EXHIBIT 3.2

(A Michigan Corporation)

BYLAWS

(As Amended Through
			
			May 1999)



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BYLAWS

TABLE OF CONTENTS



Page

|ARTICLE I - OFFICES | 1
|------------------- | -

|ARTICLE II - MEETINGS OF SHAREHOLDERS | 1
|------------------------------------- | -

|  | Section 1.  Times and Places of Meetings | 1
|----- | ---------------------------------------- | -
|  | Section 2.  Annual Meetings              | 1
|  | Section 3.  Notice of Annual Meeting     | 1
|  | Section 4.  Shareholder List             | 2
|  | Section 5.  Special Meetings             | 2
|  | Section 6.  Notice of Special Meetings   | 2
|  | Section 7.  Quorum                       | 2
|  | Section 8.  Vote Required                | 2
|  | Section 9.  Voting Rights                | 3
|  | Section 10.  Conduct of Meetings         | 3
|  | Section 11.  Inspectors of Election      | 3

|ARTICLE III - DIRECTORS | 4
|----------------------- | -

|  | Section 1.  Number and Term of Directors               | 4
|----- | ------------------------------------------------------ | -
|  | Section 2.  Qualifications of Directors                | 4
|  | Section 3.  Powers                                     | 4
|  | Section 4.  Vacancies                                  | 4
|  | Section 5.  Resignation and Removal                    | 4
|  | Section 6.  Compensation of Directors                  | 5
|  | Section 7.  Places of Meetings                         | 5
|  | Section 8.  First Meeting of Newly Elected Board       | 5
|  | Section 9.  Regular Meetings                           | 5
|  | Section 10.  Special Meetings                          | 5
|  | Section 11.  Purpose Need Not be Stated                | 5
|  | Section 12.  Quorum                                    | 5
|  | Section 13.  Action Without a Meeting                  | 6
|  | Section 14.  Meeting by Telephone or Similar Equipment | 6
|  | Section 15.  Written Notice                            | 6
|  | Section 16.  Waiver of Notice                          | 6

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|ARTICLE IV - COMMITTEES OF DIRECTORS | 6
|------------------------------------ | -

|  | Section 1. Executive Committee    | 6
|----- | --------------------------------- | -
|  | Section 2. Audit Committee        | 7
|  | Section 3. Compensation Committee | 7
|  | Section 4. Nominating Committee   | 7
|  | Section 5. Other Committees       | 7
|  | Section 6. Committee Meetings     | 7

|ARTICLE V - OFFICERS | 8
|-------------------- | -

|  | Section 1                                               | 8 
|----- | ------------------------------------------------------- | --
|  | Section 2.  Chairman of the Board                       | 8 
|  | Section 3.  President                                   | 8 
|  | Section 4.  Chief Executive Officer                     | 9 
|  | Section 5.  Chief Operating Officer                     | 9 
|  | Section 6.  Vice Presidents                             | 9 
|  | Section 7.  Secretary                                   | 9 
|  | Section 8.  Treasurer                                   | 9 
|  | Section 9.  Assistant Secretary and Assistant Treasurer | 10
|  | Section 10.  Other Officers                             | 10

|ARTICLE VI - INDEMNIFICATION | 10
|---------------------------- | --

|  | Section 1.  Indemnification in Action by Third Party                        | 10
|----- | --------------------------------------------------------------------------- | --
|  | Section 2.  Indemnification in Action by or in Right of the Corporation     | 11
|  | Section 3.  Expenses                                                        | 11
|  | Section 4.  Determination, Evaluation, and Authorization of Indemnification | 11
|  | Section 5.  Advances                                                        | 14
|  | Section 6.  Other Indemnification Agreements                                | 14
|  | Section 7.  Insurance                                                       | 15
|  | Section 8.  Constituent Corporation                                         | 15
|  | Section 9.  Savings Clause                                                  | 15
|  | Section 10.  Definitions                                                    | 16
|  | Section 11.  Construction                                                   | 16

|ARTICLE VII - SUBSIDIARIES | 16
|-------------------------- | --

|  | Section 1.  Subsidiaries                               | 16
|----- | ------------------------------------------------------ | --
|  | Section 2.  Subsidiary Officers Not Executive Officers | 17

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|ARTICLE VIII - CERTIFICATES OF STOCK | 17
|------------------------------------ | --

|  | Section 1.  Form                                                     | 17
|----- | -------------------------------------------------------------------- | --
|  | Section 2.  Facsimile Signature                                      | 17
|  | Section 3.  Lost Certificates                                        | 17
|  | Section 4.  Transfers of Stock                                       | 18
|  | Section 5.  Fixing of Record Date by Board                           | 18
|  | Section 6.  Provision for Record Date in the Absence of Board Action | 18
|  | Section 7.  Adjournments                                             | 18
|  | Section 8.  Registered Shareholders                                  | 19

|ARTICLE IX - GENERAL PROVISIONS | 19
|------------------------------- | --

|  | Section 1.  Dividends   | 19
|----- | ----------------------- | --
|  | Section 2.  Reserves    | 19
|  | Section 3.  Checks      | 19
|  | Section 4.  Fiscal Year | 19
|  | Section 5.  Seal        | 20

|ARTICLE X - AMENDMENTS | 20
|---------------------- | --

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OF

MANATRON
			,
			INC
			.

ARTICLE

				I

OFFICES





MEETINGS

			OF

			SHAREHOLDERS



Section

			2
			.
			Annual

			Meetings
		.  An annual meeting of the shareholders shall be held each
		year at such time on such business day as may be designated by the board, at
		such hour as shall
		be stated in the notice of the meeting, at which they shall elect by a
		plurality vote the successors
		of the class of directors to fill vacancies or newly created directorships, and
		transact such other
		business as may properly be brought before the meeting.

Section

			3
			.
			Notice

			of

			Annual

			Meeting
		.  Written notice of the annual meeting shall be
		given personally or by mail to each shareholder entitled to vote thereat at
		least twenty (20) days
		before the date of the meeting.  Attendance of a shareholder at a meeting shall
		constitute a
		waiver of notice, except when the shareholder attends a meeting for the express
		purpose of
		objecting, at the beginning of the meeting, to transaction of any business
		because the meeting
		is not lawfully called or convened.



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Section

			4
			.
			Shareholder

			List
		.  The officer or agent who has charge of the stock ledger of
		the corporation shall prepare and make before every meeting of shareholders, a
		complete list of
		the shareholders entitled to vote at the meeting, arranged by class or series
		in alphabetical order,
		showing the address of and the number of shares registered in the name of each
		shareholder.
		Such list shall be open to the examination of any shareholder, for any purpose
		germane to the
		meeting, during the whole time thereof, and may be inspected by any shareholder
		who is
		present.

Section

			5
			.
			Special

			Meetings
		.  Special meetings of the shareholders may be called by an
		executive officer whenever directed by the Board of Directors, or by the Chief
		Executive
		Officer.  Such request shall state the purpose of the proposed meeting.

Section

			6
			.
			Notice

			of

			Special

			Meetings
		.  Written notice of a special meeting of
		shareholders, stating the time, place and object thereof, shall be given
		personally or by mail to
		each shareholder entitled to vote thereat, at least ten (10) days before the
		date fixed for the
		meeting.

Section

			7
			.
			Quorum
		.  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
		statute or by the Articles of Incorporation.  The shareholders present in
		person or by proxy at
		such meeting may continue to do business until adjournment, notwithstanding the
		withdrawal of
		enough shareholders to leave less than a quorum.  Whether or not a quorum is
		present, the
		meeting may be adjourned by a vote of the shares present.
		

		          Except when the holders of a class or series
		of shares are entitled to vote separately on
		an item of business, shares of all classes and series entitled to vote shall be
		combined as a single
		class and series for the purpose of determining a quorum.  When the holders of
		a class or series
		of shares are entitled to vote separately on an item of business, shares of
		that class or series
		entitled to cast a majority of the votes of that class or series at a meeting
		constitute a quorum of
		that class or series at that meeting, unless a greater or lesser quorum is
		provided by statute or
		the Articles of Incorporation.

Section

			8
			.
			Vote

			Required
		.  When a quorum is present at any meeting, the vote of the
		holders of a majority of the stock having voting power present in person or
		represented by proxy
		shall decide any question brought before such meeting, unless the question is
		one upon which
		by express provision of the statutes or of the Articles of Incorporation, a
		different vote is
		required, in which case such express provision shall govern and control the
		decision of such
		question.



---

Section

			9
			.
			Voting

			Rights
		.  Except as otherwise provided by the Articles of Incorporation
		or the resolution or resolutions of the Board of Directors creating any class
		of stock, each
		shareholder shall at every meeting of shareholders be entitled to one (1) vote
		in person or by
		proxy for each share of the capital stock having voting power held by such
		shareholder.  In all
		elections for directors the vote shall be taken by ballot.  A proxy shall be
		valid only with respect
		to the particular meeting, or any adjournment or adjournments thereof, to which
		it specifically
		pertains.

Section

			10
			.
			Conduct

			of

			Meetings
		.  Meetings of shareholders generally shall follow
		accepted rules of parliamentary procedure, subject to the following:



> (a)    The chairman of the meeting
> 			shall have absolute authority over
> 			matters of procedure, and there shall be no appeal from the ruling of the
> 			chairman.  If, in his absolute discretion, the chairman deems it advisable to
> 			dispense with the rules of parliamentary procedure as to any one (1) meeting of
> 			shareholders or part thereof, he shall so state and shall clearly state the
> 			rules
> 			under which the meeting or appropriate part thereof shall be conducted.
> 			(b)   	If disorder should arise
> 			which prevents the continuation of the
> 			legitimate business of the meeting, the chairman may quit the chair and announce
> 			the adjournment of the meeting; and upon his so doing, the meeting is
> 			immediately adjourned.(c)   	The chairman may ask or
> 			require that anyone not a bona fide
> 			shareholder or proxy leave the meeting.(d)   	A resolution or motion
> 			shall be considered for vote only if
> 			proposed by a shareholder or a duly authorized proxy and seconded by an
> 			individual who is a shareholder or a duly authorized proxy other than the
> 			individual who proposed the resolution or motion.



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DIRECTORS



Section

			2
			.
			Qualifications

			of

			Directors
		.  A director shall cease to be qualified as such on
		December 31 of the year he attains the age of seventy (70) and no person will
		be qualified for
		election as a corporate director after he attains the age of seventy (70);
		provided, however, with
		the approval of the Board of Directors, past directors disqualified because of
		age shall have the
		privilege to attend future directors' meetings as a director emeritus, without
		voting power and
		with compensation to be fixed by the Board of Directors.

Section

			3
			.
			Powers
		.  The business of the corporation shall be managed by its Board of
		Directors, which may exercise all such powers of the corporation and do all
		such lawful acts and
		things as are not by statute or by the Articles of Incorporation or by these
		Bylaws directed or
		required to be exercised or done by the shareholders.

Section

			4
			.
			Vacancies
		.  Vacancies and newly created directorships resulting from any
		increase in the authorized number of directors may be filled as provided in the
		Articles of
		Incorporation.

Section

			5
			.
			Resignation

			and

			Removal
		.  Any director may resign at any time and such
		resignation shall take effect upon receipt of written notice thereof by the
		corporation, or at such
		subsequent time as set forth in the notice of resignation.  Any or all of the
		directors may be
		removed as provided in the Articles of Incorporation.



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Section

			6
			.
			Compensation

			of

			Directors
		.  Each director who is not a salaried officer of the
		corporation may receive as compensation for his services in that capacity such
		sums and such
		benefits as shall from time to time be determined by the Board of Directors,
		plus traveling
		expenses and other expenses necessary for attendance at regular or special
		meetings of the Board
		of Directors and committees of the board.  Members of special or standing
		committees may be
		allowed like compensation for attending committee meetings.  Nothing herein
		shall be construed
		to preclude any director from serving the corporation in any other capacity and
		receiving
		compensation therefor.

Section

			7
			.
			Places

			of

			Meetings
		.  The Board of Directors of the corporation may hold
		meetings, both regular and special, either within or without the State of
		Michigan.

Section

			8
			.
			First

			Meeting

			of

			Newly

			Elected

			Board
		.  The first meeting of each newly
		elected Board of Directors shall be held following the annual meeting of
		shareholders, and no
		notice of such meeting shall be necessary to the newly elected directors in
		order legally to
		constitute the meeting, provided a quorum shall be present.  In the event such
		meeting is not held
		immediately following the annual meeting of shareholders, the meeting may be
		held at such time
		and place as shall be specified in a notice given as hereinafter provided for
		special meetings of
		the Board of Directors, or as shall be specified in a written waiver signed by
		all of the directors.

Section

			9
			.
			Regular

			Meetings
		.  Regular meetings of the Board of Directors may be held
		without notice at such time and at such place as shall from time to time be
		determined by the
		board.

Section

			10
			.
			Special

			Meetings
		.  Special meetings of the board may be called by the
		Chairman, Chief Executive Officer, or Secretary or by any two (2) directors on
		two (2) days'
		notice to each director, either personally or by mail or by telegram.

Section

			11
			.
			Purpose

			Need

			Not

			be

			Stated
		.  Neither the business to be transacted at nor
		the purpose of any regular or special meeting of the Board of Directors need be
		specified in the
		notice of such meeting.

Section

			12
			.
			Quorum
		.  At all meetings of the board a majority of the directors shall
		constitute a quorum for the transaction of business, and the acts of a majority
		of the directors
		present at any meeting at which there is a quorum shall be acts of the Board of
		Directors except
		as may be otherwise specifically provided by statute or by the Articles of
		Incorporation.  If a
		quorum shall not be present at any meeting of the Board of Directors, the
		directors present

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thereat may adjourn the meeting from time to time, without notice other than
		announcement at
		the meeting, until a quorum shall be present.

Section

			13
			.
			Action

			Without

			a

			Meeting
		.  Unless otherwise restricted by the Articles of
		Incorporation or these Bylaws, 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, before
		or after the action, all members of the board or of such committee, as the case
		may be, consent
		thereto in writing and such written consent is filed with the minutes or
		proceedings of the board
		or committee.

Section

			14
			.
			Meeting

			by

			Telephone

			or

			Similar

			Equipment
		.  The Board of Directors or any
		committee designated by the Board of Directors may participate in a meeting of
		such board or
		committee, by means of conference telephone 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 shall constitute presence in person at such
		meeting.

Section

			15
			.
			Written

			Notice
		.  Notices to directors shall be in writing and delivered
		personally or mailed to the directors at their addresses appearing on the books
		of the corporation.
		Notice by mail shall be deemed to be given at the time when the same shall be
		mailed.  Notice
		to directors may also be given by telegram.

Section

			16
			.
			Waiver

			of

			Notice
		.  Whenever any notice is required to be given under the
		provisions of the statutes or of the Articles of Incorporation or of these
		Bylaws, a waiver thereof
		in writing, signed by the person or persons entitled to said notice, whether
		before or after the
		time stated therein, shall be deemed equivalent thereto. The attendance of a
		director at a meeting
		shall constitute a waiver of notice of such meeting, except where a director
		attends a meeting for
		the express purpose of objecting to the transaction of any business because the
		meeting has not
		been lawfully called or convened.



COMMITTEES

			OF

			DIRECTORS



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occur.  The Executive Committee shall have and may exercise the powers of the
		Board of
		Directors in the management of the business affairs and property of the
		corporation during the
		intervals between meetings of the Board of Directors, subject to law and to
		such limitations and
		control as the Board of Directors may impose from time to time.

Section

			2
			.
			Audit

			Committee
		.  The Audit Committee, if there be one, shall cause a
		suitable examination of the financial records and operations of the corporation
		and its
		subsidiaries to be made by the internal auditor of the corporation.  The Audit
		Committee shall
		also recommend to the Board of Directors the employment of independent
		certified public
		accountants to examine the financial statements of the corporation and its
		subsidiaries; review
		examination reports of the corporation and its subsidiaries prepared by
		regulatory authorities;
		and report to the Board of Directors at least once each calendar year.

Section

			3
			.
			Compensation

			Committee
		.  The Compensation Committee, if there be one,
		shall review the personnel policies, plans and programs of the corporation,
		including individual
		salaries of executive officers, and submit recommendations to the Board of
		Directors.  The
		Compensation Committee shall also recommend to the Board of Directors the
		retainer and
		attendance fee for nonemployee directors.

Section

			4
			.
			Nominating

			Committee
		.  The Nominating Committee, if there be one, shall
		develop and recommend to the Board of Directors criteria for the selection of
		candidates for
		director, to seek out and receive suggestions concerning possible candidates,
		to review and
		evaluate the qualifications of possible candidates and to recommend to the
		Board of Directors
		candidates for vacancies occurring from time to time and for the slate of
		directors to be proposed
		on behalf of the Board of Directors at the annual meeting of shareholders.  The
		Nominating
		Committee will consider nominees recommended by the shareholders, as properly
		submitted to
		the Secretary of the corporation.

Section

			5
			.
			Other

			Committees
		.  The Board of Directors may designate such other
		committees as it may deem appropriate, and such committees shall exercise the
		authority
		delegated to them.

Section

			6
			.
			Committee

			Meetings
		.  Each committee provided for above shall meet as often
		as its business may require and may fix a day and time each week or at other
		intervals for
		regular meetings, notice of which shall not be required.  Whenever the day
		fixed for a meeting
		shall fall on a holiday, the meeting shall be held on the business day
		following or on such other
		day as the committee may determine.  Special meetings of the committees may be
		called by the
		chairman of the committee or any two (2) members other than the chairman, and
		notice thereof

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may be given to the members by telephone, telegram or letter.  A majority of
		its members shall
		constitute a quorum for the transaction of the business of any of the
		committees.  A record of
		the proceedings of each committee shall be kept and presented to the Board of
		Directors.



OFFICERS





> (a)   
> 			Central
> 
> 			Staff
> 			.  The executive officers of the corporation shall be
> 			a President, one or more Vice Presidents, a Secretary and a Treasurer who shall
> 			be appointed by the Board of Directors at its first meeting after each regular
> 			annual meeting of shareholders.  The Board of Directors may also appoint such
> 			other officers as they may deem necessary.  The dismissal of an officer, the
> 			appointment of an officer to fill the place of one who has been dismissed or has
> 			ceased for any reason to be an officer, the appointment of any additional
> 			officers,
> 			and the change of an officer to a different office may be made by the Board of
> 			Directors at any later meeting.  Each officer shall hold office at the pleasure
> 			of
> 			the board.  Any two (2) of the above offices, except those of the President and
> 			Vice President may be held by the same person.
> 			(b)   
> 			Divisional
> 
> 			Officers
> 			.  The Board of Directors or the Chief
> 			Executive Officer may, as they shall deem necessary, designate certain
> 			individuals as divisional officers.  Any titles so given to divisional officers
> 			may
> 			be withdrawn at any time with or without cause by the Board of Directors or the
> 			Chief Executive Officer.

Section

			3
			.
			President
		.  The President shall, subject to the direction of the Board of
		Directors, see that all orders and resolutions of the Board of Directors are
		carried into effect, and
		shall perform all other duties necessary or appropriate to his office, subject,
		however, to his right
		and the right of the directors to delegate any specific powers to any other
		officer or officers of

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the corporation.  In the case of absence or inability to act of the Chairman of
		the Board or in the
		event the position of Chairman of the Board shall be vacant, the President
		shall exercise all of
		the duties and responsibilities of the Chairman of the Board.  The President
		shall be an ex officio
		voting member of all standing committees designated by the Board of Directors
		except the Audit
		Committee.

Section

			4
			.
			Chief

			Executive

			Officer
		.  The Chief Executive Officer, in addition to his
		duties as Chairman of the Board or Officer in a President as the case may be,
		shall have final
		authority, subject to the control of the Board of Directors, over the general
		policy and business
		of the corporation and shall have the general control and management of the
		business and affairs
		of the corporation.  The Chief Executive Officer shall have the power, subject
		to the control of
		the Board of Directors, to appoint, suspend, or discharge and to prescribe the
		duties and to fix
		the compensation of such agents and employees of the corporation, other than
		the officers
		appointed by the board, as he may deem necessary.

Section

			5
			.
			Chief

			Operating

			Officer
		.  There may be elected a Chief Operating Officer who
		shall, if elected, have general charge, control and supervision over the
		administration and
		operations of the corporation and shall have such other duties and powers as
		may be imposed or
		given by the Board of Directors. if no Chief Operating Officer is elected, the
		duties and powers
		of the Chief Operating Officer shall be performed by the Chief Executive
		Officer.

Section

			6
			.
			Vice

			Presidents
		.  The Vice President or Vice Presidents shall perform such
		duties and have such powers as the Chief Executive Officer or the Board of
		Directors may from
		time to time prescribe.  The Board of Directors may at its discretion designate
		one or more of
		the Vice Presidents, Executive Vice Presidents or Senior Vice Presidents.  Any
		Vice President
		so designated shall have such duties and responsibilities as the board shall
		prescribe.

Section

			7
			.
			Secretary
		.  The Secretary shall attend all meetings of he shareholders, and of
		the Board of Directors and of the executive committee, and shall preserve in
		the books of the
		corporation true minutes of the proceedings of all such meetings.  He shall
		safely keep in his
		custody the seal of the corporation and shall have authority to affix the same
		to all instruments
		where its use is required or appropriate.  He shall give all notices required
		or appropriate
		pursuant to statute, bylaws, or resolution.  He shall perform such other duties
		as may be
		delegated to him by the Board of Directors or by the Executive Committee.

Section

			8
			.
			Treasurer
		.  The Treasurer shall have custody of all corporate funds and
		securities and shall keep in books belonging to the corporation full and
		accurate accounts of all
		receipts and disbursements; he shall deposit all moneys, securities and other
		valuable effects in

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the name of the corporation in depositories as may be designated for that
		purpose by the Board
		of Directors.  He shall disburse the funds of the corporation as may be ordered
		by the Board of
		Directors, taking proper vouchers for such disbursements, and shall render to
		the Chief
		Executive Officer and directors at the regular meetings of the board, and
		whenever requested by
		them, an account of all his transactions as Treasurer and of the financial
		condition of the
		corporation. if required by the Board of Directors he shall deliver to the
		Chief Executive Officer
		of the corporation, and shall keep in force a bond in form, amount and with a
		surety or sureties
		satisfactory to the Board of Directors, conditioned for faithful performance of
		the duties of his
		office, and for restoration to the corporation in case of his death,
		resignation, retirement or
		removal from office, of all books, papers, vouchers, money and property of
		whatever kind in
		his possession or under his control belonging to the corporation.

Section

			9
			.
			Assistant

			Secretary

			and

			Assistant

			Treasurer
		.  There may be elected an
		Assistant Secretary and Assistant Treasurer who shall, in the absence,
		disability or nonfeasance
		of the Secretary or Treasurer, perform the duties and exercise the powers of
		such persons
		respectively.

Section

			10
			.
			Other

			Officers
		.  All other officers, as may from time to time be appointed
		by the Board of Directors pursuant to Paragraph (a) of Section 1 of this
		Article V, shall perform
		such duties and exercise such authority as the Board of Directors shall
		prescribe.  All divisional
		officers, as may from time to time be appointed by the Board of Directors or
		the Chief Executive
		Officer pursuant to Paragraph (b) of Section 1 of this Article V, shall perform
		such duties and
		exercise such authority as the Board of Directors or the Chief Executive
		Officer shall prescribe.



INDEMNIFICATION



---

corporation or its shareholders and, with respect to a criminal action or
		proceeding, the person
		had no reasonable cause to believe his or her conduct was unlawful.  The
		termination of an
		action, suit, or proceeding by judgment, order, settlement, conviction, or upon
		a plea of nolo
		contendere or its equivalent, does not, of itself, create a presumption that
		the person did not act
		in good faith and in a manner that the person reasonably believed to be in or
		not opposed to the
		best interests of the corporation or its shareholders and, with respect to a
		criminal action or
		proceeding, had reasonable cause to believe that his or her conduct was
		unlawful.

Section

			2
			.
			Indemnification

			in

			Action

			by

			or

			in

			Right

			of

			the

			Corporation
		.  The corporation
		shall indemnify any director or executive officer, and may indemnify any other
		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 the person 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, partner,
		trustee, employee,
		or agent of another foreign or domestic corporation, partnership, joint
		venture, trust, or other
		enterprise, whether for profit or not for profit, against expenses, including
		attorney fees and
		amounts paid in settlement actually and reasonably incurred by the person in
		connection with the
		action or suit, if the person acted in good faith and in a manner the person
		reasonably believed
		to be in or not opposed to the best interests of the corporation or its
		shareholders.
		Indemnification shall not be made for a claim, issue, or matter in which the
		person shall have
		been found liable to the corporation except to the extent authorized by statute.

Section

			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 an
		action, suit, or proceeding
		referred to in Section 1 or 2 of this Article, or in defense of a claim, issue,
		or matter
		in the action, suit, or proceeding, the corporation shall indemnify that person
		against actual and
		reasonable expenses, including attorney fees that person incurred in connection
		with the action,
		suit, or proceeding and an action, suit, or proceeding brought to enforce the
		mandatory indemnification
		provided in this Section.

Section

			4
			.
			Determination
			,
			Evaluation
			,
			and

			Authorization

			of

			Indemnification
		.



> (a)    Except as otherwise
> 			provided in Subsection (e) of this Section,
> 			Section 6 of this Article, or unless ordered by a court, the corporation shall
> 			make
> 			an indemnification under Section 1 or 2 of this Article only upon a
> 			determination
> 			that indemnification of the director, officer, employee, or agent is proper in
> 			the
> 			circumstances because he or she has met the applicable standard of conduct set
> 			forth in Section 1 or 2 of this Article and upon an evaluation of the
> 			reasonableness of expenses and amounts paid in settlement.  This determination
> 			and evaluation may be made in any of the following ways:
> 			-11-
> 
> 			Table of Contents
> 			(1)   	By a majority vote of a
> 				quorum of the Board of Directors
> 				consisting of directors who are not parties or threatened to be made parties
> 				to the action, suit, or proceeding.
> 				(2)   	If a quorum cannot be
> 				obtained under Subsection (1)
> 				above, by majority vote of a committee duly designated by the Board of
> 				Directors and consisting solely of two or more directors not at the time
> 				parties or threatened to be made parties to the action, suit, or proceeding.(3)   	By independent legal
> 				counsel in a written opinion, which
> 				counsel shall be selected in one of the following ways:(A)   	By the Board of Directors
> 					or its committee in the
> 					manner prescribed in Subsections (1) or (2) above.
> 					(B)   	If a quorum of the Board of
> 					Directors cannot be obtained under Subsection (1) above and a committee cannot
> 					be
> 					designated under Subsection (2) above, by the Board of Directors.
> 
> 				          (4)   	By all "independent
> 				directors" (as that term is defined in
> 				the Michigan Business Corporation Act) who are not parties or threatened
> 				to be made parties to the action, suit, or proceeding.
> 				(5)   	By the shareholders, but
> 				shares held by directors, officers,
> 				employees, or agents who are parties or threatened to be made parties to
> 				the action, suit, or proceeding may not be voted.
> 
> 			          (b)   	In the designation of a
> 			committee under Subsection (a)(2) or in the
> 			selection of independent legal counsel under Subsection (a)(3)(B), all directors
> 			may participate.
> 			(c)   	If a person is entitled to
> 			indemnification under Section 1 or 2 for
> 			a portion of expenses, including reasonable attorney fees, judgments, penalties,
> 			fines, and amounts paid in settlement, but not for the total amount, the
> 			corporation may indemnify the person for the portion of the expenses, judgments,
> 			penalties, fines, or amounts paid in settlement for which the person is
> 			entitled to
> 			be indemnified.(d)    The corporation shall
> 			authorize payment of indemnification under
> 			this section in one of the following ways:(1)    By the Board of Directors
> 				in one of the following ways:
> 				-12-
> 
> 				Table of Contents
> 				(A)    If there are two or more
> 					directors who are not
> 					parties or threatened to be made parties to the action, suit, or
> 					proceeding, by a majority vote of all directors who are not parties
> 					or threatened to be made parties, a majority of whom shall
> 					constitute a quorum for this purpose.
> 					(B)   	By a majority of the
> 					members of a committee of
> 					two or more directors who are not parties or threatened to be made
> 					parties to the action, suit, or proceeding.(C)   	If the corporation has one
> 					or more independent
> 					directors who are not parties or threatened to be made parties to
> 					the action, suit, or proceeding, by a majority vote of all
> 					independent directors who are not parties or are threatened to be
> 					made parties, a majority of whom shall constitute a quorum for
> 					this purpose.(D)   	If there are no independent
> 					directors and less than
> 					two directors who are not parties or threatened to be made parties
> 					to the action, suit, or proceedings, by the vote necessary for action
> 					by the board in accordance with Section 523 of the Michigan
> 					Business Corporation Act, in which authorization all directors may
> 					participate.
> 
> 				          (2)   	By the shareholders, but
> 				shares held by directors, officers,
> 				employees, or agents who are parties or threatened to be made parties to
> 				the action, suit, or proceeding may not be voted on the authorization.
> 
> 			          (e)   	To the extent that the
> 			Articles of Incorporation include a provision
> 			eliminating or limiting the liability of a director pursuant to Section
> 			209(1)(c) of
> 			the Michigan Business Corporation Act, the corporation shall indemnify a
> 			director for the expenses and liabilities described in this Subsection without a
> 			determination that the director has met the standard of conduct set forth in
> 			Sections 1 or 2 of this Article, but no indemnification shall be made except to
> 			the
> 			extent authorized in Section 564c of the Michigan Business Corporation Act if
> 			the
> 			director received a financial benefit to which he or she was not entitled,
> 			intentionally inflicted harm on the corporation or its shareholders, violated
> 			Section 551 of the Michigan Business Corporation Act, or intentionally
> 			committed a criminal act.  In connection with an action or suit by or in the
> 			right
> 			of the corporation as described in Section 2 of this Article, indemnification
> 			under
> 			this Subsection shall be for expenses, including attorneys' fees, actually and
> 			reasonably incurred.  In connection with an action, suit, or proceeding other
> 			than
> 			an action, suit, or proceeding by or in the right of the corporation, as
> 			described
> 			-13-
> 
> 			Table of Contents
> 			in Section 1 of this Article, indemnification under this Subsection shall be for
> 			expenses, including attorneys' fees, actually and reasonably incurred, and for
> 			judgments, penalties, fines, and amounts paid in settlement actually and
> 			reasonably incurred.



> (a)   	The corporation shall pay
> 			or reimburse the reasonable expenses
> 			incurred by a director or executive officer, and may pay or reimburse the
> 			reasonable expenses incurred by any other employee or agent, who is a party or
> 			threatened to be made a party to an action, suit, or proceeding before final
> 			disposition of the proceeding if both of the following apply:
> 			(1)   	The person furnishes the
> 				corporation a written affirmation of the person's good faith belief that he or
> 				she has met
> 				the applicable standard of conduct set forth in Section 1 or 2 of
> 				this Article.
> 				(2)   	The person furnishes the
> 				corporation a written undertaking, executed personally or on the person's
> 				behalf, to repay
> 				the advance if it is ultimately determined that the person did not
> 				meet the standard of conduct set forth in Section 1 or 2 of this
> 				Article.
> 
> 			          (b)   	The undertaking required by
> 			Subsection (a)(2) above must be an
> 			unlimited general obligation of the person, but need not be secured and may be
> 			accepted without reference to the financial ability of the person to make
> 			repayment.
> 			(c)   	Determinations and
> 			evaluations under this Section shall be made
> 			in the manner specified in Section 4(a) above, and authorizations shall be made
> 			in the manner specified in Section 4(d) above.(d)   	A provision in the Articles
> 			of Incorporation or Bylaws, a resolution
> 			of the Board of Directors or shareholders, or an agreement making
> 			indemnification mandatory shall also make the advancement of expenses
> 			mandatory unless the provision, resolution, or agreement specifically provides
> 			otherwise.

---

indemnification or advancement of expenses may be entitled under the Articles
		of Incorporation,
		these Bylaws, or a contractual agreement.  The total amount of expenses
		advanced or
		indemnified from all sources combined may not exceed the amount of actual
		expenses incurred
		by the person seeking indemnification or advancement of expenses.  The
		indemnification
		provided in Sections 1 through 6 of this Article continues as to a person who
		ceases to be a
		director, officer, employee, or agent and shall inure to the benefit of the
		person's heirs,
		executors, and administrators.

Section

			7
			.
			Insurance
		.  The corporation may 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, partner,
		trustee, employee,
		or agent of another corporation, partnership, joint venture, trust, or other
		enterprise against any
		liability asserted against the person and incurred by the person in any such
		capacity or arising
		out of the person's status as such, whether or not the corporation would have
		power to indemnify
		the person against the liability under Sections 1 through 6 of this Article.
		To the extent that the
		Articles of Incorporation include a provision eliminating or limiting the
		liability of a director
		pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the
		corporation may
		purchase insurance on behalf of a director from an insurer owned by the
		corporation, but
		insurance purchased from that insurer may insure a director against monetary
		liability to the
		corporation or its shareholders only to the extent that the corporation could
		indemnify the
		director under Section 4(e) of this Article.

Section

			8
			.
			Constituent

			Corporation
		.  For the purposes of this Article, "corporation"
		includes all constituent corporations absorbed in a consolidation or merger and
		the resulting or
		surviving corporation, so that a person who is or was a director, officer,
		employee, or agent of
		the constituent corporation or is or was serving at the request of the
		constituent corporation as
		a director, officer, partner, trustee, employee, or agent of another foreign or
		domestic
		corporation, partnership, joint venture, trust, or other enterprise whether for
		profit or not shall
		stand in the same position under the provisions of this Article with respect to
		the resulting or
		surviving corporation as the person would if the person had served the
		resulting or surviving
		corporation in the same capacity.

Section

			9
			.
			Savings

			Clause
		.  If this Article or any portion thereof shall be invalidated on
		any ground by any court of competent jurisdiction, the corporation shall
		nevertheless indemnify
		each director, executive officer or other person whose indemnification is
		authorized by the Board
		of Directors as to expenses, including attorneys' fees, judgments, fines and
		amounts paid in
		settlement with respect to any action, suit or proceeding, whether civil
		criminal, administrative
		or investigative, including a grand jury proceeding and an action by the
		corporation, to the full
		extent permitted by any applicable portion of this Article VI that shall not
		have been invalidated
		or by any other applicable law.



---

Section

			10
			.
			Definitions
		.  For purposes of this Article VI, "other enterprise" shall include
		an employee benefit plan; "fines" shall include any excise taxes assessed on a
		person with respect
		to an employee benefit plan; and "serving at the request of the corporation"
		shall include any
		service as a director, officer, partner, trustee, employee, or agent of the
		corporation, which
		imposes duties on, or involves services by the director, officer, employee, or
		agent with respect
		to any employee benefit plan, its participants or beneficiaries; and a person
		who acted in good
		faith and in a manner he or she reasonably believed to be in the interest of
		the participants and
		beneficiaries of an employee benefit plan shall be considered to have acted in
		a manner "not
		opposed to the best interest of the corporation or its shareholders" as
		referred to in Sections 1
		and 2 of this Article.

Section

			11
			.
			Construction
		.  It is the intent of this Article VI to grant to the directors and
		executive officers of the corporation (and such other persons as the Board of
		Directors may
		designate) the broadest indemnification permitted under the laws of the State
		of Michigan, as the
		same may be amended from time to time, and this Article shall be liberally
		construed to give
		effect to such intent.  The corporation further intends, acknowledges, and
		agrees that all of the
		corporation's directors and executive officers have undertaken and will
		undertake the
		performance of their duties and obligations in reliance upon the
		indemnification provided for in
		this Article VI, and accordingly, such rights of indemnification may not be
		retroactively reduced
		or abolished as to any such director or executive officer without the written
		consent of such
		person.



SUBSIDIARIES



---

them as the directors of such subsidiary corporation, and such directors shall
		have no liability
		to the corporation as the result of any action taken in accordance with such
		instructions.

Section

			2
			.
			Subsidiary

			Officers

			Not

			Executive

			Officers
		.  The officers of any subsidiary
		corporation, shall not, by virtue of holding such title and position, be deemed
		to be executive
		officers of the corporation, nor shall any such officer of a subsidiary
		corporation, unless he shall
		also be a director or executive officer of the corporation, be entitled to have
		access to any files,
		records or other information relating or pertaining to the corporation, its
		business and finances,
		or to attend or receive the minutes of any meetings of the Board of Directors
		or any committee
		of the corporation, except as and to the extent expressly authorized and
		permitted by the Board
		of Directors or the Chief Executive Officer.



CERTIFICATES

			OF

			STOCK



Section

			2
			.
			Facsimile

			Signature
		.  Where a certificate is signed (1) by a transfer agent or
		an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
		corporation and a
		registrar, the signature of any such Chairman, President, Vice President,
		Treasurer, Assistant
		Treasurer, Secretary or Assistant Secretary may be a facsimile.  In case any
		officer, transfer
		agent, or registrar who has signed, or whose facsimile signature has been
		placed upon a
		certificate shall have ceased to be such officer, transfer agent or registrar
		before such certificate
		is issued, it may be issued by the corporation with the same effect as if he
		were such officer,
		transfer agent or registrar at the date of issue.

Section

			3
			.
			Lost

			Certificates
		.  The Board of Directors may direct a new certificate or
		certificates to be issued in place of any certificate or certificates
		theretofore issued by the
		corporation alleged to have been lost or destroyed, upon the making of an
		affidavit of that fact
		by the person claiming the certificate of stock to be lost or destroyed.  When
		authorizing such

---

issue of a new certificate or certificates, the Board of Directors may, in its
		discretion and as a
		condition precedent to the issuance thereof, require the owner of such lost or
		destroyed
		certificate or certificates, or his legal representative, to give the
		corporation a bond in such sum
		as it may direct as indemnity against any claim that may be made against the
		corporation with
		respect to the certificate alleged to have been lost or destroyed.

Section

			4
			.
			Transfers

			of

			Stock
		.  Upon surrender to the corporation or the transfer agent
		of the corporation of a certificate for shares duly endorsed or accompanied by
		proper evidence
		of succession, assignment or authority to transfer, it shall be the duty of the
		corporation to issue
		a new certificate to the person entitled thereto, cancel the old certificate
		and record the
		transaction upon its books.

Section

			5
			.
			Fixing

			of

			Record

			Date

			by

			Board
		.  For the purpose of determining the
		shareholders entitled to notice of or to vote at any meeting of shareholders,
		or any adjournment
		thereof, or to express consent to or dissent from any corporate action in
		writing without a
		meeting, or for the purpose of determining shareholders entitled to receive
		payments of any
		dividend or the distribution or allotment of any rights or evidences of
		interests arising out of any
		change, conversion or exchange of capital stock, or for the purpose of any
		other action, the
		Board of Directors may fix, in advance, a date as the record date for any such
		determination of
		shareholders.  Such date shall not be more than sixty (60) days nor less than
		ten (10) days before
		the date of any such meeting, nor more than sixty (60) days prior to any other
		action.  Only
		shareholder of record on a record date so fixed shall be entitled to notice of,
		and to vote at, such
		meeting or to receive payment of any dividend or the distribution or allotment
		of any rights or
		evidences of interests arising out of any change, conversion or exchange of
		capital stock.

Section

			6
			.
			Provision

			for

			Record

			Date

			in

			the

			Absence

			of

			Board

			Action
		.  If a record date
		is not fixed by the Board of Directors: (a) the record date for determination
		of shareholders
		entitled to notice of or to vote at a meeting of shareholders shall be the
		close of business on the
		day next preceding the day on which notice is given, or, if no notice is given,
		the day next
		preceding the day on which the meeting is held; and (b) the record date for
		determining
		shareholders entitled to express consent to corporate action in writing,
		without a meeting, when
		no prior action by the Board of Directors is necessary, shall be the day on
		which the first written
		consent is expressed; 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
		relating thereto is
		adopted.



---

Section

			7
			.
			Adjournments
		.  When a determination of shareholders of record entitled to
		notice of or to vote at a meeting of shareholders has been made as provided in
		this Article, the
		determination applies to any adjournment of the meeting, unless the board fixes
		a new record
		date for the adjourned meeting.

Section

			8
			.
			Registered

			Shareholders
		.  The corporation shall be entitled to recognize the
		exclusive rights of a person registered on its books as the owner of shares to
		receive dividends,
		and to vote as such owner, and shall not be bound to recognize any equitable or
		other claim to
		or interest in such share or shares on the part of any other person, whether or
		not it shall have
		express or other notice thereof, except as otherwise provided by the laws of
		Michigan.



GENERAL

			PROVISIONS



Section

			2
			.
			Reserves
		.  Before payment of any dividends, there may be set aside out of
		any funds of the corporation available for dividends such sum or sums as the
		directors from time
		to time, in their absolute discretion, think proper as reserve or reserves to
		meet contingencies,
		or for equalizing dividends, or for repairing or maintaining any property of
		the corporation, or
		for such other purpose as the directors shall think conducive to the interest
		of the corporation,
		and the directors may modify or abolish any such reserve in the manner in which
		it was created.

Section

			3
			.
			Checks
		.  All checks or demands for money and notes of the corporation shall
		be signed by such officer or officers or such other person or persons as the
		Board of Directors
		may from time to	time designate.

Section

			4
			.
			Fiscal

			Year
		.  The fiscal year of the corporation shall be fixed by resolution
		of the Board of Directors.



---

Section

			5
			.
			Seal
		.  The corporate seal shall have inscribed thereon the name of the
		corporation, and the words "Corporate Seal, Michigan".  The seal may be used by
		causing it or
		a facsimile thereof to be impressed or affixed or reproduced or otherwise.



AMENDMENTS