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                                                                     EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                       MEADOWBROOK INSURANCE GROUP, INC.,



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                           AMENDED AND RESTATED BYLAWS

                                       OF

                       MEADOWBROOK INSURANCE GROUP, INC.,


                                TABLE OF CONTENTS

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ARTICLE I - OFFICES...............................................................................................1
         1.1      Registered Office...............................................................................1
         1.2      Other Offices...................................................................................1

ARTICLE II - MEETINGS OF SHAREHOLDERS.............................................................................1
         2.1      Time and Place..................................................................................1
         2.2      Annual Meetings.................................................................................1
         2.3      Special Meetings................................................................................1
         2.4      Notice of Meetings..............................................................................1
         2.5      Shareholder Proposals...........................................................................2
         2.6      List of Shareholders............................................................................2
         2.7      Quorum Adjournment..............................................................................2
         2.8      Voting..........................................................................................2
         2.9      Proxies.........................................................................................3
         2.10     Questions Concerning Elections..................................................................3
         2.11     Telephonic Attendance...........................................................................3
         2.12     Action by Written Consent.......................................................................3

ARTICLE III - DIRECTORS...........................................................................................3
         3.1      Governance......................................................................................3
         3.2      Number, Election and Term.......................................................................3
         3.3      Nomination of Directors.........................................................................4
         3.4      Resignation.....................................................................................4
         3.5      Removal.........................................................................................4
         3.6      Vacancies.......................................................................................5
         3.7      Place of Meetings...............................................................................5
         3.8      Annual Meetings.................................................................................5
         3.9      Regular Meetings................................................................................5
         3.10     Special Meetings................................................................................5
         3.11     Quorum..........................................................................................5
         3.12     Voting..........................................................................................6
         3.13     Telephonic Participation........................................................................6
         3.14     Action by Written Consent.......................................................................6
         3.15.    Committees......................................................................................6
         3.16     Compensation....................................................................................7
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<TABLE>
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<S>                                                                                                              <C>
ARTICLE IV - OFFICERS.............................................................................................7
         4.1      Officers and Agents.............................................................................7
         4.2.     Compensation....................................................................................7
         4.3.     Term............................................................................................8
         4.4      Removal.........................................................................................8
         4.5      Resignation.....................................................................................8
         4.6      Vacancies.......................................................................................8
         4.7      Chairperson of the Board........................................................................8
         4.8      Chief Executive Officer.........................................................................8
         4.9      President.......................................................................................8
         4.10     Executive Vice presidents and Vice Presidents...................................................9
         4.11     Secretary.......................................................................................9
         4.12     Treasurer.......................................................................................9
         4.13     Assistant Vice Presidents, Secretaries and Treasurers...........................................9
         4.14     Execution of Contracts and Instruments.........................................................10
         4.15     Voting of Shares and Securities of Other Corporations and Entities.............................10

ARTICLE V - NOTICES AND WAIVERS OF NOTICE........................................................................10
         5.1      Delivery of Notices............................................................................10
         5.2      Waiver of Notice...............................................................................10

ARTICLE VI - SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD.......................................................11
         6.1      Certificates for Shares........................................................................11
         6.2      Lost or Destroyed Certificates.................................................................11
         6.3      Transfer of Shares.............................................................................12
         6.4      Record Date....................................................................................12
         6.5      Registered Shareholder.........................................................................13

ARTICLE VII - CONTROL SHARE ACQUISITIONS.........................................................................13
         7.1      Power to Redeem if no Acquiring Person Statement is Filed......................................13
         7.2      Power to Redeem After Shareholder Vote.........................................................13
         7.3      Procedure for Redemption.......................................................................13
         7.4      Interpretation of Article VII..................................................................13

ARTICLE VIII - INDEMNIFICATION...................................................................................13

ARTICLE IX - GENERAL PROVISIONS..................................................................................14
         9.1      Checks and Funds...............................................................................14
         9.2      Fiscal Year....................................................................................14
         9.3      Corporate Seal.................................................................................14
         9.4      Books and Records..............................................................................14
         9.5      Financial Statements...........................................................................15

ARTICLE X - AMENDMENTS...........................................................................................15

ARTICLE XI - SCOPE OF BYLAWS.....................................................................................15
</TABLE>

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                        MEADOWBROOK INSURANCE GROUP, INC.


                                    ARTICLE I

                                     OFFICES

         1.1 Registered Office. The registered office of the Corporation shall
be located at such place in Michigan as the Board of Directors from time to time
determines.

         1.2 Other Offices. The Corporation may also have offices or branches at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

         2.1 Time and Place. All meetings of the shareholders shall be held at
such place and time as the Board of Directors determines.

         2.2 Annual Meetings. An annual meeting of the shareholders shall be
held on a date, not later than 180 days after the end of the immediately
preceding fiscal year, to be determined by the Board of Directors. At the annual
meeting, the shareholders shall elect directors and transact such other business
as is properly brought before the meeting and described in the notice of
meeting. If the annual meeting is not held on its designated date, the Board of
Directors shall cause it to be held as soon thereafter as convenient.

         2.3 Special Meetings. Special meetings of the shareholders, for any
purpose, (a) may be called by the Corporation's chief executive officer or the
Board of Directors, and (b) shall be called by the President or Secretary upon
written request (stating the purpose for which the meeting is to be called) of
the holders of a majority of all the shares entitled to vote at the meeting.

         2.4 Notice of Meetings. Written notice of each shareholders' meeting,
stating the place, date and time of the meeting and the purposes for which the
meeting is called, shall be given (in the manner described in Section 5.1 below)
not less than 10 nor more than 60 days before the date of the meeting to each
shareholder of record entitled to vote at the meeting. Notice of adjourned
meetings is governed by Section 2.7 below.



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         2.5 Shareholder Proposals. At any meeting of the shareholders, only
such business shall be conducted, and only such proposals shall be acted upon,
as shall have been brought before the meeting, (i) by or at the direction of the
Board of Directors or (ii) by any shareholder of the Corporation who complies
with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934,
any other applicable Securities laws or any replacements thereof and as shall
otherwise be proper subjects for shareholder action and shall be properly
introduced at the meeting.

         2.6 List of Shareholders. The officer or agent who has charge of the
stock transfer books for shares of the Corporation shall make and certify a
complete list of the shareholders entitled to vote at a shareholders' meeting or
any adjournment of the meeting. The list shall be arranged alphabetically within
each class and series and shall show the address of and the number of shares
held by, each shareholder. The list shall be produced at the time and place of
the meeting and may be inspected by any shareholder at any time during the
meeting.

         2.7 Quorum Adjournment. At all shareholders' meetings, the shareholders
present in person or represented by proxy who, as of the record date for the
meeting, were holders of shares entitled to cast a majority of the votes at the
meeting, shall constitute a quorum. Once a quorum is present at a meeting, all
shareholders present in person or represented by proxy at the meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Regardless of whether a quorum
is present, a shareholders' meeting may be adjourned to another time and place
by a vote of the shares present in person or by proxy without notice other than
announcement at the meeting; provided, that (a) only such business may be
transacted at the adjourned meeting as might have been transacted at the
original meeting and (b) if the adjournment is for more than 60 days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting must be given to each shareholder of record entitled to
vote at the meeting.

         2.8 Voting. Except as otherwise provided in Sections 794 and 795 of the
Michigan Business Corporation Act, each shareholder shall at every meeting of
the shareholders be entitled to one vote in person or by proxy for each share
having voting power held by such shareholder and on each matter submitted to a
vote, unless otherwise provided by the Articles of Incorporation. A vote may be
cast either orally or in writing. When an action, other than the election of
directors, is to be taken by vote of the shareholders, it shall be authorized by
a majority of the votes cast by the holders of shares entitled to vote on such
action, unless a greater vote is required by the Articles of Incorporation or by
the Michigan Business Corporation Act. Except as otherwise provided by the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast at any election.



<PAGE>   6


         2.9 Proxies. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for him or her by proxy. Each proxy shall be in writing and
signed by the shareholder or the shareholder's authorized agent or
representative. A proxy is not valid after the expiration of three years after
its date unless otherwise provided in the proxy.

         2.10 Questions Concerning Elections. The Board of Directors may, in
advance of the meeting, or the presiding officer may, at the meeting, appoint
one or more inspectors to act at a shareholders' meeting or any adjournment. If
appointed, the inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.

         2.11 Telephonic Attendance. Shareholders may participate in any
shareholders' meeting by means of conference telephone or similar communications
equipment through which any persons participating in the meeting may communicate
with the other participants. All participants shall be advised of the
communications equipment and the names of the participants in the conference
shall be divulged to all participants. Participation in a meeting pursuant to
this Section 2.11 constitutes presence in person at such meeting.

         2.12 Action by Written Consent. To the extent permitted by the Articles
of Incorporation or applicable law, any action required or permitted to be taken
at any shareholders' meeting may be taken without a meeting, prior notice and a
vote, by written consent of shareholders.


                                   ARTICLE III

                                    DIRECTORS

         3.1 Governance. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders

         3.2 Number, Election and Term. The number of Directors which shall
constitute the whole Board of Directors shall not be less than three (3) nor
more than fifteen (15) members, which shall be divided into three classes as
nearly equal 

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in number as possible, with the term of office of one class expiring each year.
The exact number of Directors shall be determined from time to time solely by
resolution adopted by an affirmative vote or consent of the majority of the
entire Board of Directors. The Directors shall be elected at the annual meeting
of shareholders for a term of three (3) years except as provided in the Articles
of Incorporation and in Sections 3.5 and 3.6 of these Bylaws and each Director
shall hold office until his or her successor is elected and qualified.

         3.3 Nomination of Directors. Subject to such rights of the holders of
one or more outstanding series of preferred stock of the Corporation to elect
one or more directors in case of arrearages in the payment of dividends as shall
be prescribed in the Articles of Incorporation of the Corporation or in the
resolutions of the Board of Directors providing for the establishment of any
such series, only persons who are nominated in accordance with the procedures
set forth in this Section 3.3 shall be eligible for election as, and to serve
as, directors. Nominations of persons for election to the Board of Directors may
be made at a meeting of the shareholders at which directors are to be elected
(i) by or at the direction of the Board of Directors or (ii) by any shareholder
of the Corporation entitled to vote at such meeting in the election of directors
who complies with the requirements of this Section 3.3. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be in
compliance with the requirements of Rule 14a-8 under the Securities Exchange Act
of 1934, any other applicable Securities laws or any replacements thereof and
shall be preceded by advance notice in writing to the Secretary of the
Corporation providing the information required under the Securities Exchange Act
of 1934 to be disclosed in a proxy statement with respect to such nomination. A
shareholder's notice to the Secretary shall include (a) as to each person whom
the shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of such person, (ii)
the principal occupation or employment of such person, (iii) the number of
shares of each class of capital stock of the Corporation beneficially owned by
such person, (iv) the written consent of such person to having such person's
name placed in nomination at the meeting and to serve as a director if elected,
and (v) any other information required by Rule 14a-8 under the Securities
Exchange Act of 1934, any other applicable securities laws or any replacement
thereof and (b) as to the shareholder giving the notice, (i) the name and
address, as they appear on the Corporation's books, of such shareholder and (ii)
the number of shares of each class of voting stock of the Corporation which are
then beneficially owned by such shareholder, the dates upon which such shares
were acquired and documentary support for such beneficial ownership claim.

         3.4 Resignation. A Director may resign by written notice to the
Corporation. A Director's resignation is effective upon its receipt by the
Corporation or a later time set forth in the notice of resignation.

         3.5 Removal. One or more Directors may be removed with cause, by vote


<PAGE>   8

or consent of the holders of a majority of the shares entitled to vote at an
election of Directors, or without cause by vote or consent of the holders of 80%
of the shares entitled to vote at an election of Directors, unless otherwise
provided by the Articles of Incorporation.

         3.6 Vacancies. During the intervals between annual meetings of
shareholders, any vacancy occurring in the Board of Directors caused by
resignation, death or other incapacity and any newly created directorships
resulting from an increase in the number of Directors shall be filled by a
majority vote of the Directors then in office, whether or not a quorum. Each
Director chosen to fill a vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred. Each Director chosen to fill a newly
created directorship shall hold office until the re-election of the class for
which such Director shall have been chosen. When the number of Directors is
changed, any newly created directorships or any decrease in directorships shall
be apportioned among the classes as to make all classes as nearly equal in
number as possible.

         3.7 Place of Meetings. The Board of Directors may hold meetings at any
location. The location of annual and regular Board of Directors' meetings shall
be determined by the Board and the location of special meetings shall be
determined by the person calling the meeting.

         3.8 Annual Meetings. Each newly elected Board of Directors may meet
promptly after the annual shareholders' meeting for the purposes of electing
officers and transacting such other business as may properly come before the
meeting. No notice of the annual Directors' meeting shall be necessary to the
newly elected Directors in order to legally constitute the meeting provided a
quorum is present.

         3.9 Regular Meetings. Regular meetings of the Board of Directors or
Board committees may be held without notice at such places and times as the
Board or committee determines at least 30 days before the date of the meeting.

         3.10 Special Meetings. Special meetings of the Board of Directors may
be called by the chief executive officer, and shall be called by the President
or Secretary upon the written request of two Directors, on two days notice to
each Director or committee member by mail or 24 hours notice by any other means
provided in Section 5.1. The notice must specify the place, date and time of the
special meeting, but need not specify the business to be transacted at, nor the
purpose of, the meeting. Special meetings of Board committees may be called by
the Chairperson of the committee or a majority of committee members pursuant to
this Section 3.10.

         3.11 Quorum. At all meetings of the Board or a Board committee, a
majority of the Directors then in office, or of members of such committee,



<PAGE>   9
          
constitutes a quorum for transaction of business, unless a higher number is
otherwise required. If a quorum is not present at any Board or Board committee
meeting, a majority of the Directors present at the meeting may adjourn the
meeting to another time and place without notice other than announcement at the
meeting. Any business may be transacted at the adjourned meeting which might
have been transacted at the original meeting, provided a quorum is present.

         3.12 Voting. The vote of a majority of the members present at any Board
or Board committee meeting at which a quorum is present constitutes the action
of the Board of Directors or of the Board committee, unless a higher vote is
otherwise required.

         3.13 Telephonic Participation. members of the Board of Directors or any
Board committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with each other.
Participation in a meeting pursuant to this Section 3.13 constitutes presence in
person at such meeting.

         3.14 Action by Written Consent. Any action required or permitted to be
taken under authorization voted at a Board or Board committee meeting may be
taken without a meeting if, before or after the action, all members of the Board
then in office or of the Board committee consent to the action in writing. Such
consents shall be filed with the minutes of the proceedings of the Board or
committee and shall have the same effect as a vote of the Board or committee for
all purposes.

         3.15. Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate one or more committees, each consisting
of one or more Directors. The Board may designate one or more Directors as
alternate members of a committee, who may replace an absent or disqualified
member at a committee meeting. In the absence or disqualification of a member of
a committee, the committee members present and not disqualified from voting,
regardless of whether they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of such absent
or disqualified member. Any committee, to the extent provided in the resolution
of the Board, may exercise all powers and authority of the Board of Directors in
management of the business and affairs of the Corporation, except a committee
does not have power or authority to:

                  (a)      Amend the Articles of Incorporation.

                  (b)      Adopt an agreement of merger or consolidation.

                  (c)      Recommend to shareholders the sale, lease or exchange
                           of all or

<PAGE>   10

 substantially all of the Corporation's property and assets.

                  (d) Recommend to shareholders a dissolution of the Corporation
or a revocation of a dissolution.

                  (e)      Amend the Bylaws of the Corporation.

                  (f)      Fill vacancies in the Board.

                  (g) Unless the resolution designating the committee or a later
Board of Director's resolution expressly so provides, declare a distribution or
dividend or authorize the issuance of stock.

Each committee and its members shall serve at the pleasure of the Board, which
may at any time change the members and powers of, or discharge, the committee.
Each committee shall keep regular minutes of its meetings and report them to the
Board of Directors when required.

         3.16 Compensation. The Board, by affirmative vote of a majority of
Directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of Directors for services to the
Corporation, as directors, officers or members of a Board committee. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation for such service.

                                   ARTICLE IV

                                    OFFICERS

         4.1 Officers and Agents. The Board of Directors, at its first meeting
after each annual meeting of shareholders, shall elect a President, a Secretary
and a Treasurer, and may also elect and designate as officers a Chairperson of
the Board, a Vice Chairperson of the Board and one or more Executive Vice
Presidents, Assistant Secretaries and Assistant Treasurers. The Board of
Directors may also from time to time appoint, or delegate authority to the
Corporation's chief executive officer to appoint, such other officers and agents
as it deems advisable. Any number of offices may be held by the same person but
an officer shall not execute, acknowledge or verify an instrument in more than
one capacity if the instrument is required by law to be executed, acknowledged
or verified by two or more officers. An officer has such authority and shall
perform such duties in the management of the Corporation as provided in these
Bylaws, or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws, and as generally pertain to their offices,
subject to the control of the Board of Directors.


<PAGE>   11

time and in such manner as he or she deems appropriate.

         4.10 Executive Vice presidents and Vice Presidents. The Executive Vice
Presidents and Vice Presidents shall assist and act under the direction of the
Chairman of the Board and President. The Board of Directors may designate one or
more Executive Vice Presidents and may grant other Vice Presidents titles which
describe their functions or specify their order of seniority. In the absence or
disability of the President, the authority of the President shall descend to the
Executive Vice Presidents or, if there are none, to the Vice Presidents in the
order of seniority indicated by their titles or otherwise specified by the
Board. If not specified by their titles or the Board, the authority of the
President shall descend to the Executive Vice Presidents or, if there are none,
to the Vice Presidents, in the order of their seniority in such office.

         4.11 Secretary. The Secretary shall act under the direction of the
Corporation's chief executive officer and President. The Secretary shall attend
all shareholders' and Board of Directors' meetings, record minutes of the
proceedings and maintain the minutes and all documents evidencing corporate
action taken by written consent of the shareholders and Board of Directors in
the Corporation's minute book. The Secretary shall perform these duties for
Board committees when required. The Secretary shall see to it that all notices
of shareholders' meetings and special Board of Directors' meetings are duly
given in accordance with applicable law, the Articles of Incorporation and these
Bylaws. The Secretary shall have custody of the Corporation's seal and, when
authorized by the Corporation's chief executive officer, President or the Board
of Directors, shall affix the seal to any instrument requiring it and attest
such instrument.

         4.12 Treasurer. The Treasurer shall act under the direction of the
Corporation's chief executive officer and President. The Treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of the Corporation's assets, liabilities, receipt and disbursements in
books belonging to the Corporation. The Treasurer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Corporation's
chief executive officer, the President or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Corporation's chief
executive officer, the President and the Board of Directors (at its regular
meetings or whenever they request it) an account of all his or her transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his or her duties in such amount and with such surety as
the Board prescribes.

         4.13 Assistant Vice Presidents, Secretaries and Treasurers. The
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, if
any, shall act 




<PAGE>   12

under the direction of the Corporation's chief executive officer, the President
and the officer they assist. In the order of their seniority, the Assistant
Secretaries shall in the absence or disability of the Secretary, perform the
duties and exercise the authority of the Secretary. The Assistant Treasurers, in
the order of their seniority, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the authority of the Treasurer.

         4.14 Execution of Contracts and Instruments. The Board of Directors may
designate an officer or agent with authority to execute any contract or other
instrument on the Corporation's behalf; the Board may also ratify or confirm any
such execution. If the Board authorizes, ratifies or confirms the execution of a
contract or instrument without specifying the authorized executing officer or
agent, the Corporation's chief executive officer, the President, any Executive
Vice President or Vice President or the Treasurer may execute the contract or
instrument in the name and on behalf of the Corporation and may affix the
corporate seal to such document or instrument.

         4.15 Voting of Shares and Securities of Other Corporations and
Entities. Unless the Board of Directors otherwise directs, the Corporation's
chief executive officer shall be entitled to vote or designate a proxy to vote
all shares and other securities which the Corporation owns in any other
corporation or entity.


                                    ARTICLE V

                          NOTICES AND WAIVERS OF NOTICE

         5.1 Delivery of Notices. Unless otherwise specified in these Bylaws,
all written notices to shareholders, Directors and Board committee members shall
be given personally or by mail (registered, certified or other first class mail,
with postage pre-paid), addressed to such person at the address designated by
him or her for that purpose or, if none is designated, at his or her last known
address. Written notices to Directors or Board committee members may also be
delivered at his or her office on the Corporation's premises, if any, or by
overnight carrier, telegram, telex, telecopy, radiogram, cablegram, facsimile,
computer transmission or similar form of communication, addressed to the address
referred to in the preceding sentence. Notices given pursuant to this Section
5.1 shall be deemed to be given when dispatched, or, if mailed, when deposited
in a post office or official depository under the exclusive care and custody of
the United States postal service. Notices given by overnight carrier shall be
deemed "dispatched" at 9:00 a.m. on the day the overnight carrier is reasonably
requested to deliver the notice. The Corporation shall have no duty to change
the written address of any Director, Board committee member or shareholder
unless the Secretary receives written notice of such address change.



<PAGE>   13


         5.2 Waiver of Notice. Action may be taken without a required notice and
without lapse of a prescribed period of time, if at any time before or after the
action is completed the person entitled to notice or to participate in the
action to be taken or, in the case of a shareholder, his or her
attorney-in-fact, submits a signed waiver of the requirements, or if such
requirements are waived in such other manner permitted by applicable law.
Neither the business to be transacted at, nor the purpose of, the meeting need
be specified in the written waiver of notice. Attendance at any shareholders'
meeting (in person or by proxy) will result in both of the following:

                  (a) Waiver of 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.

                  (b) Waiver of 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

A Director's attendance at or participation in any Board or Board committee
meeting waives any required notice to him or her of the meeting unless he or
she, at the beginning of the meeting or upon his or her arrival, objects to the
meeting or the transacting of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting.


                                   ARTICLE VI

                  SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD

         6.1 Certificates for Shares. The shares of the Corporation shall be
represented by certificates signed by the Chairperson of the Board,
Vice-chairperson of the Board, President or a Vice-president and which also may
be signed by another officer of the Corporation. The officers' signatures may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation or its employee. if any officer who
has signed or whose facsimile signature has been placed upon a certificate
ceases to be such officer before the certificate is issued, it may be issued by
the Corporation with the same effect as if the person were such officer at the
date of issue.

         6.2 Lost or Destroyed Certificates. The Board of Directors may direct
or authorize an officer to direct that a new certificate for shares be issued in
place of any certificate alleged to have been lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors or officer
may, in its own discretion and as a condition precedent to the issuance thereof,
require the owner (or the owner's legal representative) of such lost or
destroyed certificate to give the Corporation an 

<PAGE>   14

affidavit claiming that the certificate is lost or destroyed or a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to such old or new certificate.

       6.3 Transfer of Shares. Shares of the Corporation are transferable only
on the Corporation's stock transfer books upon surrender to the Corporation or
its transfer agent of a certificate for the shares, duly endorsed for transfer,
and the presentation of such evidence of ownership and validity of the transfer
as the Corporation requires.

         6.4 Record Date. The Board of Director may fix, in advance, a date as
the record date for determining shareholders for any purpose, including
determining shareholders entitled to (a) notice of, and to vote at, any
shareholders' meeting or any adjournment of such meeting; (b) express consent
to, or dissent from, a proposal without a meeting; or (c) receive payment of a
share dividend or distribution or allotment of a right. The record date shall
not be more than 60 nor less than 10 days before the date of the meeting, nor
more than 10 days after the Board resolution fixing a record date for
determining shareholders entitled to express consent to, or dissent from, a
proposal without a meeting, nor more than 60 days before any other action.

If a record date is not fixed:

                  (a) the record date for determining the shareholders entitled
to notice of, or to vote at, a shareholders' meeting shall be the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if no notice is given, the close of business on the day next
preceding the date on which the meeting is held; and

                  (b) if prior action by the Board of Directors is not required
with respect to the corporate action to be taken without a meeting, the record
date for determining shareholders entitled to express consent to, or dissent
from, a proposal without a meeting, shall be the first date on which a signed
written consent is properly delivered to the Corporation; and

                  (c) the record date for determining shareholders for any other
purpose shall be the close of business on the day on which the resolution of the
Board of Directors relating to the action is adopted.

A determination of shareholders of record entitled to notice of, or to vote at a
shareholders' meeting shall apply to any adjournment of the meeting, unless the
Board of Directors fixes a new record date for the adjourned meeting.

         Only shareholders of record on the record date shall be entitled to
notice of, or to participate in, the action relating to the record date,
notwithstanding any transfer of shares on the Corporation's books after the
record date. This Section 




<PAGE>   15

         6.4 shall not affect the rights of a shareholder and the shareholder's
transferor or transferee as between themselves.

         6.5 Registered Shareholder. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of a share for all purposes, including notices, voting, consents, dividends and
distributions, and shall not be bound to recognize any other person's equitable
or other claim to interest in such share, regardless of whether it has actual or
constructive notice of such claim or interest.


                                   ARTICLE VII

                           CONTROL SHARE ACQUISITIONS

         7.1 Power to Redeem if no Acquiring Person Statement is Filed. Control
shares acquired in a control share acquisition, with respect to which no
acquiring person statement has been filed with the Corporation, may, at any time
during the period ending 60 days after the last acquisition of control shares or
the power to direct the exercise of voting power of control shares by the
acquiring person, be redeemed by the Corporation at the fair market value of the
shares.

         7.2 Power to Redeem After Shareholder Vote. After an acquiring person
statement has been filed and after the meeting at which the voting rights of the
control shares acquired in a control share acquisition are submitted to the
shareholders, the shares are subject to redemption by the Corporation at the
fair value of the shares unless the shares are accorded full voting rights by
the shareholders pursuant to Section 798 of the Michigan Business Corporation
Act.

         7.3 Procedure for Redemption. A redemption of shares by the Corporation
pursuant to Sections 7.1 or 7.2 shall be made upon election to redeem by the
Board of Directors. Written notice of the election shall be sent to the
acquiring person within seven days after the election is made. The determination
of the Board of Directors as to fair value shall be conclusive. Payment shall be
made for the control shares subject to redemption within 30 days after the
election to redeem is made at a date and place selected by the Board of
Directors. The Board of Directors may adopt additional procedures to accomplish
a redemption.

         7.4 Interpretation of Article VII. This Article VII is adopted pursuant
to Section 799 of the Michigan Business Corporation Act, and the terms used in
this section shall have the meanings of the terms in Section 799.

                                  ARTICLE VIII

                                 INDEMNIFICATION



<PAGE>   16


The Corporation shall, to the fullest extent authorized or permitted by the
Michigan Business Corporation Act, (a) indemnify any person, and his or her
heirs, executors, administrators and legal representatives, who was, is or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was a Director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (collectively, "Covered Matters"); and (b)
pay or reimburse the reasonable expenses incurred by such person and his or her
heirs, executors, administrators and legal representatives in connection with
any Covered Matter in advance of final disposition of such Covered Matter. The
Corporation may provide such other indemnification to Directors, officers,
employees and agents by insurance, contract or otherwise as is permitted by law
and authorized by the Board of Directors.


                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1 Checks and Funds. All checks, drafts or demands for money and notes
of the Corporation must be signed by such officer or officers or such other
person or persons as the Board of Directors from time to time designates. All
funds of the Corporation not otherwise employed shall be deposited or used as
the Board of Directors from time to time designates.

         9.2 Fiscal Year. The fiscal year of the Corporation shall end on such
date as the Board of Directors form time to time determines.

         9.3 Corporate Seal. The Board of Directors may adopt a corporate seal
for the Corporation. The corporate seal, if adopted, shall be circular and
contain the name of the Corporation and the words "Corporate Seal Michigan". The
seal may be used by causing it or a facsimile of it to be impressed, affixed,
reproduced or otherwise.

         9.4 Books and Records. The Corporation shall keep within or outside of
Michigan books and records of account and minutes of the proceedings of its
shareholders, Board of Directors and Board committees, if any. The Corporation
shall keep at its registered office or at the office of its transfer agent
within or outside of Michigan records containing the names and addresses of all
shareholders, the number, class and series of shares held by each and the dates
when they respectively became record holders of shares. Any of such books,
records or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.



<PAGE>   17


         9.5 Financial Statements. The Corporation shall cause to be made and
distributed to its shareholders, within four months after the end of each fiscal
year, a financial report (including a statement of income, year-end balance
sheet, and, if prepared by the Corporation, its statement of sources and
application of funds) covering the preceding fiscal year of the Corporation.


                                    ARTICLE X

                                   AMENDMENTS

         These Bylaws may be amended or repealed, or new Bylaws may be adopted,
by action of either the shareholders or a majority of the Board of Directors
then in office. The shareholders or the Board may from time to time specify
particular provisions of the Bylaws which may not be altered or repealed by the
Board of Directors



                                   ARTICLE XI

                                 SCOPE OF BYLAWS

         These Bylaws govern the regulation and management of the affairs of the
Corporation to the extent that they are consistent with applicable law and the
Articles of Incorporation; to the extent they are not consistent, applicable law
and the Articles of Incorporation shall govern. Greater voting, notice or other
requirements than those set forth in these Bylaws may be established by
contract.