<PAGE>

                                                                     EXHIBIT 3.1


                          AMENDMENT TO RESTATED BYLAWS

                  3.1 Number and Residence. The business and affairs of the
         Corporation shall be managed by or under the direction of a Board of
         Directors consisting of nine directors, divided into three classes.
         Directors need not be Michigan residents or shareholders of the
         Corporation.




<PAGE>














                                 RESTATED BYLAWS

                                       OF

                        CHILDTIME LEARNING CENTERS, INC.,
                             a Michigan corporation




























                                                 (Amended as of August 15, 2002)


<PAGE>




                                 RESTATED BYLAWS

                                       OF

                        CHILDTIME LEARNING CENTERS, INC.,
                             a Michigan corporation


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          Page

<S>              <C>                                                                      <C>
ARTICLE I - OFFICES                                                                         1

         1.1      Registered Office                                                         1
         1.2      Other Offices                                                             1


ARTICLE II - MEETINGS OF SHAREHOLDERS                                                       1

         2.1      Time and Place                                                            1
         2.2      Annual Meetings                                                           1
         2.3      Special Meetings                                                          1
         2.4      Notice of Meetings                                                        1
         2.5      List of Shareholders                                                      2
         2.6      Quorum; Adjournment                                                       2
         2.7      Voting                                                                    2
         2.8      Proxies                                                                   2
         2.9      Questions Concerning Elections                                            2
         2.10     Telephonic Attendance                                                     3
         2.11     Action By Written Consent                                                 3


ARTICLE III - DIRECTORS                                                                     3

         3.1      Number and Residence                                                      3
         3.2      Election and Term                                                         3
         3.3      Resignation                                                               3
         3.4      Removal                                                                   3
         3.5      Nominations for Director                                                  3
         3.6      Vacancies                                                                 4
         3.7      Place of Meetings                                                         4
         3.8      Annual Meetings                                                           4


</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>               <C>                                                                      <C>

         3.9      Regular Meetings                                                          4
         3.10     Special Meetings                                                          5
         3.11     Quorum                                                                    5
         3.12     Voting                                                                    5
         3.13     Telephonic Participation                                                  5
         3.14     Action By Written Consent                                                 5
         3.15     Committees                                                                5
         3.16     Compensation                                                              6


     ARTICLE IV - OFFICERS                                                                  6

         4.1      Officers and Agents                                                       6
         4.2      Compensation                                                              7
         4.3      Term                                                                      7
         4.4      Removal                                                                   7
         4.5      Resignation                                                               7
         4.6      Vacancies                                                                 7
         4.7      Chairperson of the Board
         4.8      Chief Executive Officer                                                   7
         4.9      President                                                                 7
         4.10     Executive Vice Presidents and Vice Presidents                             7
         4.11     Secretary                                                                 8
         4.12     Treasurer                                                                 8
         4.13     Assistant Vice Presidents, Secretaries
                    and Treasurers                                                          8
         4.14     Execution of Contracts and Instruments                                    8
         4.15     Voting of Shares and Securities of
                    Other Corporations and Entities                                         9


     ARTICLE V -  NOTICES AND WAIVERS OF NOTICE                                             9

         5.1      Delivery of Notices                                                       9
         5.2      Waiver of Notice                                                          9


     ARTICLE VI - SHARE CERTIFICATES AND
                    SHAREHOLDERS OF RECORD                                                 10

         6.1      Certificates for Shares                                                  10
         6.2      Lost or Destroyed Certificates                                           10
         6.3      Transfer of Shares                                                       10
         6.4      Record Date                                                              10


</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>               <C>                                                                      <C>

         6.5      Registered Shareholders                                                  11


ARTICLE VII - INDEMNIFICATION                                                              11


ARTICLE VIII - GENERAL PROVISIONS                                                          12

         8.1      Checks and Funds                                                         12
         8.2      Fiscal Year                                                              12
         8.3      Corporate Seal                                                           12
         8.4      Books and Records                                                        12
         8.5      Financial Statements                                                     12


ARTICLE IX - AMENDMENTS                                                                    12

ARTICLE X - CONTROL SHARE ACQUISITIONS                                                     13

         10.1     Power to Redeem if no Acquiring Person Statement is Filed                13
         10.2     Power to Redeem After Shareholder Vote                                   13
         10.3     Procedure for Redemption                                                 13
         10.4     Interpretation of Article X                                              13

ARTICLE XI - SCOPE OF BYLAWS                                                               13

</TABLE>

                                     -iii-


<PAGE>




                        CHILDTIME LEARNING CENTERS, INC.,
                             a Michigan corporation




                                    ARTICLE I


                                     OFFICES



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

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


                                   ARTICLE II


                            MEETINGS OF SHAREHOLDERS


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

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

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

         2.4 Notice of Meetings. Written notice of each shareholders' meeting,
stating the place, date and time of the meeting and the purposes for which the
meeting is called, shall be given (in the manner described in Section 5.1 below)
not less than 10 nor more than 60 days before the date of the meeting to each
shareholder of record entitled to vote at the meeting. Notice of adjourned
meetings is governed by Section 2.6 below.

                                      -1-

<PAGE>





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

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

         2.7 Voting. Each shareholder shall at every meeting of the shareholders
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder and on each matter submitted to a vote. A vote may be
cast either orally or in writing. When an action, other than the election of
directors, is to be taken by vote of the shareholders, it shall be authorized by
a majority of the votes cast by the holders of shares entitled to vote on such
action. Directors shall be elected by a plurality of the votes cast at any
election.

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

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

                                      -2-

<PAGE>




         2.10 Telephonic Attendance. Shareholders may participate in any
shareholders' meeting by means of conference telephone or similar communications
equipment through which all persons participating in the meeting may communicate
with the other participants and all participants are advised of the
communications equipment and the names of the participants in the conference.
Participation in a meeting pursuant to this Section 2.10 constitutes presence in
person at such meeting.

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


                                   ARTICLE III


                                    DIRECTORS

         3.1 Number and Residence. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors consisting of
nine directors, divided into three classes. Directors need not be Michigan
residents or shareholders of the Corporation.

         3.2 Election and Term. The term of office of the Directors of the first
class shall end on the first annual shareholders' meeting after their election;
the term of office of the second class shall end on the second annual
shareholders' meeting after their election; and the term of the office of the
third class shall end on the third annual shareholders' meeting after their
election. At each annual meeting after the first annual shareholders' meeting, a
number of Directors equal to the number of the class whose term expires at the
time of meeting shall be elected to hold office until the third succeeding
annual shareholders' meeting after their election. Except as provided in Section
3.5 below, Directors shall be elected at the annual shareholders' meeting. Each
Director elected shall hold office for the term for which he or she is elected
and until his or her successor is elected and qualified or until his or her
resignation or removal.

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

         3.4 Removal. One or more Directors or the entire Board of Directors may
be removed, only with cause, by vote of the holders of a majority of the shares
entitled to vote at an election of Directors.

         3.5 Nominations for Director. Except as provided in Section 3.6, only
persons who are nominated in accordance with the procedures set forth in this
Section 3.5 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


                                      -3-
<PAGE>




Directors or by any shareholder of the Corporation entitled to vote for the
election of Directors at the meeting 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 shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days before
the meeting; provided, that if less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a Director, (1) the name, age, business,
address and residence address of such person, (2) the principal occupation or
employment of such person, (3) the class and number of shares of the Corporation
which are beneficially owned by such person and (4) any other 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
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including each such person's written consent to being name in the proxy
statement as a nominee and to serving as a Director if elected); and (b) as to
the shareholder giving the notice (1) the name and address, as they appear on
the Corporation's books, of such shareholder and (2) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. At
the request of the Board of Directors any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. The presiding officer of the meeting shall, if
the facts warrant, determine and declare to the meeting that the nomination was
not made in accordance with the procedures prescribed by these Bylaws, and if
the presiding officer should so determine, the presiding officer shall so
declare to the meeting and the defective nomination shall be disregarded.

         3.6 Vacancies. Vacancies, including vacancies resulting from an
increase in the number of Directors, may be filled by the Board of Directors, or
by the affirmative vote of a majority of all the Directors remaining in office
if the Directors remaining in office constitute less than a quorum or by the
shareholders. Each Director so chosen shall hold office until the annual meeting
for the year in which his or her term expires and until his or her successor is
elected and qualified, or until his or her resignation or removal.

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

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

                                      -4-
<PAGE>





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

         3.10 Special Meetings. Special meetings of the Board of Directors may
be called by the chief executive officer, and shall be called by the President
or Secretary, upon the written request of two Directors, on two days notice to
each Director or committee member by mail or 24 hours notice by any other means
provided in Section 5.1. The notice must specify the place, date and time of the
special meeting, but need not specify the business to be transacted at, nor the
purpose of, the meeting. Special meetings of Board committees may be called by
the Chairperson of the committee or a majority of committee members pursuant to
this Section 3.9.

         3.11 Quorum. At all meetings of the Board or a Board committee, a
majority of the Directors then in office, or of members of such committee,
constitutes a quorum for transaction of business, unless a higher number is
otherwise required. If a quorum is not present at any Board or Board committee
meeting, a majority of the Directors present at the meeting may adjourn the
meeting to another time and place without notice other than announcement at the
meeting. Any business may be transacted at the adjourned meeting which might
have been transacted at the original meeting, provided a quorum is present.

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

         3.13 Telephonic Participation. Members of the Board of Directors or any
Board committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with each other.
Participation in a meeting pursuant to this Section 3.12 constitutes presence in
person at such meeting.

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

         3.15 Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate one or more committees, each consisting
of one or more Directors. The Board may designate one or more Directors as
alternate members of a committee, who may replace an absent or disqualified
member at a committee meeting. In the absence or disqualification of a member of
a committee, the committee members present and not disqualified from voting,
regardless of whether they constitute a quorum, may unanimously

                                      -5-
<PAGE>




appoint another member of the Board of Directors to act at the meeting in place
of such absent or disqualified member. Any committee, to the extent provided in
the resolution of the Board, may exercise all powers and authority of the Board
of Directors in management of the business and affairs of the Corporation,
except a committee does not have power or authority to:

                  (a)      Amend the Articles of Incorporation.

                  (b)      Adopt an agreement of merger or consolidation.

                  (c)      Recommend to shareholders the sale, lease or exchange
         of all or substantially all of the Corporation's property and assets.

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

                  (e)      Amend the Bylaws of the Corporation.

                  (f)      Fill vacancies in the Board.

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

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

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


                                   ARTICLE IV


                                    OFFICERS

         4.1 Officers and Agents. The Board of Directors, at its first meeting
after each annual meeting of shareholders, shall elect a President, a Secretary
and a Treasurer, and may also elect and designate as officers a Chairperson of
the Board, a Vice Chairperson of the Board and one or more Executive Vice
Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers. The Board of Directors may also from time to time
appoint, or delegate authority to the Corporation's chief executive officer to
appoint, such other


                                      -6-
<PAGE>




officers and agents as it deems advisable. Any number of offices may be held by
the same person, but an officer shall not execute, acknowledge or verify an
instrument in more than one capacity if the instrument is required by law to be
executed, acknowledged or verified by two or more officers. An officer has such
authority and shall perform such duties in the management of the Corporation as
provided in these Bylaws, or as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws, and as generally pertain to their
offices, subject to the control of the Board of Directors.

         4.2 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

         4.3 Term. Each officer of the Corporation shall hold office for the
term for which he or she is elected or appointed and until his or her successor
is elected or appointed and qualified, or until his or her resignation or
removal. The election or appointment of an officer does not, by itself, create
contract rights.

         4.4 Removal. An officer elected or appointed by the Board of Directors
may be removed by the Board of Directors with or without cause. The removal of
an officer shall be without prejudice to his or her contract rights, if any.

         4.5 Resignation. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

         4.6 Vacancies. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

         4.7 Chairperson of the Board. The Chairperson of the Board, if such
office is filled, shall be a Director and shall preside at all shareholders' and
Board of Directors' meetings.

         4.8 Chief Executive Officer. The President shall be the chief executive
officer of the Corporation and shall have the general powers of supervision and
management of the business and affairs of the Corporation usually vested in the
chief executive officer of a corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The chief
executive officer may delegate to the other officers such of his or her
authority and duties at such time and in such manner as he or she deems
advisable.

         4.9 President. If the office of Chairperson of the Board is not filled,
the President shall perform the duties and execute the authority of the
Chairperson of the Board. The President may delegate to the officers other than
the Chairperson of the Board, if any, such of his or her authority and duties at
such time and in such manner as he or she deems appropriate.

         4.10 Executive Vice Presidents and Vice Presidents. The Executive Vice
Presidents and Vice Presidents shall assist and act under the direction of the
Chairperson of the Board and

                                      -7-
<PAGE>




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

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

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

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

         4.14 Execution of Contracts and Instruments. The Board of Directors may
designate an officer or agent with authority to execute any contract or other
instrument on the


                                      -8-
<PAGE>




Corporation's behalf; the Board may also ratify or confirm any such execution.
If the Board authorizes, ratifies or confirms the execution of a contract or
instrument without specifying the authorized executing officer or agent, the
Corporation's chief executive officer, the President or any Executive Vice
President or Vice President may execute the contract or instrument in the name
and on behalf of the Corporation and may affix the corporate seal to such
document or instrument.

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


                                    ARTICLE V


                          NOTICES AND WAIVERS OF NOTICE


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

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

                  (a) Waiver of objection to lack of notice or defective notice
         of the meeting, unless the shareholder at the beginning of the meeting
         objects to holding the meeting or transacting business at the meeting.

                                      -9-
<PAGE>





                  (b) Waiver of objection to consideration of a particular
         matter at the meeting that is not within the purpose or purposes
         described in the meeting notice, unless the shareholder objects to
         considering the matter when it is presented.

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


                                   ARTICLE VI


                  SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD


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

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

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

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

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<PAGE>




resolution fixing a record date for determining shareholders entitled to express
consent to, or dissent from, a proposal without a meeting, nor more than 60 days
before any other action.

         If a record date is not fixed:

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

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

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

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

         Only shareholders of record on the record date shall be entitled to
notice of, or to participate in, the action relating to the record date,
notwithstanding any transfer of shares on the Corporation's books after the
record date. This Section 6.4 shall not affect the rights of a shareholder and
the shareholder's transferor or transferee as between themselves.

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


                                   ARTICLE VII


                                 INDEMNIFICATION


         The Corporation shall indemnify to the fullest extent authorized or
permitted by the Michigan Business Corporation Act any person, and his or her
heirs, executors, administrators and legal representatives, who was, is, or is
threatened to be made, a party to any threatened,

                                      -11-
<PAGE>




pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director or officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and may
provide such other indemnification to directors, officers, employees and agents
by insurance, contract or otherwise as is permitted by law and authorized by the
Board of Directors.


                                  ARTICLE VIII


                               GENERAL PROVISIONS


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

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

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

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

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

                                      -12-


<PAGE>




                                   ARTICLE IX


                                   AMENDMENTS

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


                                    ARTICLE X


                           CONTROL SHARE ACQUISITIONS


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

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

         10.3 Procedure for Redemption. A redemption of the shares by the
corporation pursuant to Sections 10.1 or 10.2 shall be made upon election to
redeem by the Board of Directors. Written notice of the election shall be sent
to the acquiring person within seven days after the election is made. The
determination of the Board of Directors as to fair value shall be conclusive.
Payment shall be made for the control shares subject to redemption within 30
days after the election to redeem is made at a date and place selected by the
Board of Directors. The Board of Directors may adopt additional procedures to
accomplish a redemption.

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

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<PAGE>





                                   ARTICLE XI


                                 SCOPE OF BYLAWS


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


                                      -14-