CAPTION>


                                    CONTENTS
          ----------------------------------------------------------
          <S>                                  <C>
          Article I..........................  Shareholders


          Article II.........................  Directors


          Article III........................  Officers


          Article IV.........................  Stock


          Article V..........................  Business Combinations


          Article VI.........................  Seal


          Article VII........................  Indemnity


          Article VIII.......................  Amendment of By-laws

</TABLE>

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<PAGE>

                                      BY-LAWS 
                                          
                                         OF
                                          
                               BELLSOUTH CORPORATION
                                          
                                          
                                     ARTICLE I
                                          
                                    Shareholders
                                          
     Section l. Annual Meeting. The annual meeting of the shareholders for 
the election of Directors and for the transaction of such other business as 
may properly come before the meeting shall be held on such date and at such 
time and place as the Board of Directors may by resolution provide.  Notice 
of any nominations of persons for election to the Board of Directors or of 
any other business to be brought before an annual meeting of shareholders by 
a shareholder must be provided in writing to the Secretary of the Corporation 
not later than the close of business on the seventy-fifth (75th) day nor 
earlier than the close of business on the one hundred and twentieth (120th) 
day prior to the date which is twelve (12) months after the anniversary of 
the annual meeting of shareholders held in the prior year.  Such 
shareholder's notice shall set forth (a) as to each person whom the 
shareholder proposes to nominate for election as a director all information 
relating to such person that is required to be disclosed in solicitations of 
proxies for election of directors, or is otherwise required, in each case 
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as 
amended (including such person's written consent to being named in the Proxy 
Statement as a nominee and to serving as a director if elected, and evidence 
reasonably satisfactory to the Company that such nominee has no interests 
that would  limit their ability to fulfill their duties of office; (b) as to 
any other business that the shareholder proposes to bring before the meeting, 
a brief description of the business desired to be brought before the meeting, 
the reasons for conducting such business at the meeting and any material 
interest in such business of such shareholder and the beneficial owner, if 
any, on whose behalf the proposal is made; and (c) as to the shareholder 
giving the notice and the beneficial owner, if any, on whose behalf the 
nomination or proposal is made (i) the name and address of such shareholder, 
as they appear on the Corporation's books, and of such beneficial owner and 
(ii) the class and number of shares of the Corporation that are owned 
beneficially and held of record by such shareholder and such beneficial 
owner.  In addition, if the shareholder intends to solicit proxies from the 
shareholders of the Corporation, such shareholder's notice shall notify the 
Corporation of this intent.  If a shareholder fails to notify the Corporation 
of his or her intent to solicit proxies and does in fact solicit proxies, the 
Chairman of the Board shall have the authority, in his or her discretion, to 
strike the proposal or nomination by the shareholder.

     Section 2. Special Meeting. A special meeting of the shareholders may be 
called at any time by the Board of Directors or the Chief Executive Officer 
and shall be called upon written request to the Chief Executive Officer or 
Secretary, signed by the holders of at least three-quarters of the 
outstanding shares entitled to vote at such meeting.  The written request 


                                       3
<PAGE>

shall set forth (a) a brief description of the purpose of the proposed 
meeting and business to be brought before such meeting, and any material 
interest in such business of any shareholder and beneficial owner, if any, on 
whose behalf the proposal is made; (b) if the shareholders requesting the 
special meeting propose to nominate one or more persons for election as 
directors, as to each such person all information that is required to be 
disclosed in solicitations of proxies for elections of directors, or is 
otherwise required, in each case pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (including each such person's 
written consent to being named in a proxy statement as a nominee and to 
serving as director if elected, and evidence reasonably satisfactory to the 
Company that such nominee has no interests that would limit his or her 
ability to fulfill his or her duties of office; and (c) as to the 
shareholders giving the notice and the beneficial owner, if any on whose 
behalf the request is made, (i) the name and address of each such 
shareholder, as they appear on the Company's books, and of such beneficial 
owner and (ii) the class and number of shares of the Company that are owned 
beneficially and held of record by such shareholders and beneficial owners.  
In addition, if the shareholder intends to solicit proxies from the 
shareholders of the Corporation, such shareholder's notice shall notify the 
Corporation of this intent. If a shareholder fails to notify the Corporation 
of his or her intent to solicit proxies and does in fact solicit proxies, the 
Chairman of the Board shall have the authority, in his or her discretion, to 
strike the proposal or nomination proposed by the shareholder.

     Section 3. Notice of Meetings of Shareholders. Written notice of each 
meeting of shareholders, stating the place and time of the meeting, shall be 
mailed to each shareholder entitled to vote at such meeting at such 
shareholder's address shown on the records of the Corporation not less than 
thirty nor more than sixty days prior to such meeting. If the notice is for a 
special meeting, the notice shall also include the purpose or purposes for 
which the special meeting is being called and shall indicate that the notice 
is being issued by or at the direction of the person or persons calling the 
meeting.  Failure to receive notice of any meeting of shareholders shall not 
invalidate the meeting. Notice of any meeting may be given by or at the 
direction of the Chairman, the President, the Secretary or by the person or 
persons calling such meeting.

     Section 4. Quorum; Required Shareholder Vote. A quorum for the 
transaction of business at any meeting of the shareholders shall exist when 
the holders of forty per centum of the outstanding shares entitled to vote 
are represented either in person or by proxy. At any duly constituted 
meeting, or at any adjournment thereof, 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 By-laws. The 
holders of a majority of the voting shares represented at a meeting may 
adjourn such meeting to another time or place despite the absence of a quorum.

     Section 5. Ballots. All elections by shareholders shall be by ballot.
 

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<PAGE>

     Section 6. Proxies. A shareholder may vote either in person or by a 
proxy which such shareholder has duly executed in writing, or by any other 
method permitted by the Official Code of Georgia Annotated.

     Section 7. Inspectors of Elections. The Board of Directors, in advance 
of any shareholders' meeting, shall appoint an Inspector or Inspectors to act 
at the meeting or any adjournment, thereof. Any vacancy may be filled by 
appointment of the Board in advance of the meeting or at the meeting by the 
person presiding thereat.

 
                                     ARTICLE II
                                          
                                     Directors

     Section l. Power of Directors. The Board of Directors shall direct the 
management of the business and affairs of the Corporation and may exercise 
all of the powers of the Corporation, subject to any restrictions imposed by 
law, by the Articles of Incorporation or by these By-laws.

     Section 2. Composition of the Board. The Board of Directors of the 
Corporation shall consist of thirteen (13) natural persons of the age of 
eighteen years or over. The Directors shall be divided into three classes (of 
at least three directors each), as nearly equal in number of directors as 
possible, with the term of each class to be three years.  Each Director shall 
hold office for the term for which elected, which term shall end at an Annual 
Meeting of Shareholders, and until his successor shall have been elected and 
qualified, or until his earlier retirement, resignation, removal from office, 
or death.  The authorized number of directors may be increased or decreased 
from time to time by vote of a majority of the then authorized number of 
directors or by the affirmative vote of the holders of at least 75% of the 
voting power of all shares of the Corporation entitled to vote generally in 
the election of directors, voting together as a single class; provided, 
however, that such number shall not be less than nine.

     Section 3. Election of Chairman of the Board and Vice Chairmen of the 
Board.  The Board of Directors may elect from among their number a Chairman 
of the Board, and may also elect from among their number a Vice Chairman or 
Vice Chairmen of the Board (referred to in these By-laws as a "Vice Chairman" 
or "Vice Chairmen").

     Section 4. Chairman of the Board.  The Chairman of the Board (referred 
to in these By-laws as the "Chairman") shall preside, when present, at all 
meetings of the Board of Directors and shall have such other powers and 
duties as may be conferred upon or assigned to the Chairman by the Board of 
Directors.

     Section 5. Vice Chairmen of the Board.  The Vice Chairman (or if there 
be more than one Vice Chairman, the Vice Chairman designated by the Chairman) 
of the Board, shall preside at meetings of the Board of Directors in the 
absence of the Chairman and at meetings of the 


                                       5
<PAGE>

Shareholders in the absence of the Chief Executive Officer, and shall perform 
such other duties as the Board or Chairman may assign.

     Section 6. Meetings of the Board; Notice of Meetings; Waiver of Notice. 
The Annual Meeting of the Board of Directors, for the purpose of electing 
officers and transacting such other business as may be brought before the 
meeting, shall be held each year immediately following the Annual Meeting of 
the shareholders. Regular meetings shall be held at such times and places as 
the Board of Directors or Committees may determine, and no notice of such 
regular meetings need be given. Special meetings of the Board of Directors 
may be called at any time by the Chief Executive Officer or by any two 
members of the Executive Committee, and shall be called by the Chief 
Executive Officer or the Secretary  upon request in writing signed by two or 
more directors and specifying the purpose or purposes of the meeting. Notice 
of the time and place of such special meetings shall be given to each 
Director, in person or by first class mail, telegraph, cablegram or 
telephone, or by any other means customary for expedited business 
communications, at least two (2) days before the meeting. Neither the 
business to be transacted at, nor the purpose of, any meeting of the Board of 
Directors need be stated in the notice of such meeting.

     Section 7. Quorum; Vote Requirement. One-third of the number of 
Directors fixed in these By-laws at any time shall constitute a quorum for 
the transaction of business at any meeting. When a quorum is present, the 
vote of a majority of the Directors present shall be the act of the Board of 
Directors, unless a greater vote is required by law, by the Articles of 
Incorporation or by these By-laws.

     Section 8. Action of Board Without Meeting. Any action required or 
permitted to be taken at a meeting of the Board of Directors or any committee 
thereof may be taken without a meeting if written consent, setting forth the 
action so taken, is signed by all the Directors or committee members and 
filed with the minutes of the proceedings of the Board of Directors or 
committee. Such consent shall have the same force and effect as a unanimous 
affirmative vote of the Board of Directors or committee, as the case may be.

     Section 9. Committees. The Board of Directors, by resolution adopted by 
a majority of all of the Directors, may designate from among its members an 
Executive Committee and other committees, each composed of three (3) or more 
Directors, and may fix the quorum thereof. Any committee so designated shall 
serve at the pleasure of and 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 (1) approve or propose to shareholders action 
required to be approved by shareholders, (2) fill vacancies on the board of 
directors or on any of its committees, (3) amend the Articles of 
Incorporation, (4) adopt, amend, or repeal By-laws, or (5) approve a plan of 
merger not requiring shareholder approval.

     Section l0. Executive Committee. The Executive Committee shall consist 
of the Chairman and the President and such other Directors as are designated 
from time to time by the Board of Directors. The Chief Executive Officer may 
designate an Alternate Chairman who shall preside during the absence or 
disability of the Chief Executive Officer.  The Executive 


                                       6
<PAGE>

Committee shall, except as otherwise provided herein, by law or by resolution 
of the Board of Directors, have all the authority of the Board of Directors 
during the intervals between the meetings of the Board of Directors.

     Section 11. Vacancies. A vacancy occurring in the Board of Directors by 
reason of the removal of a Director by the shareholders shall be filled by 
the shareholders, or, if authorized by the shareholders, by the remaining 
Directors. Any other vacancy occurring in the Board of Directors, including, 
without limitation, any vacancy occurring by reason of an amendment to these 
By-laws increasing the number of Directors, may be filled by the affirmative 
vote of a majority of the remaining Directors, though less than a quorum of 
the Board of Directors, or, if the vacancy is not so filled, or if no 
director remains, by the shareholders. A Director elected to fill a vacancy 
shall serve for the unexpired term of his predecessor in office or, if such 
vacancy occurs by reason of an amendment to these By-laws increasing the 
number of Directors, until the next election of Directors by the shareholders 
and the election and qualification of the successor.

     Section l2. Telephone Conference Meetings.  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 shall constitute presence in person at such 
meeting.

     Section l3. Removal of Directors.  Subject to the rights of the holders 
of any series of Preferred Stock then outstanding, any director, or all 
directors, may be removed from office at any time, with cause, only by the 
affirmative vote of the holders of at least 75% of the voting power of all 
the shares of the Corporation entitled to vote generally in the election of 
directors, voting together as a single class.
                                          
                                          
                                    ARTICLE III
                                          
                                      Officers

     Section l. Executive Structure. The officers of the Corporation shall be 
elected by the Board of Directors and shall consist of a Chairman of the 
Board, if there be one, a President, a Vice Chairman or Vice Chairmen of the 
Board, if there be any and if elected as an officer or officers of the 
Corporation, such number of Executive Vice Presidents and Vice Presidents as 
the Board of Directors shall from time to time determine, a Secretary, a 
Treasurer, a Controller and such other officers or assistant officers as may 
be elected or appointed by the Board of Directors. The Board shall designate 
either the Chairman or the President as the Chief Executive Officer of the 
Corporation and may designate a Chief Operating Officer. Each officer shall 
hold office for the term for which such officer has been elected or appointed 
and until such officer's successor has been elected or appointed and has 
qualified, or until such officer's earlier resignation, removal from office, 
or death. Any two or more 


                                       7
<PAGE>

offices may be held by the same person, except that neither the Chairman nor 
the President shall serve as Secretary or Assistant Secretary.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall, 
under the direction of the Board of Directors, have responsibility for the 
general direction of the Corporation's business, policies and affairs. The 
Chief Executive Officer shall preside, when present, at all meetings of the 
shareholders and at all meetings of the Executive Committee. The Chief 
Executive Officer shall have such other authority and perform such other 
duties as usually appertain to the chief executive office in business 
corporations or as are provided by the Board of Directors. The Chief 
Executive Officer shall be empowered at any time and from time to time to 
issue and promulgate rules, regulations and directives relating to the 
conduct of the business and affairs of the Corporation, and the Secretary of 
the Corporation shall maintain a record of such rules, regulations and 
directives.

     Section 3. Chief Operating Officer. If there be one, the Chief Operating 
Officer shall, under the direction of the Chief Executive Officer, have 
direct superintendence of the Corporation's business, policies, properties 
and affairs. The Chief Operating Officer shall have such further powers and 
duties as from time to time may be conferred upon or assigned to such officer 
by the Board of Directors or the Chief Executive Officer. In the absence or 
disability of the Chief Executive Officer, the Chief Operating Officer shall 
perform the duties and exercise the powers of the Chief Executive Officer.

     Section 4. President. The President shall have such powers and duties as 
from time to time may be conferred upon or assigned to the President by the 
Board of Directors or the Chief Executive Officer (if the President is not 
the Chief Executive Officer).

     Section 5. Vice Presidents. The Executive Vice Presidents, if any, and 
Vice Presidents shall have such powers and duties as from time to time may be 
conferred upon or assigned to them by the Board of Directors, the Chairman, 
or the President. An Executive Vice President or other officer may be 
responsible for the assignment of duties to subordinate Vice Presidents.

     Section 6. Secretary. The Secretary shall send all requisite notices of 
meetings of the shareholders, the Board of Directors, and the Executive 
Committee. The Secretary shall attend all meetings of the shareholders, the 
Board of Directors, and the Executive Committee, and shall keep a true and 
faithful record of the proceedings. The Secretary shall have custody of the 
seal of the Corporation, and of all records, books, documents, and papers of 
the Corporation, except those required to be in the custody of the Treasurer 
or the Controller and except such subsidiary records as may be kept in 
departmental offices. The Secretary shall sign and execute all documents 
which require his signature and execution, and shall affix the seal of the 
Corporation thereto and attest the same when necessary.  Assistant 
Secretaries shall have such of the authority and perform such of the duties 
of the Secretary as may be provided in these By-laws or assigned to them by 
the Board of Directors or by the Secretary. During the Secretary's absence or 
inability, the Secretary's authority and duties shall be possessed by such 
Assistant Secretary or Assistant Secretaries as the Board of Directors, or 
the Secretary with the approval of the Chairman, or the President may 
designate.


                                       8
<PAGE>

     Section 7. Treasurer. The Treasurer shall receive and have charge of all 
funds and securities of the Corporation. The Treasurer shall deposit the 
funds to the credit of the Corporation in such depositories as shall be 
approved from time to time by the Chairman, the President, the Executive Vice 
President or Vice President responsible for financial matters, or the 
Treasurer, and the Treasurer shall disburse the same only on written approval 
of the Controller or the Controller's duly authorized representative, or 
under such other rules and regulations and upon such other disbursement 
instruments as the Chairman or the Executive Vice President or Vice President 
responsible for financial matters may adopt or authorize. The Treasurer shall 
keep full and regular books showing all the Treasurer's receipts and 
disbursements.  Assistant Treasurers shall have such of the authority and 
perform such of the duties of the Treasurer as may be provided in these 
By-laws or assigned to them by the Board of Directors or by the Treasurer. 
During the Treasurer's absence or inability, the Treasurer's authority and 
duties shall be possessed by such Assistant Treasurer or Assistant Treasurers 
as the Board of Directors, or the Treasurer upon the approval of the 
Chairman, the President or the officer responsible for financial matters, may 
designate. The Treasurer and each Assistant Treasurer shall give such 
security for the faithful performance of such officer's duties as the Board 
of Directors may require.

     Section 8. Controller. The Controller shall be the principal accounting 
officer of the Corporation and shall have custody and charge of all books of 
account, except those required by the Treasurer in keeping record of the work 
of the Treasurer's office, and shall have supervision over such subsidiary 
accounting records as may be kept in departmental offices. The Controller 
shall have access to all books of account, including the records of the 
Secretary and the Treasurer, for obtaining information necessary to verify or 
complete the records of the Controller's office. The Controller or a duly 
authorized representative shall certify to the authorizations and approvals 
pertaining to all vouchers; and no payments from the general cash shall be 
made by the Treasurer except on vouchers bearing the written approval of the 
Controller or an authorized representative, unless the Board of Directors, 
the Chairman or other officer responsible for financial matters provides 
otherwise. Assistant Controllers shall have such of the authority and perform 
such of the duties of the Controller as may be provided in these By-laws or 
assigned to them by the Board of Directors or by the Controller. During the 
Controller's absence or inability, the Controller's authority and duties 
shall be possessed by such Assistant Controller or Assistant Controllers as 
the Board of Directors, or the Controller upon the approval of the Chairman, 
the President or other officer responsible for financial matters may 
designate.

     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 such officer by the Board of Directors or delegated to such 
officer by the Chairman, the President or the responsible officer.

     Section 10. Removal of Officers. Any officer may be removed at any time 
by the Board of Directors with or without cause, and such vacancy may be 
filled by the Board of Directors. 


                                       9
<PAGE>

     Section 11. Appointed Officers. The Board of Directors, the Chairman, 
the President, or the officer responsible for administrative matters may, 
from time to time, appoint individuals to serve in such designated capacities 
for the Corporation (such as Vice President, Assistant Vice President, 
Assistant Secretary, Assistant Treasurer or Assistant Controller) as may be 
deemed appropriate. Each appointed officer shall perform such duties and 
shall have such authority as shall be delegated to such officer from time to 
time by the officer of the Corporation to whom such appointed officer is 
responsible. Any duty or authority delegated to any appointed officer 
pursuant to this Section may be withdrawn, with or without cause, at any time 
by the Board of Directors, the Chairman, the President, the officer 
responsible for administrative matters or such officer delegating such duty 
or authority to the appointed officer.

                                     ARTICLE IV
                                          
                                       Stock
                                          
     Section l. Issuance of Stock, Stock Certificates. The Board of 
Directors, and any duly constituted committee of the Board of Directors, 
shall have the power and authority to issue shares of capital stock of the 
Corporation, provided, however, that the stock issued by a committee of the 
Board of Directors shall be issued in connection with a purpose which is 
within the authority delegated to such committee by the full Board of 
Directors.  The shares of stock of the Corporation may be represented by 
certificates in such form as may be approved by the Board of Directors, which 
certificates shall be signed or signed by facsimile by the Chairman or 
President and the Secretary or Treasurer or an Assistant Secretary or 
Assistant Treasurer of the Corporation; and which shall be sealed with the 
seal of the Corporation or a facsimile thereof.  Notwithstanding the 
foregoing provisions regarding share certificates, officers of the 
Corporation may provide that some or all of any or all classes or series of 
the Corporation's common or any preferred shares may be uncertified shares.  
No share certificate shall be issued until the consideration for such shares 
has been fully paid or otherwise provided for. 

     Section 2. Transfer of Stock. Shares of stock of the Corporation shall 
be transferred on the books of the Corporation upon surrender to the 
Corporation of certificates representing the shares to be transferred 
accompanied by an assignment in writing of such shares properly executed by 
the shareholder of record or such shareholder's duly authorized 
attorney-in-fact and with all taxes on the transfer having been paid.  The 
Corporation may refuse any requested transfer until furnished evidence 
satisfactory to it that such transfer is proper. The Board of Directors may 
make such rules concerning the issuance, transfer and registration of stock, 
the cancellation of stock and certificates, and requirements regarding the 
replacement of lost, destroyed or wrongfully taken stock certificates 
(including any requirement of an indemnity bond prior to issuance of any 
replacement certificate) as it deems appropriate.


                                       10
<PAGE>

     Section 3. Registered Shareholders. The Corporation may deem and treat 
the holder of record of any stock as the absolute owner for all purposes and 
shall not be required to take any notice of any right or claim of right of 
any other person.

     Section 4. Record Date. 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 other purpose, the 
Board of Directors of the Corporation may fix in advance a date as the record 
date for any such determination of shareholders, such date in any case to be 
not more than fifty days and, in the case of a meeting of shareholders, not 
less than ten days prior to the date on which the particular action requiring 
such determination of shareholders is to be taken.

                                     ARTICLE V
                                          
                               Business Combinations

     Section 1.  All of the requirements within Part 2 of Article 11 of 
Chapter 2 of Title 14 of the Official Code of Georgia Annotated, in the form 
enacted and amended by Georgia Laws, l985, Page 527, as amended, shall be 
applicable to business combinations of the Corporation.

     Section 2.  All of the requirements within Part 3 of Article 11 of 
Chapter 2 of Title 14 of the Official Code of Georgia Annotated, in the form 
enacted by Georgia Laws, 1988, Page 158, as amended, shall be applicable to 
business combinations of the Corporation.

                                     ARTICLE VI
                                          
                                        Seal

     The common seal of the Corporation shall bear within concentric circles 
the words "BellSouth Corporation" with the word "Seal" in the center. The 
seal and its attestation may be by facsimile.

                                    ARTICLE VII
                                          
                                     Indemnity

     Section 1. Any person who was or is a party or is threatened to be made 
a party to any threatened, pending or completed action, suit or proceeding, 
whether civil, criminal, administrative or investigative (including any 
action by or in the right of the Corporation), by reason of the fact that 
such person is or was a director or officer of the Corporation, or is or was 
serving at the request of the Corporation as a director or officer of another 
corporation, partnership, joint venture, trust or other enterprise, shall be 
indemnified by the Corporation 


                                       11
<PAGE>

against expenses (including reasonable attorney's fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred by such person in 
connection with such action, suit or proceeding, to the maximum extent 
permitted by, and in the manner provided by, the Georgia Business Corporation 
Code.

     Section 2. The Board of Directors is expressly authorized on behalf of 
the Corporation to enter indemnity agreements between the Corporation and any 
director or officer of the Corporation, or any person serving at the request 
of the Corporation as a director, officer, trustee, agent or fiduciary of 
another corporation, partnership, joint venture, employee benefit plan, trust 
or enterprise, in form and content acceptable to the Board and substantially 
in the form of agreement submitted to and approved by the shareholders of the 
Corporation.  Such agreements may provide that the Corporation shall 
indemnify such persons and provide for procedural rights intended to assure 
that appropriate indemnification is available against expenses (including 
reasonable attorney's fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by such persons in connection with such 
action, suit or proceeding.  No indemnification may be made for liability (i) 
for any appropriation, in violation of a director's duties, of any business 
opportunity of the Corporation, (ii) for acts or omissions not in good faith 
or constituting 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 person 
derived an improper personal benefit. 

                                          
                                    ARTICLE VIII
                                          
                                Amendment of By-laws
                                          
     The Board of Directors shall have the power to alter, amend or repeal 
the By-laws or adopt new by-laws, but any by-laws adopted by the Board of 
Directors may be altered, amended or repealed and new by-laws adopted by the 
shareholders. The shareholders may prescribe that any by-law or by-laws 
adopted by them, including, without limitation, a by-law establishing the 
number of Directors, shall not be altered, amended or repealed by the Board 
of Directors. Action by the Board of Directors with respect to the By-laws 
shall be taken by an affirmative vote of a majority of all of the Directors 
then in office. Action by the shareholders with respect to the By-laws shall 
be taken by an affirmative vote of a majority of the shares entitled to vote 
at an election of Directors.

     Notwithstanding the preceding sentence, the affirmative vote of the 
holders of at least 75% of the voting power of all shares of the Corporation 
entitled to vote generally in the election of directors, voting together as a 
single class, shall be required to amend or repeal, or adopt any provision 
inconsistent with, Section 2 or l3 of Article II of these By-laws, or this 
sentence.


                                       12