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                                                                     EXHIBIT 3.3


         The following resolution was adopted by the Board of Directors of
Allied Holdings, Inc. effective March 21, 2000:



         RESOLVED, that the By-laws of the Corporation are hereby amended by
deleting in its entirety Article Ten thereof and renumbering the remaining
Articles and Sections of the By-laws accordingly.

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AMENDED BYLAWS

                                       OF
                              ALLIED HOLDINGS, INC.

                         EFFECTIVE AS OF MARCH 21, 2000


                                   ARTICLE ONE
                                     OFFICES

         1.1 Offices. 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 determine or the business of the Corporation may require or make
desirable.


                                   ARTICLE TWO
                             SHAREHOLDERS' MEETINGS

         2.1 Place of Meetings. All meetings of the Shareholders shall be held
at the principal offices of the Corporation, or at such other place as may be
determined from time to time by the Board of Directors.

         2.2 Annual Meetings. The annual meeting of the Shareholders shall be
held each year on a date and at a time determined by the Board of Directors of
the Corporation, at which the Shareholders shall elect, by a majority vote of
the outstanding common stock, subject to the rights, if any, of the holders of
preferred stock, a Board of Directors and transact such other business as may
properly be brought before the meeting.

         2.3 Special Meetings. 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 Board of Directors, the Chairman or the
Chief Executive Officer of the Corporation, or at the request in writing of
Shareholders owning not less than sixty-six and two-thirds percent (66.67%) of
the outstanding shares of the Corporation entitled to vote in an election of
directors. Such request shall state the purpose or purposes of the proposed
meeting.

         2.4 Notice. 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, no fewer than ten (10)
nor more than sixty (60) 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 is called. Notice of any
meeting of Shareholders shall not be required to be given to any Shareholder
who, in person or by such Shareholder's attorney so 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 the manner in which it has been called or convened,
except when a Shareholder attends a meeting solely for the purpose



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of stating, at the beginning of the meeting, any such objection or objections to
the transaction of business. Notice of any adjourned meeting need not be given
otherwise than by announcement at the meeting at which the adjournment is taken.

         2.5 Quorum of Shareholders. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, 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 the 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 Voting and Proxy. At every meeting of the Shareholders, including
(but without limiting 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 (11) months from its date, unless said proxy provides for a
longer period (but no proxy shall be of unlimited duration). Each Shareholder
shall have one (1) vote for each share of stock having voting power, registered
in such Shareholder's 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 Action Taken by Shareholders Without a Meeting. 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.

         2.8 Proposed Actions. Any proposal for action to be presented by any
Shareholder at any annual or special meeting of shareholders, other than a
nomination for director which must be made in accordance with Section 3.5 of
these Bylaws, shall be out of order unless specifically described in the
Corporation's notice to all Shareholders of the meeting and the matters to be
acted upon thereat, or unless the proposal shall have been submitted in writing
to the Secretary of the Corporation and received at the principal executive
offices of the Corporation at least sixty (60) days prior to the date of the
annual or special meeting regarding such proposal, and such proposal is, under
law, an appropriate subject for shareholder action.

         2.9 Inspectors. Before any meeting of Shareholders, the Board of
Directors shall appoint one or more persons, other than nominees for office,
directors or Shareholders, to act as inspector(s) of election at the meeting or
its adjournment. An inspector may be an officer or employee of the Corporation.
If any person appointed as inspector fails to appear or fails or



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refuses to act, the chairman of the meeting shall appoint a person to fill that
vacancy. The inspector shall:

         (a)      Ascertain the number of shares outstanding and the voting
                  power of each;

         (b)      Determine the shares represented at a meeting;

         (c)      Determine the validity of proxies and ballots;

         (d)      Count all votes;

         (e)      Determine the result; and

         (f)      Make a written report of his or her findings.


                                  ARTICLE THREE
                                    DIRECTORS

       3.1 Powers of Directors. Except as may be otherwise provided by any
legal agreement among Shareholders, the property and business of the Corporation
shall be managed by its Board of Directors. In addition to the powers and
authority expressly conferred upon the Board of Directors by these Bylaws, 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 Number of Directors, Election and Term. The number of members of
the Board of Directors of the Corporation shall be eleven (11) directors, unless
a greater or lesser number of directors shall be fixed from time to time by the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66.67%) of the outstanding shares of common stock entitled to vote for the
election of directors or upon the affirmative vote of a majority of the Board of
Directors, subject to the rights, if any, of the holders of preferred stock then
outstanding. The directors shall be divided into three (3) classes as nearly
equal in number as possible, with the directors in each class to hold office
until their successors are elected and qualified. Any increase or decrease in
the number of directors shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. At each annual meeting of
shareholders of the Corporation, the successors to the class of directors whose
term shall then expire shall be elected to hold office for a three (3) year
term.

         3.3 Vacancies. Any vacancy in the Board of Directors resulting from the
death, resignation or retirement of a director, or any other cause other than an
increase in the number of directors, shall be filled by a majority vote of the
remaining directors, though less than a quorum, for a term corresponding to the
unexpired term of the new director's predecessor in office. When the number of
directors is increased and any newly created directorships are filled by the



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Board of Directors, the terms of the additional directors shall expire at the
next election of directors by the shareholders.

         3.4 Removal. Any or all of the directors of the Corporation may be
removed from office by the shareholders at any annual or special meeting of
Shareholders of the Corporation, the notice of which shall state that the
removal of a director or directors is among the purposes of the meeting, but
only for cause, by the affirmative vote of at least sixty-six and two-thirds
percent (66.67%) of the outstanding shares of common stock of the Corporation,
subject to the rights, if any, of the holders of preferred stock then
outstanding.

         3.5 Nominations. Subject to the rights, if any, of the holders of
preferred stock then outstanding, only persons who are nominated in accordance
with the following provisions shall be eligible for election as directors:
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of Shareholders by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the Board of
Directors, or by any Shareholder of the Corporation entitled to vote for the
election of directors at the meeting of Shareholders who complies with the
notice procedures set forth in this Section 3.5. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a Shareholder's notice must be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less than sixty (60) days
prior to the scheduled annual meeting of Shareholders, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than sixty (60) days' notice or prior public
disclosure of the date of the scheduled annual meeting of Shareholders is given
or made, notice by the Shareholder, to be timely, must be so delivered or
received not later than the close of business on the tenth (10th) day following
the earlier of the day on which such notice of the date of the scheduled annual
meeting of Shareholders was mailed or the day on which such public disclosure
was made. A Shareholder's notice to the Secretary shall set forth, as to each
person whom the Shareholder proposes to nominate for election or reelection as a
director, the following:

         3.5.1    the name, age, business address and residence address of the
                  person;

         3.5.2    the principal occupation or employment of the person;

         3.5.3    the class and number of shares of stock of the Corporation
which are beneficially owned by the person; and

         3.5.4    any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of directors pursuant
to Rule 14a under the Securities Exchange Act of 1934, as amended.



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         A Shareholder's notice to the Secretary shall also set forth, as to the
Shareholder giving the notice:

         (i)      the name and address, as they appear on the Corporation's
books, of the Shareholder; and

         (ii)     the class and number of shares of the Corporation's stock
which are beneficially owned by the Shareholder on the date of such Shareholder
notice.

         3.6 Determination of Validity of Nominations. The Corporation may
require any nominee under Section 3.5 of these Bylaws to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as director of the Corporation.
The presiding officer of the annual meeting shall determine and declare at the
annual meeting whether a nomination was made in accordance with the terms of
Section 3.5. If the presiding officer determines the nomination was not made in
accordance with the terms of Section 3.5, he or she shall so declare at the
annual meeting and any such defective nomination shall be disregarded.

         3.7 Qualifications. Directors shall be natural persons of the age of
eighteen (18) or over. Directors need not be residents of the State of Georgia
or shareholders of the Corporation.

         3.8 Place of Meetings. 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.

         3.9 Compensation of Directors. Directors shall be paid such
compensation for attendance at regular or special meetings of the Board of
Directors and of any special or standing committees thereof as may, from time to
time, be determined by resolution of the Board of Directors.


                                  ARTICLE FOUR
                                   COMMITTEES

         4.1 Executive Committee. The Board of Directors may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee of
two (2) or more directors.

         4.1.1 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 such member's election and until such member's
successor member of the Executive Committee is elected, or until such member's
death, resignation or removal, or until such member shall cease to be a
director.

         4.1.2 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 the business 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



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seal of the Corporation to be affixed to all papers which may require it;
provided, however, that the Executive Committee shall not have the power to
amend or repeal any resolution of the Board of Directors that by its terms shall
not be subject to amendment or repeal by the Executive Committee, and the
Executive Committee shall not have the authority of the Board of Directors in
reference to (1) amending the Articles of Incorporation or Bylaws of the
Corporation; (2) adopting a plan of merger or consolidation; (3) the sale,
lease, exchange or other disposition of all or substantially all of the property
and assets of the Corporation; or (4) a voluntary dissolution of the Corporation
or a revocation of any such voluntary dissolution.

              4.1.3 The Executive Committee shall meet from time to time on call
of the Chairman, Chief Executive Officer or of any two (2) 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 to the extent that action shall have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.

              4.1.4 The Executive Committee shall act by majority vote of its
members.

              4.1.5 The Board of Directors, by resolution adopted in accordance
with Section 4.1 of this Article, may designate one (1) 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 Other Committees. The Board of Directors, by resolution adopted by
a majority of the entire Board, may designate one (1) or more additional
committees, each committee to consist of three (3) or more of the directors of
the Corporation, which shall have such name or names and shall have and may
exercise such powers of the Board of Directors in the management of the business
and affairs of the Corporation, except the powers denied to the Executive
Committee, as may be determined from time to time by the Board of Directors.

         4.3 Board of Director Control of Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, shall have power at any
time to remove any member of any 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 Regular Meetings. 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.



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         5.2 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman or Chief Executive Officer on not less than two (2) days
notice, given, in accordance with Section 9.1 of these Bylaws, to each director
and shall be called by the Chairman, Chief Executive Officer or the Secretary in
like manner and on like notice on the written request of any two (2) 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 meeting.

         5.3 Notice Need Not State Purpose. No notice of any meeting of the
Board of Directors need state the purposes thereof.

         5.4 Meetings via Conference Telephone or Similar Communications
Equipment. Any meeting, regular or special, may be held by conference telephone,
electronic video screen communication or other communications equipment, if (1)
each member participating in the meeting can communicate with all of the other
members concurrently, and (2) each member is provided the means of participating
in all matters before the Board of Directors, including without limitation the
capacity to propose, or to interpose an objection to, a specific action to be
taken by the Corporation. Participation in a meeting as permitted by this
Section 5.4 shall constitute presence in person at such meeting.

         5.5 Quorum and Voting. At all meetings of the Board of Directors, the
presence of a majority of the number of directors in office 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 of directors
shall be present. Notice of any adjourned meeting need only be given by
announcement at the meeting at which the adjournment is taken.

         5.6 Action Taken By Directors Without a Meeting. 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 the
minutes of the proceedings of the Board or committee.


                                   ARTICLE SIX
                                    OFFICERS

         6.1 Enumeration. The Board of Directors at its first meeting after each
annual meeting of Shareholders shall appoint the following officers: a Chairman,
one or more Vice Chairmen, a President, a Secretary and a Treasurer. In
accordance with the terms and conditions set forth in the succeeding sections of
this Article Six, one of such officers shall be designated Chief Executive
Officer and one shall be designated Chief Operating Officer. The Board of
Directors at any time and from time to time may appoint such other officers as
it shall deem necessary or desirable, including, without limitation, one or more
Vice Presidents (one or more of whom may be designated Executive Vice President
and one or more of whom may be



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designated Senior Vice President), one or more Assistant Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant Secretaries, who 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. The Chief Executive Officer may
appoint one or more Assistant Secretaries or Assistant Treasurers, from time to
time, for administrative convenience, who shall have a term expiring at the next
annual election of officers and who shall have such duties as shall be specified
by the Chief Executive Officer.

         6.2 Qualifications. Any person may hold any two or more offices. No
officer needs to be a shareholder.

         6.3 Compensation. The salaries of the officers of the Corporation shall
be fixed by the Board of Directors based on the advice of the Compensation
Committee, except that the Board of Directors may delegate to any officer or
officers the power to fix the compensation of any officer appointed in
accordance with the second sentence of Section 6.1 of these Bylaws.

         6.4 Term. 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. Any officers may be removed by a majority vote of the
Board of Directors whenever in its judgment the best interest of the Corporation
will be served thereby.

         6.5 Chairman. The Corporation shall have a Chairman who shall call
meetings of the Shareholders, the Board of Directors and the Executive Committee
to order and shall act as chairman of such meetings. The Chairman shall also be,
ex officio, a member of all standing committees, unless otherwise provided in
the resolution appointing the same; shall serve as adviser to the officers of
the Corporation at the request of the Board of Directors; and, shall have such
other duties and powers as may, from time to time, be delegated by the Board of
Directors. In the absence or disability of the Chief Executive Officer, or in
the event of, and during the period of, a vacancy in such office, the Chairman
shall also be the Chief Executive Officer.

         6.6 Vice Chairman. The Corporation shall have one or more Vice
Chairmen, the exact number of whom shall be determined from time to time by the
Board of Directors. Each Vice-Chairman shall report to the Chief Executive
Officer of the Corporation and shall have such duties and powers as may, from
time to time, be delegated by the Chief Executive Officer or the Board of
Directors.

         6.7 Chief Executive Officer. The Board of Directors shall designate
either the Chairman or one of the Vice-Chairmen to be the Chief Executive
Officer of the Corporation. The Chief Executive Officer shall, subject to the
provisions of these Bylaws and to the discretion of the Board of Directors, have
ultimate authority for decisions relating to the general management and control
of the affairs and business of the Corporation and shall have all duties and
powers commonly incident to the position of Chief Executive Officer or which
are, or from time to time may be, delegated to him by the Board of Directors or
which are or may at any time be authorized or required by law. He shall be, ex
officio, a member of all standing committees, unless otherwise provided in the
resolution appointing the same. He may redelegate from time to time and to the
full extent permitted by law, in writing, to officers or employees of the



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Corporation any or all of such duties and powers, and any such redelegation may
be either general or specific. Whenever he shall so delegate any of his
authority, he shall file a copy of the redelegation with the Secretary of the
Corporation. In the absence or disability of the Chairman, or in the event of,
and during the period of, a vacancy in such office, the Chief Executive Officer
shall perform the duties of the Chairman.

         6.8 President. The Corporation shall have a President, who shall be the
chief operating officer of the Corporation (the "Chief Operating Officer") and
shall have such duties and powers as shall, from time to time, be determined by
the Chief Executive Officer.

         6.9 Vice Presidents. The Vice Presidents shall have such duties and
powers as the Chief Executive Officer or Chief Operating Officer shall request
or delegate. One or more Vice Presidents may be designated, by the Board of
Directors, Executive Vice President, Senior Vice President or such other
distinguishing designation as may be deemed desirable which may reflect
seniority, duties or responsibilities of such Vice President; each such Vice
President shall have such additional duties and powers as are prescribed by the
Chief Executive Officer, Chief Operating Officer or Board of Directors. The
Assistant Vice Presidents shall have such powers and duties as may be prescribed
from time to time by the Chief Executive Officer.

         6.10 Secretary. The Secretary shall attend all meetings 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 standing committees when required. The Secretary
shall give, or cause to be given, any notice required to be given of any
meetings of the Shareholders and of the Board of Directors, and in general,
shall perform all the duties incident to the office of a secretary to a
corporation, and such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer, under whose supervision the Secretary
shall be. The Secretary shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors or the Chief Executive Officer,
shall affix the seal to any instrument requiring it and by his or her signature
attest the seal or shall cause the signature of the Treasurer to attest the
seal. The Assistant Secretary or Assistant Secretaries shall, in the absence or
disability of the Secretary, or at his or her request, perform the Secretary's
duties and powers.

         6.11 Treasurer. The Treasurer shall be the Chief Financial Officer of
the Corporation and 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 of Directors. The Treasurer shall
render to the Chief Executive Officer and the Board of Directors, whenever
requested, an account of the financial condition of the Corporation, and in
general, shall perform all the duties incident to the office of a treasurer of a
corporation, and such other duties as may be assigned to him or her by the Board
of Directors or the Chief Executive Officer, under whose supervision the
Treasurer shall be. The Assistant Treasurer or Assistant Treasurers shall, in
the absence or disability of the Treasurer, or at his or her request, perform
the Treasurer's duties and exercise the Treasurer's duties and powers.



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         6.12 Delegation of Duties. 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 delegate, for the time being, any or all
of the duties or powers of such officer to any other officer or to any director.


                                  ARTICLE SEVEN
                                  CAPITAL STOCK

         7.1 Certificates for Shares. The interest of each Shareholder shall be
evidenced by a 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, if applicable, the par value of each share or a statement
that the shares are without par value. Each certificate shall be signed by the
Chief Executive Officer and the Secretary or the Treasurer and shall be sealed
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 facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be delivered as though the person
or persons who signed such certificate or certificates or whose facsimile
signatures shall have been used thereon had not ceased to be such officer or
officers.

         7.2 Shareholders List. The Corporation shall keep a record of the
Shareholders of the Corporation which readily shows, in alphabetical order or by
alphabetical index, the names of the Shareholders entitled to vote, with the
addresses of and the number of shares held by each. Said record shall be
presented at all meetings of the Shareholders.

         7.3 Transfer of Shares of Stock. Transfers of stock shall be made on
the books of the Corporation only by the person named in the certificate, or by
attorney lawfully constituted in writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 7.8 of these Bylaws.

         7.4 Closing of Stock Transfer Books. 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 not to exceed sixty (60) 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



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of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.

         7.5 Record Date. 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 sixty (60) days,
and in case of a meeting of Shareholders, not less than ten (10) days, prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken.

         7.6 Reliance. 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.

         7.7 Transfer Agent and Registrar. The Board of Directors may appoint
one (1) or more transfer agents and one(1) or more registrars and may require
each stock certificate to bear the signature or signatures of a transfer agent
or a registrar, or both.

         7.8 Lost Certificates. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall make a written affidavit or written 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 (1) 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

         8.1 Books and Records. The Board of Directors shall have power to
determine which accounts and books of the Corporation, if any, shall be open to
the inspection of Shareholders, except such as may by law be specifically open
to inspection, and shall have power to fix reasonable rules and regulations not
in conflict with the applicable law for the inspection of accounts and books
which by law or by determination of the Board of Directors shall be open to
inspection, and the Shareholders' rights in this respect are and shall be
restricted and limited accordingly.

         8.2 Fiscal Year. The fiscal year of the Corporation shall end on a day
and date to be determined by the Board of Directors.

         8.3 Corporate Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time determine.



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<PAGE>   13

                                  ARTICLE NINE
                          NOTICES AND WAIVER OF NOTICE

         9.1 Notice to Shareholders. Except as otherwise specifically provided
in these Bylaws, whenever under the provisions of these Bylaws notice is
required to be given to any shareholder, it shall not be construed to mean
personal notice, but such notice may be given either by personal notice or by
cable or telegraph, or by mail by depositing the same in the post office or
letter box in a postpaid sealed wrapper, or by overnight courier service,
addressed to such Shareholder, 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 Notice to Directors, Officers or Committee Members. Except as
otherwise specifically provided in these Bylaws, whenever under the provisions
of these Bylaws notice is required to be given to any director, officer, or
committee member, it shall not be construed to mean personal notice, but such
notice may be given either by personal notice or by cable, telegraph, facsimile,
telephone, electronic mail message or by mail by depositing the same in the post
office or letter box in a postpaid sealed wrapper, or by overnight courier
service, addressed to such officer, director or committee member 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. As used herein,
notice by telephone shall be deemed to include a voice messaging system or other
system or technology designed to record and communicate messages, or wireless,
to the recipient, including the recipient's designated voice mailbox or address
on such a system.

         9.3 Waiver. 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, cable,
telecopy or facsimile, shall be deemed equivalent thereto. No notice of any
meeting need be given to any person who shall attend such meeting.


                                   ARTICLE TEN
                                   AMENDMENTS

         10.1 Amendments by Directors or Shareholders. The authority to make,
amend, alter, change or repeal the Bylaws of the Corporation is hereby expressly
and solely granted to and vested in the Board of Directors of the Corporation
with any such amendment to be adopted by majority vote of the Board of
Directors, subject always to the power of shareholders to make, amend, alter,
change or repeal the Bylaws of the Corporation by the affirmative vote of
holders of sixty-six and two-thirds percent (66.67%) of the outstanding shares
of common stock of the Corporation, subject to the rights, if any, of the
holders of preferred stock.



                                       13
<PAGE>   14

                                 ARTICLE ELEVEN
                                INDEMNIFICATION

         11.1 Obligation to Indemnify. The Corporation shall indemnify or
obligate itself to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the Corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in a manner he reasonably
believed in good faith to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not meet the standard of conduct set forth
above. Indemnification permitted under this Section in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

         11.2 Authority to Indemnify for Expenses. Under the circumstances
prescribed in Section 11.3, the Corporation shall have the power to indemnify
and hold harmless any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Superior Court or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of the liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Superior Court or such other court shall deem proper.

         11.3 Expenses. To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections 11.1 or 11.2,
or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

         11.4 Standards of Conduct. Except as provided in Section 11.3 and
except as may be ordered by the court, the Corporation may not indemnify a
director, officer, employee or agent under Section 11.1 or Section 11.2 unless
authorized thereunder and a determination has been



                                       14
<PAGE>   15

made in the specific case that indemnification of the director, officer,
employee or agent is permissible under the circumstances because he or she has
met the standard of conduct set forth in Section 11.1. The determination shall
be made:

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

                  (2) If a quorum cannot be obtained, by a 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 (2) or more
directors not at the time parties to the proceeding;

                  (3) By special legal counsel (i) selected by the Board of
Directors or its committee in the manner prescribed in Section 11.4(1) or
11.4(2) of this Section, or (ii) if a quorum of the Board of Directors cannot be
obtained and a committee cannot be designated or selected by majority vote of
the full Board of Directors (in which selection directors who are parties may
participate); or

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

         11.5 Advancement of Expenses. Expenses incurred in defending a civil or
criminal action, suit, or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit, or proceeding if (1) he or she
furnishes the Corporation written affirmation of his or her good faith belief
that he or she has met the standard of conduct set forth in Section 11.1 and (2)
he or she furnishes the Corporation a written undertaking to repay such amount
if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Section or otherwise
pursuant to the laws of Georgia.

         11.6 Rights Cumulative. The indemnification and advancement of expenses
provided or granted pursuant to this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any statute, agreement, vote of disinterested
directors, or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office. Any indemnification,
whether required under this Bylaw or permitted by statute or otherwise, shall
continue as to a person who has ceased to be a director, officer, or employee
and shall inure to the benefit of the heirs, executors, and administrators of
such person.

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



                                       15
<PAGE>   16

         11.8 Notice of Payments. If any expenses or other amounts are paid by
way of indemnification, otherwise than by court order or by an insurance carrier
pursuant to insurance maintained by the Corporation, not later than the next
annual meeting of shareholders, unless such meeting is held within three (3)
months from the date of' such payment, and in any event, within fifteen (15)
months from the date of such payment, shall send in accordance with the manner
specified in the Official Code of Georgia Annotated Section 14-2-705 to its
shareholders of record a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation or
threatened litigation.

         11.9 Binding on Successors. For purposes of this Article Eleven,
references to "the Corporation" shall include, in addition to the surviving or
new corporation, any merging or consolidating corporation (including any merging
or consolidating corporation of a merging or consolidating corporation) absorbed
in a merger or consolidation so that any person who is or was a director,
officer, employee or agent of such merging or consolidating corporation, or is
or was serving at the request of such merging or consolidating corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article Eleven with respect to the resulting or surviving
corporation as he or she would if he or she had served the resulting or
surviving corporation in the same capacity.


                                 ARTICLE TWELVE
                              BUSINESS COMBINATIONS

         12.1 Fair Price Statute. Effective as of July 28, 1993, the provisions
of the Georgia Business Corporation Code's Fair Price Statute (Sections
14-2-1110 to 14-2-1113) shall apply to the Corporation.

         12.2 Business Combination Statute. Effective as of July 28, 1993, the
provisions of the Georgia Business Corporation Code's Business Combination
Statute (Sections 14-2-1131 to 14-2-1133) shall apply to the Corporation.


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