<PAGE>
                                                                     Exhibit 3.2


                                  MAPICS, INC.

                                     BYLAWS






                 As amended and restated as of November 3, 1999


















                                                    Adopted as of March 26, 1998




<PAGE>


                                  MAPICS, INC.

                                     BYLAWS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE I - OFFICES AND AGENT                                                                               1

        Section 1.1               Registered Office and Agent                                               1
        Section 1.2               Other Offices                                                             1

ARTICLE II - SHAREHOLDERS' MEETINGS                                                                         1

        Section 2.1               Place of Meetings                                                         1
        Section 2.2               Annual Meetings                                                           1
        Section 2.3               Special Meetings                                                          1
        Section 2.4               Notice of Meetings                                                        1
        Section 2.5               Voting Group                                                              3
        Section 2.6               Quorum                                                                    3
        Section 2.7               Vote Required for Action                                                  3
        Section 2.8               Voting of Shares                                                          3
        Section 2.9               Proxies                                                                   4
        Section 2.10              Presiding Officer                                                         4
        Section 2.11              Adjournments                                                              4
        Section 2.12              Action of Shareholders Without a Meeting                                  4
        Section 2.13              Inspectors                                                                5

ARTICLE III - THE BOARD OF DIRECTORS                                                                        5

        Section 3.1               General Powers                                                            5
        Section 3.2               Number, Election and Term of Office                                       5
        Section 3.3               Removal                                                                   6
        Section 3.4               Vacancies                                                                 6
        Section 3.5               Compensation                                                              7

ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS                                                             7

        Section 4.1               Regular Meetings                                                          7
        Section 4.2               Special Meetings                                                          7
        Section 4.3               Place of Meetings                                                         7
        Section 4.4               Notice of Meetings                                                        7
        Section 4.5               Quorum                                                                    7
</TABLE>

                                      (i)



<PAGE>

                          TABLE OF CONTENTS (continued)
<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
        <S>                                                                                              <C>
        Section 4.6               Vote Required for Action                                                  8
        Section 4.7               Participation by Conference Telephone                                     8
        Section 4.8               Action by Directors Without a Meeting                                     8
        Section 4.9               Adjournments                                                              8
        Section 4.10              Committees of the Board of Directors                                      9

ARTICLE V - MANNER OF NOTICE AND WAIVER AS TO
                                  SHAREHOLDERS AND DIRECTORS                                                9

        Section 5.1               Procedure                                                                 9
        Section 5.2               Waiver                                                                   10

ARTICLE VI - OFFICERS                                                                                      10

        Section 6.1               Number                                                                   10
        Section 6.2               Appointment and Term                                                     10
        Section 6.3               Compensation                                                             11
        Section 6.4               Chairman of the Board of Directors                                       11
        Section 6.5               President                                                                11
        Section 6.6               Vice Presidents                                                          11
        Section 6.7               Secretary                                                                11
        Section 6.8               Treasurer                                                                11
        Section 6.9               Bonds                                                                    12

ARTICLE VII - DISTRIBUTIONS AND SHARE DIVIDENDS                                                            12

        Section 7.1               Authorization or Declaration                                             12
        Section 7.2               Record Date With Regard to Distributions
                                      and Share Dividends                                                  12

ARTICLE VIII - SHARES                                                                                      12

        Section 8.1               Authorization and Issuance of Shares                                     12
        Section 8.2               Share Certificates                                                       12
        Section 8.3               Rights of Corporation With Respect
                                       to Registered Owners                                                12
        Section 8.4               Transfers of Shares                                                      13
        Section 8.5               Duty of Corporation to Register Transfer                                 13
        Section 8.6               Lost, Stolen or Destroyed Certificates                                   13
        Section 8.7               Fixing of Record Date With Regard to
                                       Shareholder Action                                                  13
</TABLE>

                                      (ii)


<PAGE>


                          TABLE OF CONTENTS (continued)

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE IX - INDEMNIFICATION                                                                               14

        Section 9.1               Definitions                                                              14
        Section 9.2               Basic Indemnification Arrangement                                        15
        Section 9.3               Advances for Expenses                                                    16
        Section 9.4               Court-Ordered Indemnification and
                                       Advances for Expenses                                               16
        Section 9.5               Determination and Authorization of Indemnification                       17
        Section 9.6               Indemnification of Employees and Agents                                  18
        Section 9.7               Shareholder Approved Indemnification                                     18
        Section 9.8               Insurance                                                                19
        Section 9.9               Witness Fees                                                             19
        Section 9.10              Report to Shareholders                                                   19
        Section 9.11              Amendments; Severability                                                 19

ARTICLE X - MISCELLANEOUS                                                                                  20

        Section 10.1              Inspection of Books and Records                                          20
        Section 10.2              Fiscal Year                                                              20
        Section 10.3              Corporate Seal                                                           20
        Section 10.4              Annual Financial Statements                                              20
        Section 10.5              Conflict With Articles of Incorporation                                  20

ARTICLE XI - AMENDMENTS                                                                                    20

        Section 11.1              Power to Amend Bylaws                                                    20

ARTICLE XII - CERTAIN PROVISIONS OF GEORGIA LAW                                                            21

        Section 12.1              Fair Price Requirements                                                  21
        Section 12.2              Business Combinations                                                    21
</TABLE>

                                     (iii)



<PAGE>

                                    ARTICLE I

                                OFFICES AND AGENT

          Section 1.1 Registered Office and Agent. The corporation shall
                      ---------------------------
maintain a registered office in the State of Georgia and shall have a registered
agent whose business office is identical to the registered office.

          Section 1.2 Other Offices. In addition to its registered office, the
                      -------------
corporation may have offices at any other place or places, within or without the
State of Georgia, as the Board of Directors may from time to time select or as
the business of the corporation may require or make desirable.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

          Section 2.1 Place of Meetings. Meetings of shareholders may be held at
                      -----------------
any place within or without the State of Georgia, as set forth in the notice
thereof or, in the event of a meeting held pursuant to waiver of notice, as set
forth in the waiver, or, if no place is so specified, at the principal office of
the corporation.

          Section 2.2 Annual Meetings. The annual meeting of shareholders shall
                      ---------------
be held on a day to be determined by the Board of Directors for the purpose of
electing directors and transacting any and all business that may properly come
before the meeting. If an annual meeting of shareholders is not held as provided
in this Section 2.2, any business, including the election of directors, that
might properly have been acted upon at such annual meeting may be acted upon at
a special meeting in lieu of the annual meeting held pursuant to these bylaws or
held pursuant to a court order.

          Section 2.3 Special Meetings. Special meetings of shareholders or a
                      ----------------
special meeting in lieu of the annual meeting of shareholders may be called at
any time by (a) the Board of Directors, (b) the Chairman of the Board of
Directors or the President or (c) the holders of 40% of the votes entitled to be
cast on any issue proposed to be considered at such special meeting following
delivery by such holders to the corporation's Secretary of a signed and dated
written request setting forth the purpose or purposes of such special meeting.

          Section 2.4 Notice of Meetings. Unless waived as contemplated in
                      ------------------
Section 5.2, a notice of each meeting of shareholders stating the date, time and
place of the meeting shall be given not less than 10 days nor more than 60 days
before the date thereof, by or at the direction of the Chairman of the Board of
Directors, the President, the Secretary or the officer or persons calling the
meeting, to each shareholder entitled to vote at that meeting. In the case of an
annual meeting, the notice need not state the purpose or purposes of the meeting
unless the articles of incorporation or the Georgia Business Corporation Code
(the

                                        1

<PAGE>

"Code") requires otherwise. In the case of a special meeting, including a
special meeting in lieu of an annual meeting, the notice of meeting shall state
the purpose or purposes for which the meeting is called.

          Section 2.5 Voting Group. Voting group means all shares of one or more
                      ------------
classes or series that are entitled to vote and be counted together collectively
on a matter at a meeting of shareholders. All shares entitled to vote generally
on the matter are for that purpose a single voting group.

          Section 2.6 Quorum. With respect to shares entitled to vote as a
                      ------
separate voting group on a matter at a meeting of shareholders, the presence, in
person or by proxy, of a majority of the votes entitled to be cast on the matter
by the voting group shall constitute a quorum of that voting group for action on
that matter unless the articles of incorporation or the Code provides otherwise.
Once a share is represented for any purpose at a meeting, other than solely to
object to holding the meeting or to transacting business at the meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of the meeting unless a new record date is or must be set for the
adjourned meeting pursuant to Section 8.7 of these bylaws.

          Section 2.7 Vote Required for Action. If a quorum exists, action on a
                      ------------------------
matter (other than the election of directors) by a voting group is adopted if it
is approved by the vote of the holders of a majority of the shares of such
voting group present in person or by proxy unless the articles of incorporation,
provisions of these bylaws validly adopted by the shareholders or the Code
requires a greater number of affirmative votes. If the articles of incorporation
or the Code provides for voting by two or more voting groups on a matter, action
on that matter is taken only when voted upon by each of those voting groups
counted separately. Action may be taken by one voting group on a matter even
though no action is taken by another voting group entitled to vote on the
matter. With regard to the election of directors, unless otherwise provided in
the articles of incorporation, if a quorum exists, action on the election of
directors is taken by the affirmative vote of the holders of a majority of the
shares represented in person or by proxy at the meeting and entitled to vote in
the election.

          Section 2.8 Voting of Shares. Unless the articles of incorporation or
                      ----------------
the Code provides otherwise, each outstanding share having voting rights shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Voting on all matters shall be by voice vote or by show of hands
unless any qualified voter, prior to the voting on any matter, demands vote by
ballot, in which case each ballot shall state the name of the shareholder voting
and the number of shares voted by him or her, and if the ballot be cast by
proxy, it shall also state the name of the proxy.

          Section 2.9 Proxies. A shareholder entitled to vote pursuant to
                      -------
Section 2.8 may vote in person or by proxy. A shareholder or his or her agent or
attorney-in-fact may appoint a proxy to vote on behalf of the shareholder by
signing an appointment form or by an electronic transmission that is suitable
for the retention, retrieval and reproduction of

                                        2

<PAGE>

information by the recipient. An electronic transmission must contain or be
accompanied by information from which it can be determined that the shareholder,
the shareholder's agent or the shareholder's attorney-in-fact authorized the
electronic transmission. An appointment of proxy is effective when a signed
appointment form or electronic transmission of the appointment is received by
the inspector of election or the officers or agent of the corporation authorized
to tabulate votes. An appointment of proxy shall be valid for only one meeting
to be specified therein, and any adjournments of such meeting, but shall not be
valid for more than eleven months unless expressly provided therein. If the
validity of any appointment of proxy is questioned, it must be submitted for
examination to the inspector of election or other officer or agent of the
corporation authorized to tabulate votes, who shall determine the validity or
invalidity of any appointment of proxy submitted, and reference by the secretary
in the minutes of the meeting to the regularity of an appointment of proxy shall
be received as prima facie evidence of the facts stated for the purpose of
establishing the presence of a quorum at the meeting and for all other purposes.

          Section 2.10 Presiding Officer. The Chairman of the Board of Directors
                       -----------------
shall serve as the chairman of every meeting of shareholders unless another
person is elected by the shareholders to serve as chairman at the meeting. The
chairman shall appoint any persons he or she deems required to assist with the
meeting.

          Section 2.11 Adjournments. Whether or not a quorum is present to
                       ------------
organize a meeting, any meeting of shareholders (including an adjourned meeting)
may be adjourned by the holders of a majority of the voting shares represented
at the meeting to reconvene at a specific time and place, but no later than 120
days after the date fixed for the original meeting unless the requirements of
the Code concerning the selection of a new record date have been met. At any
reconvened meeting within that time period, any business may be transacted that
could have been transacted at the meeting that was adjourned. If notice of the
adjourned meeting was properly given, it shall not be necessary to give any
notice of the reconvened meeting or of the business to be transacted, if the
date, time and place of the reconvened meeting are announced at the meeting that
was adjourned and before adjournment; provided, however, that if a new record
date is or must be fixed, notice of the reconvened meeting must be given to
persons who are shareholders as of the new record date.

          Section 2.12 Action of Shareholders Without a Meeting. Action required
                       ----------------------------------------
or permitted to be taken at a meeting of shareholders may be taken without a
meeting if the action is taken by all shareholders entitled to vote on the
action. The action must be evidenced by one or more written consents describing
the action taken, signed by all shareholders and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.

          Section 2.13 Inspectors. The corporation shall appoint one or more
                       ----------
inspectors to act at a meeting of shareholders and to make a written report of
the inspectors' determinations. Each inspector shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of the inspector's ability. The

                                        3

<PAGE>

inspectors shall: ascertain the number of shares outstanding and the voting
power of each; determine the shares represented at a meeting; determine the
validity of proxies and ballots; count all votes; and determine the result. An
inspector may be an officer or employee of the corporation.

                                        4

<PAGE>

                                   ARTICLE III

                             THE BOARD OF DIRECTORS

          Section 3.1 General Powers. All corporate powers shall be exercised by
                      --------------
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the Board of Directors. In addition to the
powers and authority expressly conferred upon it by these bylaws, the Board of
Directors may exercise all powers of the corporation and do all lawful acts and
things that are not by law, by any legal agreement among shareholders, by the
articles of incorporation or by these bylaws directed or required to be
exercised or done by the shareholders.

          Section 3.2 Number, Election and Term of Office. The number of
                      -----------------------------------
directors of the corporation shall not be less than three nor more than eleven,
the precise number to be fixed by resolution of the shareholders or of the Board
of Directors from time to time. The directors shall be divided into three
classes, each consisting, as nearly equal in number as possible, of one-third of
the total number of directors constituting the entire Board of Directors. At the
first election of directors of the corporation, the first class of directors
(Class I) shall be elected for a term expiring at the third next annual meeting
of shareholders and upon the election and qualification of their respective
successors, the second class of directors (Class III) shall be elected for a
term expiring at the second next annual meeting of shareholders and upon the
election and qualification of their respective successors, and the third class
of directors (Class II) shall be elected for a term expiring at the next
following annual meeting of shareholders and upon the election and qualification
of their respective successors. At each succeeding annual meeting of
shareholders, successors to the class of directors whose term expires at the
annual meeting of shareholders shall be elected for a three-year term. Except as
provided in Section 3.4, a director shall be elected by the affirmative vote of
the holders of a plurality of the shares represented at the meeting of
shareholders at which the director stands for election and entitled to elect
such director.

          The number of directors may be increased or decreased from time to
time as provided herein or by amendment to these bylaws and the articles of
incorporation of the corporation; provided, however, that the total number of
directors at any time shall not be less than three; and provided further, that
no decrease in the number of directors shall have the effect of shortening the
term of an incumbent director. In the event that preferred stock of the
corporation is issued and authorizes the election of one or more directors by
the holders of such preferred stock, the number of directors may be increased in
accordance with the terms of the preferred stock. In the event of any increase
or decrease in the authorized number of directors, each director then serving
shall continue as a director of the class of which he is a member until the
expiration of his current term, or his earlier resignation, retirement,
disqualification, removal from office or death, and the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal as possible; provided, however, that
any such additional directors elected by the Board shall serve only for a term
expiring at the next meeting of the shareholders called for

                                        5

<PAGE>

the purpose of electing directors. Each director shall serve until his successor
is elected and qualified or until his earlier resignation, retirement,
disqualification, removal from office, or death.

          Section 3.3 Removal. The entire Board of Directors or any individual
                      -------
director may be removed from office but only for cause and only by the
affirmative vote of the holders of at least 80% of all classes of stock of the
corporation entitled to vote in the election of such director or directors,
considered for purposes of this Section as one class. For purposes of this
Section, "cause" shall mean only (a) conviction of a felony, (b) declaration of
unsound mind by order of a court, (c) gross dereliction of duty, (d) commission
of an action involving moral turpitude or (e) commission of an action which
constitutes intentional misconduct or a knowing violation of law, if such action
in either event results both in an improper substantial personal benefit and a
material injury to the corporation. Notwithstanding the foregoing, in the event
that preferred stock of the corporation is issued and authorizes the election of
one or more directors by the holders of such preferred stock, any individual
director elected by the holders of such preferred stock may be removed only by
the holders of the outstanding shares of such preferred stock in accordance with
the terms of the preferred stock as provided therein. Removal action may be
taken at any shareholders' meeting with respect to which notice of such purpose
has been given.

          Section 3.4 Vacancies. Any vacancies on the Board of Directors for any
                      ---------
reason, including vacancies resulting from an increase in the number of
directors, may be filled only by the Board of Directors, acting by the
affirmative vote of a majority of the total number of directors then remaining
in office, though they constitute fewer than a quorum of the Board of Directors.
Notwithstanding the foregoing, (a) in the event that a vacant office was held by
a director elected by holders of preferred stock of the corporation who are
entitled to elect such director pursuant to the terms of such preferred stock,
only the remaining directors elected by the holders of such preferred stock, or
in the absence of any such directors, the holders of such preferred stock, shall
be entitled to fill such vacancy in accordance with the terms of the preferred
stock as provided therein and (b) any vacancy on the Board of Directors
resulting from the removal of a director by shareholder action may be filled by
the shareholders at their annual meeting or at a special meeting the notice or
waiver of notice of which specifies such action as an item of business for such
meeting. Any director appointed to fill a vacancy shall be elected for the
unexpired term of the predecessor in office and until the successor is elected
and qualified, except that when a directorship is to be filled by reason of an
increase in the number of directors, the term of such director shall expire at
the next election of directors by the shareholders and upon the election and
qualification of the successor.

          Section 3.5 Compensation. Unless the articles of incorporation provide
                      ------------
otherwise, the Board of Directors may determine from time to time the
compensation, if any, directors may receive for their services as directors. A
director may also serve the corporation in a capacity other than that of
director and receive compensation, as determined by the Board of Directors, for
services rendered in such other capacity.

                                        6

<PAGE>

                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 4.1 Regular Meetings. Regular meetings of the Board of
                      ----------------
Directors shall be held immediately after the annual meeting of shareholders or
a special meeting in lieu of the annual meeting. In addition, the Board of
Directors may schedule other meetings to occur at regular intervals throughout
the year.

          Section 4.2 Special Meetings. Special meetings of the Board of
                      ----------------
Directors may be called by or at the request of the Chairman of the Board of
Directors or the President or by any two directors in office at that time.

          Section 4.3 Place of Meetings. Directors may hold their meetings at
                      -----------------
any place within or without the State of Georgia as the Board of Directors may
from time to time establish for regular meetings or as set forth in the notice
of a special meeting or, in the event of a meeting held pursuant to waiver of
notice, as set forth in the waiver.

          Section 4.4 Notice of Meetings. No notice shall be required for any
                      ------------------
regularly scheduled meeting of the directors. Unless waived as contemplated in
Section 5.2, each director shall be given at least one day's notice (as set
forth in Section 5.1) of each special meeting stating the date, time and place
of the meeting.

          Section 4.5 Quorum. Unless a greater number is required by the
                      ------
articles of incorporation, these bylaws or the Code, or unless otherwise
specifically provided in the Code, a quorum of the Board of Directors consists
of a majority of the total number of directors that has been prescribed by
resolution of the shareholders or of the Board of Directors pursuant to Section
3.2.

          Section 4.6 Vote Required for Action.
                      ------------------------

          (a) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors unless
the Code, the articles of incorporation or these bylaws require the vote of a
greater number of directors.

          (b) A director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless:

               (i) he or she objects at the beginning of the meeting (or
     promptly upon his or her arrival) to holding it or transacting business at
     the meeting;

               (ii) his or her dissent or abstention from the action taken is
     entered in the minutes of the meeting; or

                                        7

<PAGE>

               (iii) he or she delivers written notice of his or her dissent or
     abstention to the presiding officer of the meeting before its adjournment
     or to the corporation immediately after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

          Section 4.7  Participation by Conference Telephone. Any or all
                       -------------------------------------
directors may participate in a meeting of the Board of Directors or of a
committee of the Board of Directors through the use of any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.

          Section 4.8  Action by Directors Without a Meeting. Unless the
                       -------------------------------------
articles of incorporation or these bylaws provide otherwise, any action required
or permitted to be taken at any meeting of the Board of Directors, or any action
that may be taken at a meeting of a committee of the Board of Directors, may be
taken without a meeting if the action is taken by all the members of the Board
of Directors (or of the committee, as the case may be). The action must be
evidenced by one or more written consents describing the action taken, signed by
each director (or each director serving on the committee, as the case may be),
and delivered to the corporation for inclusion in the minutes or filing with the
corporate records.

          Section 4.9  Adjournments. Whether or not a quorum is present to
                       ------------
organize a meeting, any meeting of directors (including an adjourned meeting)
may be adjourned by a majority of the directors present to reconvene at a
specific time and place. At any reconvened meeting, any business may be
transacted that could have been transacted at the meeting that was adjourned. If
notice of the adjourned meeting was properly given, it shall not be necessary to
give any notice of the reconvened meeting or of the business to be transacted,
if the date, time and place of the reconvened meeting are announced at the
meeting that was adjourned.

          Section 4.10 Committees of the Board of Directors. The Board of
                       ------------------------------------
Directors by resolution may designate from among its members one or more
committees, each consisting of one or more directors all of whom serve at the
pleasure of the Board of Directors. Except as limited by the Code, each
committee shall have the authority set forth in the resolution establishing the
committee. The provisions of this Article Four as to the Board of Directors and
its deliberations shall be applicable to any committee of the Board of
Directors.

                                    ARTICLE V

          MANNER OF NOTICE AND WAIVER AS TO SHAREHOLDERS AND DIRECTORS

          Section 5.1 Procedure. Whenever these bylaws require notice to be
                      ---------
given to any shareholder or director, the notice shall be given in accordance
with this Section 5.1. Notice under these bylaws shall be in writing unless oral
notice is reasonable under the

                                        8

<PAGE>

circumstances. Any notice to directors may be written or oral. Notice may be
communicated in person; by telephone, facsimile, telegraph, teletype or other
form of wire or wireless communication; or by mail or private carrier. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published, or by radio,
television or other form of public broadcast communication. Written notice to
the shareholders, if in a comprehensible form, is effective when mailed, if
mailed with first-class postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of shareholders.
Except as otherwise provided in this Section 5.1, written notice, if in a
comprehensible form, is effective at the earliest of the following:

          (a) if communicated in person or by means other than the mail, when
received or when delivered, properly addressed, to the addressee's last known
principal place of business or residence;

          (b) three days after its deposit in the mail, as evidenced by the
postmark, if mailed with first-class postage prepaid and correctly addressed; or

          (c) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee.

Oral notice is effective when communicated if communicated in a comprehensible
manner.

          In calculating time periods for notice, when a period of time measured
in days, weeks, months, years or other measurement of time is prescribed for the
exercise of any privilege or the discharge of any duty, the first day shall not
be counted but the last day shall be counted.

          Section 5.2 Waiver.
                      -----

          (a) A shareholder may waive any notice before or after the date and
time stated in the notice. Except as provided in subsection 5.2(b), the waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with the
corporate records.

          (b) A shareholder's attendance at a meeting (i) waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting; and (ii) 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.

          (c) Unless required by the Code, neither the business transacted nor
the purpose of the meeting need be specified in the waiver.

                                        9

<PAGE>

          (d) A director may waive any notice before or after the date and time
stated in the notice. Except as provided in subsection 5.2(e), the waiver must
be in writing, signed by the director entitled to the notice, and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.

          (e) A director's attendance at or participation in a meeting waives
any required notice to him or her of the meeting unless the director at the
beginning of the meeting (or promptly upon his or her 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.

                                   ARTICLE VI

                                    OFFICERS

          Section 6.1 Number. The officers of the corporation shall consist of a
                      ------
Chairman of the Board of Directors, a President, a Secretary and a Treasurer and
any other officers as may be appointed by the Board of Directors or appointed by
a duly appointed officer pursuant to this Article Six. The Board of Directors
shall from time to time create and establish the duties of the other officers.
Any two or more offices may be held by the same person.

          Section 6.2 Appointment and Term. All officers shall be appointed by
                      --------------------
the Board of Directors or by a duly appointed officer pursuant to this Article
Six and shall serve at the pleasure of the Board of Directors or the appointing
officers, as the case may be. All officers, however appointed, may be removed
with or without cause by the Board of Directors and any officer appointed by
another officer may also be removed by the appointing officer with or without
cause.

          Section 6.3 Compensation. The compensation of all officers of the
                      ------------
corporation appointed by the Board of Directors shall be fixed by the Board of
Directors.

          Section 6.4 Chairman of the Board of Directors. The Chairman of the
                      ----------------------------------
Board of Directors shall preside at all meetings of the Board of Directors and
shall preside at all meetings of shareholders.

          Section 6.5 President. The President shall be the chief executive
                      ---------
officer of the corporation and shall have general supervision of the business of
the corporation. The President shall (a) in the absence or the disability of the
Chairman of the Board of Directors, preside at all meetings of shareholders, and
(b) see that all orders and resolutions of the Board of Directors are carried
into effect. The President shall perform such other duties as may from time to
time be delegated by the Board of Directors.

          Section 6.6 Vice Presidents. In the absence or disability of the
                      ---------------
President, or at the direction of the President, the Vice President, if any,
shall perform the duties and exercise the powers of the President. If the
corporation has more than one Vice President,

                                       10

<PAGE>


the one designated by the Board of Directors shall act in lieu of the President.
Vice Presidents shall perform whatever duties and have whatever powers the Board
of Directors may from time to time assign.

              Section 6.7 Secretary. The Secretary shall be responsible for
                          ---------
preparing minutes of the acts and proceedings of all meetings of the
shareholders and of the Board of Directors and any committees thereof. The
Secretary shall have authority to give all notices required by the Code or other
applicable law or these bylaws. The Secretary shall be responsible for the
custody of the corporate books, records, contracts and other documents. The
Secretary may affix the corporate seal to any lawfully executed documents and
shall sign any instruments as may require his or her signature. The Secretary
shall authenticate records of the corporation. The Secretary shall perform
whatever additional duties and have whatever additional powers the Board of
Directors may from time to time assign. In the absence or disability of the
Secretary or at the direction of the President, any assistant secretary may
perform the duties and exercise the powers of the Secretary.

              Section 6.8 Treasurer. The Treasurer shall be responsible for the
                          ---------
custody of all funds and securities belonging to the corporation and for the
receipt, deposit or disbursement of funds and securities under the direction of
the Board of Directors. The Treasurer shall cause to be maintained full and true
accounts of all receipts and disbursements and shall make reports of the same to
the Board of Directors and the President upon request. The Treasurer shall
perform all duties as may be assigned to him or her from time to time by the
Board of Directors.

              Section 6.9 Bonds. The Board of Directors by resolution may
                          -----
require any or all of the officers, agents or employees of the corporation to
give bonds to the corporation, with sufficient surety or sureties, conditioned
on the faithful performance of the duties of their respective offices or
positions, and to comply with any other conditions as from time to time may be
required by the Board of Directors.

                                   ARTICLE VII

                        DISTRIBUTIONS AND SHARE DIVIDENDS

              Section 7.1 Authorization or Declaration. Unless the articles of
                          ----------------------------
incorporation provide otherwise, the Board of Directors from time to time in its
discretion may authorize or declare distributions or share dividends in
accordance with the Code.

              Section 7.2 Record Date With Regard to Distributions and Share
                          --------------------------------------------------
Dividends. For the purpose of determining shareholders entitled to a
---------
distribution (other than one involving a purchase, redemption or other
reacquisition of the corporation's shares) or a share dividend, the Board of
Directors may fix a date as the record date. If no record date is fixed by the
Board of Directors, the record date shall be determined in accordance with the
provisions of the Code.

                                       11

<PAGE>

                                  ARTICLE VIII

                                     SHARES

              Section 8.1 Authorization and Issuance of Shares. In accordance
                          ------------------------------------
with the Code, the Board of Directors may authorize shares of any class or
series provided for in the articles of incorporation to be issued for any
consideration valid under the provisions of the Code. To the extent provided in
the articles of incorporation, the Board of Directors shall determine the
preferences, limitations and relative rights of the shares.

              Section 8.2 Share Certificates. The interest of each shareholder
                          ------------------
in the corporation shall be evidenced by a certificate or certificates
representing shares of the corporation which shall be in such form as the Board
of Directors from time to time may adopt. Share certificates shall be numbered
consecutively, shall be in registered form, shall indicate the date of issuance,
the name of the corporation and that it is organized under the laws of the State
of Georgia, the name of the shareholder, and the number and class of shares and
the designation of the series, if any, represented by the certificate. Each
certificate shall be signed by any one of the Chairman of the Board of
Directors, the President, a Vice President, the Secretary or the Treasurer. The
corporate seal need not be affixed.

              Section 8.3 Rights of Corporation With Respect to Registered
                          -------------------------------------------------
Owners. Prior to due presentation for transfer of registration of its shares,
------
the corporation may treat the registered owner of the shares as the person
exclusively entitled to vote the shares, to receive any share dividend or
distribution with respect to the shares, and for all other purposes; and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in the shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

              Section 8.4 Transfers of Shares. Transfers of shares shall be made
                          -------------------
upon the transfer books of the corporation, kept at the office of the transfer
agent designated to transfer the shares, only upon direction of the person named
in the certificate, or by an attorney lawfully constituted in writing; and
before a new certificate is issued, the old certificate shall be surrendered for
cancellation or, in the case of a certificate alleged to have been lost, stolen
or destroyed, the requirements of Section 8.6 of these bylaws shall have been
met.

              Section 8.5 Duty of Corporation to Register Transfer.
                          ----------------------------------------
Notwithstanding any of the provisions of Section 8.4 of these bylaws, the
corporation is under a duty to register the transfer of its shares only if:

              (a)   the certificate is endorsed by the appropriate person or
 persons;

                                       12

<PAGE>


              (b)   reasonable assurance is given that the endorsement or
affidavit is genuine and effective;

              (c)   the corporation either has no duty to inquire into adverse
claims or has discharged that duty;

              (d)   the requirements of any applicable law relating to the
collection of taxes have been met; and

              (e)   the transfer in fact is rightful or is to a bona fide
purchaser.

              Section 8.6 Lost, Stolen or Destroyed Certificates. Any person
                          --------------------------------------
claiming a share certificate to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in the manner required by the Board of
Directors and, if the Board of Directors requires, shall give the corporation a
bond of indemnity in form and amount, and with one or more sureties satisfactory
to the Board of Directors, as the Board of Directors may require, whereupon an
appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen or destroyed.

              Section 8.7 Fixing of Record Date With Regard to Shareholder
                          ------------------------------------------------
Action. For the purpose of determining shareholders entitled to notice of a
------
shareholders' meeting, to demand a special meeting, to vote or to take any other
action, the Board of Directors may fix a future date as the record date, which
date shall be not more than 60 days prior to the date on which the particular
action requiring a determination of shareholders is to be taken. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting. If no record date
is fixed by the Board of Directors, the record date shall be determined in
accordance with the provisions of the Code.

                                   ARTICLE IX

                                 INDEMNIFICATION

              Section 9.1 Definitions.  As used in this Article, the term:
                          -----------

                  (a)    "Corporation" includes any domestic or foreign
predecessor entity of the corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

                  (b)    "Director" or "officer" means an individual who is or
was a director or board-appointed officer, respectively, of the corporation or
who, while a director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan or other entity. A director or officer is
considered

                                       13

<PAGE>


to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director or officer to
the plan or to participants in or beneficiaries of the plan. "Director" or
"officer" includes, unless the context otherwise requires, the estate or
personal representative of a director or officer.

                  (c) "Disinterested director" or "disinterested officer" means
a director or officer, respectively, who at the time of a vote or selection
referred to in subsection 9.5(b), 9.5(c) or 9.7(a) is not:

                      (i)      a party to the proceeding; or

                      (ii)     an individual having a familial, financial,
         professional or employment relationship with the person whose
         indemnification or advance for expenses is the subject of the decision
         being made with respect to the proceeding, which relationship would, in
         the circumstances, reasonably be expected to exert an influence on the
         director's or officer's judgment when voting on the decision being
         made.

                  (d) "Expenses" includes counsel fees.

                  (e) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan) or reasonable expenses incurred with respect to a
proceeding.

                  (f) "Official capacity" means:

                      (i)      when used with respect to a director, the office
of director in the corporation; and

                      (ii)     when used with respect to an officer, the office
in the corporation held by the officer.

Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.

                  (g) "Party"  includes an individual who was, is, or is
threatened to be made a named  defendant or respondent in a proceeding.

                  (h) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative and whether formal or informal.

              Section 9.2  Basic Indemnification Arrangement.
                           ---------------------------------

                                       14

<PAGE>

                  (a) Except as provided in subsection 9.2(d), the corporation
shall indemnify an individual who is a party to a proceeding because he or she
is or was a director or officer against liability incurred in the proceeding if:

                           (i)      such individual conducted himself or herself
                           in good faith; and

                           (ii)     such individual reasonably believed:

                                    (A)     in the case of conduct in his or her
                           official  capacity,  that such conduct was in the
                           best interests of the corporation;

                                    (B)     in all other  cases,  that such
                           conduct was at least not opposed to the best
                           interests of the corporation; and

                                    (C)     in the case of any criminal
                           proceeding, that the individual had no reasonable
                           cause to believe such conduct was unlawful.

                  (b)      A director's or officer's conduct with respect to an
employee benefit plan for a purpose he or she believed in good faith to be in
the interests of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of subsection 9.2(a)(ii)(B).

                  (c)      The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director or officer did not meet the
standard of conduct described in subsection 9.2(a).

                  (d)      The corporation may not indemnify a director or
officer under this Article:

                           (i) in connection with a proceeding by or in the
         right of the corporation, except for reasonable expenses incurred in
         connection with the proceeding if it is determined that the director or
         officer has met the relevant standard of conduct under subsection
         9.2(a); or

                           (ii) in connection with any proceeding with respect
         to conduct for which he or she was adjudged liable on the basis that
         personal benefit was improperly received by him or her, whether or not
         involving action in his or her official capacity.

              Section 9.3  Advances for Expenses.
                           ---------------------

                  (a)      The corporation shall, before final disposition of a
proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director or

                                       15

<PAGE>

officer who is a party to a proceeding because he or she is a director or
officer if he or she delivers to the corporation:

                   (i)  a written affirmation of his or her good faith belief
     that he or she has met the relevant standard of conduct described in
     subsection 9.2(a) or that the proceeding involves conduct for which such
     person's liability has been eliminated under the corporation's articles of
     incorporation; and

                   (ii) his or her written undertaking to repay any funds
     advanced if it is ultimately determined that the director or officer is not
     entitled to indemnification under this Article or the Code.

               (b) The undertaking required by subsection 9.3(a)(ii) must be an
unlimited general obligation of the director or officer but need not be secured
and may be accepted without reference to the financial ability of the director
or officer to make repayment.

          Section 9.4 Court-Ordered Indemnification and Advances for Expenses.
                      -------------------------------------------------------

               (a) A director or officer who is a party to a proceeding because
he or she is a director or officer may apply for indemnification or advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. Pursuant to Section 14-2-854 of the Code, after receipt of an
application and after giving any notice it considers necessary, the court shall:

                   (i)  order indemnification or advance for expenses if it
     determines that the director or officer is entitled to indemnification; or

                   (ii) order indemnification or advance for expenses if it
     determines, in view of all the relevant circumstances, that it is fair and
     reasonable to indemnify the director or officer, or to advance expenses to
     the director or officer, even if the director or officer has not met the
     relevant standard of conduct, failed to comply with the requirements for
     advance of expenses, or was adjudged liable in a proceeding referred to in
     subsection 9.2(d), but if the director or officer was adjudged so liable,
     the indemnification shall be limited to reasonable expenses incurred in
     connection with the proceeding.

               (b) If the court determines that the director or officer is
entitled to indemnification or advance for expenses, it may also order the
corporation to pay the director's or officer's reasonable expenses to obtain
court-ordered indemnification or advance for expenses.

          Section 9.5  Determination and Authorization of Indemnification.
                       --------------------------------------------------

                                       16

<PAGE>

               (a) The corporation acknowledges that indemnification of a
director or officer under Section 9.2 has been pre-authorized by the corporation
as permitted by Section 14-2-859(a) of the Code. Nevertheless, the corporation
shall not indemnify a director or officer under Section 9.2 unless a
determination has been made for the specific proceeding that indemnification of
the director or officer is permissible in the circumstances because he or she
has met the relevant standard of conduct set forth in subsection 9.2(a);
provided, however, that regardless of the result or absence of any such
determination, the corporation shall indemnify a director or officer who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he or she was a party because he or she was a director or officer of
the corporation against reasonable expenses incurred by the director or officer
in connection with the proceeding.

               (b) The determination referred to in subsection 9.5(a) shall be
made:

                   (i)   by the Board of Directors by majority vote of a quorum
     consisting of disinterested directors or (2) if such a quorum cannot be
     obtained, by majority vote of a committee duly designated by the Board of
     Directors (in which designation directors who do not qualify as
     disinterested directors may participate) consisting solely of two or more
     disinterested directors;

                   (ii)  by special legal counsel:

                         (A)  selected in the manner prescribed in paragraph
                   (i) of this subsection 9.5(b); or

                         (B)  if a quorum cannot be obtained under paragraph
                   (i)(1) of subsection 9.5(b) and a committee cannot be
                   designated under paragraph (i)(2) thereof, selected by
                   majority vote of the full Board of Directors (in which
                   selection directors who do not qualify as disinterested
                   directors may participate); or; or

                   (iii) by the shareholders, but shares owned by or voted under
     the control of a director or officer who at the time does not qualify as a
     disinterested director or disinterested officer may not be voted on the
     determination.

               (c) As acknowledged above, the corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a determination
for a specific proceeding that the director or officer met the relevant standard
of conduct under subsection 9.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer for a
specific proceeding shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 9.5(b), except that
if there are fewer than two disinterested directors or if the determination is
made by special legal

                                       17

<PAGE>

counsel, evaluation as to reasonableness of expenses shall be made by those
entitled under subsection 9.5(b)(ii)(B) to select special legal counsel.

               Section 9.6 Indemnification of Employees and Agents. The
                           ---------------------------------------
corporation may indemnify and advance expenses under this Article to an employee
or agent of the corporation who is not a director or officer to the extent,
consistent with public policy, that such indemnification and advances may be
provided to a director or officer.

               Section 9.7  Shareholder Approved Indemnification.
                            ------------------------------------

               (a) If authorized by the articles of incorporation or a bylaw,
contract or resolution approved or ratified by shareholders of the corporation
by a majority of the votes entitled to be cast, the corporation may indemnify or
obligate itself to indemnify a director or officer made a party to a proceeding,
including a proceeding brought by or in the right of the corporation, without
regard to the limitations in other sections of this Article, but shares owned or
voted under the control of a director or officer who at the time of such
authorization does not qualify as a disinterested director or disinterested
officer with respect to any existing or threatened proceeding that would be
covered by the authorization may not be voted on the authorization.

               (b) The corporation shall not indemnify a director or officer
under this Section 9.7 for any liability incurred in a proceeding in which the
director or officer is adjudged liable to the corporation or is subjected to
injunctive relief in favor of the corporation:

                   (i)   for any appropriation, in violation of his or her
     duties, of any business opportunity of the corporation;

                   (ii)  for acts or omissions which involve intentional
     misconduct or a knowing violation of law;

                   (iii) for the types of liability set forth in Section
     14-2-832 of the Code; or

                   (iv)  for any transaction from which he or she received an
     improper personal benefit.

               (c) Where approved or authorized in the manner described in
subsection 9.7(a), the corporation may advance or reimburse expenses incurred in
advance of final disposition of the proceeding only if:

                   (i)   the director or officer furnishes the corporation a
     written affirmation of his or her good faith belief that his or her conduct
     does not constitute behavior of the kind described in subsection 9.7(b);
     and

                                       18

<PAGE>


                   (ii) the director or officer furnishes the corporation a
     written undertaking, executed personally or on his or her behalf, to repay
     any advances if it is ultimately determined that he or she is not entitled
     to indemnification under this Article.

               Section 9.8  Insurance. The corporation may purchase and maintain
                            ---------
insurance on behalf of an individual who is a director, officer, employee or
agent of the corporation or who, while a director, officer, employee or agent of
the corporation, serves at the corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan or other entity against
liability asserted against or incurred by him or her in that capacity or arising
from his or her status as a director, officer, employee or agent, whether or not
the corporation would have power to indemnify or advance expenses to him or her
against the same liability under this Article or the Code.

               Section 9.9  Witness Fees. Nothing in this Article shall limit
                            ------------
the corporation's power to pay or reimburse expenses incurred by a director or
officer in connection with his or her appearance as a witness in a proceeding at
a time when he or she is not a party.

               Section 9.10 Report to Shareholders. To the extent and in the
                            ----------------------
manner required by the Code from time to time, if the corporation indemnifies or
advances expenses to a director or officer in connection with a proceeding by or
in the right of the corporation, the corporation shall report the
indemnification or advance to the shareholders.

               Section 9.11 Amendments; Severability. No amendment, modification
                            ------------------------
or rescission of this Article Nine, or any provision hereof, the effect of which
would diminish the rights to indemnification or advancement of expenses as set
forth herein shall be effective as to any person with respect to any action
taken or omitted by such person prior to such amendment, modification or
rescission. In the event that any of the provisions of this Article (including
any provision within a single section, subsection, division or sentence) is held
by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions of this Article shall remain enforceable
to the fullest extent permitted by law.

                                    ARTICLE X

                                  MISCELLANEOUS

               Section 10.1 Inspection of Books and Records. The Board of
                            -------------------------------
Directors shall have the power to determine which accounts, books and records of
the corporation shall be opened to the inspection of the shareholders, except
those as may by law specifically be made open to inspection, and shall have the
power to fix reasonable rules and regulations not in conflict with the
applicable law for the inspection of accounts, books and records which by law or
by determination of the Board of Directors shall be open to inspection. Without
the prior approval of the Board of Directors in their discretion, the right of

                                       19

<PAGE>

inspection set forth in Section 14-2-1602(c) of the Code shall not be available
to any shareholder owning 0.25% or less of the shares outstanding.

               Section 10.2 Fiscal Year. The Board of Directors is authorized to
                            -----------
fix the fiscal year of the corporation and to change the same from time to time
as it deems appropriate.

               Section 10.3 Corporate Seal. If the Board of Directors determines
                            --------------
that there should be a corporate seal for the corporation, it shall be in the
form as the Board of Directors may from time to time determine.

               Section 10.4 Annual Financial Statements. In accordance with the
                            ---------------------------
Code, the corporation shall prepare and provide to the shareholders such
financial statements as may be required by the Code.

               Section 10.5 Conflict With Articles of Incorporation. In the
                            ---------------------------------------
event that any provision of these bylaws conflicts with any provision of the
articles of incorporation, the articles of incorporation shall govern.

                                   ARTICLE XI

                                   AMENDMENTS

               Section 11.1 Power to Amend Bylaws. The bylaws may be altered,
                            ---------------------
amended or repealed, and new bylaws may be adopted, by (a) the affirmative vote
of the holders of a majority of the voting power of all the shares of capital
stock of the corporation then entitled to vote generally in the election of
directors, voting together as a single class, or (b) the Board of Directors of
the corporation, but any bylaws adopted by the Board of Directors may be
altered, amended or repealed, or new bylaws may be adopted, by the affirmative
vote of the holders of a majority of the voting power of all of the shares of
capital stock of the corporation then entitled to vote generally in the election
of directors, voting together as a single class. The shareholders may prescribe,
by so expressing in the action they take in amending or adopting any bylaw or
bylaws that the bylaw or bylaws so amended or adopted by them shall not be
altered, amended or repealed by the Board of Directors.

                                   ARTICLE XII

                        CERTAIN PROVISIONS OF GEORGIA LAW

               Section 12.1 Fair Price Requirements. All of the requirements of
                            -----------------------
Article 11, Part 2, of the Code, included in Sections 14-2-1110 through 1113
(and any successor provisions thereto), shall be applicable to the corporation
in connection with any business combination, as defined therein, with any
interested shareholder, as defined therein.

               Section 12.2 Business Combinations. All of the requirements of
                            ---------------------
Article 11, Part 3, of the Code, included in Sections 14-2-1131 through 1133
(and any successor

                                       20

<PAGE>

provisions thereto), shall be applicable to the corporation in connection with
any business combination, as defined therein, with any interested shareholder,
as defined therein.

                                       21