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                                                                  EXHIBIT 3(iii)

                             INVESTORS TITLE COMPANY

             RESOLUTIONS TO BE CONSIDERED BY THE BOARD OF DIRECTORS

                                BYLAW AMENDMENTS

                                 MARCH 10, 1997


         WHEREAS, the Board of Directors of Investors Title Company (the
"Corporation") deems it to be in the best interest of the Corporation to amend
certain provisions of the Bylaws of the Corporation to conform such provisions
to, and to supply the Corporation with the flexibility afforded by, the North
Carolina Business Corporation Act; now then it is

         RESOLVED, that the Bylaws of the Corporation be and hereby are amended
as follows:

         A. Article I, Section 5 of the Bylaws is amended to delete said Section
5 in its entirety and to substitute in lieu thereof the following:

         5. Notice of Meetings. Written or printed notice stating the time and
place of the meeting shall be delivered no fewer than 10 nor more than 60 days
before the date thereof, either personally or by mail, by or at the direction of
the President or the other person calling the meeting, to each shareholder of
record entitled to vote at such meeting and to each nonvoting shareholder
entitled to notice of the meeting. If the corporation is required by law to give
notice of proposed action to nonvoting shareholders and the action is to be
taken without a meeting pursuant to Section 9 of this Article, written notice of
such proposed action shall be delivered to such shareholders not less than 10
days before such action is taken.

         If notice is mailed, such notice shall be effective when deposited in
the United States mail with postage thereon prepaid and correctly addressed to
the shareholder's address shown in the corporation's current record of
shareholders.

         In the case of an annual or substitute annual meeting, the notice of
meeting need not specifically state the business to be transacted thereat unless
it is a matter with respect to which specific notice to the shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.

         When a meeting is adjourned for more than 120 days after the date fixed
for the original meeting or if a new record date for the adjourned meeting is
fixed, notice of the

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adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for 120 days or less and no new record date for the
adjourned meeting is fixed, it is not necessary to give notice of the adjourned
meeting other than by announcement at the meeting at which the adjournment is
taken.

         B. Article VII, Section 3 of the Bylaws is amended to delete said
Section 3 in its entirety and to substitute in lieu thereof the following:

         3. Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of a meeting of shareholders, to demand a special meeting, to
vote, to take any other action, or to receive a dividend with respect to their
shares, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders. Such record date fixed by the Board of
Directors under this Section shall not be more than 70 days before the meeting
or action requiring a determination of shareholders.

         If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to a dividend, the close of the business day before the first notice is
delivered to shareholders or the date on which the Board of Directors authorizes
the dividend, as the case may be, shall be the record date for such
determination of shareholders.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.

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