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                                 EXHIBIT 3.02
 
                                     BYLAWS

                                       OF

                           LAW COMPANIES GROUP, INC.

                             A GEORGIA CORPORATION



                               AS AMENDED THROUGH
                                 OCTOBER, 1996
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                                  ARTICLE ONE

                                    OFFICES

1.1    The Corporation shall maintain a registered office and shall appoint a
       registered agent at such office.  The registered office of the
       corporation and the registered agent of the corporation at such office
       may be changed from time to time by the Board of Directors in the manner
       specified by law.

1.2    The Corporation may have offices at such place or places (within or
       without the State of Georgia) as the Board of Directors may from time to
       time appoint or the business of the Corporation may require or make
       desirable.


                                  ARTICLE TWO
                                        
                             SHAREHOLDERS' MEETINGS
                                        
2.1    All meetings of the shareholders shall be held at the principal offices
       of the Company, or at such place as may be fixed from time to time by the
       Board of Directors.

2.2    An annual meeting of the shareholders shall be held on the last Thursday
       of March in each year at 4:30 P.M. at the principal office of the Company
       or at such place and time as may be fixed from time to time by the Board
       of Directors.  At such meeting, or at a substitute annual meeting of
       shareholders or at a special meeting of shareholders, the shareholders
       shall elect by a plurality vote a Board of Directors and transact such
       other business as may properly be brought before the meeting.  Unless a
       shareholder so demands, the election of directors need not be by written
       ballot.

2.3    Special meetings of the shareholders, for any purpose or purposes, unless
       otherwise prescribed by statute or the Articles of Incorporation, may be
       called by the Chairman of the Board or the President, and shall be called
       by the Chairman of the Board or the President or the Secretary when so
       directed by the Board of Directors, or at the request in writing of any
       four or more directors, or at the request in writing of shareholders
       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.

2.4    Except as otherwise required by statute or the Articles of Incorporation,
       written notice of each meeting of the shareholders, whether annual or
       special, shall be served, either personally or by mail, upon each
       shareholder of record entitled to vote at such meeting, not less than
       ten, nor more than fifty days, before such meeting.  If mailed, such
       notice shall be directed to a shareholder at his post office address last
       shown on the records of the corporation.  Notice of any special meeting
       of shareholders shall state the purpose or purposes for which the meeting
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       is called.  Notice of any meeting of shareholders shall not be required
       to be given to any shareholder who, in person or by his attorney
       thereunto authorized, either before or after such meeting, shall waive
       such notice.  Attendance of a shareholder at a meeting, either in person
       or by proxy, shall of itself constitute waiver of notice and waiver of
       any and all objections to the place of the meeting, the time of the
       meeting, and to the manner in which it has been called or convened,
       except when a shareholder attends a meeting solely for the purpose of
       stating, at the beginning of the meeting, any such objection or
       objections to the transactions of business.  The notice of any adjourned
       meeting need not be given otherwise than by announcement at the meeting
       at which the adjournment is taken.

2.5    The holders of a majority of the stock issued and outstanding and
       entitled to vote, present in person or represented in proxy, shall be
       requisite and shall constitute a quorum at all meetings of the
       shareholders for the transaction of business, except as otherwise
       provided by law, by the Articles of Incorporation or by these Bylaws.
       If. however, such majority shall not be present or represented at any
       meeting of the shareholders, the shareholders 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 a quorum shall be present in person or by
       proxy, any business may be transacted that might have been transacted at
       the meeting as originally called.

2.6    At every meeting of the shareholders, including (but without limitation
       of the generality of the foregoing language) meetings of shareholders for
       the election of directors, any shareholder having the right to vote shall
       be entitled to vote in person or by proxy, but no proxy shall be voted
       after eleven months from its date unless said proxy provides for a longer
       period.  Each shareholder shall have one vote for each share of stock
       having voting power, registered in his name on the books of the
       corporation.  If a quorum is present, the affirmative vote of the
       majority of the shares represented at the meeting and entitled to vote on
       the subject matter shall be the act of the shareholders, except as
       otherwise provided by law, by the Articles of Incorporation or by these
       Bylaws.

2.7    Whenever the vote of shareholders at a meeting thereof is required or
       permitted to be taken in connection with any corporate action, the
       meeting and vote of the shareholders may be dispensed with, if all of the
       shareholders who would have been entitled to vote upon the action if such
       meeting were held shall consent in writing to such corporate action being
       taken.

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                                ARTICLE  THREE

                                   DIRECTORS
                                        
3.1    Except as may be otherwise provided by any legal agreement among
       shareholders, the property, business and affairs of the corporation shall
       be managed by its Board of Directors.  In addition to the powers and
       authority by these Bylaws expressly conferred upon it, the Board of
       Directors may exercise all such powers of the corporation and do all such
       lawful acts and things as 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.

3.2    The Board of Directors shall consist of not less than six nor more than
       thirteen members, the precise number to be fixed by resolution of the
       shareholders from time to time.  Each director (whether elected at an
       annual meeting of shareholders or otherwise) shall hold office until the
       annual meeting of shareholders held next after his election and until a
       qualified successor shall be elected, or until his earlier death,
       resignation, incapacity to serve or removal.  Directors need not be
       shareholders.  Outside directors shall not be considered to be employees
       even though they are compensated for their services.  Outside directors
       may be compensated as determined from time to time by resolution of the
       Board of Directors.  No person shall serve as a director until he reaches
       the age of 25 or after he reaches the age of 75.

3.3    If any vacancy shall occur among the directors by reason of death,
       resignation, incapacity to serve, increase in the authorized number of
       directors, or otherwise, the remaining directors shall continue to act,
       and such vacancies may be filled, for the unexpired term, by a majority
       vote of the directors then in office, though less than a quorum, and, if
       not theretofor filled by action of the directors, may be filled by the
       shareholders at any meeting held during the existence of such vacancy.  A
       director may resign at any time and acceptance of his resignation shall
       not be necessary to make it effective.  Such resignation shall take
       effect at the time stated.

3.4    The Board of Directors may hold its meetings at such place or places
       (within or without the State of Georgia) as it may from time to time
       determine.

3.5    Directors who are also employees of the corporation shall not be allowed
       compensation for attendance at regular or special meetings of the Board
       of Directors and of any special or standing committees thereof.

3.6    Action by Consent.  Any action required or permitted to be taken at a
       meeting of the Board of Directors or of any committee thereof may be
       taken without a meeting if written consent setting forth the action so
       taken, shall be signed by all the Directors, or all the members of the
       committee, as the case may be, and be filed with the minutes of the

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       proceedings of the Board of Directors or such committee.  Such consent
       shall have the same force and effect as a unanimous vote.

3.7    Action by Telephone Conference Call.  Members of the Board of Directors,
       or any committee designated by the Board of Directors, may participate in
       a meeting of the Board or such committee by means of conference telephone
       or similar communications equipment by means of which all persons
       participating in the meeting can hear each other and participation in a
       meeting pursuant to this section shall constitute presence in person at
       such meeting.


                                  ARTICLE FOUR
                                        
                                   COMMITTEES
                                        
4.1(a) The Board of Directors, by resolution adopted by a majority of the entire
       Board, may designate an Executive Committee of no fewer than three nor
       more than seven directors, and shall designate a chairman.  The Executive
       Committee shall include the Chairman of the Board and the President, if
       the President is a director, and such other directors as may be selected
       by majority vote of the Board of Directors.

4.1(b) The Board shall have power at any time to remove any member of the
       Executive Committee, with or without cause, and to fill vacancies in and
       to dissolve the Executive Committee.

4.1(c) Each member of the Executive Committee shall hold office until the first
       meeting of the Board of Directors after the annual meeting of
       shareholders next following his election and until his successor member
       of the Executive Committee is elected, or until his death, resignation or
       removal, or until he shall cease to be a director.

4.1(d) During the intervals between the meetings of the Board of Directors, the
       Executive Committee may exercise all of the powers of the Board of
       Directors in the management of property, business, and affairs of the
       corporation, including all powers herein or in the Articles of
       Incorporation specifically granted to the Board of Directors, and may
       authorize the seal of the corporation to be affixed to all papers which
       may require it; provided, however, that the Executive Committee shall not
       have authority as to the following matters:

       (1)  The voluntary dissolution of the corporation or a revocation of any
            such voluntary dissolution;

       (2)  The merger or consolidation of the corporation;

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       (3)  The sale, lease or exchange of all or substantially all of the
            property of the corporation;

       (4)  The recommendation to the shareholders of any amendment to the
            Articles of Incorporation;

       (5)  The removal of Directors or the filling of vacancies in the Board;

       (6)  The designation of any committee of Directors or the filling of any
            vacancies in any such committee;

       (7)  The fixing of compensation of the Directors for serving on the Board
            or any committee of Directors;

       (8)  The amendment or repeal of the Bylaws, or the adopting of new
            Bylaws;

       (9)  The amendment or repeal of any resolution of the Board which by its
            terms shall not be so amendable or repealable;

       (10) The declaration or authorization of the payment of any dividend in
            cash, property or stock.

4.1(e) The Executive Committee shall meet from time to time on call of the
       Chairman of the Board or the President or of any two or more members of
       the Executive Committee.  Meetings of the Executive Committee may be held
       at such place or places within or without the State of Georgia, as the
       Executive Committee shall determine or as may be specified or fixed in
       the respective notices or waivers of such meetings.  The Executive
       Committee may fix its own rules of procedure including provision for
       notice of its meetings.  It shall keep a record of its proceedings and
       shall report these proceedings to the Board of Directors at the meeting
       thereof held next after they have been taken, and all such proceedings
       shall be subject to revision or alteration by the Board of Directors,
       except where action shall have been taken by the corporation or third
       parties have relied upon such proceedings before such revision or
       alteration.

4.1(f) The Executive Committee shall act by majority vote of its members.

4.1(g) The Board of Directors, by resolution adopted in accordance with
       paragraph (a) of this section, may designate one or more directors as
       alternate members of any such committee, who may act in the place and
       stead of any absent member or members at any meeting of such committee.

4.2(a) The Board of Directors, by resolution adopted by a majority of the entire
       Board, may designate one or more additional committees, each committee to
       consist of three or more of the directors of the corporation, which shall

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       have such name or names and shall have and may exercise such powers as
       delegated to it by the Board of Directors in the management of the
       property, business, and affairs of the corporation, except the powers
       denied to the Executive Committee by the Bylaws of the corporation.

4.2(b) The Chairman of the Board and the President shall be ex-officio members
       of such committees.

4.2(c) The Board of Directors shall have power at any time to remove any member
       of any Board committee, with or without cause, and to fill vacancies in
       and to dissolve any such committee.


                                  ARTICLE FIVE
                                        
                       MEETINGS OF THE BOARD OF DIRECTORS
                                        
5.1    The Board of Directors shall hold four regular meetings each year.

5.2    Regular meetings of the Board of Directors may be held without notice at
       such time and place (within or without the State of Georgia) as shall
       from time to time be determined by the Board of Directors.

5.3    Special meetings of the Board of Directors may be called by the Chairman
       of the Board or the President on not less than two days notice by mail,
       telegram, cablegram or personal delivery to each director and shall be
       called by the Chairman of the Board, the President or the Secretary in
       like manner and on like notice on the written request of any four or more
       directors.  Any such special meeting shall be held at such time and place
       (within or without the State of Georgia) as shall be stated in the notice
       of the meeting.

5.4    Notice of any special meeting of the Board of Directors shall state the
       purposes thereof.

5.5    At all meetings of the Board of Directors, the presence of a majority of
       the authorized number of directors shall be necessary and sufficient to
       constitute a quorum for the transaction of business.  The 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 may be
       otherwise specifically provided by law, by the Articles of Incorporation
       or by these Bylaws.  In the absence of a quorum, a majority of the
       directors present at any meeting may adjourn the meeting from time to
       time until a quorum be present.  Notice of any adjourned meeting need
       only be given by announcement at the meeting at which the adjournment is
       taken.

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5.6    Any action required or permitted to be taken at any meeting of the Board
       of Directors or of any committee thereof may be taken without a meeting
       if, prior to such action, a written consent thereto is signed by all
       members of the Board or of such committee, as the case may be, and such
       written consent is filed with minutes of the proceedings of the Board or
       committee.

5.7    Directors may not vote by proxy at a meeting of the Board, and each
       director shall have one vote on each question.


                                  ARTICLE SIX
                                        
                                    OFFICERS
                                        
6.1    The Board of Directors at its first meeting after each annual meeting of
       shareholders shall elect by a majority vote a Chairman of the Board, a
       President, a Secretary and a Treasurer.  The Board at its first such
       meeting shall also designate by a majority vote a Chief Executive
       Officer.  The Chief Executive Officer shall be either the Chairman of the
       Board or the President.  The Executive Committee or any member of the
       Board may from time to time nominate to the Board of Directors other
       officers including one or more Executive Vice Presidents, one or more
       Senior Vice Presidents, one or more Vice Presidents, one or more
       Assistant Vice Presidents, one or more Assistant Treasurers, and one or
       more Assistant Secretaries and such other officers as the Executive
       Committee or members of the Board shall deem necessary.  The Board of
       Directors shall elect any or all of such other officers from nominations
       made by the Executive Committee and such other officers shall hold their
       offices for such terms as shall be determined by the Board of Directors
       and shall exercise such powers and perform such duties as shall be
       determined from time to time by the Board of Directors.  Officers may be
       elected and any vacancies may be filled by election at any meeting of the
       Board.

6.2    Any person may hold any two or more offices, except that no person may
       hold both the offices of President and Secretary.  No officer need be a
       shareholder.

6.3    The total compensation of all the officers of the corporation shall be
       fixed by the Board of Directors.  The Board may delegate to a committee
       of directors the power to fix or approve the total compensation of
       officers.  No person who is also a director shall vote as a director or
       member of a committee in the determination of the amount of compensation
       payable to him.

6.4    Each officer of the corporation shall hold office until his successor is
       chosen or until his earlier resignation, death or removal, or the
       termination of his office.  Notwithstanding any powers or authority given
       to the Executive Committee, the Chairman of the Board, the Chief
       Executive Officer, the President, the Secretary and the Treasurer may be
       removed only by the Board of Directors.  Any other officer may be removed

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       by the Board or by the Executive Committee.  Any such removal by the
       Board or by the Executive Committee may be with or without cause.  An
       officer may resign at any time and acceptance of the resignation shall
       not be necessary to make it effective.  Such resignation shall take
       effect at the time stated.

                             CHAIRMAN OF THE BOARD
                                        
6.5    The Board shall elect a Chairman of the Board by a majority vote from
       their members at the first board meeting subsequent to the annual meeting
       of shareholders.  He shall call all regular meetings of the Board and
       shareholders and shall preside at such meetings and perform such other
       duties as these Bylaws or the Board may prescribe.  He shall be ex-
       officio a member of all Board committees.  The Board of Directors at any
       time and from time to time may elect by a majority vote an Acting
       Chairman or a Temporary Chairman of the Board.  The Acting Chairman or
       Temporary Chairman shall have the powers and perform the duties of the
       Chairman while acting in that capacity.

                     DUTIES OF THE CHIEF EXECUTIVE OFFICER
                                        
6.6(a) The Chief Executive Officer shall have general and active supervision and
       control of the property, business and affairs of the corporation.

6.6(b) Without limiting the generality of the foregoing, the Chief Executive
       Officer shall:

       (1)  Have authority to designate, appoint, and remove, with or without
            cause, any agent or employee of the Corporation, but he shall have
            no authority to appoint or remove any director or any officer
            elected by the Board of Directors;

       (2)  See that all resolutions, orders and directives of the Board are
            carried into effect;

       (3)  Be an ex-officio member of all committees of the Board;

       (4)  Keep the Board and any committees of the Board fully informed as to
            the affairs of the corporation and shall freely consult them
            concerning the affairs of the corporation;

       (5)  Have authority to sign, execute and deliver, with any other
            appropriate officer, corporate instruments of conveyance,
            instruments of indebtedness and obligation (including bonds), and
            contracts and other instruments and documents which may be
            authorized by the Board, except in cases where the signing,
            execution, or delivery thereof shall have been delegated by these
            Bylaws or by the Board to some other officer or agent of the
            corporation, or shall be required by law otherwise to be signed,
            executed or delivered; and

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       (6)  Perform all duties incident to the office of the Chief Executive
            Officer as are specifically imposed upon him by law and such other
            duties as the Board may prescribe from time to time.

                            DUTIES OF THE PRESIDENT
                                        
6.7(a) The President shall be the chief operating officer of the corporation.
       In the event of the death or disability of the Chairman of the Board or
       when specifically authorized by the Board of Directors, the President
       shall have the powers and perform the duties of the Chairman of the Board
       and the Chief Executive Officer.

6.7(b) Without limiting the generality of the foregoing, the President shall:

       (1)  Direct, administer and coordinate the activities of the Corporation
            in accordance with policies, goals, and objectives established by
            the Chief Executive Officer and the Board of Directors, and assist
            the Chief Executive Officer in the development of cooperate policies
            and goals that cover Company operations, personnel, financial
            performance and growth;

       (2)  Direct corporate operations to achieve budgeted profit results and
            other financial criteria;

       (3)  Direct the development and preparation of short-term plans and
            budgets based upon the broad corporate goals and growth objectives
            and recommends their adoption to the Chief Executive Officer and
            Board of Directors;

       (4)  Develop and maintain a sound plan of Corporate organization and
            establish policies to insure adequate management development and to
            provide for capable management successions;

       (5)  Direct the development and installation of corporate procedures and
            controls to maintain communication and adequate flow of information
            and to maintain adequate management control and direction of the
            enterprise;

       (6)  Develop and establish corporate operating policies consistent with
            the Chief Executive Officer's broad policies and objectives and
            ensure the adequate execution thereof;

       (7)  Appraise and evaluate the results of overall operations regularly
            and systematically and report these results to the Chief Executive
            Officer and Board of Directors;

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       (8)  Direct the development and establishment of adequate and equitable
            personnel policies, salary administration policies, and employee
            benefit plans throughout the Corporation;

       (9)  Assume other special activities and responsibilities from time to
            time as directed by the Chief Executive Officer; and

       (10) Perform all duties incident to the office of President as are
            specifically imposed upon him by law and such other duties the Board
            may prescribe from time to time.

                                VICE PRESIDENTS
                                        
6.8(a) The Vice Presidents shall perform such duties as are generally performed
       by vice presidents.  The Vice Presidents shall perform such other duties
       and exercise such other powers as the Board of Directors or the President
       shall request or delegate.  The Assistant Vice Presidents shall have such
       powers, and shall perform such duties, as may be prescribed from time to
       time by the Board of Directors or the President.

6.8(b) In the absence of the President, or in the event of his death or
       inability to act, the powers, duties and functions of his office shall be
       temporarily performed and exercised by the Chairman of the Board if the
       office is filled.  Otherwise one or more of the Vice Presidents as
       prescribed or directed by the Board shall assume such powers, duties and
       functions and when acting in such capacity the Chairman or the Vice
       President shall be subject to all restrictions upon the President.

                                   SECRETARY
                                        
6.9(a) The Secretary shall attend all sessions of the Board of Directors and all
       meetings of the shareholders and record all votes and the minutes of all
       proceedings in books to be kept for that purpose and shall perform like
       duties for the Board committee when required.  He shall give, or cause to
       be given, any notice required to be given, or cause to be given, any
       notice required to be given of any meetings of the shareholders and of
       the Board of Directors, and shall perform such other duties as may be
       prescribed by the Board of Directors or the President.  The Assistant
       Secretary or Assistant Secretaries shall, in the absence or disability of
       the Secretary, or at his request, perform his duties and exercise his
       powers and authority.

6.9(b) He shall assure that minutes of all Board, committee or shareholders
       meetings shall be reported as outlined above and submitted in final form
       to the proper parties not less than fifteen days after meetings of the
       Board, committees or shareholders.

6.9(c) He shall maintain custody of the seal of the corporation and see that
       it is affixed to all corporate documents required to be executed under
       seal.

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6.9(d) He shall have custody of the general records and documents of the
       corporation other than those required to be kept in the custody of the
       Treasurer and/or the Controller, pursuant to any directive of the Board
       or the President consistent with these Bylaws.

                                   TREASURER
                                        
6.10(a)  The Treasurer shall have charge of and be responsible for all funds,
       securities, receipts and disbursements of the corporation and shall
       deposit, or cause to be deposited, in the name of the corporation, all
       monies or other valuable effects, in such banks, trust companies or other
       depositories as shall, from time to time, be selected by the Board.

6.10(b)  He shall keep accurate records of same and keep the President and the
       Board fully informed as to all matters relating to the business and
       affairs of the corporation for which he is responsible.

6.10(c)  He shall render to the President and to the Board of Directors,
       whenever requested, an account of the financial condition of the
       corporation.

6.10(d)  In general, he shall perform all duties incident to the office of a
       Treasurer of a corporation, and such other duties as may be assigned to
       him by the Board of Directors or the President.

                               ABSENCE OF OFFICER
                                        
6.11   In case of the absence of any officer of the corporation, or for any
       other reason that the Board of Directors may deem sufficient, the Board
       of Directors may by a majority vote delegate, for the time being, any or
       all of the powers or duties of such officer to any officer or to any
       director pursuant to the requirements of these Bylaws.


                                 ARTICLE SEVEN
                                        
                                 CAPITAL STOCK
                                        
7.1    The interest of each shareholder shall be evidenced by certificate or
       certificates representing shares of stock of the corporation which shall
       be in such form as the Board of Directors may from time to time adopt and
       shall be numbered and shall be entered in the books of the corporation as
       they are issued.  Each certificate shall exhibit the holder's name, the
       number of shares and class of shares and series, if any represented
       thereby, a statement that the corporation is organized under the laws of
       the State of Georgia, and the par value of each share or a statement that
       the shares are without par value.  Each certificate shall be signed by
       the President or a Vice President and the Treasurer or an Assistant
       Treasurer or the Secretary or an Assistant Secretary and shall be sealed

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       with the seal of the corporation; provided, however that where such
       certificate is signed by a transfer agent, or by a transfer clerk acting
       on behalf of the corporation, and a registrar, the signature of any such
       officer and such seal may be facsimile.  In case any officer or officers
       who shall have signed, or whose 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, whether because of death, resignation or
       otherwise, before such certificate or certificates shall have been
       delivered by the corporation, such certificate or certificates may
       nevertheless be delivered as though the person or persons who signed such
       certificates or whose facsimile signatures shall have been used thereon
       had not ceased to be such officer or officers.

7.2    The corporation shall keep a record of the shareholders of the
       corporation which readily shows, in alphabetical order or by alphabetical
       index, and by classes of stock, if there be more than one class, the
       names of the shareholders entitled to vote, with the address of, and the
       number of shares held by each, the date on which the certificate was
       issued and the date on which the certificate was canceled, if such be the
       case.  Said record shall be presented at all meetings of the
       shareholders.

7.3(a) Transfers of stock shall be made on the books of the corporation only
       by the person named in the certificate or by his legal representative, or
       by an agent or his attorney duly constituted in writing, and upon
       surrender of the certificate therefore, or in the case of a certificate
       alleged to have been lost, stolen or destroyed, upon compliance with the
       provisions of Section 7.7 of these Bylaws.

7.3(b) The Board may make or authorize the making of additional rules and
       regulations consistent with law and these Bylaws, which it may deem
       expedient for the issue, transfer and registration or transfer of
       securities of the corporation.

7.4(a) For the purpose of determining shareholders entitled to notice of or to
       vote at any meeting of shareholders or any adjournment thereof, or
       entitled to receive payment of any dividend, or in order to make a
       determination of shareholders for any other proper purpose, the Board of
       Directors may provide that the stock transfer books shall be closed for a
       stated period but not to exceed fifty days.  If the stock transfer books
       shall be closed for the purpose of determining shareholders entitled to
       notice of or to vote at a meeting of shareholders, such books shall be
       closed for at least ten days immediately preceding such meeting.

7.4(b) In lieu of closing the stock transfer books, the Board of Directors may
       fix in advance a date as the record date for any such determination of
       shareholders, such date to be not more than fifty days, and in case of a
       meeting of shareholders, not less than ten days, prior to the date on
       which the particular action, requiring such determination of
       shareholders, is to be taken.

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7.5    The corporation shall be entitled to treat the holder of any share of
       stock of the corporation as the person entitled to vote such share, to
       receive any dividend or other distribution with respect to such share,
       and for all other purposes 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, except as otherwise provided by law.

7.6    The Board of Directors may appoint one or more transfer agents and one or
       more registrars and may require each stock certificate to bear the
       signature or signatures of a transfer agent or a registrar or both.

7.7    Any person claiming a certificate of stock to be lost, stolen or
       destroyed shall make an affidavit or affirmation of the fact in such
       manner as the Board of Directors may require and shall, if the directors
       so require, give the corporation a bond of indemnity in form and amount
       and with one or more sureties satisfactory to the Board of Directors,
       whereupon an appropriate new certificate may be issued in lieu of the one
       alleged to have been lost, stolen or destroyed.


                                 ARTICLE EIGHT
                                        
                                 MISCELLANEOUS
                                        
                                      SEAL
                                        
8.1    The corporate seal shall be in such form as the Board of Directors may
       from time to time determine.

                               ANNUAL STATEMENTS
                                        
8.2    Not later than four months after the close of each fiscal year, and in
       any case prior to the next annual meeting of shareholders, the
       corporation shall prepare:

       (1)  A balance sheet showing in reasonable detail the financial condition
            of the corporation as of the close of its fiscal year; and

       (2)  A profit and loss statement showing the results of its operation
            during its fiscal year.  Upon written request, the corporation
            promptly shall mail to any shareholder of record a copy of the most
            recent such balance sheet and profit and loss statement.

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<PAGE>
 
                                INDEMNIFICATION

8.3(a) Definitions.  As used in Section 8.3 of this Article, the term

       (1)  "Corporation" or "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.

       (2)  "director" means an individual who is or was a director of the
            corporation or an individual who, while a director of the
            corporation, is or was serving at the corporation's request as a
            director, officer, partner, trustee, employee, or agent of another
            foreign or domestic corporation, partnership, joint venture, trust,
            employee benefit plan, or other enterprise.  A director is
            considered to be serving an employee benefit plan at the
            corporation's request if his duties to the corporation also impose
            duties on, or otherwise involve services by, him to the plan or to
            participants in or beneficiaries of the plan.  Director includes,
            unless the context requires otherwise, the estate or personal
            representative of a director.

       (3)  "expenses" include attorneys' fees.

       (4)  "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.

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

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

8.3(b) Indemnification of Directors and Officers - General.

       (1)  Except as provided under subsection (3) of this Section 8.3(b), and
            subject to the limitations in Section 8.3(d) of this Article, the
            corporation shall indemnify an individual made a party to a
            proceeding because he is or was a director or officer of the
            corporation against liability incurred in a proceeding if:

            (A)     he acted in a manner he believed in good faith to be in or
                    not opposed to the be interests of the corporation;

                                       14
<PAGE>
 
            (B)     he acted with respect to an employee benefit plan for a
                    purpose he believed to be in the interests of the
                    participants in and beneficiaries of the plan; and

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

       (2)  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 set forth in subsection (1) above.

       (3)  To the extent that a director or officer has been successful, on the
            merits or otherwise, in the defense of any proceeding to which he
            was a party, or in defense of any claim, issue, or matter therein,
            because he is or was a director or officer of the corporation, the
            corporation shall indemnify the director or officer against
            reasonable expenses incurred by him in connection therewith
            regardless of whether the director or officer has met the standards
            set forth in subsection (1) of this Section 8.3(b) and without any
            action or determination under Section 8.3(d)(1)(A) of this Article
            8.

8.3(c)   Advances for Expenses.

       (1)  The corporation shall pay for or reimburse the reasonable expenses
            incurred by a director or officer who is a party to a proceeding in
            advance of final disposition of the proceeding if:

            (A)     The director or officer furnishes the corporation a written
                    affirmation of his good faith belief that he has met the
                    standard of conduct set forth in Section 8.3(b)(1) of this
                    Article; and

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

       (2)  The undertaking required by paragraph (B) of subsection (1) of this
            Section 8.3(c) must be an unlimited general obligation of the
            director or officer but need not be secured and may be accepted
            without reference to financial ability to make repayment.

                                       15
<PAGE>
 
8.3(d)   Limitations on Indemnification.

       (1)  The corporation shall not indemnify a director or officer under
            Section 8.3(b) of this Article:

            (A)     In connection with a proceeding by or in the right of the
                    corporation in which the director was adjudged to be liable
                    to the corporation; or

            (B)     In connection with any other proceeding in which he was
                    adjudged liable on the basis that improper benefit was
                    improperly received by him.

       (2)  The corporation shall not indemnify a director or officer under
            Section 8.3(b) of this Article unless a determination has been made
            in the specific case that indemnification of the director or officer
            is permissible in the circumstances because he has met the standard
            of conduct set forth in Section 8.3(b)(1).  Such determination shall
            be made:

            (A)     By the Board of Directors by majority vote of a quorum
                    consisting of directors not at the time parties to the
                    proceeding;

            (B)     If a quorum cannot be obtained under paragraph (ii) of this
                    subsection, by majority vote of a committee duly designated
                    by the Board of Directors (in which designation directors
                    who are parties may participate), consisting solely of two
                    or more directors not at the time parties to the proceeding;

            (C)     By special legal counsel:

                    (i) Selected by the Board of Directors or its
                        committee in the manner prescribed in paragraph (A) or
                        (B) of this subsection; or

                    (ii) If a quorum of the Board of Directors
                         cannot be obtained under paragraph (A) of this
                         subsection and a committee cannot be designated under
                         paragraph (B) of this subsection, selected by majority
                         vote of the full Board of Directors (in which selection
                         directors who are parties may participate); or

            (D)     By the shareholders, but the shares owned by or voted under
                    the control of the officers and directors who are at the
                    time parties to the proceeding may not be voted on the
                    determination.

                                       16
<PAGE>
 
       (3)  Authorization of indemnification or an obligation to indemnify and
            evaluation as to reasonableness of expenses shall be made in the
            same manner as the determination that indemnification is
            permissible, except that if the determination is made by special
            legal counsel, authorization of indemnification and evaluation as to
            reasonableness of expenses shall be made by those entitled under
            paragraph (2)(C) of this Section to select counsel.

       (4)  Indemnification permitted under Section 8.3(b) of this Article in
            connection with a proceeding by or in the right of the corporation
            is limited to reasonable expenses incurred in connection with the
            proceeding.

                            FAIR PRICE REQUIREMENTS
                                        
8.4    The provisions of Title 14, Chapter 2, Article 11, Part 2 of the Code, as
       amended, shall apply to the business and affairs of the Corporation
       unless and until this provision is repealed in accordance with the Code
       and these Bylaws.

               BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
                                        
8.5    The provisions of Title 14, Chapter 2, Article 11, Part 3 of the Code, as
       amended,  shall apply to the business and affairs of the Corporation
       unless and until this provision is repealed in accordance with the Code
       and these Bylaws.


                                  ARTICLE NINE
                                        
                           NOTICES; WAIVERS OF NOTICE
                                        
9.1    Except as otherwise specifically provided in these Bylaws, whenever under
       the provisions of these Bylaws notice is required to be given to any
       shareholder, director or officer, it shall not be construed to mean
       personal notice, but such notice may be given either by personal notice
       or by cable or telegram, or by mail by depositing the same in the post
       office or letter box in a postpaid sealed envelope, addressed to such
       shareholder, officer or director at such address as appears on the books
       of the corporation, and such notice shall be deemed to be given at the
       time when the same shall be thus sent or mailed.

9.2    When any notice whatsoever is required to be given by law, by the
       Articles of Incorporation or by these Bylaws, a waiver thereof by the
       person or persons entitled to said notice given before or after the time
       stated therein, in writing, which shall include a waiver given by
       telegraph, or cable, shall be deemed equivalent thereto.  No notice of
       any meeting need be given to any person who shall attend such meeting.

                                       17
<PAGE>
 
                                  ARTICLE TEN

                                   AMENDMENTS
                                        
10.1   The Bylaws of the Corporation may be altered, amended or repealed and new
       Bylaws may be adopted by majority vote of the Board of Directors at any
       regular or special meeting of the Board of Directors.  Such power and
       authority of the Board of Directors to alter, amend, repeal or adopt
       Bylaws shall extend to any and all subject matter contained in the Bylaws
       at any time, subject only to the limitations contained in the Georgia
       Business Corporation Code.  The Shareholders may also alter, amend or
       repeal the Corporation's Bylaws, or adopt new Bylaws, by a majority vote
       of all shares voting, even though the Bylaws may also be amended or
       repealed by the Board of Directors.

                                 ARTICLE ELEVEN
                                        
                         ENGINEER IN RESPONSIBLE CHARGE
                                        
11.1   Where required by state law, the corporation shall maintain a currently
       registered Civil Engineer or other registered Professional Engineer in
       each branch office or state where such practice is performed who shall be
       designated in responsible charge of all practice of Professional
       Engineering.  The registrant shall have full authority for the
       corporation with regard to all Professional Engineering decisions and
       projects performed in said branch office or state.

                                       18