<PAGE>   1
                                  EXHIBIT 3.2


                              AMENDED AND RESTATED

                          BYLAWS OF GBC BANCORP, INC.


<PAGE>   2



                           AMENDED AND RESTATED BYLAWS

                                GBC BANCORP, INC.

                                      INDEX

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ARTICLE ONE - OFFICE..............................................................................................1

ARTICLE TWO - SHAREHOLDERS' MEETINGS..............................................................................1

         2.1      Annual Meeting..................................................................................1

         2.2      Special Meetings................................................................................1

         2.3      Place...........................................................................................1

         2.4      Notice..........................................................................................1

         2.5      Quorum..........................................................................................2

         2.6      Proxies; Required Vote..........................................................................2

         2.7      Presiding Officer and Secretary.................................................................2

         2.8      Shareholder List................................................................................2

         2.9      Action in Lieu of Meeting.......................................................................2


ARTICLE THREE - DIRECTORS.........................................................................................2

         3.1      Management......................................................................................2

         3.2      Number of Directors.............................................................................3

         3.3      Vacancies.......................................................................................3

         3.4      Election of Directors...........................................................................3

         3.5      Removal.........................................................................................3

         3.6      Resignation.....................................................................................3

         3.7      Compensation....................................................................................3

         3.8      Honorary and Advisory Directors.................................................................3
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ARTICLE FOUR - COMMITTEES.........................................................................................4

         4.1      Executive Committee.............................................................................4

         4.2      Other Committees................................................................................5

         4.3      Removal.........................................................................................5


ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS.................................................................5

         5.1      Time and Place..................................................................................5

         5.2      Regular Meetings................................................................................5

         5.3      Special Meetings................................................................................5

         5.4      Content and Waiver of Notice....................................................................5

         5.5      Quorum; Participation by Telephone..............................................................6

         5.6      Action in Lieu of Meeting.......................................................................6

         5.7      Interested Directors and Officers...............................................................6


ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES......................................................................7

         6.1      General Provisions..............................................................................7

         6.2      Powers and Duties of the Chairman of the Board, Directors
                  and the President...............................................................................7

         6.3      Powers and Duties of Vice Presidents............................................................8

         6.4      Powers and Duties of the Secretary..............................................................8

         6.5      Powers and Duties of the Treasurer..............................................................8

         6.6      Appointment, Powers and Duties of Assistant Secretaries.........................................8

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         6.7      Appointment, Powers and Duties of Assistant Treasurers..........................................8

         6.8      Delegation of Duties............................................................................9


ARTICLE SEVEN - CAPITAL STOCK.....................................................................................9

         7.1      Certificates....................................................................................9

         7.2      Shareholder List...............................................................................10

         7.3      Transfer of Shares.............................................................................10

         7.4      Record Dates...................................................................................10

         7.5      Registered Owner...............................................................................10

         7.6      Transfer Agent and Registrar...................................................................10

         7.7      Lost Certificates..............................................................................10

         7.8      Fractional Shares or Scrip.....................................................................11


ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS.......................................................11

         8.1      Inspection of Books and Records................................................................11

         8.2      Seal...........................................................................................12

         8.3      Annual Statements..............................................................................12


ARTICLE NINE - INDEMNIFICATION...................................................................................12

         9.1      Authority to Indemnify.........................................................................12

         9.2      Mandatory Indemnification......................................................................12
         9.3      Advances for Expenses..........................................................................13

         9.4      Court-ordered Indemnification and Advances for Expenses........................................13

         9.5      Determination of Indemnification...............................................................13
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         9.6      Authorization of Indemnification...............................................................13

         9.7      Other Rights...................................................................................14

         9.8      Insurance......................................................................................14

         9.9      Continuation of Expenses.......................................................................14


ARTICLE TEN - NOTICES: WAIVERS OF NOTICE.........................................................................14

         10.1     Notices........................................................................................14

         10.2     Waivers of Notice..............................................................................15


ARTICLE ELEVEN - EMERGENCY POWERS................................................................................15

         11.1     Bylaws.........................................................................................15

         11.2     Lines of Succession............................................................................15

         11.3     Head Office....................................................................................15

         11.4     Period of Effectiveness........................................................................15

         11.5     Notices........................................................................................15

         11.6     Officers as Directors Pro Tempore..............................................................16

         11.7     Liability of Officers, Directors and Agents....................................................16


ARTICLE TWELVE - CHECKS, NOTES, DRAFTS, ETC......................................................................16


ARTICLE THIRTEEN - AMENDMENTS....................................................................................16
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                                       iv

<PAGE>   6


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                GBC BANCORP, INC.



                                   ARTICLE ONE
                                     OFFICES

         The Corporation shall at all times maintain its principal office in
Lawrenceville, Georgia, its registered office in the State of Georgia and its
registered agent at that address, but it may have other offices located within
or outside the State of Georgia as the Board of Directors may determine.

                                   ARTICLE TWO
                              SHAREHOLDERS' MEETING

         2.1 Annual Meeting. A meeting of the shareholders of the Corporation
shall be held annually. The annual meeting shall be held at such time and place
and on such date as the Directors shall determine from time to time and as shall
be specified in the notice of the meeting.

         2.2 Special Meetings. Special meeting of the shareholders may be called
at any time by the Corporation's Board of Directors, its President, and by the
Corporation upon the written request of any one or more shareholders, owning an
aggregate of not less than twenty-five percent (25%) of the outstanding capital
stock of the Corporation. Special meetings shall beheld at such time and place
and on such dates as shall be specified in the notice of the meeting.

         2.3 Place. Annual special meetings of shareholders may beheld within
the State of Georgia.

         2.4 Notice. Notice of annual or special shareholders meetings stating
the place, day and hour of the meeting shall be given in writing not less than
ten nor more than sixty days before the date of the meeting, either mailed to
the last known address or personally given to each shareholder. Notice of any
special meeting of shareholders shall state the purpose or purposes for which
the meeting is called. The notice of any meeting at which amendments to or
restatements of the Articles of Incorporation, merger or share exchange of the
Corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further comply
with all requirements of law. Notice of a meeting may be waived by an instrument
in writing executed before or after the meeting. The waiver need not specify the
purpose of the meeting or the business transacted, unless one of the purposes of
the meeting concerns a plan of merger or share exchange, in which event the
waiver shall comply with the further requirements of law concerning such
waivers. Attendance at such meeting in person or by proxy shall constitute a
waiver or notice thereof.


                                      -5-
<PAGE>   7

                  2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction of
business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at the
meeting and entitled to vote. A lesser number may adjourn from day to day, and
shall announce the time and place to which the meeting is adjourned.

                  2.6 Proxies; Required Vote. At every meeting of the
shareholders, including meetings of shareholders for the election of directors,
any shareholder having the right to vote shall be entitled to vote in person or
by proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his or her name on
the books of the Corporation. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the Articles of Incorporation or by these Bylaws.

                  2.7 Presiding Officer and Secretary. At every meeting of
shareholders, the Chairman or the President, or, if such officers shall not be
present, then the person appointed by one of them shall preside. The Secretary
or an Assistant Secretary, or if such officers shall not be present, the
appointee of the presiding officer of the meeting, shall act as secretary of the
meeting.

                  2.8. Shareholder List. The officer or agent having charge of
the stock transfer books of the Corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholders, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder. If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.

                  2.9 Action in Lieu of Meeting. Any action to be taken at a
meeting of the shareholders of the Corporation, or any action that may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing setting forth the action so taken shall be signed by those persons who
would be entitled to vote at a meeting those shares having voting power to cast
not less than the minimum number (or numbers, in the case of voting by class) of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote were present and voted.

                                   ARTICLE III
                                    DIRECTORS

                  3.1 Management. Subject to these Bylaws, or any lawful
agreement between the shareholders, the full and entire management of the
affairs and business of the Corporation shall be vested in the Board of
Directors, which shall have and may exercise all of the powers that may be
exercised or performed by the Corporation.

                  3.2 Number of Directors. The Board of Directors shall consist
of not less than seven (7) nor more than fifteen (15) members. The number of
Directors may be fixed or


                                      -6-
<PAGE>   8

changed from time to time, within the minimum and maximum, by the shareholders
by the affirmative vote of two-thirds (66-%) of the issued and outstanding
shares of the Corporation entitled to vote in an election of Directors, or by
the Board of Directors by the affirmative vote of two-thirds (66-%) of all
Directors then in office.

                  3.3 Vacancies. The directors, even though less than a quorum,
may fill any vacancy on the Board of Directors, including a vacancy created by
an increase in the number of directors. Such appointment by the directors shall
continue until the expiration of the term of the director whose place has become
vacant or, in the case of an increase in the number of directors, until the next
meeting of the shareholders.

                  3.4 Election of Directors. The Directors shall be elected at
each annual shareholders meeting and shall serve for a term of one year and
until their successors are elected or qualified.

                  3.5 Removal. Any Director may be removed from office, at a
meeting with respect to which notice of such purpose is given (a) without cause,
only upon the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Corporation, and (b) with cause, only upon the
affirmative vote of the holders of a majority of the issued and outstanding
shares of the Corporation represented at the meeting either in person or by
proxy.

                  3.6 Resignation. Any director may resign at any time either
orally at any meeting of the Board of Directors or by so advising the Chairman
of the Board of Directors or the President or by giving written notice to the
Corporation. A director who resigns may postpone the effectiveness of his or her
resignation to a future date or upon the occurrence of a future event specified
in a written tender of resignation. If no time of effectiveness is specified
therein, a resignation shall be effective upon tender. A vacancy shall be deemed
to exist at the time a resignation is tendered, and the Board of Directors or
the shareholders may, then or thereafter, elect a successor to take office when
the resignation by its terms becomes effective.

                  3.7 Compensation. Directors may be allowed such compensation
for their services as directors as may from time to time be fixed by resolution
of the Board of Directors.

                  3.8 Honorary and Advisory Directors. When a director of the
Corporation retires under the retirement policies of the Corporation as
established from time to time by the Board of Directors, such director
automatically shall become an Honorary Director of the Corporation following his
or her retirement. The Board of Directors of the Corporation also may appoint
any individual an Honorary Director, Director Emeritus, or member of any
advisory board established by the Board of Directors. Any individual
automatically becoming an Honorary Director or appointed an Honorary Director,
Director Emeritus, or member of an advisory board as provided by this Section
3.8 may be compensated as provided in Section 3.7, but such individual may not
vote at any meeting of the Board of Directors or be counted in determining a
quorum as provided in Section 5.5 and shall not have any responsibility or be
subject to any liability imposed upon a director, or otherwise be deemed a
director.


                                      -7-
<PAGE>   9

                                  ARTICLE FOUR
                                   COMMITTEES

                  4.1      Executive Committee.

                           (a) The Board of Directors may, by resolution adopted
by a majority of the entire Board of Directors, designate an Executive Committee
consisting of one or more directors. Each Executive Committee member shall hold
office until the first meeting of the Board of Directors after the annual
meeting of shareholders and until the member's successor is elected and
qualified, or until the member's death, resignation or removal, or until the
member shall cease to be a director.

                           (b) During the intervals between the meetings of the
Board of Directors, the Executive Committee may exercise all the authority of
the Board of Directors; provided, however, that the Executive Committee shall
not have the power to amend or repeal any resolution of the Board of Directors
that by its terms shall not be subject to amendment or repeal by the Executive
Committee, and the Executive Committee shall not have the authority of the Board
of Directors in reference to (i) the amendment of the Articles of Incorporation
or Bylaws of the Corporation; (ii) the adoption of a plan of merger or
consolidation; (iii) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Corporation; or (iv) a
voluntary dissolution of the Corporation or the revocation of any such voluntary
dissolution.

                           (c) The Executive Committee shall meet from time to
time on call of the Chairman of the Board of Directors or the President or of
any two or more members of the Executive Committee. Meetings of the Executive
Committee may be held at such place or places, within or without the State of
Georgia, as the Executive Committee shall determine or as may be specified or
fixed in the respective notices or waivers of such meetings. The Executive
Committee may fix its own rules of procedure, including provision for notice of
its meetings. It shall keep a record of its proceedings and shall report these
proceedings to the Board of Directors at the meeting thereof held next after
they have been taken, and all such proceedings shall be subject to revision or
alteration by the Board of Directors except to the extent that action shall have
been taken pursuant to or in reliance upon such proceedings prior to any such
revision or alteration.

                           (d) The Executive Committee shall act by majority
vote of its members; provided, however, that contracts or transactions of and by
the Corporation in which officers or directors of the Corporation are interested
shall require the affirmative vote of a majority of the disinterested members of
the Executive Committee at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.

                           (e) Members of the Executive Committee may
participate in committee proceedings by means of conference telephone or similar
communications equipment by means of which all persons participating in the
proceedings can hear each other, and such participation shall constitute
presence in person at such proceedings.


                                      -8-
<PAGE>   10

                           (f) The Board of Directors, by resolution adopted in
accordance with paragraph (a) of this Section, may designate one or more
directors as alternate members of the Executive Committee who may act in the
place and stead of any absent member or members at any meeting of said
committee.

                  4.2      Other Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may designate
one or more additional committees, each committee to consist of one or more of
the directors of the Corporation, which shall have such name or names and shall
have and may exercise such powers of the Board of Directors, except the powers
denied to the Executive Committee, as may be determined from time to time by the
Board of Directors. Such committees shall provide for their own rules of
procedure, subject to the same restrictions thereon as provided above for the
Executive Committee.

                  4.3      Removal. The Board of Directors shall have power at
any time to remove any member of any committee, with or without cause, and to
fill vacancies in and to dissolve any such committee.

                                  ARTICLE FIVE
                       MEETINGS OF THE BOARD OF DIRECTORS

                  5.1      Time and Place. Meetings of the Board of Directors
may be held at any place either within or without the State of Georgia.

                  5.2      Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place, within or without
the State of Georgia, as shall be determined by the Board of Directors from time
to time.

                  5.3      Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or the
President on not less than one day's notice by mail, telegram, cablegram,
personal delivery or telephone to each director and shall be called by the
Chairman of the Board of Directors or the President in like manner and on like
notice on the written request of any two or more directors. Any such special
meeting shall be held at such time and place, within or without the State of
Georgia, as shall be stated in the notice of the meeting.

                  5.4      Content and Waiver of Notice. No notice of any
meeting of the Board of Directors need state the purposes thereof, except as may
be otherwise provided in these Bylaws. Notice of any meeting may be waived by an
instrument in writing executed before or after the meeting. Attendance in person
at any such meeting shall constitute a waiver of notice thereof unless the
director at the beginning of the meeting (or promptly upon his or her arrival)
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

                  5.5      Quorum; Participation by Telephone. At all meetings
of the Board of Directors, the presence of a majority of the authorized number
of directors shall be necessary and sufficient to constitute a quorum for the
transaction of business. Directors may participate in any meeting by means of
conference telephone or similar communications equipment by means of


                                      -9-
<PAGE>   11

which all persons participating in the meeting can hear each other, and
participation in a meeting by means of such communications equipment shall
constitute the presence in person at such meeting. Except as may be otherwise
specifically provided by law, the Articles of Incorporation or these Bylaws, all
resolutions adopted and all business transacted by the Board of Directors shall
require the affirmative vote of a majority of the directors present at the
meeting. In the absence of a quorum, a majority of the directors present at any
meeting may adjourn the meeting from time to time until a quorum is present.
Notice of any adjourned meeting need only be given by announcement at the
meeting at which the adjournment is taken.

                  5.6      Action in Lieu of Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a written consent thereto is signed by
all members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Board of Directors and upon compliance with any further requirements of law
pertaining to such consents.

                  5.7      Interested Directors and Officers. An interested
director or officer is one who is a party to a contract or transaction with the
Corporation or who is an officer or director of, or has a financial interest in,
another corporation, partnership or association which is a party to a contract
or transaction with the Corporation. Contracts and transactions between the
Corporation and one or more interested directors or officers shall not be void
or voidable solely because of the involvement or vote of such interested persons
as long as (a) the contract or transaction is approved in good faith by the
Board of Directors or appropriate committee by the affirmative vote of a
majority of disinterested directors, even if the disinterested directors be less
than a quorum, at a meeting of the Board of Directors or committee at which the
material facts as to the interested person or persons and the contract or
transaction are disclosed or known to the Board of Directors or committee prior
to the vote; or (b) the contract or transaction is approved in good faith by the
shareholders after the material facts as to the interested person or persons and
the contract or transaction have been disclosed to them; or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, committee or shareholders.
Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or committee which authorizes the contract or
transaction.

                                   ARTICLE SIX
                         OFFICERS, AGENTS AND EMPLOYEES

                  6.1      General Provisions. The officers of the Corporation
shall be a President and a Secretary, and may include a Treasurer, Chairman of
the Board of Directors, one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers. The officers shall be elected
by the Board of Directors at the first meeting of the Board of Directors after
the annual meeting of the shareholders in each year or shall be appointed as
provided in these Bylaws. The Board of Directors may elect other officers,
agents and employees, who shall have such authority and perform such duties as
may be prescribed by the Board of Directors. All officers shall hold office
until the meeting of the Board of Directors following the next annual meeting of
the shareholders after their election or appointment and until their successors
shall


                                      -10-
<PAGE>   12

have been elected or appointed and shall have qualified. Any two or more offices
may be held by the same person. Any officer, agent or employee of the
Corporation may be removed by the Board of Directors with or without cause.
Removal without cause shall be without prejudice to such person's contract
rights, if any, but the election or appointment of any person as an officer,
agent or employee of the Corporation shall not of itself create contract rights.
The compensation of officers, agents and employees elected by the Board of
Directors shall be fixed by the Board of Directors or by a committee thereof,
and this power may also be delegated to any officer, agent or employee as to
persons under his or her direction or control. The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.

                  6.2      Powers and Duties of the Chairman of the Board of
Directors and the President. The powers and duties of the Chairman of the Board
of Directors and the President, subject to the supervision and control of the
Board of Directors, shall be those usually appertaining to their respective
offices and whatever other powers and duties are prescribed by these Bylaws or
by the Board of Directors.

                           (a) The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors and at all meetings of the
shareholders. The Chairman of the Board shall perform such other duties as the
Board of Directors may from time to time direct. The Vice-Chairman shall act as
Chairman of the Board of Directors unless another director is elected Chairman.

                           (b) The President shall, unless otherwise provided by
the Board of Directors, be the chief executive officer of the Corporation. The
President shall have general charge of the business and affairs of the
Corporation and shall keep the Board of Directors fully advised. The President
shall employ and discharge employees and agents of the Corporation, except such
as shall be elected by the Board of Directors, and he or she may delegate these
powers. The President shall have such powers and perform such duties as
generally pertain to the office of the President, as well as such further powers
and duties as may be prescribed by the Board of Directors. The President may
vote the shares or other securities of any other domestic or foreign corporation
of any type or kind which may at any time be owned by the Corporation, may
execute any shareholders' or other consents in respect thereof and may in his or
her discretion delegate such powers by executing proxies, or otherwise, on
behalf of the Corporation. The Board of Directors, by resolution from time to
time, may confer like powers upon any other person or persons.

                  6.3      Powers and Duties of Vice Presidents. Each Vice
President shall have such powers and perform such duties as the Board of
Directors or the President may prescribe and shall perform such other duties as
may be prescribed by these Bylaws. In the absence or inability to act of the
President, unless the Board of Directors shall otherwise provide, the Vice
President who has served in that capacity for the longest time and who shall be
present and able to act, shall perform all duties and may exercise any of the
powers of the President. The performance of any such duty by a Vice President
shall be conclusive evidence of his or her power to act.


                                      -11-
<PAGE>   13

                  6.4      Powers and Duties of the Secretary. The Secretary
shall have charge of the minutes of all proceedings of the shareholders and of
the Board of Directors and shall keep the minutes of all their meetings at which
he or she is present. Except as otherwise provided by these Bylaws, the
Secretary shall attend to the giving of all notices to shareholders and
directors. He or she shall have charge of the seal of the Corporation, shall
attend to its use on all documents the execution of which on behalf of the
Corporation under its seal is duly authorized and shall attest the same by his
or her signature whenever required. The Secretary shall have charge of the
record of shareholders of the Corporation, of all written requests by
shareholders that notices be mailed to them at an address other than their
addresses on the record of the shareholders, and of such other books and papers
as the Board of Directors may direct. Subject to the control of the Board of
Directors, the Secretary shall have all such powers and duties as generally are
incident to the position of Secretary or as may be assigned to the Secretary by
the President or the Board of Directors.

                  6.5      Powers and Duties of the Treasurer. The Treasurer
shall have charge of all funds and securities of the Corporation, shall endorse
the same for deposit or collection when necessary and deposit the same to the
credit of the Corporation in such Corporations or depositories as the Board of
Directors may authorize. The Treasurer may endorse all commercial documents
requiring endorsements for or on behalf of the Bank and may sign all receipts
and vouchers for payment made to the Corporation. The Treasurer shall have all
such powers and duties as generally are incident to the position of Treasurer or
as may be assigned to the Treasurer by the President or by the Board of
Directors.

                  6.6      Appointment, Powers and Duties of Assistant
Secretaries. Assistant Secretaries may be appointed by the President or elected
by the Board of Directors. In the absence or inability of the Secretary to act,
any Assistant Secretary may perform all the duties and exercise all the powers
of the Secretary. The performance of any such duty shall be conclusive evidence
of the Assistant Secretary's power to act. An Assistant Secretary shall also
perform such other duties as the Secretary or the Board of Directors may assign
to him or her.

                  6.7      Appointment, Powers and Duties of Assistant
Treasurers. Assistant Treasurers may be appointed by the President or elected by
the Board of Directors. In the absence or inability of the Treasurer to act, an
Assistant Treasurer may perform all the duties and exercise all the powers of
the Treasurer. The performance of any such duty shall be conclusive evidence of
the Assistant Treasurer's power to act. An Assistant Treasurer shall also
perform such other duties as the Treasurer or the Board of Directors may assign
to him or her.

                  6.8      Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors (or in the case of Assistant
Secretaries or Assistant Treasurers only, the President) may confer for the time
being the powers and duties, or any of them, of such officer upon any other
officer or elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer. In such latter event such
new officer shall serve until the next annual election of officers.


                                      -12-
<PAGE>   14

                                  ARTICLE SEVEN
                                  CAPITAL STOCK

                  7.1      Certificates.

                           (a) The interest of each shareholder shall be
evidenced by a certificate or certificates representing shares of the
Corporation which shall be in such form as the Board of Directors may from time
to time adopt and shall be numbered and shall be entered into the books of the
Corporation as they are issued. Each certificate representing shares shall set
forth upon the face thereof the following:

                                    (i)      the name of the Corporation;

                                    (ii)     that the Corporation is organized
under the laws of the State of Georgia;

                                    (iii)    the name or names of the person or
persons to whom the certificate is issued;

                                    (iv)     the number and class of shares, and
the designation of the series, if any, which the certificate represents; and

                                    (v)      if any shares  represented by the
certificates are nonvoting shares, a statement or notation to that effect; and,
if the shares represented by the certificate are subordinate to shares of any
other class or series with respect to dividends or amounts payable on
liquidation, the certificate shall further set forth on either the face or the
back thereof a clear and concise statement to that effect.

                           (b)      Each certificate shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the Corporation or a facsimile thereof. If a
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation, the
signature of any such officer of the Corporation may be a facsimile. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signatures shall have been used
thereon had not ceased to be such officer or officers.

                  7.2      Shareholder List. The Corporation shall keep or cause
to be kept a record of the shareholders of the Corporation which readily shows,
in alphabetical order or by alphabetical index, and by classes or series of
stock, if any, the names of the shareholders entitled to vote, with the address
of and the number of shares held by each. Said record shall be presented and
kept open at all meetings of the shareholders.


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<PAGE>   15

                  7.3      Transfer of Shares. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate, or
by power of attorney lawfully constituted in writing, and upon surrender of the
certificate, or in the case of a certificate alleged to have been lost, stolen
or destroyed, upon compliance with the provisions of Section 7.7 of these
Bylaws.

                  7.4      Record Dates. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy days and,
in case of a meeting of shareholders, not less than ten days, prior to the date
on which the particular action requiring such determination of shareholders is
to be taken.

                  7.5      Registered Owner. The Corporation shall be entitled
to treat the holder of record of any share of stock of the Corporation as the
person entitled to vote such share, to receive any dividend or other
distribution with respect to such share, and for all other purposes and
accordingly shall not be bound to recognize any equitable or other claim or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

                  7.6      Transfer Agent and Registrars. The Board of Directors
may appoint one or more transfer agents and one or more registrars and may
require each stock certificate to bear the signature or signatures of a transfer
agent or a registrar or both.

                  7.7      Lost Certificates. Any person claiming a certificate
of stock to be lost, stolen or destroyed shall make an affidavit or affirmation
of the fact in such manner as the Board of Directors may require and, if the
directors so require, shall give the Corporation a bond of indemnity in form and
amount and with one or more sureties satisfactory to the Board of Directors,
whereupon an appropriate new certificate may be issued in lieu of the
certificate alleged to have been lost, stolen or destroyed.

                  7.8      Fractional Shares or Scrip. The Corporation may, when
and if authorized so to do by its Board of Directors, issue certificates for
fractional shares or scrip in order to effect share transfers, share
distributions or reclassifications, mergers, consolidations or reorganizations.
Holders of fractional shares shall be entitled, in proportion to their
fractional holdings, to exercise voting rights, receive dividends and
participate in any of the assets of the Corporation in the event of liquidation.
Holders of scrip shall not, unless expressly authorized by the Board of
Directors, be entitled to exercise any rights of a shareholder of the
Corporation, including voting rights, dividend rights or the right to
participate in any assets of the Corporation in the event of liquidation. In
lieu of issuing fractional shares or scrip, the Corporation may pay in cash the
fair value of fractional interests as determined by the Board of Directors; and
the Board of Directors may adopt resolutions regarding rights with respect to
fractional shares or scrip as it may deem appropriate, including without
limitation the right for persons entitled to receive fractional shares to sell
such fractional shares or purchase such additional fractional


                                      -14-
<PAGE>   16

shares as may be needed to acquire one full share, or sell such fractional
shares or scrip for the account of such persons.

                                  ARTICLE EIGHT
                   BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

                  8.1      Inspection of Books and Records.

                           (a) Any person who shall be the holder of record of,
or authorized in writing by the holders of record of, at least two percent (2%)
of the outstanding shares of any class or series of the Corporation, upon
written demand stating the purpose thereof, shall have the right to examine in
person or by agent or attorney, at any reasonable time or times, for any proper
purpose, the books and records of account, minutes and record of shareholders
and to make extracts therefrom.

                           (b) A shareholder may inspect and copy the records
described in the immediately preceding paragraph only if (i) his or her demand
is made in good faith and for a proper purpose that is reasonably relevant to
his or her legitimate interest as a shareholder; (ii) the shareholder describes
with reasonable particularity his or her purpose and the records he or she
desires to inspect; (iii) the records are directly connected with the stated
purpose; and (iv) the records are to be used only for that purpose.

                           (c) If the Secretary or a majority of the
Corporation's Board of Directors or Executive Committee members find that the
request is proper, the Secretary shall promptly notify the shareholder of the
time and place at which the inspection may be conducted.

                           (d) If said request is found by the Secretary, the
Board of Directors or the Executive Committee to be improper, the Secretary
shall so notify the requesting shareholder on or prior to the date on which the
shareholder requested to conduct the inspection. The Secretary shall specify in
said notice the basis for the rejection of the shareholder's request.

                           (e) The Secretary, Board of Directors and the
Executive Committee shall at all times be entitled to rely on the corporate
records in making any determination hereunder.

                  8.2      Seal. The Corporate seal shall be in such form as the
Board of Directors may from time to time determine. In the event it is
inconvenient to use such a seal at any time, the signature of the Corporation
followed by the word "Seal" enclosed in parentheses or scroll shall be deemed
the seal of the Corporation.

                  8.3      Annual Statements. Not later than four months after
the close of each fiscal year, and in any case prior to the next annual meeting
of shareholders, the Corporation shall prepare:

                           (a) A balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its fiscal year; and


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<PAGE>   17

                           (b) A profit and loss statement showing the results
of its operations during its fiscal year. Upon written request, the Corporation
promptly shall mail to any shareholder of record a copy of its most recent
balance sheet and profit and loss statement.

                                  ARTICLE NINE
                                 INDEMNIFICATION

                  9.1      Authority to Indemnify. The Corporation shall
indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he or she is or was a director, officer, employee or agent of
the Corporation (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) for reasonable expenses, judgments, fines, penalties
and amounts paid in settlement (including attorneys' fees), incurred in
connection with the proceeding if the individual acted in a manner he or she
believed in good faith to be in or not opposed to the best interests of the
Corporation and, in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent is not, of itself, determinative that the
director, officer, employee or agent did not meet the standard of conduct set
forth above. Indemnification permitted under this Section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

                  9.2      Mandatory Indemnification. To the extent that a
director, officer, employee or agent of the Corporation has been successful, on
the merits or otherwise, in the defense of any proceeding to which he or she was
a party, or in defense of any claim, issue, or matter therein, because he or she
is or was a director, officer, employee or agent of the Corporation, the
Corporation shall indemnify the director, employee or agent against reasonable
expenses incurred by him or her in connection therewith.

                  9.3      Advance for Expenses. The Corporation shall pay for
or reimburse the reasonable expenses incurred by a director, officer, employee
or agent of the Corporation who is a party to a proceeding in advance of final
disposition of the proceeding if (a) he or she furnishes the Corporation written
affirmation of his or her good faith belief that he or she has met the standard
of conduct set forth in Section 9.1 of this Article, and (b) he or she furnishes
the Corporation a written undertaking, executed personally or on his or her
behalf, to repay any advance if it is ultimately determined that he or she is
not entitled to indemnification. The undertaking required by this Section must
be an unlimited general obligation but need not be secured and may be accepted
without reference to financial ability to make repayment.

                  9.4      Court-ordered Indemnification and Advances for
Expenses. A director, officer, employee or agent of the Corporation who is a
party to a proceeding may apply for indemnification or advances for expenses to
the court conducting the proceeding or to another court of competent
jurisdiction.

                  9.5      Determination of Indemnification. Except as provided
in Section 9.2 and except as may be ordered by the court, the Corporation may
not indemnify a director, officer,


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<PAGE>   18

employee or agent under Section 9.1 unless authorized thereunder and a
determination has been made in the specific case that indemnification of the
director, officer, employee or agent is permissible in the circumstances because
he or she has met the standard of conduct set forth in Section 9.1. The
determination shall be made:

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

                           (b)      If a quorum cannot be obtained, by majority
vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate), consisting solely of two
or more directors not at the time parties to the proceeding;

                           (c)      By special legal counsel:

                                    (i)      Selected by the Board of Directors
or its committee in the manner prescribed in paragraph (a) or (b) of this
Section; or

                                    (ii)     If a quorum of the Board of
Directors cannot be obtained and a committee cannot be designated, selected by a
majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or

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

                  9.6      Authorization of Indemnification. Authorization of
indemnification or an obligation to indemnify and evaluation as to the
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection (c)
of Section 9.5 to select counsel.

                  9.7      Other Rights. The indemnification and advancement of
expenses provided by or granted pursuant to this Article Nine shall not be
deemed exclusive of any other rights, in respect of indemnification or
otherwise, to which those seeking indemnification or advancement of expenses may
be entitled under any bylaw, resolution, agreement or contract either
specifically or in general terms approved by the affirmative vote of the holders
of a majority of the shares entitled to vote thereon taken at a meeting the
notice of which specified that such bylaw, resolution or agreement would be
placed before the stockholders, both as to action by a director, trustee,
officer, employee or agent in his or her official capacity and as to action in
another capacity while holding such office or position; except that no such
other rights, in respect to indemnification or otherwise, may be provided or
granted to a director, trustee, officer, employee, or agent pursuant to this
Section 9.7 by the Corporation for liability for (a) any appropriation, in
violation of his or her duties, of any business opportunity of the Corporation;
(b) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (c) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code dealing with illegal or
unauthorized distributions of corporate assets, whether


                                      -17-
<PAGE>   19

as dividends or in liquidation of the Corporation or otherwise; or (d) any
transaction from which the director derived an improper material tangible
personal benefit.

                  9.8      Insurance. The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the Corporation or who, while a director, officer,
employee, or agent of the Corporation, 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,
employee benefit plan, or other enterprise against liability asserted against or
incurred by him or her in that capacity or arising from his or her status as a
director, officer, employee, or agent whether or not the Corporation would have
power to indemnify him or her against the same liability under this Article
Nine.

                  9.9      Continuation of Expenses. The indemnification and
advancement of expenses provided by or granted pursuant to this Article Nine
shall continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

                                   ARTICLE TEN
                           NOTICES: WAIVERS OF NOTICE

                  10.1     Notices. Except as otherwise specifically provided in
these Bylaws, whenever under the provision of these Bylaws notice is required to
be given to any shareholder, director or officer, it shall not be construed to
mean personal notice, but such notice may be given by personal notice, by
telegram or cablegram, or by mail by depositing the same in the post office or
letter box in a postage prepaid sealed wrapper, addressed to such shareholder,
director or officer at such address as appears on the books of the Corporation,
and such notice shall be deemed to be given at the time when the same shall be
thus sent or mailed.

                  10.2     Waivers of Notice. Except as otherwise provided in
these Bylaws, when any notice is required to be given by law, by the Articles of
Incorporation or by these Bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. In the case of a shareholder, such waiver of notice
may be signed by the shareholder's attorney or proxy duly appointed in writing.

                                 ARTICLE ELEVEN
                                EMERGENCY POWERS

                  11.1     Bylaws. The Board of Directors may adopt emergency
bylaws, subject to repeal or change by action of the shareholders, which shall,
notwithstanding any provision of law, the Articles of Incorporation or these
Bylaws, be operative during any emergency in the conduct of the business of the
Corporation resulting from an attack on the United States or on a locality in
which the Corporation conducts its business or customarily holds meetings of its
Board of Directors or its shareholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Board of Directors or a standing
committee thereof cannot readily be convened for action.


                                      -18-
<PAGE>   20

The emergency bylaws may make any provision that may be practical and necessary
for the circumstances of the emergency.

                  11.2     Lines of Succession. The Board of Directors, either
before or during any such emergency, may provide, and from time to time modify,
lines of succession in the event that during such an emergency any or all
officers or agents of the Corporation shall for any reason be rendered incapable
of discharging their duties.

                  11.3     Head Office. The Board of Directors, either before or
during any such emergency, may (effective during the emergency) change the head
office or designate several alternative head offices or regional offices, or
authorize the officers to do so.

                  11.4     Period of Effectiveness. To the extent not
inconsistent with any emergency bylaws so adopted, these Bylaws shall remain in
effect during any such emergency and upon its termination, the emergency bylaws
shall cease to be operative.

                  11.5     Notices. Unless otherwise provided in emergency
bylaws, notice of any meeting of the Board of Directors during any such
emergency may be given only to such of the directors as it may be feasible to
reach at the time, and by such means as may be feasible at the time, including
publication, radio or television.

                  11.6     Officers as Directors Pro Tempore. To the extent
required to constitute a quorum at any meeting of the Board of Directors during
any such emergency, the officers of the Corporation who are present shall,
unless otherwise provided in emergency bylaws, be deemed, in order of rank and
within the same rank in order of seniority, directors for such meeting.

                  11.7     Liability of Officers, Directors and Agents. No
officer, director, agent or employee acting in accordance with any emergency
bylaw shall be liable except for willful misconduct. No officer, director, agent
or employee shall be liable for any action taken by him or her in good faith in
such an emergency in furtherance of the ordinary business affairs of the
Corporation even though not authorized by the bylaws then in effect.

                                 ARTICLE TWELVE
                           CHECKS, NOTES, DRAFTS, ETC.

                  Checks, notes, drafts, acceptances, bills of exchange and
other orders or obligations for the payment of money shall be signed by such
officer or officers or person or persons as the Board of Directors by resolution
shall from time to time designate.

                                ARTICLE THIRTEEN
                                   AMENDMENTS

                  The Bylaws of the Corporation may be altered or amended and
new bylaws may be adopted by the shareholders at any annual or special meeting
of the shareholders or by the Board of Directors at any regular or special
meeting of the Board of Directors; provided, however, that, if such action is to
be taken at a meeting of the shareholders, notice of the general nature of the
proposed change in the Bylaws shall be given in the notice of meeting. The


                                      -19-
<PAGE>   21

shareholders may provide by resolution that any bylaw provision repealed,
amended, adopted, or altered by them may not be repealed, amended, adopted or
altered by the Board of Directors. Except as otherwise provided in the Articles
of Incorporation or these Bylaws, action by the shareholders with respect to
bylaws shall by taken by an affirmative vote of a majority of all shares
entitled to elect Directors, and action by the Board of Directors with respect
to bylaws shall be taken by an affirmative vote of a majority of all Directors
then holding office.


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