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                                                                     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

<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
Article I
Offices .............................................................  1

Article II
Meetings of Shareholders ............................................  1

2.1      Annual Meeting .............................................  1
2.2      Special Meetings ...........................................  1
2.3      Notice of Shareholder Meetings .............................  2
2.4      Waiver of Notice ...........................................  3
2.5      Place of Meetings ..........................................  3
2.6      Record Date ................................................  3
2.7      Shareholders List For Meeting ..............................  4
2.8      Quorum Requirements ........................................  4
2.9      Voting and Proxies .........................................  5
2.10     Action Without Meeting .....................................  5
2.11     Presiding Officer; Order of Business .......................  6

Article III
Board of Directors ..................................................  7

3.1      Management of the Corporation ..............................  7
3.2      Qualifications and Elections ...............................  7
3.3      Number .....................................................  7
3.4      Regular Meetings ...........................................  8
3.5      Special Meetings ...........................................  8
3.6      Place of Meetings ..........................................  8
3.7      Notice of Directors' Meetings ..............................  8
3.8      Waiver of Notice ...........................................  9
3.9      Quorum and Vote ............................................ 10
3.10     Vacancies .................................................. 10
3.11     Action Without Meeting ..................................... 11
3.12     Execution of Instruments ................................... 11
3.13     No Compensation ............................................ 11
3.14     Resignation and Removal .................................... 12
3.15     Committees ................................................. 12

Article IV
Officers ............................................................ 13
</TABLE>
<PAGE>   3
<TABLE>
<S>      <C>                                                          <C>
4.1      Number ..................................................... 13
4.2      Election and Term .......................................... 13
4.3      Resignation and Removal .................................... 13
4.4      Compensation ............................................... 14
4.5      President .................................................. 14
4.6      Chief Financial Officer .................................... 14
4.7      Vice Presidents ............................................ 15
4.8      Secretary .................................................. 15
4.9      Treasurer .................................................. 15

Article V
Capital Stock ....................................................... 16

5.1      Stock Certificates ......................................... 16
5.2      Transfer of Shares ......................................... 17
5.3      Loss of Certificates ....................................... 18
5.4      Registered Shareholders .................................... 18
5.5      Transfer Agent and Registration ............................ 18

Article VI
Indemnification of Directors and Officers ........................... 19

6.1      Standard for Indemnification ............................... 19
6.2      Non-Exclusive .............................................. 20

Article VII
Corporate Records ................................................... 20

Article VIII
Amendment of By-Laws ................................................ 21

Article IX
Fiscal Year ......................................................... 22

Article X
Seal ................................................................ 22
</TABLE>




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                                   ARTICLE I

                                    OFFICES

       In addition to its registered and principal offices, the corporation may
have such other offices and/or facilities at such other places 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 this 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

<PAGE>   5

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 notice 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 than Sixty (60) days before the
date of the meeting. Any notice required to be sent or given to any shareholder
under the provisions of the charter, these by-laws, or the 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 any
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 of 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
meeting 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 for any such determination of shareholders.  Unless otherwise


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<PAGE>   7

determined by the Board of Directors, the record date 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 date for a
meeting, the corporation shall prepare an alphabetical list of the names of all
its shareholders who are entitled to notice of a shareholder.  The list must
show the address and number of shares held by each shareholder.  The shareholder
list must be available for inspection by any shareholder beginning Two (2)
business days after 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 is 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




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<PAGE>   8

adjourned despite the absence of a quorum, and notice of any adjournment need
not be given if the time and place to which the meting 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 vote 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.

       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 filed 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
written 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 of such meeting, but shall not be valid after the final 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 a
meeting.  If all shareholders entitled to vote on the action consent to



                                       5

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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 meting 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 of 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 of Directors 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 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 of every meeting.  If neither the Secretary or Assistant
Secretary is present at the meeting, the shareholders present at the meeting or
represented by proxy shall choose 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 of meeting;
                     3.  Reading of minutes of previous annual meeting;



                                       6

<PAGE>   10
                              4. Reports of Officers;
                              5. Reports of committees;
                              6. Election of directors; and
                              7. Miscellaneous business.


                                  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 as 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.


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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, any means 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' Meeting.  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


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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 personal delivery, the notice is effective when
received.  If notice is given by overnight courier service, correctly addressed,
and with delivery charges prepaid or charged to the sender's or the
corporation's account, the notice is effective on the date of promised delivery
by such courier service.  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 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 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 form of 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

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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 unless the director at the beginning of
the meeting (or promptly upon arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for 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 to 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, these
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


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<PAGE>   14

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 Directors' 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
corporate records reflecting the action taken.  The action is effective when
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 on behalf of, the
corporation, and such authority may be general or confined to specific
instances.

       3.13   Compensation.  Directors shall be entitled to such reasonable
compensation for their services as a director as shall be fixed by resolution of
the


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<PAGE>   15

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 under these provisions shall not be barred from serving the
corporation 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 or committees 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

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<PAGE>   16
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-Presidents, 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 an
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 officer's 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


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notice is delivered unless the notice specifies a later effective date. The
Board of Directors may remove any officer at any time with or without cause and
any officer, if appointed by another officer, may likewise be removed by such
officer.

         4.4      Compensation. The compensation, including salaries, of all
officers and those agents appointed by the board shall be as fixed by the Board
of Directors. No officer shall be ineligible to receive such salary by reason
of the fact that such officer is also a director of the corporation and
receiving compensation therefor.

         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 


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<PAGE>   18
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 Presidents.  The Vice Presidents, 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 Treasurer, 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


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<PAGE>   19
and to the credit of the corporation in such depository or depositories as may
be designated by the Board of Directors.  The Treasurer shall render to the
President or to the Board of Directors, whenever either may require it, an
amount 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 hereunder shall be assumed and discharged
by the President or such officer as the President shall designate.

                                   ARTICLE V
                                        
                                 CAPITAL STOCK

          5.1  Stock Certificates.  Every shareholder shall be entitled to a
certificate or certificates 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 the 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


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<PAGE>   20
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 determined for
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 power of attorney attested 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.


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<PAGE>   21
          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 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>   22
                                   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
determined 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.

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<PAGE>   23
          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 no in restriction or limitation of, any other 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 an 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
of more classes or series of shares, and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those resolutions
are outstanding.

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<PAGE>   24


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

                    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; and

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

                                  ARTICLE VIII

                              AMENDMENT 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 director's 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


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next shareholders' meeting following the any such action by the Board of
Directors. The notice of such shareholders' 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 calender year and shall end on the last day of December of the
same calendar year, 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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