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                                   EXHIBIT 3.1

                                     BYLAWS

                                       OF

                           COMMUNITY BANCSHARES, INC.

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                                     BYLAWS
                                       OF
                           COMMUNITY BANCSHARES, INC.

                                    ARTICLE I
                                     OFFICES

         Section 1.1. Principal Office. The principal office of the Corporation
shall be in the city of Blountsville, County of Blount, State of Alabama.

         Section 1.2. Other Offices. The Corporation may also have offices at
such other places within or without the States of Alabama or Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE II
                          MEETINGS OF THE STOCKHOLDERS

         Section 2.1. Place of Meetings. Meetings of the stockholders shall be
held at the Corporation's principal office in Blountsville, Alabama or at such
other place either within or without the States of Alabama or Delaware as shall
be specified in the notice of the meeting or in a waiver thereof.

         Section 2.2. Annual Meeting. Annual meetings of the stockholders shall
be held on a date and time designated by the Board of Directors and, as set
forth in the notice of the meeting, for the purpose of electing directors and
transacting such other business as may properly be brought before the meeting.

         Section 2.3. Special Meetings. Special meetings of the stockholders may
be called only by the Chairman of the Board, President, a majority of the Board
of Directors, or by such person or persons as may be authorized by the
Certificate of Incorporation or by these Bylaws. A request for a special meeting
shall state the purpose of the meeting and the matters proposed to be acted on
at it.

         Section 2.4. Notice. Not less than twenty (20) nor more than sixty (60)
days before each meeting of the stockholders, the Secretary of the Corporation
shall give written notice of the meeting to each stockholder of record entitled
to vote at the meeting. The notice shall state the date, hour and place of the
meeting and the purpose of the meeting, if the meeting is a special meeting or
notice of the purpose is required by the General Corporation Law of the State of
Delaware.

         Section 2.5. Quorum. The holders of shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
exists with respect to that matter. The presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast on
a matter by a voting group, shall constitute a quorum at meetings of
stockholders except as otherwise provided by statute or by the Certificate of
Incorporation. Once a share is represented for any purpose at a meeting, the
holder is deemed present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting, unless a new record date is or must be
set for that adjourned meeting.

         Section 2.6. Adjournment. If a quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in
person, or represented by proxy, shall have the power to adjourn the meeting
from time to time, without further notice, to a date not more than thirty (30)
days after the original record date if the time and place thereof are announced
at the meeting at which adjournment is taken, unless after the adjournment a new
record date is fixed for the adjourned meeting. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the original meeting.

         Section 2.7. Majority Rule. A majority of all the votes cast at a
meeting of stockholders at which a quorum is present is sufficient to approve
any matter which properly comes before the meeting, unless the vote of a greater
number is required by the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or these Bylaws.

         Section 2.8. Election of Directors. Directors shall be elected by a
plurality of all the votes cast at a meeting of stockholders at which a quorum
is present.

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         Section 2.9. Voting. Each outstanding share of stock, regardless of
class, is entitled to one (1) vote on each matter submitted to a vote at a
meeting of stockholders, unless otherwise provided by the General Corporation
Law of the State of Delaware, the Certificate of Incorporation or these Bylaws.

         Section 2.10. Proxies. Each stockholder entitled to vote at a meeting
of the stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy by signing an appointment form, either personally or by his
attorney-in-fact, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it conspicuously states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally.

         Section 2.11. Notice of Stockholder Business and Nominations.

                  (a) Annual Meeting of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of other business to be considered by the
stockholders may be made at an annual meeting of stockholders (A) pursuant to
the Corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this Bylaw, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Bylaw in addition to any other applicable law, rule or regulation
applicable to such meeting.

(2) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (C) of Section 2.11(a)(1), the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 90th day nor earlier than the close of business on the 120th
day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than thirty (30) days before or more than sixty (60) days after such anniversary
date, notice by the stockholder to be timely must be so delivered not earlier
than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (A) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is relevant to such person's eligibility or qualifications (as
established by the Nominating Committee from time to time) or is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (B) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of Section 2.11(a)(2) to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least one hundred (100) days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Bylaw shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.

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                  (b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in this Bylaw, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Bylaw. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the stockholder's notice described in Section 2.11(a)(2)
shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day prior to
such special meeting and not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting. In
no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a stockholder's notice as described
above.

                  (c) General.

(1) Only such persons who are nominated in accordance with the procedures set
forth in this Bylaw shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Bylaw. Except as otherwise provided by law, the Certificate of Incorporation or
the Bylaws of the Corporation, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made, or proposed, as the case may be, in
accordance with the procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to declare that
such defective proposal or nomination shall be disregarded.

(2) For purposes of this Bylaw, "public announcement" shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this Bylaw.
Nothing in this Bylaw shall be deemed to affect any rights of (A) stockholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act or (B) the holders of any series of
Preferred Stock to elect directors under specified circumstances.

         Section 2.12. List of Stockholders. The officer who has charge of the
stock ledger books of the Corporation shall prepare and make, at least ten (10)
days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. Such list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, to
be included in the list required by this Section 2.12 or to vote in person or by
proxy at any meeting of stockholders.

         Section 2.13. Inspectors. The Board of Directors shall, in advance of
any meeting of the stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspectors shall not be so appointed
or if any of them shall fail to appear or act, the chairman of the meeting shall
appoint inspectors. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or


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candidate for the office of director shall act as inspector of an election of
directors. Inspectors need not be stockholders.

         Section 2.14. Organization. At every meeting of the stockholders, the
Chairman of the Board, or in the case of a vacancy in the office or absence of
the Chairman of the Board, one of the following persons present in the order
stated: the President, the Vice Presidents in their order of rank, a chairman
designated by the Board of Directors, or a chairman chosen by the stockholders
entitled to cast a majority of the votes which all stockholders present in
person or by proxy are entitled to cast, shall act as chairman of the meeting,
and the Secretary, or, in his absence, an Assistant Secretary, if any, or any
person appointed by the chairman of the meeting, shall act as secretary of the
meeting.

                                   ARTICLE III
                                    DIRECTORS

         Section 3.1. General. The Corporation's business, properties and
affairs shall be managed by its Board of Directors. The number of directors and
their terms of office shall be as set forth in the Certificate of Incorporation.

         Section 3.2. Election. Unless the Certificate of Incorporation or these
Bylaws provide otherwise, directors are elected by a plurality of all votes cast
at a meeting of stockholders at which a quorum is present. Each share of stock
may be voted for as many individuals as there are directors to be elected and
for whose election the share is entitled to be voted. Stockholders shall not
have any cumulative voting rights.

         Section 3.3. Qualifications. Each director of the Corporation shall
have the qualifications required by the Certificate of Incorporation or these
Bylaws. Directors need not be residents of the States of Alabama or Delaware or
stockholders in the Corporation.

         Section 3.4. Removal. Any director may be removed as provided in the
Certificate of Incorporation.

         Section 3.5. Vacancies. Any vacancy and newly created directorship
occurring in the Board of Directors may be filled as provided in the Certificate
of Incorporation.

         Section 3.6. Lack of Directors. If at any time, by reason of death or
resignation or other cause, the Corporation should have no directors in office,
then any officer may call a special meeting of stockholders in accordance with
the provisions of the Certificate of Incorporation or these Bylaws, and an
election of directors may be held in the manner provided by the Certificate of
Incorporation, these Bylaws or applicable law.

         Section 3.7. Resignation. A director may resign at any time by
delivering written notice to the Corporation, the Board of Directors, the
Chairman of the Board or the President. A resignation is effective when notice
is delivered, unless the notice specifies a later effective date.

         Section 3.8. Powers. The business and affairs of the Corporation shall
be managed under the direction of 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 applicable law, the Certificate of Incorporation or by these Bylaws conferred
on or reserved to the stockholders.

         Section 3.9. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

         Section 3.10. Annual Meeting. The annual meeting of the Board of
Directors for the purpose of electing officers and transacting such other
business as may be brought before the meeting shall be held each year
immediately following the annual meeting of stockholders.

         Section 3.11. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such places, within or without the
States of Delaware or Alabama, on such dates and at such times as may from time
to time be determined by the Board.


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         Section 3.12. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called by the Secretary on the written request of a majority of the directors
then in office. Notice of special meetings of the Board of Directors shall be
given to each director at least twenty-four (24) hours before the meeting.
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 or
waiver of notice of such meeting. Such meetings shall be held at such places,
within or without the State of Delaware, on such dates and at such times as may
be stated in the notice.

         Section 3.13. Action Without Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors or of a committee of the
Board of Directors may be taken without a meeting if a written consent which
sets forth the action is: (a) signed by each member of the Board of Directors or
committee; and (b) filed with the minutes of proceedings of the Board of
Directors or committee. The affirmative written consent of the number of
directors that would be necessary to authorize or take action at a meeting
pursuant to Section 3.15 hereof is the act of the Board of Directors without a
meeting. Action taken by written consent is effective when the last director
signs the consent unless the consent specifies a different effective date.

         Section 3.14. Meetings by Telephone. Members of the Board of Directors
or any committee may participate in a meeting by means of a telephone conference
or similar communications equipment provided all persons participating in the
meeting can hear each other at the same time. A director participating in such a
meeting is deemed to be present in person at the meeting.

         Section 3.15. Majority Rule. The action of a majority of the directors
present at a meeting at which a quorum is present is the action of the Board of
Directors unless the Certificate of Incorporation or these Bylaws shall require
a greater proportion.

         Section 3.16. Compensation. The Board of Directors or a committee
thereof shall have the authority to fix the compensation of directors. Directors
shall be entitled to reimbursement for any reasonable expenses incurred in
attending meetings and otherwise carrying out their duties.

         Section 3.17. Organization. At every meeting of the Board of Directors,
the Chairman of the Board, or in the case of a vacancy in the office or absence
of the Chairman of the Board, one of the following officers present in the order
stated: the Vice Chairman of the Board, the President, the Vice Presidents in
their order of rank, or a chairman chosen by a majority of the directors
present, shall act as chairman of the meeting, and the Secretary, or, in the
absence of the Secretary, an Assistant Secretary, if any, or any other person
appointed by the chairman of the meeting, shall act as secretary of the meeting.

                                   ARTICLE IV
                                   COMMITTEES

         Section 4.1. Appointments and Powers. The Board of Directors shall
establish an Executive Committee, an Executive Compensation Committee, a
Nominating Committee and an Audit Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one (1) or more other committees, each consisting of two (2) or more
directors. The Board of Directors may designate one (1) or more directors as
alternative members of a committee who may replace any absent or disqualified
member at any meeting of the committee. Such alternate members shall not be
counted for purposes of determining a quorum unless acting for an absent or
disqualified member, in which case they shall be counted in the place of the
absent or disqualified member. The committee, to the extent provided in said
resolution or resolutions or in these Bylaws, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may have power to authorize the seal of the Corporation
to be affixed to all papers which may require it, except that a committee may
not: (a) amend the Certificate of Incorporation; (b) adopt an agreement of
merger, share exchange or consolidation; (c) recommend to the stockholders of
the Corporation the sale, lease or exchange of all or substantially all of the
Corporation's property or assets; (d) recommend to the stockholders of
Corporation a dissolution of the Corporation or revocation of a dissolution; (e)
amend these Bylaws; (f) declare a dividend; (g) issue stock; or (h) adopt a
certificate of ownership and merger. Such committee or committees shall have
such name or names as may be stated in these Bylaws or as may be determined from
time to time by resolution adopted by the Board of Directors. Sections 3.11
through 3.15 applicable to the Board of Directors shall also apply to all
committees.

         Section 4.2. Executive Committee. There shall be an Executive
Committee, which, during intervals between regular meetings of the Board of
Directors and to the extent permitted by law, the Certificate of


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Incorporation and these Bylaws, shall have and may exercise all the powers of
the Board of Directors in the management of the business and affairs of the
Corporation.

         Section 4.3. Executive Compensation Committee. The Executive
Compensation Committee shall report and recommend to the Board of Directors the
compensation of all executive officers.

         Section 4.4. Nominating Committee. The Nominating Committee shall
recommend to the Board of Directors candidates to be nominated on behalf of the
Corporation at any annual or special meeting of stockholders at which directors
of the Corporation are to be elected. The Nominating Committee may from time to
time establish the information required from prospective nominees. The
Nominating Committee may from time to time, at the direction of the Board of
Directors, investigate the eligibility and qualifications of prospective
nominees to hold office if elected.

         Section 4.5. Audit Committee. The Audit Committee shall review the
financial and internal operations of the Corporation and make such reports and
recommendations to the Board of Directors as it may determine or as the Board of
Directors may direct.

         Section 4.6. Minutes. Committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

                                    ARTICLE V
                                     NOTICES

         Section 5.1. Notice. Notices to directors and stockholders shall be in
writing, shall specify the date, time and place of the meeting and shall be
delivered personally, left at his or her residence or usual place of business,
or mailed to the directors or stockholders at their addresses appearing on the
records of the Corporation. Notice by mail shall be deemed to be given at the
time when deposited in the United States mail, postage prepaid, and directed to
the directors or stockholders at their addresses appearing on the records of the
Corporation. Notice to directors may also be given by telegram, facsimile or
overnight courier, and shall be deemed to be given upon receipt at their
addresses appearing on the records of the Corporation.

         Section 5.2. Waiver of Notice. Whenever any notice of the time, place
or purpose of a meeting is required to be given to any stockholder or director
under the General Corporation Law of the State of Delaware or the Certificate of
Incorporation or these Bylaws, a written waiver, signed by the person entitled
to notice and delivered to the Corporation and filed with the Corporation's
minutes or records, whether before or after the time stated therein, shall be
deemed equivalent to notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, Board of
Directors or members of a committee of the Board of Directors need be specified
in any written waiver of notice unless required by the Certificate of
Incorporation or these Bylaws.

         Section 5.3. Attendance Constitutes Waiver. Attendance of a person at a
meeting in person or by proxy shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

                                   ARTICLE VI
                                    OFFICERS

         Section 6.1. Officers. The officers of the Corporation shall consist of
a Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents (which may have seniority designations), a Treasurer, a
Secretary, and such other officers as the Board of Directors may from time to
time deem proper, each of whom shall be elected by the Board of Directors. Any
number of offices, except President and Secretary, may be held by the same
person.

         Section 6.2. Removal. If the Board of Directors in its judgment finds
that the best interests of the Corporation will be served, it may remove any
officer or agent of the Corporation at any time with or without cause. The
removal of an officer or agent does not prejudice any of his or her contract
rights, if any.

         Section 6.3. Term of Office; Resignation. An officer of the Corporation
shall serve for the term provided within any applicable contract for employment,
or absent such contract shall serve for such term as


<PAGE>   8

determined by the Board of Directors and until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation. A resignation is
effective when the notice is delivered, unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the
Corporation accepts such later date, the Board of Directors may fill the pending
vacancy before the effective date if it provides that the successor does not
take office until the effective date. An officer's resignation does not affect
the Corporation's contract rights, if any, with the officer. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors or by such officer or agent
of the Corporation to whom the Board of Directors may expressly delegate such
authority.

         Section 6.4. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and Board of Directors, and shall be
the Corporation's chief executive officer. He shall have authority to execute
bonds, mortgages, and other contracts requiring a seal, under the seal of the
Corporation; he shall have power to endorse, when sold, assigned, transferred or
otherwise disposed of by the Corporation, all certificates or shares of stock,
bonds, or other securities issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation, and to make, execute and deliver all instruments or
assignment or transfer of any such stocks, bonds or other securities and such
other authority as granted by the Board of Directors, by contract or otherwise.
He may, with the approval of the Board, or shall, at the Board's discretion,
delegate any or all of such duties to the president.

         Section 6.5. President. The President shall have general powers and
duties of supervision and management usually vested in the office of president
of a corporation, including the authority to make contracts on behalf of the
Corporation in the ordinary course of the Corporation's business. The President
shall, under the direction of the Board and the Chairman, have general
supervision, direction and control of the business of the Corporation, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. In the absence of the Chairman of the Board, the President shall perform
all of the duties and have all of the authority of the Chairman of the Board and
shall preside at all meetings of the stockholders and the Board of Directors.
The President shall execute bonds, mortgages and other contracts, except where
required or permitted by law to be otherwise signed and executed, and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. The
President shall have the power to appoint, remove and suspend subordinate
officers and agents upon such terms and conditions as he deems reasonable and
appropriate. The President shall have such powers and duties as usually pertain
to such office, except as the same may be modified by the Board of Directors.

         Section 6.6. Vice Presidents. The Vice Presidents, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate.

         Section 6.7. Secretary. The Secretary shall attend meetings of the
Board of Directors and stockholders, and record all the proceedings of such
meetings in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision
the Secretary shall be.

         Section 6.8. Treasurer. The Treasurer shall have custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.

         Section 6.9. Other Officers. The duties of other officers elected by
the Board of Directors shall be such as are customary to the respective offices
as shall be given to them by the Board of Directors, or by the Chairman or the
President.

         Section 6.10. Compensation. The salaries of the principal officers
shall be fixed by the Board of Directors on an annual basis or for such other
terms as the Board of Directors may determine from time to time, after


<PAGE>   9

taking account of any recommendations by any committee to which the power to
advise with respect to salaries is delegated by the Board of Directors. The
Board of Directors may from time to time delegate to any principal officer or
any committee power to fix the salaries of other officers, agents and employees.
No officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the Corporation or a member of any committee
contemplated by these Bylaws.

                                   ARTICLE VII
                        CERTIFICATES REPRESENTING SHARES

         Section 7.1. Certificates For Shares. The shares of the Corporation
shall be represented by certificates which shall be in a form approved by the
Board of Directors and contain such information as may be required by the
General Corporation Law of the State of Delaware or any securities exchanges on
which any shares of the Corporation may be listed.

         Section 7.2. Facsimile Signatures. Any or all the signatures on the
certificate may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

         Section 7.3. Lost Certificates. The Board of Directors may determine
the conditions for issuing a new stock certificate in place of any certificate
issued by it, alleged to have been lost, stolen or destroyed. The Board of
Directors may require the owner of the lost, stolen or destroyed certificate to
give to the Corporation a bond with sufficient surety to indemnify the
Corporation against any loss or claim arising as a result of the issuance of a
new certificate. The issuance of a new certificate under this Section 7.3 does
not constitute an overissue of the shares it represents.

         Section 7.4. Transfer Of Shares. 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 7.5. Record Date For Notice and Voting. For the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may set a record
date or direct that the stock transfer books be closed for a stated period for
the purpose of making any proper determination with respect to stockholders. The
record date shall be not more than sixty (60) days nor less than ten (10) days
before the date on which the action requiring the determination will be taken.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the day next preceding the day on
which notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholder shall apply to any adjournment of the meeting; providing,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

         Section 7.6. Record Date For Dividends. For the purpose of determining
stockholders entitled to receive payment of any dividend or an allotment of any
rights, the Board of Directors may in advance fix a record date, which record
date shall be not more than sixty (60) days prior to such action. If no record
date is fixed, the record date for determining stockholders for such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution declaring the dividend or allotment of rights.

         Section 7.7. Stockholders Of Record. 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 the State
of Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         Section 8.1. Dividends. Subject to the provisions of the Certificate of
Incorporation and the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation may, at any


<PAGE>   10

regular or special meeting, declare dividends upon the capital stock of the
Corporation as and when the Board of Directors may deem expedient.

         Section 8.2. Checks; Drafts. 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 8.3. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year, unless otherwise fixed by the Board of Directors.

         Section 8.4. Annual Statement Of Affairs. The President, or any other
officer of the Corporation designated by the Board of Directors, shall prepare
annually a full and correct statement of the affairs of the Corporation, to
include a balance sheet and a financial statement of operations for the
preceding fiscal year.

         Section 8.5. Seal. The seal of the Corporation shall be in the form of
a circle and shall bear the name of the Corporation and the state of its
incorporation.

                                   ARTICLE IX
                                   AMENDMENTS

These Bylaws may be altered, amended, or repealed at any meeting of the Board of
Directors or of the stockholders, provided notice of the proposed change was
given in the notice of the meeting and, in the case of a meeting of the Board of
Directors, in a notice given not less than two (2) days prior to the meeting;
provided, however, that, in the case of amendments by stockholders,
notwithstanding any other provisions of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote (but in addition to any
affirmative vote of the holders of any particular class or series of the capital
stock of the Corporation required by law, the Certificate of Incorporation or
these Bylaws) the affirmative vote of the holders of eighty percent (80%) of the
voting power of all the shares of the Corporation that are present and eligible
to vote at a shareholder meeting for which a quorum exists, voting together as a
single class, shall be required to alter, amend or repeal any provision of these
Bylaws.

                                    ARTICLE X
                                 EMERGENCY BYLAW

In the event that a quorum of directors cannot be readily assembled because of a
catastrophic event, the Board of Directors may take action by the affirmative
vote of a majority of those directors present at a meeting and may exercise any
emergency power granted to a board of directors under the General Corporation
Law of the State of Delaware not inconsistent with these Bylaws. Special
meetings of the Board of Directors may be called in an emergency by the director
or, if no director is present at the Corporation's principal offices, by the
officer present having the greatest seniority as an officer. The director or
directors in attendance at the meeting shall constitute a quorum. If less than
three (3) regularly elected directors are present, the director present having
the greatest seniority as a director may appoint one (1) or more persons (not to
exceed the number most recently fixed by the Board pursuant to Section 3.1) from
among the officers or other executive employees of the Corporation to serve as
substitute directors. If no regularly elected director is present, the officer
present having the greatest seniority as an officer shall serve as a substitute
director and shall appoint up to four (4) additional persons from among the
officers or other executive employees of the Corporation to serve as substitute
directors. 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 emergency any or all officers or agents of the Corporation shall for
any reason be rendered incapable of discharging their duties. The Board of
Directors, either before or during such emergency, may, effective during the
emergency, change the principal office of the Corporation or designate several
alternative principal or regional offices or authorize the officers to do so. No
officer or employee acting in accordance with the Emergency Bylaw shall be
liable except for willful misconduct. To the extent not inconsistent with the
Emergency Bylaw, the Bylaws of the Corporation shall remain in effect during any
emergency, and upon termination of the emergency, the Emergency Bylaw shall
cease to be operative. Notice of any meeting of the Board of Directors during
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 or radio.