<PAGE>   1


                                                                     EXHIBIT 3F











                                        

                                    BY-LAWS
                                        
                                       OF
                                        
                           SEA PINES ASSOCIATES, INC.
                                        
                                        
                            REVISED JANUARY 30, 1998



<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>       <C>                                                              <C> 
I.        NAME AND PURPOSES

          1.        Name................................................   5
          2.        Purposes............................................   5


II.       OFFICES

          1.        Principal Office....................................   5 
          2.        Registered Office...................................   5

III.      SHAREHOLDERS

          1.        Place of Meetings...................................   5
          2.        Annual Meeting......................................   6
          3.        Special Meetings....................................   6
          4.        Notice of Meetings of Shareholders..................   6
          5.        Waiver of Notice....................................   6
          6.        Quorum of Shareholders..............................   6
          7.        Adjournment.........................................   7
          8.        Record Date.........................................   7
          9.        Voting of Shares....................................   7
         10.        Proxies.............................................   8
         11.        Written Consent of Shareholders.....................   8

IV.      BOARD OF DIRECTORS

          1.        General.............................................   8
          2.        Qualifications......................................   9
          3.        Number, Tenure and Election.........................   9
          4.        Newly Created Directorships and Vacancies...........   9
          5.        Quorum..............................................   9
          6.        Action of the Board of Directors....................  10
          7.        Resignation and Removal.............................  10
          8.        Place and Time of Board Meetings....................  10
          9.        Meeting by Conference Call..........................  10
         10.        Regular Annual Meeting..............................  10
         11.        Notice of Meetings of the Board.....................  10
         12.        Adjournment.........................................  11
         13.        Chairman for Board Meetings.........................  11
         14.        Compensation........................................  11
         15.        Presumption of Assent...............................  11
         16.        Written Consent of Directors........................  11
         17.        Advisory Directors..................................  11

</TABLE>         
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<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
<S>  <C>       <C>                                               <C>
V.   OFFICERS

      1.       Number..............................................12
      2.       Election and Term of Office.........................12
      3.       Removal.............................................12
      4.       Execution of Instruments............................12
      5.       Compensation........................................12
      6.       Sureties and Bonds..................................12
      7.       Chairman............................................12
      8.       Vice Chairman.......................................13
      9.       Secretary...........................................13
     10.       Treasurer...........................................13
     11.       Assistant Officers..................................14
     12.       Chief Executive Officer.............................14

VI.  CERTIFICATES FOR SHARES

      1.       Certificates........................................14
      2.       Lost or Destroyed Certificates......................14
      3.       Transfer of Shares..................................15
      4.       Restrictions on Stock Certificates..................15

VII. GENERAL PROVISIONS

      1.       Seal................................................15
      2.       Indemnification and Insurance.......................15
      3.       References to Articles of Incorporation.............16
      4.       Fiscal Year.........................................16
      5.       By-Laws Amendments..................................16
</TABLE>


                                     - 3 -
<PAGE>   4
                                 CERTIFICATION

     I the undersigned, do hereby certify that I am the duly elected and acting 
Secretary of Sea Pines Associates, Inc., a South Carolina corporation; and
     
     That the foregoing By-Laws constitute the By-Laws of the Corporation 
reflecting amendments duly adopted at a meeting of the Board of Directors 
thereof held on the 25th day of January, 1988. And again amended and adopted by 
the Board of Directors on the 7th day of December 1992. And again amended and 
adopted by the Board of Directors on the 26th day of February, 1996. And again 
amende and adopted by the Board of Directors on the 30th day of January, 1998.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the 
seal of the Corporation this 30th day of January, 1998.




                                             /s/ Angus Cotton
                                             ------------------------
                                             Secretary


(SEAL)




                                      -4-
<PAGE>   5
                                    BY-LAWS
                                        
                                       OF
                                        
                           SEA PINES ASSOCIATES, INC.
                                        
                                   Article I
                               Name and Purposes

                                        
     Section 1.          Name. The name of the corporation is Sea Pines 
Associates, Inc. ("Corporation").

     Section 2.          Purposes. The Corporation is organized under the South 
Carolina Business Corporation Code for those purposes set out in the Articles 
of Incorporation of the Corporation.


                                   Article II
                                    Offices


     Section 1.          Principal Office. The principal office of the 
Corporation is located at Sea Pines Welcome Center, 32 Greenwood Drive, Hilton 
Head Island, South Carolina 29928. The Corporation may have such other offices 
either within or without the State of South Carolina as the Board of Directors 
may designate from time to time. 

     Section 2.          Registered Office. The registered office of the 
Corporation required by the South Carolina Business Corporation Code to be 
maintained in the State of South Carolina may be, but need not be, identical 
with the principal office and the address of the registered office may be 
changed from time to time by the Board of Directors. In the absence of any 
action by the Board, the registered office shall be as set forth in the 
Articles of the Incorporation of the Corporation.


                                  Article III
                                  Shareholders


     Section 1.          Place of Meetings. Meetings of the shareholders shall 
be held at the principal office of the Corporation or at such other place 
within or outside the State of South Carolina as the Board of Directors 
shall authorize.




                                      -5-
<PAGE>   6
     Section 2.     Annual Meeting. The annual meeting of shareholders shall be
held on the first Saturday in the month of March of each year, or at such other
time as may be determined by the Board of Directors subject to the other
requirements of this Article. At the annual meeting, the shareholders shall
elect members of the Board of Directors as provided herein and transact such
other business as may properly come before the meeting.

     Section 3.     Special Meetings. Special meetings of the shareholders may
be called by the Chairman of the Board of Directors, by a majority of the Board,
or by shareholders owning not less than ten (10%) percent of the shares of stock
of all classes of stock entitled to vote for members of the Board of Directors.
Such request and the notice of the meeting issued pursuant thereto shall state
the purpose or purposes of the proposed meeting, and all business transacted at
the special meeting shall be confined to the purposes stated in the notice.

     Section 4.     Notice of Meetings of Shareholders. Written notice of any 
shareholders meeting shall be delivered either personally or by first class 
mail to each shareholder entitled to vote on any matter to be addressed at such
meeting. Such notice shall be delivered not less than ten (10) nor more than 
fifty (50) days before the meeting. Notice of each meeting shall state the 
place, date and hour of the meeting and, in the case of a special meeting, the 
purpose or purposes for which the meeting is called. If mailed, such notice 
shall be deemed delivered when deposited in the United States mail, with 
postage prepaid, addressed to the shareholder at his address as it appears on 
the Corporation's records, or if he shall have filed with the Secretary of the 
Corporation a written request that notices to him be mailed to some other 
address, then directed to him at such other address.

     Section 5.     Waiver of Notice. Notice of meetings need not be given to 
any shareholder who signs a waiver of notice, either in person or by proxy,
either before or after the meeting. The attendance, whether in person or by
proxy, of any shareholder at a meeting without protesting the sufficiency of
notice of the meeting prior to the conclusion of such meeting shall constitute a
waiver of notice by such shareholder.

     Section 6.     Quorum of Shareholders. A majority of the outstanding 
shares of the Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders for the transaction of
business. If a quorum is present at any meeting, the affirmative vote of a
majority of the shares represented and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by class is otherwise required by these By-Laws or the Articles of
Incorporation. Once a quorum is present, it shall not be broken by the
subsequent withdrawal of any shareholder, and the shareholders remaining may
continue to transact business until 


                                      -6-
<PAGE>   7
adjournment, notwithstanding the withdrawal of enough shareholders to leave 
less than a quorum.

     Section 7.     Adjournment. Upon the affirmative vote of a majority in 
interest of shareholders present at a shareholder meeting, the meeting may be 
adjourned from time to time to a fixed date for any valid business reason 
without further notice as to the time and place of such adjourned meeting, but 
such adjournment shall be for a period not in excess of thirty (30) days. At 
any such adjourned meeting at which a quorum shall be present or represented, 
only such business may be transacted which might have been transacted at the 
meeting as originally scheduled, unless all shares are represented and do 
not object.

     Section 8.     Record Date. For the purpose of determining the 
shareholders qualified or entitled to notice of or to vote at any meeting of 
shareholders or any adjournment thereof, or to express consent to or dissent 
from any proposal without a meeting, or for the purpose of determining 
shareholders qualified or entitled to receive payment of any dividend or the 
allotment of any rights, or for any other proper purpose, the Board records 
shall fix, in advance, a date as the record date for any such determination of 
shareholders. Such date shall be not more than seventy (70) nor less than ten 
(10) days before the date of such meeting or action. If no record date is fixed 
by the Board, the record date for any such purposes shall be ten (10) days 
before the date of such meeting or action. When such determination of qualified 
or entitled shareholders has been made as provided above, such determination 
shall also apply to any adjourned meeting, except where transfer of stock to a 
new holder has been entered on the transfer books of the Corporation after the 
original meeting was adjourned and at least ten (10) days before the date of 
such adjourned meeting.

     Section 9.     Voting of Shares. At all meetings, shareholder's voting will
be conducted and recorded buy mailed proxies prior to the meeting, or by 
proxies personally delivered on the day of the meeting. However, any qualified 
voter may demand a record vote, whereupon such vote shall be taken by ballot, 
and the Secretary shall record the name of each shareholder voting, the number 
of shares voted by each shareholder and, if such vote shall be by proxy, the 
name of the proxy holder. A complete list of shareholders entitled to vote at a 
shareholder meeting or any adjournment thereof, arranged in alphabetical order 
and setting forth the number of voting shares held by each shareholder, shall 
be prepared by the Secretary of the Corporation or the transfer agent of the 
Corporation who shall have charge of the stock ledger and stock transfer books 
for the Corporation. Such list shall be subject to inspection by any shareholder
at the principal office of the Corporation during business hours for ten (10) 
days prior to such meeting and throughout the meeting or any adjournment 
thereof. There shall be no cumulative voting.

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<PAGE>   8
     Section 10.    Proxies. Every shareholder entitled to vote at a meeting of 
the shareholders or to express consent or dissent to action without a meeting 
may authorize another person or persons to act for him by proxy. Every proxy 
must be signed by the shareholder or his attorney-in-fact and delivered to the 
Secretary at the meeting prior to or during the roll call, or be returned to 
the corporation with the signed consent or dissent to action without a meeting. 
No proxy shall be valid after the date of the next meeting of the shareholders 
or any adjournment thereof. Every proxy shall be revocable at the pleasure of 
the shareholder executing it, except as otherwise provided by law.

     Section 11.    Written Consent of Shareholders. Any action required to be 
taken at a meeting of the shareholders may be taken without a meeting if 
consent in writing setting forth the action so taken shall be signed by all of 
the shareholders entitled to vote with respect to the subject matter thereof.


                                   Article IV
                               Board of Directors


     Section 1.     General. Subject to these By-Laws and any lawful agreement 
between the shareholders, the full and entire management of the affairs and 
business of the Corporation shall be vested in the Board of Directors which 
shall have and may exercise all of the powers that may lawfully be exercised or 
performed by the Corporation, including, but not limited to, the following:

     (a)  the power to grant easements across, over and through the properties 
          of the Corporation;

     (b)  the power to borrow money and to grant mortgages on the properties of 
          the Corporation and any improvements thereon;

     (c)  the power to advertise to the public at large;

     (d)  the power to hire, dismiss, pay and provide benefits to such 
          employees as are necessary for operation of the Corporation; and

     (e)  the power to appoint such committees as the Board shall deem 
          necessary with such powers as the Board shall authorize. Such 
          committees shall include, but not be limited to:

               Finance;
               Audit;
               Personnel and Compensation; and
               Nominations, Corporate Ethics, and Corporate Governance.


                                      - 8 -





<PAGE>   9


     (f)  the power to redeem any or all shares acquired by any Acquiring Person
          pursuant to any Control Share Acquisition at their fair value within
          sixty (60) days thereof, if the Acquiring Person fails to file an
          Acquiring Person's Statement with the corporation within the time
          required by law.

     Section 2.  Qualifications.  Each director shall be at least eighteen (18)
years of age. Directors need not be shareholders nor residents of the State of
South Carolina. The mandatory retirement age for Directors is age 75. Nominees,
under the age of 75, may be elected and re-elected despite their 75th birthday
falling during their elected term; provided, however, a Director who has reached
his 75th birthday must resign at the annual meeting immediately following his or
her 75th birthday.

     Section 3.  Number, Tenure and Election.

     (a)  Number and Tenure.  The Board of Directors shall consist of 14 
          directors. The Board of Directors may, by majority vote, increase or 
          decrease this number; but the number of directorships shall not be 
          less than eleven (11) nor more than fifteen (15). Directors shall be 
          elected for terms of three years or less, the terms overlapping such 
          that the number completing their terms will be as nearly equal as 
          possible from year to year.

     (b)  Nomination.  At least sixty (60) days prior to every annual election 
          of directors, the Board of Directors shall receive the 
          recommendations of the committee responsible for nominations and 
          shall nominate a slate of candidates for Director vacancies with at 
          least as many candidates for election to the Board of Directors as 
          there are directorships to be filled.

     (c)  Election.  Each shareholder shall be entitled to cast one (1) vote 
          per share of stock with voting rights held, for each directorship to 
          be filled. There shall be no cumulative voting. Those directors 
          receiving a majority of the votes cast shall be elected.

     Section 4.  Newly Created Directorships and Vacancies.  Newly created
directorships resulting from an increase in the number of directors or vacancies
occurring in the Board of Directors for any reason may be filled by a vote of a
majority of the directors then in office although less than a quorum exists.
Directors appointed pursuant to this section shall hold office until the next
annual meeting of shareholders and until their successors have been elected and
qualified, or until their death, resignation or removal.

     Section 5.  Quorum.  A majority of the members of the Board 

                                      -9-
<PAGE>   10
of Directors shall constitute a quorum for the transaction of business or of 
any specified item of business.

     Section 6.  Action of the Board of Directors. Unless otherwise required by 
law, the vote of a majority of the members of the Board of Directors present at 
the time of the vote, if a quorum is present at such time, shall be an act of 
the Board of Directors. Each director present and voting shall have one (1) 
equal vote, regardless of the number of shares, if any, which he may hold.

     Section 7.  Resignation and Removal. A director may resign from the Board 
of Directors, at any time, by giving written notice to the Board, the Chairman, 
or the Secretary of the Corporation. Unless otherwise specified in the notice, 
the resignation shall take effect upon receipt thereof by the Board or such 
officer, and the acceptance of the resignation shall not be necessary to make 
it effective. Any director may be removed at any time for cause upon the vote 
of shareholders holding a majority of the outstanding shares with voting 
rights. Any director may be removed at any time without cause upon the vote of 
shareholders holding eighty (80%) percent of the outstanding shares with voting 
rights.

     Section 8.  Place and Time of Board Meetings. The Board of Directors may 
hold its meetings at the principal office of the Corporation or at such other 
places, either within or without the State of South Carolina, as it may from 
time to time determine. If the meeting is held outside the State of South 
Carolina, notice must be given by certified mail, not less than five (5) days 
before the meeting, and such notice shall contain the date, place and purpose 
of the meeting. Regularly scheduled meetings of the Board will be held on the 
third Monday of each month unless changed by an approving vote of the Board.

     Section 9.  Meeting by Conference Call. Members of the Board of Directors 
or any committee designated by such Board may participate in the meeting of the 
Board or committee by means of conference telephone or similar communications 
equipment by which all persons participating in the meeting can hear each other 
at the same time. Such participation shall constitute presence in person at the 
meeting.

     Section 10.  Regular Annual Meeting. The regular annual meeting of the 
Board of Directors shall be held immediately following the annual meeting of 
the shareholders at the place of such annual meeting of the shareholders.

     Section 11.  Notice of Meetings of the Board. Regular meetings of the 
Board may be held without notice at such time and place as the Board shall from 
time to time determine. Special meetings of the Board shall be held upon notice 
to the directors and may be called by the Chairman upon not less than four (4) 
days

                                     - 10 -
<PAGE>   11
notice to each director either personally or by mail, telegraph, telephone, 
cable or wireless, facsimile transmission, courier service, or electronic mail, 
except as provided in Section 8 of this Article with respect to meetings held 
outside of the State of South Carolina. Special meetings shall be called by the 
Chairman or by the Secretary in a like manner upon the written request of at 
least two (2) directors. Notice of a meeting need not be given to any director 
who submits a waiver of notice, either before or after the meeting, or who 
attends the meeting without protesting prior thereto or at its commencement the 
lack of notice to him.

     Section 12.  Adjournment. A majority of the directors present, whether or 
not a quorum is present, may adjourn any meeting to another time and place. 
Notice of the adjournment shall be given to all directors who were absent at 
the time of the adjournment and, unless such time and place are announced at 
the meeting, to all other directors.

     Section 13.  Chairman For Board Meetings. At all meetings of the Board of 
Directors, the Chairman of the Board, if one has been elected, shall preside. 
In the absence of the Chairman, the Vice Chairman shall preside. If no duly 
elected Chairman or Vice Chairman is present, the Directors present shall elect 
a chairman for the meeting.

     Section 14.  Compensation. No compensation shall be paid to directors, as 
such, for their services but, by resolution of the Board, a fixed sum and 
expense for actual attendance at each regular and special meeting of the Board 
may be authorized. Nothing herein contained shall be construed to preclude any 
director from serving the Corporation in any other capacity and receiving 
compensation therefor.

     Section 15.  Presumption of Assent. A director of the Corporation who is 
present at a meeting of the Board of Directors at which action of any corporate 
matter is taken shall be presumed to have assented to the action taken unless 
he shall file his written dissent to such action with the person acting as the 
Secretary of the meeting before the adjournment thereof or shall forward such 
dissent by registered mail to the Secretary of the Corporation immediately 
after the adjournment of the meeting. Such right to dissent shall not apply to 
a director who voted in favor of such action.

     Section 16.  Written Consent of Directors. Any action that may be taken at 
a meeting of the Board of Directors may be taken without a meeting if written 
consent setting forth the action so taken is signed by all the directors 
entitled to vote thereon and is filed with the minutes of the proceedings of 
the Board.

     Section 17.  Advisory Directors. In addition to the members of the Board 
of Directors elected as provided above, the Board of

                                     - 11 -
<PAGE>   12
Directors may appoint any number of advisory directors who may attend all
meetings of the Board of Directors and participate in all discussions at such
meetings; provided, advisory directors may not vote on matters coming before the
Board.


                                   Article V
                                    Officers
                                    

         Section 1.  Number. The Board of Directors shall elect a Chairman who
shall also act as Chairman of the Board of Directors, a Vice-Chairman who shall
also act as Vice-Chairman of the Board of Directors, a Chief Executive officer,
a Secretary, a Treasurer, and one or more assistant officers. Any two or more
offices may be held by the same person, except that the Chairman, Vice Chairman,
and Secretary must be three different persons.

         Section 2.  Election and Term of Office. An officer shall remain in
office until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall
have been removed in the manner hereinafter provided.

         Section 3.  Removal. Any officer may be removed by the Board whenever
in its judgment the best interest of the Corporation will be served thereby. Any
such removal in violation of any written employment agreement with any officer
shall not limit the power of the Board of Directors to remove such officer, but
the corporation shall remain liable to the officer for the payment of all sums
due under any such agreement.

         Section 4.  Execution of Instruments. Contracts, deeds, checks and
other instruments shall be executed by the officer or those officers as shall be
determined by resolution of a majority of the Board of Directors.

         Section 5.  Compensation. The compensation of officers shall be fixed
by resolution of the Board of Directors and may include salary, insurance,
expense accounts, auto expense or other prerequisites deemed appropriate by the
Board.

         Section 6.  Sureties and Bonds. If so required by the Board of
Directors, any officer or agent of the Corporation shall execute a bond in favor
of the Corporation in such sum and with such surety or sureties as the Board may
direct. The bond shall be conditioned upon the officer's or agent's faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting of all property, funds, or securities of the
Corporation which may come into his hands.

         Section 7.  Chairman. The Chairman shall oversee the work of the Board
of Directors and assure that the Board's
                     
                                     - 12 -
<PAGE>   13
responsibilities are carried out, consistent with such policies and procedures
as the Board may adopt. He shall, when present, preside at all meetings of the
shareholders and all meetings of the Board of Directors. He may sign, with the
Secretary or any other proper officer of the Corporation authorized by the Board
of Directors, certificates for shares of the Corporation, and any deeds,
mortgages, bonds, contracts or other instruments which the Board of Directors
authorizes to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by at least a majority of the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed. The Chairman
shall have primary responsibility for shareholder relations and shareholder
communication. He shall represent the Corporation at external functions
requiring Board representation. In general, the Chairman shall perform all
duties incident to the office and such other duties as may be prescribed by the
Board of Directors from time to time.

     Section 8.     Vice Chairman.  In the absence of the Chairman or in the
event of his death, inability or refusal to act, the Vice Chairman, shall
perform the duties of the Chairman and, when so acting, shall have all the
powers of and be subject to all the restrictions that apply to the Chairman. The
Vice Chairman shall perform such other duties as from time to time may be
assigned to him by the Chairman or by the Board of Directors.

     Section 9.     Secretary.  The Secretary shall attend all meetings of the 
Board of Directors and of the shareholders and record all votes and minutes of 
all proceedings in a book or books to be kept for that purpose. He shall keep 
in safe custody the seal of the Corporation and affix it to any instrument when 
authorized, and he shall keep all the documents and records of the Corporation 
as required by law or otherwise in a proper and safe manner. When required, he 
shall prepare or cause to be prepared and available at each meeting of 
shareholders entitled to vote thereat, a list of shareholders indicating the 
number of shares of each respective class held by each. In general, he shall 
perform all duties incident to the office of Secretary and such other duties as 
may be prescribed from time to time by the Chairman or the Board of Directors.

     Section 10.    Treasurer.  The Treasurer shall have the custody of the 
corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in the corporate books. He shall deposit all monies 
and other valuables in the name and to the credit of the Corporation in such 
depositories as may be designated by the Board and disburse the funds of the 
Corporation as may be ordered or authorized by the Board and preserve proper 
vouchers for such disbursements. He shall render to the Chairman and Board at 
the regular meetings of the Board or whenever they require it, an account of 
all of his


                                     - 13 -
<PAGE>   14
transactions as Treasurer and of the financial condition of the Corporation, 
and he shall render a full financial report at the annual meeting of the 
shareholders if so requested by the Board. The Treasurer shall be furnished, at 
his request, with such reports and statements as he may require from the 
corporate officers and agents as to all financial transactions of the 
Corporation. In general, he shall perform all duties as are given to him by 
these By-Laws or as from time to time are assigned to him by the Board of 
Directors or the Chairman.

     Section 11.  Assistant Officers. The Board of Directors may elect (or 
delegate to the Chairman of the Board or to the Chairman the right to appoint) 
such other officers and agents as may be necessary or desirable for the 
business of the Corporation. Such other officers may include one or more 
assistant secretaries and treasurers who have the power and authority to act in 
place of the officer to whom they are elected or appointed as an assistant in 
the event of the officer's inability or unavailability to act in his official 
capacity.

     Section 12.  Chief Executive Officer. The Chief Executive Officer, subject 
to the control of the Board of Directors and any limitations the Board may 
choose to impose, shall direct the business and affairs of the Corporation 
including its subsidiaries.

                                   Article VI
                            Certificates for Shares

     Section 1.  Certificates. Each owner of stock of the Corporation shall be 
entitled to have a certificate, in such form as shall be approved by the Board 
of Directors, certifying the number of shares of stock of the Corporation owned 
by him. The certificates representing shares of stock shall be signed in the 
name of the Corporation by the Chairman or a Vice Chairman and by the Treasurer 
or an assistant Treasurer or by the Secretary or an assistant Secretary of the 
Corporation or a facsimile thereof. Any or all of the signatures upon a 
certificate may be facsimiles if the certificate is countersigned by a transfer 
agent or registered by a registrar other than the Corporation itself or an 
employee of the Corporation. In case any officer who shall have signed such 
certificates shall have ceased to be such officer before such certificate shall 
be issued, they may nevertheless be issued by the Corporation with the same 
effect as if such officers were still in office at the date of their issue.

     Section 2.  Lost or Destroyed Certificates. The Board of Directors may 
direct a new certificate or certificates to be issued in place of any 
certificate or certificates theretofore issued by the Corporation alleged to 
have been lost or destroyed, if permitted by applicable law, upon the making of 
an affidavit of that fact by the person claiming the certificate to be lost or

                                     - 14 -
<PAGE>   15
destroyed. When authorizing such issue of a new certificate or certificates, 
the Board may so long as permitted by applicable law, in its discretion and as 
a condition precedent to the issuance thereof, require the owner of such lost 
or destroyed certificate or certificates or his legal representative, to 
advertise the same in such manner as it shall require and give the Corporation 
a bond in such sum and with such surety or sureties as it may direct as 
indemnity against any claim that may be made against the Corporation with 
respect to the certificate alleged to have been lost or destroyed.

     Section 3.  Transfer of Shares. Transfers of shares of stock of the 
Corporation shall be made on the stock records of the Corporation only upon 
authorization by the registered holder thereof, or by his attorney thereunto 
authorized by a power of attorney duly executed and filed with the Secretary or 
with a transfer agent or a transfer clerk, and on surrender of the certificate 
or certificates for such shares properly endorsed or accompanied by a duly 
executed stock transfer power. The Corporation shall be entitled to treat the 
holder of record of any share as the holder in fact thereof and, accordingly, 
shall not be bound to recognize any equitable or other claim to or interest in 
such share on the part of any other person whether or not it shall have express 
or other notice thereof except as expressly provided by the laws of South 
Carolina.

     Section 4.  Restrictions on Stock Certificates. The transfer of shares in 
the Corporation shall be restricted. A legend evidencing the restrictions on 
transfer, including restrictions regarding state and federal securities laws 
shall be placed on the back of each stock certificate. A legend regarding the 
preferences, privileges, restrictions and rights granted to or imposed upon any 
classes of stock may also be placed on the back of each stock certificate.

                                  Article VII
                               General Provisions

     Section 1.  Seal. The seal of the Corporation shall be in such form as the 
Board of Directors may from time to time determine. In the event that it is 
inconvenient to use such a seal at any time, the signature of the Corporation 
following the words "seal" enclosed in parenthesis shall be deemed the seal of 
the Corporation. The seal shall be in the custody of the Secretary.

     Section 2.  Indemnification and Insurance. The Corporation shall indemnify 
every officer and director against any and all expenses, including attorney's 
fees, reasonably incurred by or imposed upon any officer or director in 
connection with any action, suit or other proceeding (including settlement of 
any suit or proceeding if approved by the then Board of Directors) to which he

                                     - 15 -
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or she may be a party by reason of having been an officer or director. The 
officers and directors shall not be liable for any mistake of judgment, 
negligent or otherwise, except for their own individual or willful misfeasance, 
malfeasance, misconduct or bad faith. The officers and directors shall have no 
personal liability with respect to any contract or other commitment made by the 
Board, in good faith, on behalf of the Corporation (except to the extent that 
such officers or directors may also be shareholders of the Corporation), and 
the Corporation shall indemnify and forever hold each such officer and director 
free and harmless against any and all liability to others on account of any 
such contract or commitment. Any right to indemnification provided for herein 
shall not be exclusive of any other rights to which any officer or director, or 
former officer or director, may be entitled. The Corporation shall maintain 
adequate general liability and officers and directors liability insurance to 
fund this obligation, if such insurance is available at a reasonable cost as 
determined by the Board of Directors.

     Section 3.     References to Articles of Incorporation.  References to the 
Articles of Incorporation of the Corporation in these By-Laws shall include all 
amendments thereto unless otherwise stated.

     Section 4.     Fiscal Year.  The fiscal year of the Corporation shall be 
determined by resolution by the Board of Directors.

     Section 5.     By-Laws Amendments.  These By-Laws may be amended by the 
affirmative vote of a majority of the Board of Directors or by the affirmative 
vote of shareholders holding a majority of the votes eligible to be cast and 
present or represented by proxy at a duly called meeting of the shareholders; 
provided, no amendment to the By-Laws adopted by a vote of the shareholders in 
the manner provided above may be modified by the Board of Directors.


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