<PAGE>   1
                                                                     Exhibit 3.2

                                   BY-LAWS OF

                  AMERISTAR INTERNATIONAL HOLDINGS CORPORATION











                                  Prepared by:

                             WYATT, TARRANT & COMBS
                          511 Union Street, Suite 1500
                           Nashville, Tennessee 37219



                                November 12, 1997


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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
ARTICLES OFFICES                               . . . . . . . . . . . . . . . . . . .           1

ARTICLE II MEETINGS OF SHAREHOLDERS            . . . . . . . . . . . . . . . . . . .           1
2.1    ANNUAL MEETING                          . . . . . . . . . . . . . . . . . . .           1
2.2    SPECIFIC MEETINGS                       . . . . . . . . . . . . . . . . . . .           1
2.3    NOTICE OF SHAREHOLDERS                  . . . . . . . . . . . . . . . . . . .           1
2.4    WAIVER NOTICE                           . . . . . . . . . . . . . . . . . . .           2
2.5    PLACE OF MEETINGS                       . . . . . . . . . . . . . . . . . . .           2
2.6    RECORD DATE                             . . . . . . . . . . . . . . . . . . .           2
2.7    SHAREHOLDERS LIST FOR MEETING           . . . . . . . . . . . . . . . . . . .           2
2.8    QUORUM REQUIREMENTS                     . . . . . . . . . . . . . . . . . . .           2
2.9    VOTING AND PROXIES                      . . . . . . . . . . . . . . . . . . .           3
2.10   ACTION WITHOUT MEETING                  . . . . . . . . . . . . . . . . . . .           3
2.11   PRESIDING OFFICER; ORDER OF BUSINESS    . . . . . . . . . . . . . . . . . . .           3

ARTICLE III BOARD OF DIRECTORS                 . . . . . . . . . . . . . . . . . . .           4
3.1    MANAGEMENT OF THE CORPORATION           . . . . . . . . . . . . . . . . . . .           4
3.2    QUALIFICATIONS AND ELECTIONS            . . . . . . . . . . . . . . . . . . .           4
3.3    NUMBER                                  . . . . . . . . . . . . . . . . . . .           4
3.4    REGULAR MEETINGS                        . . . . . . . . . . . . . . . . . . .           4
3.5    SPECIAL                                 . . . . . . . . . . . . . . . . . . .           4
3.6    PLACE OF MEETINGS                       . . . . . . . . . . . . . . . . . . .           4
3.7    NOTICE OF DIRECTORS' MEETINGS           . . . . . . . . . . . . . . . . . . .           4
3.8    WAIVER OF NOTICE                        . . . . . . . . . . . . . . . . . . .           5
3.9    QUORUM AND VOTE                         . . . . . . . . . . . . . . . . . . .           5
3.10   VACANCIES                               . . . . . . . . . . . . . . . . . . .           5
3.11   ACTION WITHOUT MEETINGS                 . . . . . . . . . . . . . . . . . . .           5
3.12   EXECUTION OF INSTRUMENTS                . . . . . . . . . . . . . . . . . . .           5
3.13   NO COMPENSATION                         . . . . . . . . . . . . . . . . . . .           6
3.14   RESIGNATION AND REMOVAL                 . . . . . . . . . . . . . . . . . . .           6
3.15   COMMITTEES                              . . . . . . . . . . . . . . . . . . .           6

ARTICLE IV OFFICERS                            . . . . . . . . . . . . . . . . . . .           6
4.1    NUMBER                                  . . . . . . . . . . . . . . . . . . .           6
4.2    ELECTION                                . . . . . . . . . . . . . . . . . . .           6
4.3    RESIGNATION AND REMOVAL                 . . . . . . . . . . . . . . . . . . .           6
4.5    PRESIDENT                               . . . . . . . . . . . . . . . . . . .           7
4.6    CHIEF FINANCIAL OFFICER                 . . . . . . . . . . . . . . . . . . .           7
4.7    VICE PRESIDENT                          . . . . . . . . . . . . . . . . . . .           7
4.8    SECRETARY                               . . . . . . . . . . . . . . . . . . .           7
4.9    TREASURER                               . . . . . . . . . . . . . . . . . . .           7

ARTICLE V CAPITAL STOCK                        . . . . . . . . . . . . . . . . . . .           8
5.1    STOCK CERTIFICATES                      . . . . . . . . . . . . . . . . . . .           8
5.2    TRANSFER OF SHARES                      . . . . . . . . . . . . . . . . . . .           8
5.3    LOSS OF CERTIFICATES                    . . . . . . . . . . . . . . . . . . .           8
5.4    REGISTERED SHAREHOLDERS                 . . . . . . . . . . . . . . . . . . .           8
5.5    TRANSFER AGENT AND REGISTRAR            . . . . . . . . . . . . . . . . . . .           8

ARTICLE VI INDEMNIFICATION OF DIRECTORS AND
OFFICERS                                       . . . . . . . . . . . . . . . . . . .           8
6.1    STANDARD FOR INDEMNIFICATION            . . . . . . . . . . . . . . . . . . .           8
6.2    NON-EXCLUSIVE                           . . . . . . . . . . . . . . . . . . .           8

ARTICLE VII CORPORATE RECORDS                  . . . . . . . . . . . . . . . . . . .           9
ARTICLE VIII AMENDMENTS OF BY-LAWS             . . . . . . . . . . . . . . . . . . .          10
ARTICLE IX FISCAL YEAR                         . . . . . . . . . . . . . . . . . . .          10
ARTICLE X SEAL                                 . . . . . . . . . . . . . . . . . . .          10
</TABLE>



<PAGE>   3

                                    Article I

                                     OFFICES

     In addition to its registered and principal offices, the corporation may
have such other offices and /or facilities at such other place as the Board of
Directors may from time to time determine and as the business of the corporation
may require. The address of the principal office may be changed by the Board of
Directors by amendment to the corporation 's charter.

                                   Article II

                            MEETINGS OF SHAREHOLDERS

     2.1 Annual Meeting. (a) The annual meeting of shareholders shall be held
within One Hundred Twenty (120) days of the fiscal year end of the corporation,
but no later than as selected by the Board of Directors, or on such other date
as may be set by the Board of Directors.

          (b) In the event the annual meeting is not held at the time prescribed
in Section 2.1, and if the Board of Directors shall not call a special meeting
prescribed in Section 2.2 within three (3) months after the date prescribed for
the annual meeting, then any shareholder may call such meeting, and at such
meeting the shareholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held.

     2.2 Special Meetings. Special meetings of the shareholders may be called by
the President, the Board of Directors, or by written request of the holders of
at least Fifteen percent (15%) of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. The business
transacted at special meetings of the shareholders shall be confined to the
business stated in the notice given to the shareholders. It shall be the duty of
the Secretary to mail out notices of such meetings.

     2.3 Notice of Shareholder Meetings. Written or printed notice stating the
place, day and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting, shall be delivered, either personally or by mail, by or at
the direction of the Secretary. Such notice shall be mailed or delivered not
less than ten (10) days nor more Sixty (60) days before the date of the meeting.
Any notice required to be sent or given to any shareholder under the provision
of the charter, these By-laws of Tennessee, is effective when mailed, if mailed
postage prepaid and correctly addressed to the shareholder's address shown in
the corporation's current record of shareholders. If delivered personally, any
notice required to be sent or given to nay shareholder under the provisions of
the charter, these By-laws, or the laws of Tennessee is effective when received
by the shareholder. The person giving such notice shall certify that the notice
required by this paragraph has been given.



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     2.4 Waiver of Notice. A shareholder may waive any notice that is required
either before or after the date and time stated in the notice. The waiver must
be in writing, signed by the shareholder entitled to the notice, and delivered
to the corporation for inclusion in the minutes or filing with the corporate
records. Notwithstanding the foregoing, a shareholder's attendance at a meeting
(a) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning if the meeting, or promptly upon the
shareholder's arrival objects to holding the meeting or transacting business at
the meeting, and (b) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.

     2.5 Place of Meetings. Meetings of the shareholders may be held at such
place within or without the State of Tennessee as may be designated by the Board
of Directors. If not otherwise specified by the Board of Directors, said
meetings shall be held at the corporation's principal office.

     2.6 Record Date. For the purpose of determining the shareholders entitled
to notice of, or to vote at, any meeting of the shareholders, or any adjournment
thereof, or in order to make a determination of the shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date faro any such determination of shareholders. Unless otherwise determined by
the Board of Directors, the record days for determining shareholders entitled to
take action without a meeting is the date the first shareholder signs the
consent.

     2.7 Shareholders List For Meeting. After fixing a record for a meeting the
corporation shall prepare an alphabetical list of all its shareholders who are
entitled to notice of a shareholders' meeting. The list must show the address
and number of shares held by each shareholder. The shareholders list must be
available for inspection by any shareholder beginning Two (2) business days
notice of the meeting is given for which the list was prepared and must remain
on file for a minimum period of Thirty (30) days prior to the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The shareholder list must also be
available at the meeting. Failure to comply with the requirements of this
Section 2.7 shall not affect the validity of any action taken at such meeting of
the shareholders.

     2.8 Quorum requirements. A majority of the common stock issued and
outstanding, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for that adjourned meeting. A meeting may be adjourned despite
the absence of a quorum, and notice of any adjournment need not be given if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken. When a quorum exists at any meeting, action on a
matter is approved if the votes cast favoring the action exceed the votes cast
opposing the action, unless the question is one upon which, by express provision
of the charter, these By-laws, or the laws of Tennessee, a greater number of
affirmative votes is required, in which case such express provisions shall
govern the decision of such question.



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     2.9 Voting and Proxies. Each shareholder shall have One (1) vote for each
share of common stock registered in his or her name on the books of the
corporation on and as of the record date for such meeting fixed and determined
by the Board of Directors or as otherwise determined by statute. Every
shareholder entitled to vote at any meeting may do so either in person or by
proxy, which proxy shall be filed with the Secretary of the meeting before being
voted. Such proxy shall entitle the holders thereof to vote at any adjournment
thereof. No proxy shall be valid after the expiration of Eleven (11) months from
the date of its execution unless otherwise provided in the proxy.

     2.10 Action Without Meeting. Whenever the shareholders are required or
permitted to take any action at a meeting, such action may be taken without
meeting. If all shareholders entitled to a vote on the action consent to taking
such action without a meeting, the affirmative vote of the number of shares that
would be necessary to authorize or take such action at a meeting is the act of
the shareholders. The action must be evidenced by One (1) or more written
consents describing the action taken, signed by each shareholder entitled to
vote on the action in One (1) or more counterparts, indicating each signing
shareholder's vote or abstention on the action and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.

     2.11 Presiding Officer; Order of Business. (a) Meetings of the shareholders
shall be presided over by the Chairman of the Board of Directors, or if the
Chairman of the Board is not present, by the President, or, if the President is
not present, by a Vice-President, if any. If none of the above referenced
officers are present, such meeting of the shareholders shall be presided over by
a chairman to be chosen by a majority of the shareholders entitled to a vote at
the meeting who are present in person or represented by proxy. The Secretary or
an Assistant Secretary, if any, shall act as secretary every meeting. If neither
the Secretary nor Assistant Secretary is present at the meeting, the
shareholders present at the meeting or represented by proxy shall chose any
person to act as secretary of the meeting.

          (b) The order of business shall be as follows:

               1. Call of meeting to order;
               2. Proof of notice meeting;
               3. Reading of minutes of previous annual meeting; 
               4. Reports of Officers; 
               5. Reports of Committees; 
               6. Election of Directors; and
               7. Miscellaneous business








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                                   Article III

                               BOARD OF DIRECTORS

     3.1 Management of the Corporation. The business and affairs of the
corporation shall be managed by a Board of Directors. The Board of Directors may
implement and exercise all corporate powers and do all such lawful acts and
things that are not prohibited by the charter of the corporation, by these
By-laws, or by the laws of Tennessee.

     3.2 Qualifications and Election. Directors need not be shareholders or
residents of Tennessee, but must be of legal age. Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote in the election at
the annual meeting of the shareholders. Each director shall serve until the next
annual meeting of the shareholders or until a successor has been elected and
qualified.

     3.3 Number. The initial number of directors that shall constitute the
entire Board of Directors shall be five (5). The number of directors may be
increased or decreased by resolution of the Board of Directors from time to
time. Any change in the number of directors shall be set forth in the notice of
any meeting of shareholders held for the purpose of electing directors, subject
to the approval of the shareholders.

     3.4 Regular Meetings. An annual meeting of the Board of Directors shall be
held immediately after the adjournment of the annual meeting of shareholders, at
which time the officers of the corporation shall be elected. The board may also
designate more frequent intervals for regular meetings.

     3.5 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the President, any Two (2) directors, or the sole Director
if only One (1) director.

     3.6 Place of Meetings. Meetings of the Board of Directors, whether annual,
regular, or special, shall be held at such time or times and at such place or
places within or without the State of Tennessee as the Board of Directors may,
from time to time, determine or as may be specified in the notice of such
meeting. The Board of Directors may permit any and all directors to participate
in a regular or special meeting by, or conduct the meeting through the use of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

     3.7 Notice of Directors' Meetings. The annual and regular meetings of the
Board of Directors may be held without notice of the date, time, place or
purpose of the meeting. In the case of special meetings, written or printed
notice stating the date, time, and place of the meeting, shall be delivered
either personally, by mail, overnight courier, telegraph, telephone facsimile
transmission, telex, or other form of wire or wireless communication. Such
notice shall be delivered not less than Two (2) days before the date of the
meeting. If notice is given by mail, correctly addressed, and with first class
postage affixed thereon, the notice is effective Five (5) days after its deposit
in the United States 



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<PAGE>   7

mail. If notice is given by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee, the
notice is effective on the earlier of the date shown on the return receipt or
Five (5) days after the deposit in the United States mail. If notice is given by
telegraph, the notice is effective on the date the telegraphic agency shall
confirm delivery thereof to the addressee. If notice is given by facsimile
transmission, telex, or other wire or wireless communication and transmitted to
the proper address or number, the notice is effective when receipt is confirmed
electronically or otherwise.

     3.8 Waiver of Notice. A director may waive any notice that is required
either before or after the date and time stated in the notice. The waiver must
be in writing, signed by the director entitled to the notice, and filed with the
minutes or corporate records. Notwithstanding the foregoing, a director's
attendance at or participation in a meeting waives any required notice to that
director of the meeting and does not thereafter vote or assent to action taken
at the meeting.

     3.9 Quorum and Vote. At all meetings of the Board of Directors, the
presence of a majority of the directors then in office shall constitute a quorum
for the transaction of business. A meeting may be adjourned despite the absence
of a quorum; and notice of an adjourned meeting need not be given if the time
and place to which the meeting is adjourned are fixed at the meeting at which
adjournment is taken, and if the period of adjournment does not exceed One (1)
month in any One (1) adjournment. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be an act of
the board, unless the vote of a greater number is required by the charter,
theses By-laws, or the laws of Tennessee.

     3.10 Vacancies. Newly created directorships resulting from an increase in
the number of directors, and vacancies occurring in any directorship for any
reason, including the removal of a director with or without cause, may be filled
by the Board of Directors or if the directors remaining in office constitute
fewer than a quorum of the board, by the affirmative vote of a majority of all
directors remaining in office. Any director so elected shall serve until the
next meeting of the shareholders at which directors are elected.

     3.11 Action Without Meeting. Whenever the directors are required or
permitted to take any action at a Board of Director's meeting, such action may
be taken without a meeting. If all directors consent to taking such action
without a meeting, the affirmative vote of the number of directors that would be
necessary to authorize or to take such action at a meeting is the act of the
board. The action must be evidenced by One (1) or more written consents
describing the action taken, signed by each director in One (1) or more
counterparts, indicating each signing director's vote or abstention on the
action, and such consent(s) shall be included in the minutes or filed with the
last director signs the consent, unless the consent specifies a later effective
date.

     3.12 Execution of Instruments. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or to execute
and deliver any instrument in the name of, and behalf of, the corporation, and
such authority may be general or confined to specific instances.



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<PAGE>   8

     3.13 Compensation. Directors shall be entitled to such reasonable
compensation for their services as director as shall be fixed by resolution of
the Board of Directors, and also shall be entitled to reimbursement for any
reasonable expenses incurred in attending such regular or special meetings of
the board. The compensation of directors may be on such basis as is determined
in the resolution of the Board of Directors. Any director receiving compensation
in any other capacity and receiving reasonable compensation for such other
services.

     3.14 Resignation and Removal. A director may resign at any time by
delivering written notice to the board of Directors, its Chairman or President,
or to the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. The shareholders may remove
One (1) or more directors with or without cause.

     3.15 Committees. The Board of Directors may create One (1) or more
committees, including an audit committee, a compensation committee, and a
nominating committee. A committee may consist of a single member. All committees
so created shall have and may exercise such powers and authority as the Board of
Directors may delegate to such committee by resolution. All members of a
committee that is authorized to exercise powers of the board of Directors must
be members of the Board of Directors and shall serve on such committee at the
pleasure of the Board of Directors. No committee can act on matters reserved to
the entire Board of Directors by the charter, these By-laws, or the laws of
Tennessee. All committees created by the Board of Directors shall keep regular
minutes of their meetings and proceedings and shall report to the Board of
Directors upon request. Unless the board otherwise elects, the President shall
be a member ex-officio of all committees of the board of Directors.

                                   Article IV

                                    OFFICERS

     4.1 Number. The corporation shall have a President, Chief Financial
Officer, and a Secretary. The corporation may also have one (1) or more
Vice-President, a Treasurer, and such other officers as the Board of Directors
shall from time to time deem necessary. Any two (2) or more offices may be held
by the same person, except the offices of President and Secretary.

     4.2 Election and Term. The officers shall be elected annually by the Board
of Directors or, if the Board of Directors specifically authorizes on officer to
appoint one (1) or more other officers or assistant officers, by appointment by
such duly authorized officer. Each officer shall serve at the pleasure of the
Board of Directors, or if appointed by another officer, at such other officers'
pleasure, or until a successor has been elected and qualified. Any vacancy in an
office may be filled for the unexpired portion of the term by the Board of
Directors.

     4.3 Resignation and Removal. An officer may resign at any time by
delivering notice to the corporation. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date. The Board of
Directors may remove any officer at 



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<PAGE>   9

any time with or without cause and any officer, if appointed by another officer,
may likewise be removed by such an officer.

     4.5 President. The President shall be the Chief Executive Officer of the
Corporation. The President shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall effect such
division of duties between the officers of the corporation as the President
shall deem proper, except as the board otherwise directs. Further, the President
shall execute all bonds, mortgages, contracts, conveyances or other instruments
of the corporation except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.

     4.6 Chief Financial Officer. The Chief Financial Officer, subject to the
Board of Directors and the President, shall supervise and manage the financial
planning and direction of the corporation. The Chief Financial Officer shall be
responsible for the daily financial operations of the corporation and shall
supervise the Treasurer, if any. If no Treasurer is elected by the Board of
Directors, the Chief Financial Officer shall assume the duties of the Treasurer.

     4.7 Vice President. The Vice- President(s), in the order of their seniority
if more than one (1), shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President until the Board of
Directors elects a successor, and shall perform such other duties as the Board
of Directors or the President may prescribe.

     4.8 Secretary. The Secretary shall attend all meetings of the shareholders
and the Board of Directors and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for committees of the Board of Directors upon the request of the President. The
Secretary shall give ,or cause to be given, notice of all meetings of the
shareholders and all meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board of Directors or the President,
under whose supervision the Secretary shall be. The Secretary shall attest the
execution of any document or instrument requiring such attestation and
authenticate records of the corporation.

     4.9 Treasurer. The Treasure, if elected by the Board of Directors, shall
have custody of the funds and securities of the corporation, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation, and shall deposit all money and other valuable effects in the name
and to the credit of the corporation in such depository or depository or
depositories as may be designated by the Board of Director's. The Treasurer
shall render to the President or the Board of Directors, whenever either may
require it, an account of all transactions of the corporation. If required by
the Board of Directors, the Treasurer shall give the corporation a bond, with
such surety or sureties as shall be satisfactory to the Board of Directors, for
the faithful performance of the duties of the office and for the restoration to
the corporation of all books, papers, vouchers, money, and other property in the
case of the Treasurer's death, resignation, retirement, or removal from office.
If no Treasurer shall be elected by the Board of Directors, all duties and
responsibilities of the Treasurer thereunder shall be assumed and discharged by
the President or such officer as the President shall designate.



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<PAGE>   10

                                    Article V

                                  CAPITAL STOCK

     5.1 Stock Certificates. Every shareholder shall be entitled to a
certificate of capital stock of the corporation in such form as may be
prescribed by the Board of Directors. At a minimum each share certificate must
state on its face the name of the corporation, that the corporation is organized
under the laws of Tennessee, the name of that person to whom the certificate is
issued, the number and class of shares and the designation of the series., if
any, and be signed manually or by facsimile by the President and the Treasurer
or the Secretary of the corporation and sealed with the seal of the corporation.
Certificates representing shares of the capital stock of the corporation shall
be numbered, issued in numerical sequence, and entered in the books of the
corporation as they are issued. If the corporation is authorized to issue
different classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences and limitations determine from
each series, and the authority of the Board of Directors to determine variations
for future series, must be summarized on the front or back of each certificate.

     5.2 Transfer of Shares. Shares of stock shall be transferred on the books
of the corporation only by the holder of record thereof, either in person or by
the power of attorney arrested to by at least One (1) witness, by delivery and
surrender of the properly assigned certificate. When shares are transferred by
an attorney-in-fact, the power of attorney shall be filed with the Secretary.
All certificates exchanged or returned shall be canceled by the Secretary, and
such canceled certificates shall be affixed in their original places in the
certificate book. No new certificate or certificates shall be issued until the
old certificate or certificates have thus been canceled and returned to their
original place in the stock certificate book. The corporation shall not be
required to transfer shares of stock until furnished with adequate assurance by
the transferring shareholder of compliance with applicable securities laws.

     5.3 Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon the execution of a lost certificate affidavit and upon such terms,
including provisions for indemnification or bond, as the Board of Directors may
prescribe.

     5.4 Registered Shareholders. The corporation shall be entitled to treat the
holder of record of any share or shares of stock of the corporation as the
holder in fact, and accordingly, shall not be bound to recognize any equitable
or other claim or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Tennessee.

     5.5 Transfer Agent and Registrar. The Board of Directors may appoint one or
more transfer agents or transfer clerks and one more or more registrars, and may
require all certificates for shares to bear the signature or signatures of any
of them.



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<PAGE>   11

                                   Article VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     6.1 Standard for Indemnification. The corporation shall indemnify and
advance expenses to each present and future director or officer, or any present
or future director or officer of any other corporation serving as such at the
request of the corporation because of the corporation's interest in such other
corporation, or the executor, administrator, or other legal representative of
any such director or officer, to the fullest extent allowed by the laws of the
State of Tennessee, as now in effect and as hereafter adopted. The corporation
may indemnify and advance expenses to any employee or agent of the corporation
who is not a director or officer, or the executor, administrator or other legal
representative of any such employee or agent, to the same extent as to a
director or officer if the Board of Directors determines that it is in the best
interest of the corporation. The corporation shall also have the power to
contract with any individual director, officer, employee, or agent for whatever
additional indemnification the Board of Directors shall deem appropriate, as
long as it is consistent with public policy.

     6.2 Non-Exclusive. The foregoing right of indemnification and advancement
of expenses shall not be exclusive of any other rights to which the director or
officer may be entitled as a matter of law, or which may be lawfully granted to
the director or officer. The indemnification and advancement of expenses hereby
granted by the corporation shall be in addition to, and not in restriction or
limitation of, any privilege or powers the corporation may lawfully exercise
with respect to indemnification, advancements, or reimbursement of directors,
trustees, officers, or employees.

                                   Article VII

                                CORPORATE RECORDS

     The corporation shall keep a copy of the following records at its principal
office:

          a. Its charter or restated charter and all amendments thereto
currently in effect;

          b. Its By-laws or restated By-laws and all amendments to them
currently in effect;

          c. Resolutions adopted by the Board of Directors creating one or more
classes or series of shares, and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding;

          d. The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past Three(3) years;



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          e. All written communications to shareholders generally within the
past Three (3) years, including any financial statements prepared for the past
Three (3) years under Tennessee Code Annotated Section 48-26-201;

          f. A list of the names and business addresses of its current directors
and officers;

          g. Its most recent annual report delivered to the Tennessee Secretary
of State under Tennessee code Annotated Section 48-26-203.

                                  Article VIII

                              AMENDMENTS OF BY-LAWS

     These By-laws may be amended, added to, or repealed either by: (1) a
majority vote of the shares present at any duly constituted shareholder's
meeting, or (2) a majority vote of the Board of Directors at a duly constituted
meeting of the Board. Any notice of the proposal to make, alter, amend or repeal
the By-laws shall be included in the notice of the directors' meeting at which
such action takes place. Any change in these By-laws made by the Board of
Directors, however, may be amended or repealed by the shareholders at the next
shareholders' meeting following the any such action by the Board of Directors.
The notice of such shareholder' meeting shall include notice that the
shareholders will be called on to ratify the action taken by the Board of
Directors with regard to the By-laws.

                                   Article IX

                                   FISCAL YEAR

     The fiscal year of the corporation shall commence on the first day of
January of each calendar year and shall end on the last day of December of the
same calendar, and the books of the corporation shall be kept and its income
computed in accordance therewith.

                                    Article X

                                      SEAL

     The corporate seal of the corporation shall consist of two concentric
circles, between which shall be the name of the corporation, and in the center
of which shall be inscribed the year of its incorporation and the words
"Corporate Seal, State of Tennessee."



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