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                                                                     EXHIBIT 3.6

                                     BYLAWS

                                       OF

                              POST PROPERTIES, INC.
                (as Amended and Restated as of November 5, 2003)

                                    ARTICLE I

                                  SHAREHOLDERS

                  SECTION 1. ANNUAL MEETING. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place,
either within or without the State of Georgia, on such date, and at such time,
as the Board of Directors may by resolution provide, or if the Board of
Directors fails to provide, then such meeting shall be held at the principal
office of the Corporation at 10:00 a.m., local time, on the fourth Tuesday in
April of each year, if not a legal holiday under the laws of the State of
Georgia, and if a legal holiday, on the next succeeding business day. The Board
of Directors may specify by resolution prior to any special meeting of
shareholders held within the year that such meeting shall be in lieu of the
annual meeting.

                  SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the Board of Directors, by the Chairman of the
Board of Directors, by the President, or by the Corporation upon the written
request (which request shall set forth the purpose or purposes of the meeting)
of the shareholders of record (as established pursuant to Section 6(b) of
Article I of these Bylaws) of outstanding shares representing more than 50% of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Special meetings of the shareholders called in
accordance with this Section 2 may be held at such place, either within or
without the State of Georgia, as is determined by the Board of Directors and
stated in the call and notice thereof. If such meeting is called at the request
of shareholders as provided in this Section 2, then the Board of Directors shall
take action within 45 days of the "Determination Date" (as defined in Section
6(b) of Article I of these Bylaws) to set the date of such meeting, which date
shall be not later than 120 days after the Determination Date. If the Board of
Directors does not act within 45 days after the Determination Date to call such
a meeting as provided in this Section 2, then the shareholder or shareholders
making the request for such meeting may do so.

                  SECTION 3. NOTICE OF MEETINGS. A written or printed notice
stating the place, day and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or mailed by the Secretary of the Corporation to each holder of record
of stock of the Corporation at the time entitled to vote, at his address as it
appears upon the records of the Corporation, not less than 10 nor more than 60
days prior to such meeting. If the Secretary fails to give such notice within
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20 days after the call of a meeting, the person calling or requesting such
meeting, or any person designated by them, may give such notice. Notice of such
meeting may be waived in writing by any shareholder. Notice of any adjourned
meeting of the shareholders shall not be required if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken, unless the Board of Directors sets a new record date for such meeting
in which case notice shall be given in the manner provided in this Section 3.

                  SECTION 4. QUORUM AND SHAREHOLDER VOTE. A quorum for action on
any subject matter at any annual or special meeting of shareholders shall exist
when the holders of shares entitled to vote a majority of the votes entitled to
be cast on such subject matter are represented in person or by proxy at such
meeting. If a quorum is present, the affirmative vote of such number of shares
as is required by the Georgia Business Corporation Code (as in effect at the
time the vote is taken), for approval of the subject matter being voted upon,
shall be the act of the shareholders, unless a greater vote is required by the
Articles of Incorporation or these Bylaws. If a quorum is not present, a meeting
of shareholders may be adjourned from time to time by the vote of shares having
a majority of the votes of the shares represented at such meeting, until a
quorum is present. When a quorum is present at the reconvening of any adjourned
meeting, and if the requirements of Section 3 of this Article I have been
observed, then any business may be transacted at such reconvened meeting in the
same manner and to the same extent as it might have been transacted at the
meeting as originally noticed.

                  SECTION 5. PROXIES. A shareholder may vote either in person or
by proxy duly executed in writing by the shareholder. Unless written notice to
the contrary is delivered to the Corporation by the shareholder, a proxy for any
meeting shall be valid for any reconvention of any adjourned meeting.

                  SECTION 6. FIXING RECORD DATE.

                           (a)      Except as provided in paragraph (b) of this
Section 6, 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 shall have the
power to fix a date, which date shall not be more than 70 days prior to the date
on which the particular action requiring a determination of shareholders is to
be taken, as the record date for any such determination of shareholders. A
record date for the determination of shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof shall not be set
less than 10 days prior to such meeting; provided that the record date for the
determination of shareholders entitled to notice of or to vote at any special
meeting of shareholders called by the Corporation at the request of holders of
shares pursuant to Section 2 of Article I hereof or any adjournment thereof
shall be set by action of the Board of Directors which action shall be taken not
more than 45 days after the "Determination Date" (as defined in paragraph (b) of
this Section 6), and provided further that such record date shall not be more
than 70 days prior to date of such special meeting. In any case where a record
date is set, under any provision of this Section 6, only shareholders of record
on the said date

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shall be entitled to participate in the action for which the determination of
shareholders of record is made, whether the action is payment of a dividend,
allotment of any rights or any change or conversion or exchange of capital stock
or other such action, and, if the record date is set for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, only
such shareholders of record shall be entitled to such notice or vote,
notwithstanding any transfer of any shares on the books of the Corporation after
such record date.

                           (b)      (i) In order that the Corporation may
determine the shareholders entitled to request a special meeting of the
shareholders or a special meeting in lieu of the annual meeting of the
shareholders pursuant to Section 2 of Article I hereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders request such a special
meeting shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall, within 10 business
days after the date on which such a request is received, adopt a resolution
fixing the record date. If no record date has been fixed by the Board of
Directors within 10 business days after the date on which such a request is
received, the record date for determining shareholders entitled to request such
a special meeting shall be the first day on which a signed written request
setting forth the request to fix a record date is delivered to the Corporation
by delivery to its principal place of business, or any officer or agent of the
Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded.

                                    (i)      Every written request for a special
         meeting shall bear the date of signature of each shareholder who signs
         the request and no such request shall be effective to request such a
         meeting unless, within 70 days after the record date established in
         accordance with paragraph (b)(i) of this Section, written requests
         signed by a sufficient number of record holders as of such record date
         to request a special meeting in accordance with Section 2 of Article I
         hereof are delivered to the Corporation in the manner prescribed in
         paragraph (b)(i) of this Section.

                                    (ii)     In the event of the delivery, in
         the manner provided by this Section, to the Corporation of the
         requisite written request or requests for a special meeting and/or any
         related revocation or revocations, the Corporation shall engage
         nationally recognized independent inspectors of elections for the
         purpose of promptly performing a ministerial review of the validity of
         the requests and revocations. For the purpose of permitting a prompt
         ministerial review by the independent inspectors, no request by
         shareholders for a special meeting shall be effective until the earlier
         of (i) five business days following delivery to the Corporation of
         requests signed by the holders of record (on the record date
         established in paragraph (b)(i) of this Section)

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         of the requisite minimum number of shares that would be necessary to
         request such a meeting under Section 2 of Article I hereof, or (ii)
         such date as the independent inspectors certify to the Corporation that
         the requests delivered to the Corporation in accordance with this
         Article represent at least the minimum number of shares that would be
         necessary to request such meeting (the earlier of such dates being
         herein referred to as the "Determination Date"). Nothing contained in
         this paragraph shall in any way be construed to suggest or imply that
         the Board of Directors or any shareholder shall not be entitled to
         contest the validity of any request or revocation thereof, whether
         during or after such five business day period, or to take any other
         action (including, without limitation, the commencement, prosecution or
         defense of any litigation with respect thereto).

                                    (iii)    Unless the independent inspectors
         shall deliver, on or before the Determination Date, a certified report
         to the Corporation stating that the valid requests for a special
         meeting submitted pursuant to paragraph (iii) above represent less than
         the requisite minimum number of shares that would be necessary to
         request a special meeting under Section 2 of Article I hereof, the
         Board of Directors shall, within five business days after the
         Determination Date, adopt a resolution calling a special meeting of the
         shareholders and fixing a record date for such meeting, in accordance
         with Section 6(a) of Article I of these Bylaws.

                  SECTION  7. NOTICE OF SHAREHOLDER BUSINESS AND SHAREHOLDER
NOMINEES.

                           (a)      At an annual meeting of the shareholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any shareholder of the Corporation who
(i) is a shareholder of record on the date of the giving of the notice provided
for in this Section 7(a) and on the record date for the determination of
shareholders entitled to vote at such meeting and (ii) complies with the notice
procedures set forth in this Section 7(a) and only to the extent that such
business is appropriate for shareholder action under the provisions of the
Georgia Business Corporation Code. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof 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 ninety (90) days
nor more than one hundred twenty (120) days prior to the anniversary date of the
preceding year's annual meeting of shareholders, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if and only if the annual meeting is not scheduled to be
held within a period that commences 25 days before such anniversary date and
ends 25 days after such anniversary date, such shareholder's notice must be
delivered by the tenth (10th) day following the day on which the date of the
annual meeting is publicly disclosed or notice

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of the date of the annual meeting was mailed, whichever occurs first. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and record
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of each class of capital stock
of the Corporation which are owned beneficially or of record by the shareholder,
(d) a description of all arrangements or understandings between such shareholder
and any other person or persons (including their names) relating to such
business and any financial or other material interest of the shareholder in such
business and (e) a representation that such shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and that such
shareholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting. Notwithstanding anything in the Bylaws
to the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7. At an annual
meeting, the Chairman shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 7, and if he should so determine, he shall
so declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted.

                           (b)      Except for Directors who are elected by
Directors pursuant to the provisions of Section 9 of Article II of these Bylaws,
only persons who are nominated in accordance with the procedures set forth in
this Section 7(b) 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 (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) by any shareholder of the
Corporation entitled to vote for the election of Directors at the meeting who
(i) is a shareholder of record on the date of the giving of the notice provided
for in this Section 7(b) and on the record date for the determination of
shareholders entitled to vote at such meeting and (ii) complies with the notice
procedures set forth in this Section 7(b) and Section 7(c). Such nominations,
other than those made by or at the direction of the Board of Directors (or any
duly authorized committee thereof), shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice for an annual meeting must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than ninety (90) days
nor more than one hundred twenty (120) days prior to the anniversary date of the
preceding year's annual meeting of shareholders, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if and only if the annual meeting is not scheduled to be
held within a period that commences 25 days before such anniversary date and
ends 25 days after such anniversary date, such shareholder's notice must be
delivered by the tenth (10th) day following the day on which the date of the
annual meeting is publicly disclosed or notice of the date of the annual meeting
was mailed, whichever occurs first. A shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election or re-election as a Director, all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of Directors, or is otherwise required, in each case

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pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder (the "Exchange
Act"); and (b) as to the shareholder giving the notice (i) the name and record
address, as they appear on the Corporation's books, of such shareholder, (ii)
the class and number of shares of each class of capital stock of the Corporation
which are owned beneficially or of record by such shareholder, (iii) a
description of all arrangements or understandings between such shareholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and that such shareholder intends
to appear in person or by proxy at the meeting to nominate the person or persons
named in its notice and (v) any other information relating to such shareholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
Directors pursuant to Regulation 14A of the Exchange Act. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. Except for Directors who are
elected by directors pursuant to the provisions of Section 9 of Article II of
these Bylaws, no person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth in the
Bylaws. The Chairman shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.

                           (c)      Except as provided in the immediately
following sentence, only such matters shall be properly brought before a special
meeting of shareholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. In the event that a special meeting of
shareholders is called for the purpose of electing one or more directors to the
Board of Directors, any shareholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if a shareholder notice containing the information specified
in Section 7(b) hereof shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not later than the tenth day
following the day on which the date of the special meeting and either the names
of the nominees proposed to be elected at such meeting or the number of
directors to be elected is publicly announced or disclosed.

                                   ARTICLE II

                                    DIRECTORS

                  SECTION 1. POWERS OF DIRECTORS. The Board of Directors shall
manage the business and affairs of the Corporation and, subject to any
restrictions imposed by law, by the Articles of Incorporation, or by these
Bylaws, may exercise all the powers of the Corporation.

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                  SECTION  2. NUMBER AND TERM OF DIRECTORS.

                           (a)      Except as provided in this Section 2, ten
Directors shall constitute the full Board. At any annual or special meeting the
shareholders may, and at any meeting of directors, the directors (by a vote of
not less than a majority of the directors then in office) may, fix a different
number of Directors who shall constitute the full Board, but the full Board
shall consist of not less than three nor more than fifteen Directors.

                           (b)      The Board of Directors shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as possible. Each class will hold office
until its successors are elected and qualified. At each annual meeting of
shareholders of the Corporation, the successors of the class of directors whose
terms expire at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election.

                  SECTION  3. MEETINGS OF THE DIRECTORS. The Board of Directors
shall meet each year immediately following the annual meeting of shareholders,
and the Board may by resolution provide for the time and place of other regular
meetings. Special meetings of the Directors may be called by the Chairman of the
Board or by the President or by any two of the Directors.

                  SECTION  4. NOTICE OF MEETINGS. Notice of each meeting of the
Directors shall be given by the Secretary by mailing the same at least 72 hours
before the meeting or by private carrier or telephone, telegraph, teletype,
facsimile or other form of wire or wireless carrier at least 48 hours before the
meeting, to each Director, except that no notice need be given of regular
meetings fixed by the resolution of the Board or of the meeting of the Board
held at the place of and immediately following the annual meeting of the
shareholders. Any Director may waive notice, either before or after the meeting,
and shall be deemed to have waived notice if he is present at the meeting.

                  SECTION  5. ACTION OF DIRECTORS WITHOUT A MEETING. Any action
required by law to be taken at a meeting of the Board of Directors, or any
action which may be taken at a meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the Directors, or all the
members of the committee, as the case may be, and be filed with the minutes of
the proceedings of the Board or the committee. Such consent shall have the same
force and effect as a unanimous vote of the Board or the committee, as the case
may be.

                  SECTION  6. COMMITTEES. The Board of Directors may, in its
discretion, appoint committees, each consisting of one or more Directors, which
shall have and may exercise such delegated powers as shall be conferred on or
authorized by the resolutions appointing them, subject to such limitations as
may be imposed from time

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to time by the Georgia Business Corporation Code. A majority of any such
committee may determine its action, fix the time and place of its meetings, and
determine its rules of procedure. Each committee shall keep minutes of its
proceedings and actions and shall report regularly to the Board of Directors.
The Board of Directors shall have power at any time to fill vacancies in, change
the membership of, or discharge any such committee.

                  SECTION  7. COMPENSATION. The Board of Directors shall have
the authority to determine from time to time the amount of compensation that
shall be paid to its members for attendance at meetings of, or service on, the
Board of Directors of any committee of the Board. The Board of Directors also
shall have the power to reimburse Directors for reasonable expenses of
attendance at Directors' meetings and committee meetings.

                  SECTION  8. REMOVAL. Any or all directors may be removed from
office at any time with or without cause.

                  SECTION  9. VACANCIES. A vacancy occurring in the Board of
Directors by reason of the removal of a Director by the shareholders shall be
filled by the shareholders, or, if authorized by the shareholders, by the
remaining Directors. Any other vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors, or by the sole remaining
Director, as the case may be, or, if the vacancy is not so filled, or if no
director remains, by the shareholders. A Director elected to fill a vacancy
shall serve for the unexpired term of his predecessor in office.

                  SECTION  10. TELEPHONE CONFERENCE MEETINGS. Unless the
Articles of Incorporation otherwise provide, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board or committee by means of telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 10 shall constitute presence in person at such meeting.

                                   ARTICLE III

                                    OFFICERS

                  SECTION  1. OFFICERS. The Corporation shall have such officers
as are appointed from time to time by, or in the manner prescribed by, the Board
of Directors.

                  SECTION  2. COMPENSATION. The salaries of the officers shall
be fixed from time to time by, or in the manner prescribed by, the Board of
Directors. No officer shall be prevented from receiving such salary by reason of
the fact that he is also a Director of the Corporation.

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                                   ARTICLE IV

                        DEPOSITORIES, SIGNATURE AND SEAL

                  SECTION  1. DEPOSITORIES. All funds of the Corporation shall
be deposited in the name of the Corporation in such depository or depositories
as the Board may designate and shall be drawn out on checks, drafts or other
orders signed by such officer, officers, agent or agents as the Board may from
time to time authorize.

                  SECTION  2. CONTRACTS. All contracts and other instruments
shall be signed on behalf of the Corporation by such person or persons that have
authority to do so, as such authority is established by, or in the manner
provided by, the Board of Directors.

                  SECTION  3. SEAL. The seal of the Corporation shall be as
follows:

                  The seal may be manually affixed to any document or may be
lithographed or otherwise printed on any document with the same force and effect
as if it had been affixed manually. The signature of the Secretary or Assistant
Secretary shall attest the seal and may be a facsimile if and to the extent
permitted by law.

                                    ARTICLE V

                                 STOCK TRANSFERS

                  SECTION  1. FORM AND EXECUTION OF CERTIFICATES. The
certificates of shares of capital stock of the Corporation shall be in such form
as may be approved by the Board of Directors and shall be signed by the Chairman
of the Board or President or a Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer, provided that
any such certificate may be signed by the facsimile signature of either or both
of such officers imprinted thereon if the same is countersigned by a transfer
agent of the Corporation, and provided further that certificates bearing the
facsimile of the signature of such officers imprinted thereon shall be valid in
all respects as if such person or persons were still in office, even though such
officer or officers shall have died or otherwise ceased to be officers.

                  SECTION  2. TRANSFERS OF SHARES. Shares of stock in the
Corporation shall be transferable only on the books of the Corporation by proper
transfer signed by the holder of record thereof or by a person duly authorized
to sign for such holder of record. The Corporation or its transfer agent or
agents shall be authorized to refuse any transfer unless and until it is
furnished such evidence as it may reasonably require showing that the requested
transfer is proper.

                  SECTION  3. LOST, DESTROYED OR STOLEN CERTIFICATES. Where the
holder of record of a share or shares of stock of the Corporation claims that
the certificate representing said share has been lost, destroyed or wrongfully
taken, the Board shall by

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resolution provide for the issuance of a certificate to replace the original if
the holder of record so requests before the Corporation has notice that the
certificate has been acquired by a bona fide purchaser, files with the
Corporation a sufficient indemnity bond, and furnishes evidence of such loss,
destruction or wrongful taking satisfactory to the Corporation, in the
reasonable exercise of its discretion. The Board may authorize such officer or
agent as it may designate to determine the sufficiency of such an indemnity bond
and to determine reasonably the sufficiency of the evidence of loss, destruction
or wrongful taking.

                  SECTION  4. TRANSFER AGENT AND REGISTRAR. The Board may (but
shall not be required to) appoint a transfer agent or agents and a registrar or
registrars to transfers, and may require that all stock certificates bear the
signature of such transfer agent or of such transfer agent and registrar.

                                   ARTICLE VI

                                 INDEMNIFICATION

                  SECTION  1. MANDATORY INDEMNIFICATION. The Corporation shall
indemnify to the fullest extent permitted by the Georgia Business Corporation
Code, and to the extent that applicable law from time to time in effect shall
permit indemnification that is broader than provided in these Bylaws, then to
the maximum extent authorized by law, any individual made a party to a
proceeding (as defined in the Georgia Business Corporation Code) because he is
or was a director or officer against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in good
faith and, while acting in an official capacity as a director or officer, acted
in a manner he reasonably believed to be in the best interest of the
Corporation, and in all other cases, acted in a manner he reasonably believed
was not opposed to the best interest of the Corporation, and with respect to any
criminal proceeding, if he had no reasonable cause to believe his conduct was
unlawful.

                  SECTION  2. PERMISSIVE INDEMNIFICATION. The Corporation shall
have the power to indemnify to the fullest extent permitted by the Georgia
Business Corporation Code, any individual made a party to a proceeding (as
defined in the Georgia Business Corporation Code) because he is or was an
employee or agent of the Company against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he acted in good
faith and, while acting in an official capacity as a director or officer, acted
in a manner he reasonably believed to be in the best interest of the
Corporation, and in all other cases, acted in a manner he reasonably believed
was not opposed to the best interest of the Corporation, and with respect to any
criminal proceeding, if he had no reasonable cause to believe his conduct was
unlawful.

                  SECTION  3. ADVANCES FOR EXPENSES. The Corporation shall pay
for or reimburse the reasonable expenses incurred by a director or officer who
is a party to a proceeding, and shall have the authority to pay for or reimburse
the reasonable expenses of an employee or agent of the Company who is a party to
a proceeding, in each case in advance of the final disposition of a proceeding
if:

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                                    (i)      Such person furnishes the
         Corporation a written affirmation of his good faith belief that he has
         met the standard of conduct set forth in Section 1 or Section 2 above,
         as applicable, or that the proceeding involves conduct for which
         liability has been eliminated under a provision of the Articles of
         Incorporation of the Corporation as authorized by Section
         14-2-202(b)(4) of the Georgia Business Corporation Code; and

                                    (ii)     Such person furnishes the
         Corporation a written undertaking, executed personally on his behalf to
         repay any advances if it is ultimately determined that he is not
         entitled to indemnification.

                  The written undertaking required by paragraph (ii) above must
be an unlimited general obligation of such person but need not be secured and
may be accepted without reference to financial ability to make repayment.

                  SECTION  4. INDEMNIFICATION NOT EXCLUSIVE. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, provision of
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.

                  SECTION  5. AMENDMENT OR REPEAL. Any repeal or modification of
the foregoing provisions of this Article VI shall not adversely affect any right
or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                                   ARTICLE VII

                               AMENDMENT OF BYLAWS

                  SECTION  1. AMENDMENT. These Bylaws may be altered, amended,
repealed or new Bylaws adopted by the Board of Directors by the affirmative vote
of a majority of all directors then holding office, but any bylaws adopted by
the Board of Directors may be altered, amended, repealed, or any new bylaws
adopted, by the shareholders at an annual or special meeting of shareholders,
when notice of any such proposed alteration, amendment, repeal or addition shall
have been given in the notice of such meeting. The shareholders may prescribe
that any bylaw or bylaws adopted by them shall not be altered, amended or
repealed by the Board of Directors. Action by the shareholders with respect to
these Bylaws shall be taken by an affirmative vote of a majority of all shares
outstanding and entitled to vote generally in the election of directors, voting
as a single voting group.

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