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                                                                   EXHIBIT 3(ii)



                         BY-LAWS OF DETREX CORPORATION

                     (As Amended Through February 26, 1998)


                                   ARTICLE I

                                    Offices

     The principal and registered offices of the Corporation shall be in the
City of Southfield, County of Oakland, State of Michigan.


                                   ARTICLE II

                    STOCKHOLDERS AND STOCKHOLDERS' MEETINGS

     SECTION 1. The Stockholders of the Corporation shall be those who appear
on the books of the Corporation as holders of one or more shares of the Capital
Stock.

     SECTION 2. All meetings of the Stockholders shall be held at the
registered office of the Corporation, 24901 Northwestern Highway, Suite 500,
City of Southfield, Michigan, unless some other place, either within or without
the State, shall be designated in the call therefor.

     SECTION 3. An Annual Meeting of Shareholders shall be held on the fourth
Thursday in April of each year, at 11 o'clock A.M., if not a legal holiday, and
if a legal holiday, then on the next secular day following at the same time,
when they shall elect by plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.

     SECTION 4. Notices of meetings, written or printed, for every annual or
special meeting of Stockholders, shall be prepared by the Secretary and by him
mailed to the last known post office address of each Stockholder having voting
rights, not less than ten (10) nor more than forty (40) days prior to the date
of such meeting, and if for a special meeting such notice shall state the
object or objects thereof, provided, however, that any annual or special
meeting of the Stockholders may be held without notice upon a waiver of such
notice by all of the Stockholders having voting rights, which waiver may be by
telegram or other writing before or after the holding thereof; or when all of
the Stockholders having voting rights are represented in person or by proxy.
In no case shall a failure to mail the notice required in this paragraph, or
any irregularity in such notice, affect the validity of any annual meeting of
Stockholders, or of any proceedings had at such meeting.

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     SECTION 5. The holders of a majority of the stock issued and outstanding,
and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the Stockholders
for the transaction of business except as otherwise provided by law or by the
certificate of incorporation.  If, however, such a majority shall not be
present or represented at any meeting of the Stockholders, the Stockholders
entitled to vote thereat present in person or by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until the requisite amount of voting stock shall be present.  At
such adjourned meeting at which the requisite amount of voting stock shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     SECTION 6. At each meeting of the Stockholders every Stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such Stockholder and bearing date not
more than three (3) years prior to said meeting, unless said instrument
provided for a longer period.  The vote for Directors, and, upon the demand of
any Stockholder, the vote upon any question before the meeting, shall be by
ballot. All elections shall be had and all questions decided by a plurality
vote, unless otherwise provided by law, by the Articles of Incorporation, as
amended, or by these By-Laws.

     SECTION 7. The Secretary shall make and certify a complete list of the
Stockholders entitled to vote at a Stockholders meeting or any adjournment
thereof.  The list shall:

      (a)  Be arranged alphabetically within each class and series, with
           the address of, and the number of shares held by, each Stockholder.

      (b)  Be produced at the time and place of the meeting.

      (c)  Be subject to inspection by any Stockholder during the whole
           time of the meeting.

      (d)  Be prima facie evidence as to who are the Stockholders
           entitled to examine the list or to vote at the meeting.

     SECTION 8. Special meetings of the Stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board or the President, and shall be called by the Chairman of the
Board, the President or Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of Stockholders owning a
majority in amount of the entire Capital Stock of the Corporation issued and
outstanding, and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.  Business transacted at any special meeting
of the Stockholders shall be confined to the purpose or purposes stated in the
notice thereof.

     SECTION 9. The Chairman of the Board or the President and Secretary of the
Corporation shall act as Chairman and Secretary, respectively, of all
Stockholders' meetings.  In the absence of the Chairman of the Board and
President, the Vice 


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President present who is first in the order of election shall act
as Chairman and in the absence of the Chairman of the Board, President and Vice
Presidents, the meeting shall elect any Stockholder present to act as the
Chairman.

     SECTION 10. The order of business at all Stockholders' meetings shall be
as follows:

     1.   Roll call.
     2.   Proof of proper notice of meeting.
     3.   Reading of minutes of previous meeting or meetings.
     4.   Report of officers.
     5.   Reports of committees.
     6.   Unfinished business.
     7.   New business.

     SECTION 11. Except as otherwise provided by law, at any annual meeting of
Stockholders only such business shall be conducted as shall have been properly
brought before the meeting.  In order to be properly brought before the
meeting, such business must have either been (a) specified in the written
notice of the meeting (or any supplement thereto) given to Stockholders of
record on the record date for such meeting by or at the direction of the Board
of Directors, (b) brought before the meeting at the direction of the Board of
Directors or the presiding officer of the meeting, or (c) specified in a
written notice, meeting all of the requirements specified below, given by or on
behalf of a Stockholder of record on the record date for such meeting entitled
to vote thereat or a duly authorized proxy for such Stockholder, provided that
such Stockholder continues to be a Stockholder of record at the time of such
meeting.  A notice referred to in clause (c) hereof must be delivered
personally, or mailed to and received at, the principal executive office of the
Corporation, addressed to the attention of the Secretary, not fewer than 90
calendar days nor more than 120 calendar days in advance of the date in the
then current year corresponding to the date the Corporation's Proxy Statement
was released to Stockholders in connection with the previous year's annual
meeting of Stockholders, except that if the date of the annual meeting has been
changed by more than 30 calendar days from any date contemplated at the time of
the previous year's proxy statement, the notice must be received by the time of
the previous year's proxy statement, the notice must be received by the
Corporation a reasonable time before such new date for the annual meeting of
Stockholders.  Such notice referred to in clause (c) hereof shall set forth (i)
a full description of each such item of business proposed to be brought before
the meeting, (ii) the name and address of the person proposing to bring
such business before the meeting and, if different, of the Stockholder on whose
behalf such business is to be brought before the meeting, (iii) the class and
number of shares held of record, held beneficially and represented by proxy by
such person as of the record date for the meeting (if such date has then been
made publicly available) and as of the date of such notice, (iv) if any item of
such business involves a nomination for director, all information regarding
each such nominee that would be required to be set forth in a definitive proxy
statement filed with the Securities 

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and Exchange Commission (the "SEC") pursuant to Section 14 of the
Securities Act of 1934, as amended (the "Exchange Act"), or any successor
thereto, and the written consent of each such nominee to serve if elected, and
(v) if so requested by the Corporation, all other information that would be
required to be filed with the SEC if, with respect to the business proposed to
be brought before the meeting, the person proposing such business was a
participant in a solicitation subject to Section 14 of the Exchange Act or any
successor thereto.  No business shall be brought before any annual meeting of
Stockholders of the Corporation otherwise than as provided in this Section.
Notwithstanding the foregoing provision, unless otherwise required by law, the
Board of Directors shall not be obligated to include information as to any
nominee for director in any proxy statement or other communication sent to
Stockholders.  The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that any proposed item of business was not
brought before the meeting in accordance with the foregoing procedures, and if
he or she should so determine, he or she shall so declare at the meeting and
the defective item of business shall be disregarded.


                                  ARTICLE III

                                   DIRECTORS

     SECTION 1. The business and affairs of the Corporation shall be managed
and controlled by a Board of not less than seven (7) nor more than twelve (12)
Directors, the exact number of which shall be fixed from time to time by
resolution of the Board of Directors, provided that the number of Directors
shall not be reduced so as to shorten the term of any Directors at the time in
office.  The Directors to be elected at each Annual Meeting of the Stockholders
shall be elected for a term of three years except as provided in this Section
and in Article IX of the Articles of Incorporation, and each Director elected
shall hold office until his successor is elected and qualified.  If at any time
the number of Directors shall be less than twelve (12) the Board of Directors
may, by majority vote at any meeting at which a quorum is present, increase the
number of Directors to any number not exceeding twelve (12).  The Board may at
any time fill vacancies in the Board arising from resignation, removal, death
or other incapacity or arising from an increase in the number of Directors by a
vote of a majority of the Directors then in office although less than a quorum
at a meeting called upon due notice.  Each Director chosen to fill a vacancy
and each Director chosen to fill a newly created directorship shall hold office
until the next election of Directors by the Stockholders at which time a
director to fill such vacancy or to fill such newly created directorship shall
be elected by the Stockholders for the unexpired term.  When the number of
Directors is changed, any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible.  A resignation from the Board
shall be deemed to take effect upon its receipt by the Corporation unless
otherwise specified therein.  This section shall be altered, amended or
repealed only by a vote of the Stockholders.

     SECTION 2. In addition to the powers and authority by these By-Laws
expressly conferred upon it, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or 



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by these By-Laws directed or required to be exercised or done by the
Stockholders.  The Directors may elect one of their members to be Chairman of
the Board.  The Chairman of the Board shall be the Chief Executive Officer of
the Corporation and shall have such additional duties and powers as may from
time to time be assigned to him by the Board of Directors or these By-Laws. 
The Chairman of the Board, or in his absence the President, shall preside at
all meetings of the Board of Directors.  In the absence of both, a temporary
chairman may be chosen by the Directors present at any such meeting.  The
Secretary of the Corporation shall act as Secretary at all meetings of the
Board of Directors but, in his absence, a temporary Secretary may be appointed
by the Chairman of the meeting.

     SECTION 3. At any meeting of the Stockholders called for the purpose, any
Director may, by the vote of the Stockholders entitled to cast a majority of
the votes, be removed from office for cause.  Any vacancy in the Board of
Directors created by such removal shall be filled in accordance with the
provisions of Section 1 of this Article III.  This Section shall be altered,
amended or repealed only by a vote of the Stockholders.

     SECTION 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to a threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal, other than an action by or in the right of the
Corporation, by reason of the fact that he or she is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise whether for profit or not, against expenses,
including attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
the action, suit, or proceeding, if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful.  The termination of an action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of



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nolo contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, and, with respect to a criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

     (b) The Corporation shall indemnify any person who was or is a party to or
is threatened to be made a party to a threatened, pending, or completed action
or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses, including actual
and reasonable attorneys' fees, and amounts paid in settlement incurred by the
person in connection with the action or suit, if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the Corporation or its shareholders.  However,
indemnification shall not be made for a claim, issue, or matter in which the
person has been found liable to the Corporation unless and only to the extent
that the court in which the action or suit was brought has determined upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, the person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.

     (c)  (1) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of an
action, suit, or proceeding referred to in subsections (a) or (b) of this
section, or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against expenses, including actual
and reasonable attorneys' fees, incurred by him or her in connection with the
action, suit, or proceeding and an action, suit, or proceeding brought to
enforce the mandatory indemnification provided in this subsection.

           (2)   Any indemnification under subsections (a) or (b) of this
      section, unless ordered by a court, shall be made by the Corporation only
      as authorized in the specific case upon a determination that
      indemnification of the director, officer, employee, or agent is proper in
      the circumstances because he or she has met the applicable standard of
      conduct set forth in subsections (a) or (b) of this section.  This
      determination shall be made in any of the following ways:

            (i)  By a majority vote of a quorum of the board
                 consisting of directors who were not parties to the action,
                 suit, or proceeding.
            (ii) If the quorum described in subdivision (i) is not
                 obtainable, then by a majority vote of a committee of
                 directors who are not parties to the action.  The committee
                 shall consist of not less than two (2) disinterested
                 directors.
           (iii) By independent legal counsel in a written opinion.
           (iv)  By the shareholders.

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           (3) If any person is entitled to indemnification under subsections
      (a) or (b) of this section for a portion of expenses, including
      attorneys' fees, judgments, penalties, fines, and amounts paid in
      settlement, but not for the total amount thereof, the Corporation shall
      indemnify the person for the portion of the expenses, judgments,
      penalties, fines, or amounts paid in settlement for which the person is
      entitled to be indemnified.

     (d) Expenses incurred in defending a civil or criminal action, suit, or
proceeding described in subsections (a) or (b) of this section may be paid by
the Corporation in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay the expenses if it is ultimately
determined that the person is not entitled to be indemnified by the
Corporation.  The undertaking shall be by unlimited general obligation of the
person on whose behalf advances are made but need not be secured.

     (e)  (1)  The indemnification or advancement or expenses provided under
subsections (a), (b), (c), and (d) of this section is not exclusive of other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the Articles of Incorporation, By-Laws, or a contractual
agreement.  However, the total amount of expenses advanced or indemnified from
all sources combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses.

           (2) The indemnification provided for in subsections (a), (b), (c),
      and (d) of this section continues as to a person who ceases to be a
      director, officer, employee, or agent and shall inure to the benefit of
      the heirs, executors, and administrators of the person.

     (f) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have power to indemnify him against such
liability under the provisions of these By-Laws.

     (g) For purposes of subsections (a), (b), (c), (d), (e) and (f) of this
section, "Corporation" may include constituent corporations absorbed in a
consolidation or merger and the resulting or surviving corporation, if so
determined by resolution of the Board of Directors, so that a person who is or
was a director, officer, employee, or agent of the constituent corporation or
is or was serving at the request of the constituent corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise whether for
profit or not shall stand in the same position under the provisions

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of this section with respect to the resulting or surviving corporation as the
person would if he or she had served the resulting or surviving corporation in
the same capacity.

     (h) For purposes of subsections (a), (b), (c), (d), (e) and (f) of this
section, "other enterprises" shall include employee benefit plans; "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and "serving at the request of the Corporation" shall include any
service as a director, officer, employee, or agent of the Corporation which
imposes duties on, or involves services by, the director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interests of the participants and
beneficiaries of an employee benefit plan shall be considered to have acted in
a manner "not opposed to the best interest of the Corporation or its
shareholders" as referred to in subsections (a) and (b) of this section.

     (i) This Section 4 providing for the indemnification and advancement of
expenses shall be considered as a contractual agreement between a director,
officer, employee or agent of the Corporation and the Corporation and any
repeal or modification of this section shall not adversely affect the rights
and protections of a person existing hereunder at the time of such repeal or
modification.



                                   ARTICLE IV

                             MEETINGS OF THE BOARD

     SECTION 1. The regular Annual Meeting of the Board of Directors of the
Corporation shall be held, without notice, at the same place at which the
Annual Meeting of Stockholders is held, unless some other place shall be
designated therefor, immediately following the adjournment of the regular
Annual Meeting of Stockholders.

     SECTION 2. Regular meetings of the Board may be held without notice at
such time and place (whether in the State or elsewhere) as shall from time to
time be determined by the Board.

     SECTION 3. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board or by the President on three (3) days' notice
to each Director either personally or by mail or by telegram; special meetings
shall be called by the Chairman of the Board or by the President or Secretary
in like manner and on like notice on the written request of two (2) Directors.
Special meetings may be held, without notice, upon waiver, which waiver may be
by telegram or other writing, or when all of the members of the Board are
present at such meeting.

     SECTION 4. At all meetings of the Board, a majority of the Directors shall
be necessary and sufficient to constitute a quorum for the transaction of
business, and the 

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act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors, except as
otherwise specifically provided by statute or by the certificate of
incorporation or by these By-Laws, and provided that if the number of Directors
shall consist of more than seven (7) members, less than a majority, but in no
event less than one-third (1/3) of the members, may constitute a quorum.

                                   ARTICLE V

                           COMPENSATION OF DIRECTORS

     SECTION 1. Directors shall receive reasonable compensation for their
services as directors in such form and amount as shall be determined by the
Board of Directors from time to time; provided, that nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.

     SECTION 2. Members of special or standing committees may be paid
reasonable compensation for attending committee meetings as determined by the
Board of Directors.

                                   ARTICLE VI

                                   COMMITTEES

     SECTION 1. The Board of Directors may by resolution or resolutions passed
by a majority of the whole Board designate an Executive Committee of three or
more Directors.  If provision be made for an Executive Committee, the members
thereof shall be elected by the Board of Directors to serve during the pleasure
of the Board.  The Board of Directors shall elect a Chairman of the Executive
Committee from its members, but such Chairman shall not be, as such, an officer
of the Corporation.  He shall have such authority and perform such duties as
may be assigned to him by the Board of Directors.  Except as herein otherwise
provided, the Executive committee shall, during the intervals between the
meetings of the Board of Directors, possess and may exercise all of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation.  The executive Committee shall keep full and fair records and
accounts of its proceedings and transactions.  All action by the Executive
Committee shall be reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to revision and alteration by the
Board of Directors; provided that no rights of third persons shall be
affected by any such revision or alteration.  Vacancies in the Executive
Committee shall be filled by the Board of Directors, but during the temporary
absence of a member of the Executive Committee, the remaining members of the
Executive Committee may appoint a member of the Board of Directors to act in
the place of such absent member.



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     SECTION 2. Subject to the provisions of these By-Laws, the Executive
Committee shall fix its own rules of procedure and shall meet as provided by
such rules or by resolution of the Board of Directors and it shall also meet at
the call of the Chairman of the Board or the President of the Corporation or of
any two members of the Committee.  Unless otherwise provided by such rules or
by such resolution, the provisions of Section 3 of Article IV relating to the
notice required to be given of meetings of the Board of Directors shall also
apply to meetings of the Executive Committee.  A majority of the Executive
Committee shall be necessary to constitute a quorum.  The Executive Committee
may act in writing, or by cable or by telegraph or by telephone, without a
meeting, but no such action of the Executive Committee shall be effective
unless concurred in by a majority of the entire Committee.

     SECTION 3. The Board of Directors may by resolution provide for such other
standing or special committees as it deems desirable and discontinue the same
at pleasure.  Each such committee shall have such powers and perform such
duties, not inconsistent with law, as may be assigned to it by the Board of
Directors.  If provision be made for any such committee, the members thereof
shall be appointed by the Board of Directors and shall serve during the
pleasure of the Board of Directors.  Vacancies in such committees shall be
filled by the Board of Directors.



                                  ARTICLE VII

                                    OFFICERS

     SECTION 1. The officers of the Corporation (who need not be Stockholders)
shall be chosen by the Directors and shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer.  The Board
may also choose Assistant Secretaries and Assistant Treasurers.  Any two
offices except those of President and Vice President may be held by the same
person at the same time.

     SECTION 2. The Board may appoint such other officers and agents as it
shall deem necessary, who shall hold office for such terms and shall exercise
such powers and duties as shall be determined from time to time by the Board.

     SECTION 3. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors and/or such committee or committees as
the Board of Directors may from time to time determine upon.

     SECTION 4. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.  If the office
of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the affirmative vote of a majority of the whole Board of Directors.



<PAGE>   11




     SECTION 5. The Chairman of the Board shall be the Chief Executive Officer
of the Corporation and, under the direction of the Board of Directors, shall
have general and active control of the business, finances and affairs of the
Corporation.  He shall preside at all meetings of the Stockholders and of the
Board of Directors at which he shall be present.  He may sign and execute, in
the name of the Corporation, all authorized deeds, mortgages, bonds, contracts
or other instruments, except in cases in which the signing and execution
thereof shall have been expressly delegated to some other officer or agent of
the Corporation.

     SECTION 6. The President shall be the Chief Operating Officer of the
Corporation and shall perform all of the duties of the Chairman of the Board in
the absence or disqualification of the Chairman of the Board.  The Vice
President who shall be first in the order of election shall, in the absence or
disqualification of the Chairman of the Board and the President, perform all
the duties of the Chairman of the Board.  In the event of the absence or
disqualification of the Chairman of the Board, the President and the Vice
President first in the order of election, the Vice President second in the
order of election shall perform all the duties of the Chairman of the Board.
In the event of the absence or disqualification of the Chairman of the Board,
the President and the Vice Presidents first and second in the order of
election, the Vice President third in the order of election shall perform all
the duties of the Chairman of the Board.

     SECTION 7. The Secretary shall keep the minutes of Stockholders' and
Directors' meetings and shall have the custody of the corporate Seal, all
records, papers, files and books of the Corporation, except the books of
account. He shall issue notices of all meetings required by the By-Laws and
shall affix the corporate seal to all instruments of the Corporation requiring
the same, and attest the same by his signature whenever such attestation shall
be required, and shall generally perform all the duties appertaining to the
office of Secretary of a corporation.

     SECTION 8. The Treasurer shall have the custody of and be responsible for
all funds and securities of the Corporation, which may come into his hands, and
shall keep regular, full and accurate accounts of all receipts and
disbursements, and shall render detailed reports of the same to the Board of
Directors at its regular meetings and at all other times when required by the
Board.  He shall deposit all moneys of the Corporation in such bank or banks as
shall be designated by the Board of Directors, and shall generally perform all
duties usually appertaining to the office of Treasurer of a corporation.

     SECTION 9. The Assistant Secretary shall possess all the powers and
perform all the duties of the Secretary in the absence or disability of
the latter and he shall at all times act as an assistant to the Secretary and
have such powers and perform such duties of the Secretary as shall be assigned
to him by the Stockholders, Board of Directors or the Secretary.  In case both
the Secretary and Assistant Secretary are at the same time absent or unable to
perform their duties, the Board of Directors may 

<PAGE>   12


appoint a Secretary Pro Tempore with powers and duties to act as
Secretary during the absence and disability of both Secretary and Assistant
Secretary.


     SECTION 10. The Assistant Treasurer shall possess all the powers and
perform all the duties of the Treasurer in the absence or disability of the
latter and he shall at all times act as an assistant to the Treasurer and have
such powers and perform such duties of the Treasurer as shall be assigned to
him by the Stockholders, the Board of Directors or the Treasurer.

     SECTION 11. The Chairman of the Board or the President and the Secretary
shall sign all deeds, mortgages, bills of sale, leases and other conveyances of
any interest in property and all general contracts, the execution of which has
been duly authorized by the Board of Directors or by the Stockholders;
provided, however, that the foregoing shall not be construed to prevent
ordinary purchases in the conduct of the business, which purchases may be made
by any other officers of the Corporation or by any other person or persons who
may be designated by the Board of Directors.

     SECTION 12. In case of the absence of any officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board may delegate
for the time being, the powers or duties, or any of them of such officer to any
other officer, or to any Director, provided a majority of the entire Board
concur therein.

     SECTION 13. The several officers of the Corporation are hereby empowered
and authorized to do and perform such other and further duties as from time to
time may be assigned to their respective offices by resolution of the Board of
Directors, including authority to sign certificates of stock, checks, drafts
and notes of the Corporation.

     SECTION 14. The Directors may by resolution require any and all officers
of the Corporation and any and all employees of the Corporation to give bond to
the Corporation with sufficient sureties conditioned upon the faithful
performance of the duties of their respective offices or employment.



                                  ARTICLE VIII

                                 CAPITAL STOCK

     SECTION 1. The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued.  They
shall exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board, the President or a Vice President, and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
and sealed with the seal of the Corporation; provided, that where such
certificate is signed (1) by a transfer agent or an assistant transfer agent,
or (2) by a transfer clerk acting on behalf of such corporation, and a
registrar, the signature of any such Chairman of the Board, President, Vice
President, 

<PAGE>   13


Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
and/or the seal of the Corporation may be a facsimile.  In case any officer or
officers, who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate or certificates, shall cease to be
such officer or officers of the Corporation, whether because of death,
resignation, or otherwise before such certificate or certificates shall have
been delivered by such corporation, such certificate or certificates may
nevertheless be adopted by such corporation and delivered as though the person
or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not ceased to be such
officer or officers of this Corporation. Such certificates shall be in such
form as shall not be inconsistent with the Articles of Incorporation of this
Corporation or the laws of the State of Michigan, and shall be prepared and
approved by the Board of Directors.

     SECTION 2. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by an attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.

     SECTION 3. The Board of Directors shall have power to fix in advance a
date, not exceeding sixty (60) and not less than ten (10) days preceding the
date of any meeting of Stockholders or the date for the payment of any
dividend, or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go in to effect, as a record
date for the determination of the Stockholders entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
and in such case only such Stockholders as shall be Stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.

     SECTION 4. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of
Michigan.

     SECTION 5. Any person claiming a certificate of stock to be lost or
destroyed, shall make an affidavit or affirmation of that fact and advertise
the same in such manner as the Board of Directors may require, and the
Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate, or his legal representative, to give the Corporation a
bond, in such sum as it may direct, to indemnify the Corporation against any
claim that may be made against it on account of the alleged loss of any such
certificate; a new certificate of the same tenor and for the same number of
shares as the one alleged to be lost or destroyed may be issued without
requiring any bond when, in the judgment of the Directors, it is proper so to
do.


<PAGE>   14






                                   ARTICLE IX

                       VOTING STOCK IN OTHER CORPORATIONS

     Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, the President or a Vice President shall have full power and authority,
in behalf of this Corporation, to attend and to act and to vote at any meetings
of Stockholders of any corporation in which this Corporation may hold stock and
at any such meeting shall possess and may exercise any and all the rights and
powers incident to the ownership of such stock and which, as the owner thereof,
the Corporation might have possessed and exercised if present.  The Board of
Directors, by resolution, from time to time, may confer like powers upon any
other person or persons.  The Chairman of the Board, the President or a Vice
President of the Corporation may authorize from time to time the signature and
issuance of proxies to vote upon shares of stock of other corporations standing
in the name of the Corporation.  All such proxies shall be signed in the name
of the Corporation by the Chairman of the Board, the President or Vice
President or such other officer authorized by the Board of Directors or the
Executive Committee.



                                   ARTICLE X

                                     CHECKS

     All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers, or such other person or persons, as the
Board of Directors or the Executive Committee may from time to time designate.



                                   ARTICLE XI

                                  FISCAL YEAR

     The fiscal year of the Corporation shall end on the thirty-first day of
December in each year.


                                  ARTICLE XII

                                   DIVIDENDS

<PAGE>   15


     Dividends upon the capital stock of the Corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock as
authorized by law.



                                  ARTICLE XIII

                  NOTICE OF INTENT TO FORECLOSE LIEN ON STOCK

     Whenever a debt is due to this Corporation from a Stockholder thereof, the
Secretary, upon being instructed so to do by the Board of Directors, shall give
written notice to such Stockholder that, unless said Stockholder shall pay his
indebtedness to said Corporation within thirty (30) days from the time of
giving such notice, then said Corporation will proceed to sell and transfer the
stock of such Stockholder in said Corporation in the same manner, and by the
same procedure as is provided by law for the sale of the stock of a subscriber
to capital stock who has not paid up his subscription.  Such notice shall be
served in the manner hereinafter provided for service of notices.



                                  ARTICLE XIV

                                     CALLS

     Notice of calls for payment of subscriptions to the capital stock of this
Corporation shall be in writing, and may be served in the same manner
hereinafter provided for service of notices.



                                   ARTICLE XV

                                    NOTICES

     SECTION 1. Whenever under the provisions of these By-Laws notice is
required to be given to any Director, Officer or Stockholder, it shall
not be construed to mean personal notice, but such notice, unless otherwise
provided by these By-Laws or by the General Corporation Code, may be given in
writing, by mail, by depositing the same in the post office or letter box in a
postpaid sealed wrapper, addressed to such Stockholder, Officer or Director at
his address as it appears on the records of the Corporation.


<PAGE>   16

     SECTION 2. Any stockholders, Director or Officer may waive any notice
required to be given under these By-Laws.



                                  ARTICLE XVI

                                      SEAL

     The Board of Directors shall provide a suitable seal, containing the name
of the Corporation.  The seal shall be in charge of the Secretary.  If deemed
advisable by the Board of Directors, duplicate seals may be provided and kept
for the necessary purposes of the Corporation.



                                  ARTICLE XVII

                                   AMENDMENTS

     Except as otherwise provided in the Articles of Incorporation, these
By-Laws may be altered, amended or repealed by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, at
any regular or at any special meeting of the Stockholders if notice of the
proposed alteration, amendment or repeal be contained in the notice of such
special meeting, or by the affirmative vote of a majority of the Board of
Directors at any regular or special meeting; provided, however, that such of
the respective sections of the By-Laws, if any, or amendments thereto, as are
adopted by the Stockholders, may be altered, amended or repealed by the
Stockholders, only if any such section respectively by its express terms so
provided.  This section shall be altered, amended or repealed only by a vote of
the Stockholders.


                                 ARTICLE XVIII

                           CONTROL SHARE ACQUISITIONS

     SECTION 1. This Article is adopted under Section 799 of the Michigan
Business Corporation Act, and the terms used in this Article shall have the
meanings specified in Section 799.


<PAGE>   17

     SECTION 2. Control shares acquired in a control share acquisition, with
respect to which no acquiring person statement has been filed with the
Corporation, may, at any time during the period ending 60 days after the last
acquisition of control shares or the power to direct the exercise of voting
power of control shares by the acquiring person, be redeemed by the Corporation
at the fair value of the shares.

     SECTION 3. After an acquiring person statement has been filed and after
the meeting at which the voting rights of the control shares acquired in a
control share acquisition are submitted to the Stockholders, the shares may be
redeemed by the Corporation at the fair value of the shares unless the shares
are accorded full voting rights by the Stockholders as provided in Section 798
of the Michigan Business Corporation Act.

     SECTION 4. An election to redeem shares by the Corporation under Section 2
or 3 of this Article shall be made only by vote of the Board of Directors.
Written notice of the election shall be sent to the acquiring person within
seven days after the election is made.  The determination of the Board of
Directors as to fair value shall be conclusive.  Payment shall be made for the
control shares subject to redemption within 30 days after the election is made
at a date and place selected by the Board of Directors.  The Board of Directors
may adopt additional procedures to accomplish a redemption.