<PAGE>   1
                                                                     EXHIBIT 3.2



                                     BYLAWS

                                       OF

                           O2WIRELESS SOLUTIONS, INC.



<PAGE>   2
                                     BYLAWS
                                       OF
                           O2WIRELESS SOLUTIONS, INC.

                            EFFECTIVE AUGUST 15, 2000

                                TABLE OF CONTENTS

<TABLE>
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                                                                                Page
                                                                                ----
<S>                                                                             <C>
ARTICLE I. DEFINITIONS.............................................................1

ARTICLE II. GENERAL PROVISIONS REGARDING NOTICES...................................1
         Section 1.  NOTICES.......................................................1
         Section 2.  WAIVER OF NOTICE..............................................2

ARTICLE III. SHAREHOLDERS' MEETINGS................................................3
         Section 1.  PLACE OF MEETING..............................................3
         Section 2.  ANNUAL MEETING................................................3
         Section 3.  SPECIAL MEETINGS..............................................3
         Section 4.  NOTICE TO SHAREHOLDERS........................................4
         Section 5.  FIXING OF RECORD DATE.........................................4
         Section 6.  QUORUM AND VOTING REQUIREMENTS................................5
         Section 7.  PROXIES.......................................................6
         Section 8.  INFORMAL ACTIONS BY SHAREHOLDERS..............................6

ARTICLE IV. DIRECTORS..............................................................6
         Section 1.  GENERAL POWERS................................................6
         Section 2.  NUMBER, ELECTION AND TERMS....................................7
         Section 3.  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.....................7
         Section 4.  CONTINUANCES IN OFFICE........................................7
         Section 5.  REMOVAL.......................................................7
         Section 6.  PLACE OF MEETING..............................................7
         Section 7.  COMPENSATION..................................................7
         Section 8.  REGULAR MEETINGS..............................................7
         Section 9.  SPECIAL MEETINGS..............................................8
         Section 10. GENERAL PROVISIONS REGARDING NOTICE AND WAIVER................8
         Section 11. QUORUM........................................................8
         Section 12. MANNER OF ACTING..............................................8
         Section 13. COMMITTEES....................................................8
         Section 14. ACTION WITHOUT FORMAL MEETING.................................9
         Section 15. CONFERENCE CALL MEETINGS......................................9
</TABLE>




                                       (i)


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<TABLE>
<S>                                                                               <C>
ARTICLE V. OFFICERS................................................................9
         Section 1.  GENERALLY.....................................................9
         Section 2.  COMPENSATION.................................................10
         Section 3.  RESIGNATION AND REMOVAL......................................10
         Section 4.  VACANCIES....................................................10
         Section 5.  CHAIRMAN.....................................................10
         Section 6.  PRESIDENT....................................................10
         Section 7.  VICE PRESIDENT...............................................11
         Section 8.  SECRETARY....................................................11
         Section 9.  TREASURER....................................................11
         Section 10. DEPUTY OFFICERS..............................................11
         Section 11. ASSISTANT OFFICERS...........................................11

ARTICLE VI. INDEMNIFICATION.......................................................12
         Section 1.  DEFINITIONS FOR INDEMNIFICATION PROVISIONS...................12
         Section 2.  MANDATORY INDEMNIFICATION AGAINST EXPENSES...................12
         Section 3.  AUTHORITY FOR PERMISSIVE INDEMNIFICATION.....................12
         Section 4.  DETERMINATION AND AUTHORIZATION OF PERMITTED
                     INDEMNIFICATION..............................................13
         Section 5.  SHAREHOLDER-APPROVED INDEMNIFICATION.........................14
         Section 6.  ADVANCES FOR EXPENSES........................................14
         Section 7.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS...........15
         Section 8.  INSURANCE....................................................15
         Section 9.  EXPENSES FOR APPEARANCE AS WITNESS...........................15

ARTICLE VII. REIMBURSEMENT OF NON-DEDUCTIBLE
             PAYMENTS TO OFFICERS AND EMPLOYEES...................................15

ARTICLE VIII. FISCAL YEAR.........................................................16

ARTICLE IX. ANNUAL STATEMENTS.....................................................16

ARTICLE X. CAPITAL STOCK..........................................................16
         Section 1.  FORM.........................................................16
         Section 2.  TRANSFER.....................................................17
         Section 3.  RIGHTS OF HOLDER.............................................17
         Section 4.  LOST OR DESTROYED CERTIFICATES...............................17

ARTICLE XI. SEAL..................................................................17

ARTICLE XII. REGISTERED OFFICE AND REGISTERED AGENT...............................18

ARTICLE XIII. AMENDMENTS..........................................................18
         Section 1.  AMENDMENTS GENERALLY.........................................18
         Section 2.  BYLAW INCREASING QUORUM OR VOTING REQUIREMENTS...............18
</TABLE>



                                      (ii)


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                                     BYLAWS
                                       OF
                           O2WIRELESS SOLUTIONS, INC.



                                   ARTICLE I.

                                   DEFINITIONS

         As used in these Bylaws, the terms set forth below shall have the
meanings indicated, as follows:

         "Articles of Incorporation" means the Articles of Incorporation of the
Corporation, as amended from time to time.

         "Board" shall mean the Board of Directors of the Corporation.

         "Chief Executive Officer" shall mean the Chairman of the Board of
Directors of the Corporation, or such other officer as shall be designated by
the Board as having the duties of the Chief Executive Officer, as described in
Section 5 of Article V of these Bylaws.

         "Code" shall mean the Georgia Business Corporation Code, as amended
from time to time.

         "Corporation" shall mean o2wireless Solutions, Inc., a Georgia
corporation.

         "Secretary" shall mean the Secretary of the Corporation, or such other
officer as shall be designated by the Board as having the duties of the
corporate Secretary as described in Section 7 of Article V of these Bylaws.

         "Secretary of State" shall mean the Secretary of State of Georgia.

         "Voting group" shall have the meaning set forth in subsection (a) of
Section 6 of Article III of these Bylaws.

                                   ARTICLE II.

                      GENERAL PROVISIONS REGARDING NOTICES

         Section 1. NOTICES. Except as otherwise provided in the Articles of
Incorporation or these Bylaws, or as otherwise required by applicable law:

         (a) Any notice required by these Bylaws or by law shall be in writing
unless oral notice is reasonable under the circumstances.

         (b) Notice may be communicated in person; by telephone, telegraph,
teletype, or other form of wire or wireless communication; or by mail or private
carrier. If these forms of personal notice are impracticable, notice may be
communicated by a newspaper of general circulation in the area where published,
or by radio, television, or other form of public broadcast communication.




<PAGE>   5

         (c) Written notice by the Corporation to any shareholder, if in a
comprehensible form, is effective when mailed, if mailed with first-class
postage prepaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders; provided that if the
Corporation has more than 500 shareholders of record entitled to vote at a
meeting, it may utilize a class of mail other than first class if the notice of
the meeting is mailed, with adequate postage prepaid, not less than 30 days
before the date of the meeting.

         (d) Written notice to the Corporation may be addressed to its
registered agent at its registered office or to the Corporation or its Secretary
at its principal office shown in its most recent annual registration with the
Secretary of State.

         (e) Except as provided in subsection (c) of this Section 1, written
notice, if in a comprehensible form, is effective at the earliest of the
following:

               (1)  When received, or when delivered, properly addressed, to the
                    addressee's last known principal place of business or
                    residence;

               (2)  Five days after its deposit in the mail, as evidenced by the
                    postmark, if mailed with first-class postage prepaid and
                    correctly addressed; or

               (3)  On the date shown on the return receipt, if sent by
                    registered or certified mail, return receipt requested, and
                    the receipt is signed by or on behalf of the addressee.

         (f) Oral notice is effective when communicated if communicated in a
comprehensible manner.

         (g) In calculating time periods for notice under these Bylaws, when a
period of time measured in days, weeks, months, years, or other measurement of
time is prescribed for the exercise of any privilege or the discharge of any
duty, the first day shall not be counted but the last day shall be counted.

         Section 2. WAIVER OF NOTICE. Except as otherwise provided or required
by the Articles of Incorporation, these Bylaws or applicable law:

         (a) A shareholder may waive any notice required to be given to such
shareholder, before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the Corporation for inclusion in the minutes or filing with the
Corporation's corporate records.

         (b) A shareholder's attendance at a meeting:

               (1)  Waives objection to lack of notice or defective notice of
                    the meeting, unless the shareholder at the beginning of the
                    meeting objects to holding the meeting or transacting
                    business at the meeting; and

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

         (c) Neither the business transacted nor the purpose of the meeting need
be specified in the waiver, except that any waiver by a shareholder of the
notice of a meeting of shareholders with respect to an amendment of the Articles
of Incorporation, a plan of merger or share exchange, a sale of assets or any
other action which


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<PAGE>   6

would entitle the shareholder to exercise statutory dissenter's rights under the
Code and obtain payment for his shares shall not be effective unless:

               (1)  Prior to the execution of the waiver, the shareholder shall
                    have been furnished the same material that under the Code
                    would have been required to be sent to the shareholder in a
                    notice of the meeting, including notice of any applicable
                    dissenters' rights as provided in the Code; or

               (2)  The waiver expressly waives the right to receive the
                    material required to be furnished.

         (d) A director may waive any notice required to be given to such
director by the Code, the Articles of Incorporation, or these Bylaws before or
after the date and time stated in the notice. Except as provided by subsection
(e) of this Section 2, the waiver must be in writing, signed by the director
entitled to the notice, and delivered to the Corporation for inclusion in the
minutes or filing with the Corporation's corporate records.

         (e) A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless the director at the beginning of
the meeting (or promptly upon his 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.

                                  ARTICLE III.

                             SHAREHOLDERS' MEETINGS

         Section 1. PLACE OF MEETING. The Board may designate any place within
or outside the State of Georgia as the place of meeting for any annual or
special shareholders' meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place within or outside the
State of Georgia as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the Corporation.

         Section 2. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the second Tuesday in April of each year, if not a legal holiday (and
if such is a legal holiday, then on the next following day not a legal holiday),
at such time and place as the Board shall determine, at which time the
shareholders shall elect a Board and transact such other business as may be
properly brought before the meeting. Notwithstanding the foregoing, the Board
may cause the annual meeting of shareholders to be held on such other date in
any year as the Board shall determine to be in the best interests of the
Corporation, and any business transacted at that meeting shall have the same
validity as if transacted on the date designated herein.

         Section 3. SPECIAL MEETINGS. Except to the extent otherwise prescribed
by the Articles of Incorporation, special meetings of the shareholders, for any
purpose or purposes, shall be called by the Chief Executive Officer, or by the
presiding officer of the Board, when (1) requested in writing by a majority of
the members of the board of directors; or (2) requested in writing by
shareholders owning shares representing at least twenty-five percent (25%) of
all the votes entitled to be cast on any issue proposed to be considered at such
meeting. Any such written request shall be signed and dated and shall state the
purpose or purposes of the proposed meeting.


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         Section 4. NOTICE TO SHAREHOLDERS.

         (a) Except as otherwise specifically provided in this Section 4,
requirements with respect to the giving of notice and waiver of notice shall be
governed by the provisions of Article II of these Bylaws.

         (b) The Corporation shall give notice to each shareholder entitled to
vote thereat of the date, time and place of each annual and special
shareholders' meeting no fewer than ten (10) nor more than sixty (60) days
before the meeting date.

         (c) Unless otherwise required by the Code with respect to meetings at
which specified actions will be considered (including but not limited to
mergers, certain share exchanges, certain asset sales by the Corporation, and
dissolution of the Corporation), notice of an annual meeting need not contain a
description of the purpose or purposes for which the meeting is called.

         (d) Notice of a special meeting must include a description of the
purpose or purposes for which the meeting is called.

         (e) Unless a new record date is set (or is required by law or by the
terms of these Bylaws to be set) therefor, notice of the date, time and place of
any adjourned meeting need not be given otherwise than by the announcement at
the meeting before adjournment. If a new record date for the adjourned meeting
is or must be fixed, however, notice of the adjourned meeting must be given in
accordance with these Bylaws as if such adjourned meeting were a newly-called
meeting.

         (f) If any corporate action proposed to be considered at a meeting of
shareholders would or might give rise to statutory dissenters' rights under the
Code, the notice of such meeting shall state that the meeting is to include
consideration of such proposed corporate action, and that the consummation of
such action will or might give rise to such dissenters' rights, and shall
include the description of such statutory dissenters' rights required by the
Code.

         (g) If any corporate action which would give rise to statutory
dissenters' rights under the Code is taken by written consent of shareholders
without a meeting, or is taken at a meeting with respect to which less than all
shareholders were entitled to receive notice, or is otherwise taken without a
vote of shareholders, the Corporation shall cause notice thereof, including the
information concerning statutory dissenters' rights contemplated by paragraph
(b) above, to be given, not more than ten (10) days after the adoption of such
action by shareholder vote at a meeting or by written consent to those
shareholders who did not execute such written consent or who were not entitled
to receive notice of such meeting, or to all shareholders if such action was
otherwise taken without a vote of shareholders.

         Section 5. FIXING OF RECORD DATE.

         (a) For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders, or shareholders entitled to demand a
special meeting of shareholders, or shareholders entitled to take any other
action, the Board may fix in advance (but not retroactively from the date the
Board takes such action) a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days prior
to the meeting or action requiring such determination of shareholders. If no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, the close of business on the last
business day before the first notice of such meeting is delivered to
shareholders shall be the record date. If no record date is fixed for
determining shareholders entitled to take action without a meeting, the date the
first shareholder signs the consent shall be the record date for such purpose.
If no record date is fixed for determining shareholders entitled to demand a
special meeting, or to take other action, the date



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of receipt of notice by the Corporation of demand for such meeting, or the date
on which such other action is to be taken by the shareholders, shall be the
record date for such purpose.

         (b) A separate record date may be established for each voting group
entitled to vote separately on a matter at a meeting.

         (c) A determination of shareholders entitled to notice of or to vote at
a shareholders meeting is effective for any adjournment of the meeting unless
the Board fixes a new record date, which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

         (d) For the purpose of determining shareholders entitled to a
distribution by the Corporation (other than one involving a purchase, redemption
or other acquisition of the Corporation's shares), the record date shall be the
date fixed for such purpose by the Board, or if the Board does not fix such a
date, the date on which the Board authorizes such distribution.

         Section 6. QUORUM AND VOTING REQUIREMENTS.

         (a) Except as otherwise provided by the Articles of Incorporation or
the Code:

               (i)  A "voting group" with respect to any given matter means all
                    shares of one or more class or series which, under the
                    Articles of Incorporation or the Code, are entitled to vote
                    and be counted together collectively on that matter, and
                    unless specified otherwise in the Articles of Incorporation,
                    the Code or these Bylaws, all shares entitled to vote on a
                    given matter shall be deemed to be a single voting group for
                    purposes of that matter.

               (ii) Each outstanding share, regardless of class, is entitled to
                    one vote on each matter voted on at a shareholders' meeting.

              (iii) A majority of the votes entitled to be cast on the matter
                    by a voting group constitutes a quorum of that voting group
                    for action on that matter.

               (iv) The presence of a quorum of each voting group entitled to
                    vote thereon shall be the requisite for transaction of
                    business on a given matter.

               (v)  Action on a matter other than election of directors is
                    approved by a voting group if a quorum of such voting group
                    exists and the number of votes cast within such voting group
                    in favor of such action exceeds the number of votes cast
                    within such voting group against such action.

               (vi) Except as otherwise provided in these Bylaws, all shares
                    entitled to vote for election of directors shall vote
                    thereon as a single voting group, and directors shall be
                    elected by a plurality of votes cast by shares entitled to
                    vote in the election in a meeting at which a quorum of such
                    voting group is present.

         (b) Once a share is represented for any purpose other than solely to
object to holding a meeting or transacting business at the meeting, it 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 is required by law
or these Bylaws to be, set for that adjourned meeting.



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         (c) If a quorum for transaction of business shall not be present at a
meeting of shareholders, the shareholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting stock shall be present. No notice
other than announcements at the meeting before adjournment shall be required of
the new date, time or place of the adjourned meeting, unless a new record date
for such adjourned meeting is, or is required by law or these Bylaws to be,
fixed. At such adjourned meeting (for which no new record date is, or is
required to be, set) at which a quorum shall be present in person or by proxy,
any business may be transacted that might have been transacted at the meeting
originally called.

         Section 7. PROXIES. At every meeting of the shareholders, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be: (i) effective unless given in writing and signed,
either personally by the shareholder or his attorney-in-fact; or (ii) effective
until received by the Secretary or other officer or agent authorized to tabulate
votes; or valid after eleven months from its date, unless said proxy expressly
provides for a longer period.

         Section 8. INFORMAL ACTIONS BY SHAREHOLDERS. Except to the extent
otherwise prescribed by the Articles of Incorporation, any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if written consent (which may take the form of one or more counterpart
copies), setting forth the action so taken, shall be signed by all the holders
of all the shares entitled to vote with respect to the subject matter thereof
and delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. Such consent shall have the same force and effect as a
unanimous vote of the shareholders; provided, however, that no such consent
which purports to be an approval of any plan of merger, share exchange, asset
sale or other transaction (i) as to which shareholder approval is required by
the Code and (ii) with respect to which specific disclosure requirements to
voting shareholders are imposed by the Code, shall be effective unless:

         (1)     prior to the execution of the consent, each consenting
                 shareholder shall have been furnished the same material which,
                 under the Code, would have been required to be sent to
                 shareholders in a notice of a meeting at which the proposed
                 action would have been submitted to the shareholders for
                 action, including notice of any applicable dissenters' rights;
                 or:

         (2)     the written consent contains an express waiver of the right to
                 receive the material otherwise required to be furnished.

         Section 9. CONDUCT OF SHAREHOLDER MEETINGS. Meetings of the
shareholders shall be presided over by the Chairman of the Board or, in his
absence, the President of the Corporation, or, if no such person is present, a
person designated by the Chairman of the Board or, in his absence, the President
of the Corporation. The Secretary of the Corporation or, in his absence, an
Assistant Secretary, or, if no such person is present, a person designated by
the chairman of the meeting, shall act as secretary of the meeting. The
precedence of and procedure on motions and other procedural matters at a meeting
shall be as determined by the chairman of such meeting, in his sole discretion,
provided that such chairman acts in a manner which is not inconsistent with the
Articles of Incorporation of the Corporation, these Bylaws and applicable law.

                                   ARTICLE IV.

                                    DIRECTORS

         Section 1. GENERAL POWERS. All corporate powers of the Corporation
shall be exercised by or under the authority of, and the business and affairs of
the Corporation managed under the direction of, its



                                      -6-
<PAGE>   10

Board, subject to any limitation set forth in the Articles of Incorporation, or
any amendment to these Bylaws approved by the shareholders of the Corporation,
or any otherwise lawful agreement among the shareholders of the Corporation.

         Section 2. NUMBER, ELECTION AND TERMS. The business and affairs of the
Corporation shall be managed by or under the direction of a board of directors
which shall consist of not less than three (3) nor more than nine (9) persons,
the exact number of directors to be fixed from time to time by the board of
directors pursuant to a resolution adopted by not less than two-thirds of the
entire board of directors. The directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of the first class
of directors to expire at the annual meeting of shareholders of the Corporation
to be held in 2001, the term of office of the second class of directors to
expire at the annual meeting of shareholders of the Corporation to be held in
2002, and the term of office of the third class of directors to expire at the
annual meeting of shareholders of the Corporation to be held in 2003. At each
annual meeting of the shareholders of the Corporation, directors elected to
succeed those directors whose terms expire at such annual meeting shall be
elected for a term of office to expire at the third succeeding annual meeting of
shareholders of the Corporation after their election.

         Section 3. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the number of directors or
any vacancies occurring in the board of directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled by the affirmative vote of a majority of the remaining directors
then in office, although less than a quorum of the board of directors, or by the
sole remaining director. A director so chosen shall hold office until the next
annual meeting of shareholders of the Corporation. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director.

         Section 4. CONTINUANCES IN OFFICE. Notwithstanding the foregoing
provisions of this Article IV, any director whose term of office has expired
shall continue to hold office until his successor shall be elected and qualify.

         Section 5. REMOVAL. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any director, or the entire board of
directors, may be removed from office at any time with or without cause but only
by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the total number of votes entitled to be cast by the
holders of all of the shares of capital stock of the Corporation then entitled
to vote generally in the election of directors. The holder of each share of
capital stock entitled to vote thereon shall be entitled to cast the same number
of votes as the holder of such shares is entitled to cast generally in the
election of each director.

         Section 6. PLACE OF MEETING. The Board may hold its meetings at such
place or places within or without the State of Georgia as it may from time to
time determine.

         Section 7. COMPENSATION. Directors may be allowed such compensation for
attendance at regular or special meetings of the Board and of any special or
standing committees thereof as may be from time to time determined by resolution
of the Board.

         Section 8. REGULAR MEETINGS. A regular annual meeting of the Board
shall be held, without other notice than this bylaw, immediately after, and at
the same place as, the annual meeting of shareholders. The Board may provide, by
resolution, the time and place within or without the State of Georgia, for the
holding of additional regular meetings without other notice than such
resolution.


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         Section 9. SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chief Executive Officer or the presiding officer of the Board, if
different from the Chief Executive Officer, on not less than two (2) days'
notice to each director by mail, telegram, cablegram or other form of wire or
wireless communication, or personal delivery or other form of communication
authorized under the circumstances by the Code, and shall be called by the Chief
Executive Officer or the Secretary in like manner and on like notice on the
written request of any two (2) or more members of the Board. Such notice shall
state the time, date and place of such meeting, but need not describe the
purpose of the meeting. Any such special meeting shall be held at such time and
place as shall be stated in the notice of the meeting.

         Section 10. GENERAL PROVISIONS REGARDING NOTICE AND WAIVER.  Except as
otherwise expressly provided in this Article IV, matters relating to notice to
directors and waiver of notice by directors shall be governed by the provisions
of Article II of these Bylaws.

         Section 11. QUORUM. At all meetings of the Board, unless otherwise
provided in the Articles of Incorporation or other provisions of these Bylaws,
the presence of a majority of the Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum a majority of the Directors
present at any meeting may adjourn from time to time until a quorum be had.
Notice of the time and place of any adjourned meeting need only be given by
announcement at the meeting at which adjournment is taken.

         Section 12. MANNER OF ACTING. Except as expressly otherwise provided by
the Articles of Incorporation or other provisions of these Bylaws, if a quorum
is present when a vote is taken, the affirmative vote of a majority of directors
present is the act of the Board. A director who is present at a meeting when
corporate action is taken is deemed to have assented to the action unless:

         (1)     He objects at the beginning of the meeting (or promptly upon
                 his arrival) to holding it or transacting business at the
                 meeting;

         (2)     His dissent or abstention from the action taken is entered in
                 the minutes of the meeting; or

         (3)     He does not vote in favor of the action taken and delivers
                 written notice of his dissent or abstention to the presiding
                 officer of the meeting before its adjournment or to the
                 Corporation immediately after adjournment of the meeting.

         Section 13. COMMITTEES.

         (a) Except as otherwise provided by the Articles of Incorporation, the
Board may create one or more committees and appoint members of the Board to
serve on them. Each committee may have one or more members, who serve at the
pleasure of the Board.

         (b) The provisions of these Bylaws and of the Code which govern
meetings, action without meetings, notice and waiver of notice, and quorum and
voting requirements of the Board, shall apply as well to committees created
under this Section 13 and their members.

         (c) To the extent specified by the Articles of Incorporation, these
Bylaws and the resolution of the Board creating such committee, each committee
may exercise the authority of the Board, provided that a committee may not:

               (1)  Approve, or propose to shareholders for approval, action
                    required by the Code to be approved by shareholders;



                                      -8-
<PAGE>   12

               (2)  Fill vacancies on the Board or on any of its committees;

               (3)  Exercise any authority which the Board may have to amend the
                    Articles of Incorporation;

               (4)  Adopt, amend, or repeal bylaws; or

               (5)  Approve a plan of merger not requiring shareholder approval.

         Section 14. ACTION WITHOUT FORMAL MEETING. Except as expressly
otherwise provided in the Articles of Incorporation, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if written consent thereto (which may take the
form of one or more counterparts) is signed by all members of the Board or of
such committee, as the case may be, and such written consent is filed with the
minutes of the proceedings of the Board or committee. A consent executed in
accordance herewith has the effect of a meeting vote and may be described as
such in any document.

         Section 15. CONFERENCE CALL MEETINGS. Members of the Board, or any
committee of the Board, may participate in a meeting of the Board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can simultaneously hear each
other during the meeting, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.


                                   ARTICLE V.

                                    OFFICERS

         Section 1. GENERALLY. The Board shall from time to time elect or
appoint such officers as it shall deem necessary or appropriate to the
management and operation of the Corporation, which officers shall hold their
offices for such terms as shall be determined by the Board and shall exercise
such powers and perform such duties as are specified in these Bylaws or in a
resolution of the Board. Except as specifically otherwise provided in
resolutions of the Board, the following requirements shall apply to election or
appointment of officers:

         (a) The Corporation shall have, at a minimum, the following officers,
which officers shall bear the titles designated therefor by resolution of the
Board, but in the absence of such designation shall bear the titles set forth
below:

                                      TITLE

                                    Chairman

                                    President

                                 Vice-President

                                    Treasurer

                                    Secretary




                                      -9-
<PAGE>   13

         (b) All officers of the Corporation shall serve at the pleasure of the
Board, and in the absence of specification otherwise in a resolution of the
Board, each officer shall be elected to serve until the next succeeding annual
meeting of the Board and the election and qualification of his successor,
subject to his earlier death, resignation or removal.

         (c) Any person may hold two or more offices simultaneously, and no
officer need be a Shareholder of the Corporation.

         (d) If so provided by resolution of the Board, any officer may be
delegated the authority to appoint one or more officers or assistant officers,
which appointed officers or assistant officers shall have the duties and powers
specified in the resolution of the Board.

         Section 2. COMPENSATION. Officers of the Corporation shall be entitled
to reimbursement for any reasonable expenses incurred by them in the execution
of the functions and duties of their respective offices, provided that any
compensation so paid shall be solely for the purpose of reimbursement of
expenses incurred and not in consideration of service as an officer of the
Corporation. Further provided, that nothing contained herein shall be construed
to preclude any officer from serving the Corporation in any other capacity and
receiving compensation therefor.

         Section 3. RESIGNATION AND REMOVAL. Any officer may resign by
delivering a written resignation to the Chief Executive Officer or the Secretary
of the Corporation at its principal office. Such resignation shall be effective
upon receipt unless it is specified to be effective at some other time or upon
the happening of some other event. An officer may be removed for cause only
after reasonable notice and opportunity to be heard by the Board of Directors
prior to action thereon. An officer may be removed without cause at any time by
the Board of Directors, subject to the terms and conditions of an employment
agreement in effect, if any, between such officer and the Corporation prior to
such removal. The Board of Directors may delegate the power to remove officers
to a committee, whether such committee already exists or is formed specifically
for such purpose, pursuant to Article IV, Section 13 of these Bylaws.

         Section 4. VACANCIES. A vacancy in any office, because of resignation,
removal or death may be filled by the Board for the unexpired portion of the
term, or if so provided by resolution of the Board, by an officer of the
Corporation to whom has been delegated the authority to appoint the holder of
such vacated office.

         Section 5. CHAIRMAN. The Chairman of the Board of the Corporation shall
be the Chief Executive Officer of the Corporation. Subject to the control of the
Board, the Chief Executive Officer shall in general manage, supervise and
control all of the business and affairs of the Corporation. He shall, when
present, preside at all meetings of all of the shareholders. He may sign,
individually or in conjunction with any other proper officer of the Corporation
thereunto authorized by the Board, certificates for shares of the Corporation,
any deeds, mortgages, bonds, policies of insurance, contracts, investment
certificates, or other instruments which the Board has authorized to be
executed, except in cases where the execution thereof shall be expressly
delegated by the Board or by the Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of the Chief
Executive Officer of the Corporation and such other duties as may be prescribed
by the Board from time to time.

         Section 6. PRESIDENT. Subject to the control of the Board, the
President shall be the principal operating officer of the Corporation, shall
have general and active management of the business of the Corporation, shall see
that all orders and resolutions of the Board are carried out, shall report to
the Board and may sign or sign and seal under the seal of the Corporation,
individually or in conjunction with any other proper officer of the Corporation
thereunto authorized by the Board, certificates for shares of the Corporation,
any deeds,


                                      -10-
<PAGE>   14

mortgages, bonds, policies of insurance, contracts, investment certificates or
other instruments, except where required or permitted by Georgia Business
Corporation Code to be otherwise signed and executed or except where the signing
and execution thereof shall be expressly delegated by the Board to some other
officer or agent of the Corporation. The President also shall perform such other
duties and have such other powers as the Chief Executive Officer or the Board
may from time to time duly prescribe.

         Section 7. VICE PRESIDENT. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as shall from time-to-time be
imposed by the Board of Directors or delegated by the President.

         Section 8. SECRETARY. The Secretary shall: (a) attend and keep the
minutes of the meetings of Shareholders and of the Board's meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as otherwise required by law
or the provisions of the Articles of Incorporation; (c) be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents for which a seal is required, the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) maintain, or cause an agent designated by the Board to maintain,
a record of the Corporation's Shareholders in a form that permits the
preparation of a list of the names and addresses of all Shareholders in
alphabetical order; (e) have responsibility for the custody, maintenance and
preservation of those corporate records which the Corporation is required by the
Code or otherwise to create, maintain or preserve; and (f) in general perform
all duties incident to the legal office of "Secretary," as described in the
Code, and such other duties as from time to time may be assigned by the
President or the Board.

         Section 9. TREASURER. The Treasurer, unless otherwise determined by the
Board, shall: (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by the Board; and (b) in general perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned by the President or the Board.

         Section 10. DEPUTY OFFICERS. The Board may create one or more deputy
officers whose duties shall be, among any other designated thereto by the Board,
to perform the duties of the officer to which such office has been deputized in
the event of the unavailability, death or inability or refusal of such officer
to act. Deputy officers may hold such titles as designated therefor by the
Board; however, any office designated with the prefix "Vice" or "Deputy" shall
be, unless otherwise specified by resolution of the Board, automatically a
deputy officer to the office with the title of which the prefix term is
conjoined. Deputy officers shall have such other duties as prescribed by the
Board from time to time.

         Section 11. ASSISTANT OFFICERS. The Board may appoint one or more
officers who shall be assistants to principal officers of the Corporation, or
their deputies, and who shall have such duties as shall be delegated to such
assistant officers by the Board or such principal officers, including the
authority to perform such functions of those principal officers in the place of
and with full authority of such principal officers as shall be designated by the
Board or (if so authorized) by such principal officers. The Board may by
resolution authorize appointment of assistant officers by those principal
officers to which such appointed officers will serve as assistants.


                                      -11-
<PAGE>   15

                                   ARTICLE VI.

                                 INDEMNIFICATION

         Section 1. DEFINITIONS FOR INDEMNIFICATION PROVISIONS. As used in this
Article VI, the term:

         (1)     "Corporation" (when spelled with an initial capital letter)
                 includes any domestic or foreign predecessor entity of the
                 "Corporation" (as defined in Article I of these Bylaws) in a
                 merger or other transaction in which the predecessor's
                 existence ceased upon consummation of the transaction.

         (2)     "director" means an individual who is or was a director of the
                 Corporation or an individual who, while a director of the
                 Corporation, is or was serving at the Corporation's request 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. A
                 director is considered to be serving an employee benefit plan
                 at the Corporation's request if his duties to the Corporation
                 also impose duties on, or otherwise involve services by, him
                 to the plan or to participants in or beneficiaries of the plan.
                 Director includes, unless the context requires otherwise, the
                 estate or personal representative of a director.

         (3)     "expenses" include attorneys' fees.

         (4)     "liability" means the obligation to pay a judgment, settlement,
                 penalty, fine (including an excise tax assessed with respect to
                 an employee benefit plan), or reasonable expenses incurred with
                 respect to a proceeding.

         (5)     "party" includes an individual who was, is, or is threatened
                 to be made a named defendant or respondent in a proceeding.

         (6)     "proceeding" means any threatened, pending, or completed
                 action, suit, or proceeding, whether civil, criminal,
                 administrative, or investigative and whether formal or
                 informal.

         Section 2. MANDATORY INDEMNIFICATION AGAINST EXPENSES. Unless otherwise
provided by the Articles of Incorporation, to the extent that a director has
been successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, or in defense of any claim, issue, or matter therein,
because he is or was a director of the Corporation, the Corporation shall
indemnify the director against reasonable expenses incurred by him in connection
therewith.

         Section 3. AUTHORITY FOR PERMISSIVE INDEMNIFICATION.

         (a) Except as provided in subsections (d) and (e) of this Section 3, or
as otherwise provided in the Articles of Incorporation, the Corporation may
indemnify or obligate itself to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if he acted in a manner he 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 had no reasonable cause to believe his conduct was
unlawful.


                                      -12-

<PAGE>   16

         (b) A director's conduct with respect to an employee benefit plan for a
purpose he believed in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a) of this Section 3.

         (c) 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 did not meet the standard of conduct set
forth in subsection (a) of this Section 3.

         (d) The Corporation may not indemnify a director under this Section 3:

               (1)  In connection with a proceeding by or in the right of the
                    Corporation in which the director was adjudged liable to the
                    Corporation; or

               (2)  In connection with any other proceeding in which he was
                    adjudged liable on the basis that personal benefit was
                    improperly received by him.

         (e) Indemnification permitted under this Section 3 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

         Section 4. DETERMINATION AND AUTHORIZATION OF PERMITTED
                    INDEMNIFICATION.

         (a) The Corporation may not indemnify a director under Section 3 of
this Article VI unless a determination has been made in the specific case that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in subsection (a) of such Section 3.

         (b) The determination required by subsection (a) hereof shall be made:

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

               (2)  If a quorum cannot be obtained under paragraph (1) of this
                    subsection (b), by majority vote of a committee duly
                    designated by the Board (in which designation directors who
                    are parties may participate), consisting solely of two or
                    more directors not at the time parties to the proceeding;

               (3)  By special legal counsel:

                    (A)  Selected by the Board or its committee in the manner
                         prescribed in paragraph (1) or (2) of this subsection;
                         or

                    (B)  If a quorum of the Board cannot be obtained under
                         paragraph (1) of this subsection and a committee cannot
                         be designated under paragraph (2) of this subsection,
                         selected by majority vote of the full Board (in which
                         directors who are parties may participate); or

               (4)  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.



                                      -13-
<PAGE>   17

         (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, as set forth in
subsection (b) hereof, except that if such determination is made by special
legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled to select counsel
under paragraph (3) of subsection (b) of this Section 4.

         Section 5. SHAREHOLDER-APPROVED INDEMNIFICATION.

         (a) Without regard to any limitations contained in any other section of
this Article VI, the Corporation may, if authorized by its shareholders by a
majority of votes which would be entitled to be cast in a vote to amend the
Corporation's Articles of Incorporation (which authorization may take the form
of an amendment to the Articles of Incorporation or a contract, resolution or
bylaw approved or ratified by the requisite shareholder vote), indemnify or
obligate itself to indemnify a director made a party to a proceeding, including
a proceeding brought by or in the right of the Corporation.

         (b) The Corporation shall not indemnify a director under this Section 5
for any liability incurred in a proceeding in which the director is adjudged
liable to the Corporation or is subjected to injunctive relief in favor of the
Corporation:

               (1)  For any appropriation, in violation of his duties, of any
                    business opportunity of the Corporation;

               (2)  For acts or omissions which involve intentional misconduct
                    or a knowing violation of law;

               (3)  For any type of liability for unlawful distribution under
                    Section 14-2-832 of the Code, or any successor statute; or

               (4)  For any transaction from which he received an improper
                    personal benefit.

         (c) Where approved or authorized in the manner described in subsection
(a) of this Section 5, the Corporation may advance or reimburse expenses
incurred in advance of final disposition of the proceeding only if:

               (1)  The director furnishes the Corporation a written affirmation
                    of his good faith belief that his conduct does not
                    constitute behavior of the kind described in subsection (b)
                    of this Section 5; and

               (2)  The director furnishes the Corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    any advances if it is ultimately determined that he is not
                    entitled to indemnification under this Section 5.

         Section 6. ADVANCES FOR EXPENSES.

         (a) The Corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:


                                      -14-
<PAGE>   18

               (1)  The director furnishes the Corporation a written affirmation
                    of his good faith belief that he has met the standard of
                    conduct set forth in subsection (a) of Section 3 of this
                    Article VI; and

               (2)  The director furnishes the Corporation a written
                    undertaking, executed personally or on his behalf, to repay
                    any advances if it is ultimately determined that he is not
                    entitled to indemnification under this Article.

         (b) The undertaking required by paragraph (2) of subsection (a) of this
Section 6 must be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability to make
repayment.

         Section 7. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Except
as otherwise provided in the Articles of Incorporation, an officer of the
Corporation who is not a director is entitled to mandatory indemnification under
Section 2 of this Article VI, and is entitled to permissive indemnification and
advancement of expenses under the standards and procedures set forth in Section
3, 4 and 5 of this Article VI, to the same extent as a director, consistent with
public policy.

         Section 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 in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the Corporation would have power to
indemnify him against the same liability under this Article VI or applicable
law.

         Section 9. EXPENSES FOR APPEARANCE AS WITNESS. Nothing contained in
this Article VI shall be deemed to limit the Corporation's power to pay or
reimburse expenses incurred by a director or officer in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.

                                  ARTICLE VII.

                         REIMBURSEMENT OF NON-DEDUCTIBLE
                       PAYMENTS TO OFFICERS AND EMPLOYEES

         In the event any payments to an officer or employee of the Corporation,
such as salary, commission, bonus, interest or rent expenses incurred by him, is
thereafter disallowed in whole or in part by the Internal Revenue Service as a
proper deduction for income tax purposes under Section 162 of the Internal
Revenue Code of 1986 (or disallowed under any similar statutory section which
may subsequently replace such Section 162), such disallowed payments shall be
deemed to be an obligation owed by such officer or employee to the Corporation.
Such disallowed payments shall be reimbursed by such officer or employee to the
Corporation on or before ninety (90) days following the final determination of
such disallowance by the Internal Revenue Service or entry of the final judgment
of such determination if adjudicated. It shall be the duty of the Board to
enforce reimbursement of each such amount disallowed, including the withholding
from future compensation payments to such officer or employee until the amount
owed to the Corporation has been recovered.



                                      -15-

<PAGE>   19

                                  ARTICLE VIII.

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be established by the Board
or, in the absence of Board action establishing such fiscal year, by the Chief
Executive Officer.

                                   ARTICLE IX.

                                ANNUAL STATEMENTS

         (a) No 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:

               (i)  A balance sheet showing in reasonable detail the financial
                    condition of the Corporation as of the close of the fiscal
                    year, and

               (ii) A profit and loss statement showing the results of its
                    operation during the fiscal year.

         Upon written request, the Corporation shall mail promptly to any
shareholder of record a copy of the most recent such balance sheet and profit
and loss statement. If prepared for other purposes, the Corporation shall also
furnish upon written request a statement of sources and applications of funds
and a statement of changes in shareholders' equity for the fiscal year. If
financial statements are prepared by the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared, and disclose that they are prepared, on that basis. If financial
statements are prepared otherwise than on the basis of generally accepted
accounting principles, they must so disclose and must be prepared on the same
basis as other reports or statements prepared by the Corporation for the use of
others.

         (b) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the Chief Executive Officer or the person
responsible for the Corporation's accounting records:

               (1)  Stating his reasonable belief whether the statements were
                    prepared on the basis of generally accepted accounting
                    principles and, if not, describing the basis of preparation;
                    and

               (2)  Describing any respects in which the statements were not
                    prepared on a basis of accounting consistent with the
                    statements prepared for the preceding year.

                                   ARTICLE X.

                                  CAPITAL STOCK

         Section 1. FORM.

         (a) Except as otherwise provided for in paragraph (b) of this Section
1, the interest of each shareholder shall be evidenced by a certificate
representing shares of stock of the Corporation, which shall be in such form as
the Board may from time to time adopt and shall be numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate shall
exhibit the holder's name, the number of shares and



                                      -16-
<PAGE>   20

class of shares and series, if any, represented thereby, the name of the
Corporation and a statement that the Corporation is organized under the laws of
the State of Georgia. Each certificate shall be signed by one or more officers
of the Corporation specified by resolution of the Board, but in the absence of
such specifications, shall be valid if executed by the Chief Executive Officer
or any Deputy or Assistant thereto, and such execution is countersigned by the
Secretary, or any Deputy or Assistant thereto. Each stock certificate may but
need not be sealed with the seal of the Corporation.

         (b) If authorized by resolution of the Board, the Corporation may issue
some or all of the shares of any or all of its classes or series without
certificates. The issuance of such shares shall not affect shares already
represented by certificates until they are surrendered to the Corporation.
Within a reasonable time after the issuance or transfer of any shares not
represented by certificates, the Corporation shall send to the holder of such
shares a written statement setting forth, with respect to such shares (i) the
name of the Corporation as issuer and the Corporation's state of incorporation,
(ii) the name of the person to whom such shares are issued, (iii) the number of
shares and class of shares and series, if any, and (iv) the terms of any
restrictions on transfer which, were such shares represented by a stock
certificate would be required to be noted on such certificate, by law, by the
Articles of Incorporation or these Bylaws, or by any legal agreement among the
shareholders of the Corporation.

         Section 2. TRANSFER. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate, or, in the case of
shares not represented by certificates, the person named in the Corporation's
stock transfer records as the owner of such shares, or, in either case, by
attorney lawfully constituted in writing. In addition, with respect to shares
represented by certificates, transfers shall be made only upon surrender of the
certificate therefor, or in the case of a certificate alleged to have been lost,
stolen or destroyed, upon compliance with the provisions of Section 4, Article X
of these Bylaws.

         Section 3. RIGHTS OF HOLDER. The Corporation shall be entitled to treat
the holder of record of any share of the Corporation as the person entitled to
vote such share (to the extent such share is entitled to vote), to receive any
distribution with respect to such share, and for all other purposes and
accordingly shall not be bound to recognize any equitable or other claim to 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.

         Section 4. LOST OR DESTROYED 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 may require and shall if the
Board so requires, give the Corporation a bond of indemnity in the form and
amount and with one or more sureties satisfactory to the Board, whereupon an
appropriate new certificate may be issued in lieu of the one alleged to have
been lost, stolen or destroyed.

                                   ARTICLE XI.

                                      SEAL

         The corporate seal shall be in such form as shall be specified in the
minutes of the organizational meeting of the Corporation, or as the Board may
from time to time determine.



                                      -17-
<PAGE>   21

                                  ARTICLE XII.

                 REGISTERED OFFICE AND REGISTERED AGENT; OFFICE

         (a) The Corporation shall maintain at all times a registered office in
State of Georgia and a registered agent at that office.

         (b) The Corporation may have other offices at such places within or
without the State of Georgia as the Board may from time to time designate or the
business of the Corporation may require or make desirable.

                                  ARTICLE XIII.

                                   AMENDMENTS

         Section 1. AMENDMENTS GENERALLY.

         (a) Except as otherwise provided in subsection (c) of this Section 1,
or in the Articles of Incorporation or by applicable law, the Board may amend or
repeal any provision of these Bylaws or adopt any new bylaw, unless the
shareholders have adopted, amended or repealed a particular bylaw provision and,
in doing so, have expressly reserved to the shareholders the right of amendment
or repeal therefor.

         (b) The Corporation's shareholders have the right to amend or repeal
any provision of these Bylaws, or to adopt new bylaw provisions, even though
such provisions may also be adopted, amended or repealed by the Board.

         (c) Any provision of these Bylaws limiting the authority of the Board
or establishing staggered terms for directors may be adopted, amended or
repealed only by the shareholders.

         Section 2. BYLAW INCREASING QUORUM OR VOTING REQUIREMENTS.

         (a) Except as provided in Section 14-2-1113 of the Code or any
successor statute thereto (relating to the adoption of certain voting
requirements in connection with certain corporate business combinations with
statutorily defined "interested shareholders"), any bylaw which sets a greater
quorum or voting requirement for shareholders (or voting groups of shareholders)
than the minimum required by the Code may not be adopted, amended or repealed by
the Board.

         (b) Except as otherwise provided in the Articles of Incorporation, a
bylaw that fixes a greater quorum or voting requirement for the Board than the
minimum required by the Code:

               (1)  May be adopted, amended, or repealed by the shareholders
                    only by the affirmative vote of a majority of the votes
                    entitled to be cast; or

               (2)  May be adopted, amended, or repealed by the directors only
                    by a majority of the entire Board.

         (c) A bylaw adopted or amended by the shareholders that fixes a greater
quorum or voting requirement for the Board may be amended or repealed only by a
specified vote of either the shareholders or the Board, if such bylaw provision
so provides.

                                      -18-