<PAGE>

                                                                    EXHIBIT 3.1


                              AMENDMENT TO BY-LAWS
                                       OF
                                  TEKGRAF, INC.
                             (A Georgia Corporation)

                            Effective March 26, 2000


      1. The By-laws are hereby amended to add a new Section 12 of Article I to
be and read as follows:

      Section 12. Shareholder Proposals. No proposal for a Shareholder vote
      (other than director nominations, to which Section 15 of Article II
      applies) (a "Shareholder Proposal") shall be submitted by a Shareholder,
      either pursuant to Securities and Exchange Commission Rule 14a-8, 14a-4 or
      otherwise, to the Corporation's Shareholders unless the Shareholder
      submitting such proposal (the "Proponent") shall have filed a written
      notice setting forth with particularity (i) the names and business
      addresses of the Proponent and all natural persons, corporations,
      partnerships, trusts or any other type of legal entity or recognized
      ownership vehicle (collectively, a "Person") acting in concert with the
      Proponent; (ii) the name and address of the Proponent and the Persons
      identified in clause (i), as they appear on the Corporation's books (if
      they so appear); (iii) the class and number of shares of the Corporation
      beneficially owned by the Proponent and the Persons identified in clause
      (i); (iv) a description of the Shareholder Proposal containing all
      material information relating thereto; and (v) such other information as
      the Board of Directors reasonably determines is necessary or appropriate
      to enable the Board of Directors and Shareholders of the Corporation to
      consider the Shareholder Proposal. Shareholder Proposals shall be
      delivered to the Secretary of the Corporation at the principal executive
      office of the Corporation within the time period specified in Securities
      and Exchange Commission Rule 14a-8(e)(2), or any successor rule. The
      presiding officer at any Shareholders' meeting may determine that any
      Shareholder Proposal was not made in accordance with the procedures
      prescribed in these By-laws or is otherwise not in accordance with law,
      and if it is so determined, such officer shall so declare at the meeting
      and the Shareholder Proposal shall be disregarded.

                                     * * * *

      2. The By-laws are hereby amended to add a new Section 15 of Article II to
be and read as follows:

      Section 15. Nominations for Election of Directors. (i) Subject to the
      rights of holders of any class or series of stock of the Corporation then
      outstanding, nominations for the election of directors may be made by the
      affirmative vote of a majority of the entire Board of Directors or by any
      Shareholder of record entitled to vote generally in the election of
      directors. However, any Shareholder of record entitled to vote generally
      in the election of directors may nominate one or more persons for election
      as directors at a meeting only if written notice of such Shareholder's
      intent to make such nomination or nominations has been given, either by
      personal delivery or by first class United States mail, postage prepaid,
      to the Secretary of the Corporation not less than 60 days nor more

<PAGE>

      than 75 days prior to the meeting; provided, that in the event that less
      than 70 days' notice or prior public disclosure of the date of the meeting
      is given or made to Shareholders, notice by the Shareholder to be timely
      must be so received not later than the close of business on the 10th day
      following the day on which such notice of the date of meeting was mailed
      or such public disclosure was made, whichever first occurs.

            (ii) Each notice to the Secretary under subsection 15(i) above shall
            set forth: (a) the name and address of record of the Shareholder who
            intends to make the nomination; (b) a representation that the
            Shareholder is a holder of record of shares of the Corporation's
            stock entitled to vote at such meeting and intends to appear in
            person or by proxy at the meeting to nominate the person or persons
            specified in the notice; (c) the class and number of shares of stock
            held of record, owned beneficially, and represented by proxy, by the
            Shareholder, and each proposed nominee, as of the date of the
            notice; (d)the name, age, business and residence addresses, and
            principal occupation or employment of each proposed nominee; (e) a
            description of all arrangements or understandings between the
            Shareholder and each proposed nominee and any other person or
            persons (naming such person or persons) pursuant to which the
            nomination or nominations are to be made by the Shareholder; (f)
            such other information regarding each proposed nominee as would be
            required to be included in a proxy statement filed pursuant to the
            proxy rules of the Securities and Exchange Commission; and (g) the
            written consent of each proposed nominee to serve as a director of
            the Corporation if so elected. The Corporation may require any
            proposed nominee to furnish such other information as may reasonably
            be required by the Corporation to determine the eligibility of such
            proposed nominee to serve as a director of the Corporation.



            (iii) The chairman of the meeting may, if the facts warrant,
            determine and declare to the meeting that a nomination was not made
            in accordance with the foregoing procedure, and if he should so
            determine, he shall so declare to the meeting and the defective
            nomination shall be disregarded.


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<PAGE>

                                     BY-LAWS
                                       OF
                                  TEKGRAF, INC.
                             (A Georgia Corporation)


                                   ARTICLE I.

                            Meetings of Shareholders

      Section 1. ANNUAL MEETING. The annual meeting of the Shareholders of
TEKGRAF, INC., hereinafter called the "Corporation", for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held in the 5th month following the close of the Corporation's
fiscal year, at such date and time as shall be designated by the Board or
Chairman of the Board or the President, or at such other date and time as the
Board shall designate.

      Section 2. SPECIAL MEETING. Special Meetings of the Shareholders, unless
otherwise prescribed by statute, may be called at any time by the Board or the
Chairman of the Board or the President. The Board of Directors shall call a
special meeting of the Shareholders when requested in writing by Shareholders
holding not less than 20% of the outstanding stock of the corporation; such
written request shall state the object of the meeting proposed to be held.

      Section 3. NOTICE OF MEETINGS. Notice of the place, date and time of the
holding of each annual and special meeting of the Shareholders and, in the case
of a special meeting, the purpose or purposes thereof shall be given personally
or by mail in a postage prepaid envelope to each Shareholder entitled to vote at
such meeting, not less than ten (10) nor more than sixty (60) days before the
date of such meeting, and, if mailed, it shall be directed to such Shareholder
at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it shall be directed to
him at some other address. If mailed, such notice shall be deemed to be
delivered when deposited in United States mail so addressed with postage thereon
prepaid. Notice of any meeting of Shareholders shall not be required to be given
to any Shareholder who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy. Unless the Board shall fix after the adjournment a new record date for an
adjourned meeting, notice of such adjourned meeting need not be given if the
time and place to which the meeting shall be adjourned were announced at the
meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each Shareholder of record entitled
to vote at the meeting.


                                       3
<PAGE>

      Section 4. PLACE OF MEETINGS. Meetings of the Shareholders may be held at
such place, within or without the State of Georgia, as the Board or other
officer calling the same shall specify in the notice of such meeting, or in a
duly executed waiver of notice thereof.

      Section 5. QUORUM. At all meetings of the Shareholders, the holders of a
majority of the votes of the shares of stock of the Corporation issued and
outstanding and entitled to vote shall be present in person or by proxy to
constitute a quorum for the transaction of any business, except when
Shareholders are required to vote by class, in which event a majority of the
issued and outstanding shares of the appropriate class shall be present in
person or by proxy, or except as otherwise provided by statute or in the
Articles of Incorporation. In the absence of a quorum, the holders of a majority
of the votes of the shares of stock present in person or by proxy and entitled
to vote, or if no Shareholder entitled to vote is present, then any officer of
the Corporation may adjourn the meeting from time to time. At any such adjourned
meeting at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called.

      Section 6. ORGANIZATION. At each meeting of the Shareholders the Chairman
of the Board, or in his absence or inability to act, the President, or in the
absence or inability to act of the Chairman of the Board and the President, a
Vice President, or in the absence of all the foregoing, any person chosen by a
majority of those Shareholders present, shall act as chairman of the meeting.
The Secretary, or, in his absence or inability to act, the Assistant Secretary
or any person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof.

      Section 7. ORDER OF BUSINESS. The order of business at all meetings of the
Shareholders shall be as determined by the chairman of the meeting.

      Section 8. VOTING. Except as otherwise provided by statute, the Articles
of Incorporation, or any certificate duly filed in the office of the Secretary
of State of Georgia, each holder of record of shares of stock of the Corporation
having voting power shall be entitled at each meeting of the Shareholders to one
vote for every share of such stock standing in his name on the record of
Shareholders of the Corporation on the date fixed by the Board as the record
date for the determination of the Shareholders who shall be entitled to notice
of and to vote at such meeting; or if such record date shall not have been so
fixed, then at the close of business on the day next preceding the day on which
the meeting is held; or each Shareholder entitled to vote at any meeting of
Shareholders may authorize another person or persons to act for him by a proxy
signed by such Shareholder or his attorney-in-fact. Any such proxy shall be
delivered to the secretary of such meeting at or prior to the time designated in
the order of business for so delivering such proxies.

      No proxy shall be valid after the expiration of three years from the date
thereof, unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Shareholder executing it, except in those cases where an
irrevocable proxy is permitted by law. Except as otherwise provided by statute,
these By-Laws, or the Articles of Incorporation, any corporate action to be
taken by vote of the Shareholders shall be authorized by a majority of the total
votes, or when Shareholders are required to vote by class by a majority of the
votes of the appropriate class, cast at a meeting of Shareholders by the holders
of shares present in person or


                                       4
<PAGE>

represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by written ballot. On a vote by written ballot, each
ballot shall be signed by the Shareholder voting, or by his proxy, if there be
such proxy, and shall state the number of shares voted.

      Section 9. LIST OF SHAREHOLDERS. The officer who has charge of the stock
ledger of the Corporation, or the transfer agent of the Corporation's stock, if
there be one then acting, shall prepare and make, at least ten days before every
meeting of Shareholders, a complete list of the Shareholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
Shareholder and the number of shares registered in the name of each Shareholder.
Such list shall be open to the examination of any Shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, at the place where the meeting is to be held, or at the
office of the transfer agent. The 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 Shareholder who is present.

      Section 10. INSPECTORS. The Board may, in advance of any meeting of
Shareholders, 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 may, and on the
request of any Shareholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute 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 outstanding and the voting power of each,
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 Shareholders. On request of the chairman of the meeting or any
Shareholder 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 candidate for the office
of director shall act as inspector of an election of directors. Inspectors need
not be Shareholders.

      Section 11. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Articles of Incorporation, any action required by Section
14-2-704 of the Georgia Business Corporation Code, to be taken at any annual or
special meeting of such Shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in this State, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of Shareholders are recorded. Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.


                                       5
<PAGE>

                                  ARTICLE II.

                               Board of Directors

      Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by the Board. The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
statute or the Articles of Incorporation or by these By-Laws directed or
required to be exercised or done by the Shareholders.

      Section 2. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE. The number
of directors of the Corporation shall be fixed from time to time by the vote of
a majority of the entire Board then in office and the number thereof may
thereafter by like vote be increased or decreased to such greater or lesser
number (not less than three) as may be so provided, subject to the provisions of
Section 11 of this Article II. All of the directors shall be of full age and
need not be Shareholders. Except as otherwise provided by statute or these
By-Laws, the directors shall be elected at the annual meeting of the
Shareholders for the election of directors at which a quorum is present, and the
persons receiving a plurality of the votes cast at such meeting shall be
elected. Each director shall hold office until the next annual meeting of the
Shareholders and until his successor shall have been duly elected and qualified,
or until his death, or until he shall have resigned, or have been removed, as
hereinafter provided in these By-Laws, or as otherwise provided by statute or
the Articles of Incorporation.

      Section 3. PLACE OF MEETINGS. Meetings of the Board may be held at such
place, within or without the State of Georgia, as the Board may from time to
time determine or as shall be specified in the notice or waiver of notice of
such meeting.

      Section 4. ANNUAL MEETING. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the Shareholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place (within or without the State of Georgia) which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.

      Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be held
at such time and place as the Board may from time to time determine. If any day
fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board need not be given except as otherwise required
by statute or these By-Laws.

      Section 6. SPECIAL MEETINGS. Special meetings of the Board may be called
by two or more directors of the Corporation or by the Chairman of the Board or
the President.

      Section 7. NOTICE OF MEETINGS. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required) shall be given
by the Secretary as hereinafter provided in this Section 7, in which notice
shall be stated the time and place (within or without the State of Georgia) of
the meeting. Notice of each such meeting shall be delivered


                                       6
<PAGE>

to each director either personally or by telephone, telegraph, cable or
wireless, at least twenty-four hours before the time at which such meeting is to
be held or by first-class mail, postage prepaid, addressed to him at his
residence, or usual place of business, at least three days before the day on
which such meeting is to be held. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting protesting,
prior to or at its commencement, the lack of notice to him. Except as otherwise
specifically required by these By-Laws, a notice or waiver of notice of any
regular or special meeting need not state the purposes of such meeting.

      Section 8. QUORUM AND MANNER OF ACTING. A majority of the entire Board
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and, except as otherwise
expressly required by statute or the Articles of Incorporation, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. Any one or more members of the Board or any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment allowing all
participants in the meeting to hear each other at the same time and
participation by such means shall constitute presence in person at a meeting. In
the absence of a quorum at any meeting of the Board, a majority of the directors
present thereat, or if no director be present, the Secretary, may adjourn such
meeting to another time and place, or such meeting, unless it be the annual
meeting of the Board, need not be held. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. Except as provided in Article
III of these By-Laws, the directors shall act only as a Board and the individual
directors shall have no power as such.

      Section 9. ORGANIZATION. At each meeting of the Board, the Chairman of the
Board (or, in his absence or inability to act, the President, or, in his absence
or inability to act, another director chosen by a majority of the directors
present) shall act as chairman of the meeting and preside thereat. The Secretary
(or, in his absence or inability to act, any person appointed by the chairman)
shall act as secretary of the meeting and keep the minutes thereof.

      Section 10. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or Chairman of
the Board or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

      Section 11. VACANCIES. Vacancies, including newly created directorships,
may be filled by a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
section for the filling of other vacancies.

      Section 12. REMOVAL OF DIRECTORS. Except as otherwise provided in the
Articles of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at


                                       7
<PAGE>

any time, by the affirmative vote of a majority of the votes of the issued and
outstanding shares of stock entitled to vote for the election of the
Shareholders called and held for that purpose, or by a majority vote of the
Board of Directors at a meeting called for such purpose, and the vacancy in the
Board caused by any such removal may be filled by such Shareholders or
directors, as the case may be, at such meeting, and if the Shareholders shall
fail to fill such vacancy, such vacancy shall be filled in the manner as
provided by these By-Laws.

      Section 13. COMPENSATION. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

      Section 14. ACTION BY THE BOARD. To the extent permitted under the laws of
the State of Georgia, 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 all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

                                  ARTICLE III.

                         Executive and Other Committees

      Section 1. EXECUTIVE AND OTHER COMMITTEES. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
Committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the Board in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of any such
absent or disqualified member. Each committee shall keep minutes of its
proceedings and shall report such minutes to the Board when required. All such
proceedings shall be subject to revision or alteration by the Board, provided,
however, the third parties shall not be prejudiced by such revision or
alteration.

      Section 2. GENERAL. A majority of any committee may determine its action
and fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Article II, Section 7. The Board shall have the
power at any time to fill vacancies in, to change the membership of, or to
dissolve any such committee. Nothing herein shall be deemed to prevent the Board
from appointing one or more committees consisting in whole or in part of persons
who are directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.


                                       8
<PAGE>

                                  ARTICLE IV.

                                    Officers

      Section 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall include the Chairman of the Board, the President, one or more Vice
Presidents (one or more of whom may be designated Executive Vice President or
Senior Vice President), the Treasurer, and the Secretary. Any two or more
offices may be held by the same person. Such officers shall be elected from time
to time by the Board, each to hold office until the meeting of the Board
following the next annual meeting of the Shareholders, or until his successor
shall have been duly elected and shall have qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws. The Board may from time to time elect a Vice Chairman of the
Board, and the Board may from time to time elect, or the Chairman of the Board,
or the President may appoint, such other officers (including one or more
Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers), as
may be necessary or desirable for the business of the Corporation. Such other
officers and agents shall have such duties and shall hold their offices for such
terms as may be prescribed by the Board or by the Board or by the appointing
authority.

      Section 2. RESIGNATION. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board, the Chairman of
the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

      Section 3. REMOVAL. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board or, except in the case of an
officer or agent elected or appointed by the Board, by the Chairman of the Board
or the President. Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.

      Section 4. VACANCIES. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office which shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to such office.

      Section 5. a. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
be elected, shall, if present, preside at each meeting of the Shareholders and
of the Board and shall be an ex officio member of all committees of the Board.
He shall perform all duties incident to the office of Chairman of the Board and
such other duties as may from time to time be assigned to him by the Board.

                  b. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if one be elected, shall have such powers and perform all such duties as
from time to time may be assigned to him by the Board or the Chairman of the
Board and, unless otherwise provided by the Board, shall in the case of the
absence or inability to act of the Chairman of the


                                       9
<PAGE>

Board, perform the duties of the Chairman of the Board and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
Chairman of the Board.

      Section 6. THE PRESIDENT. The President shall be the chief operating and
executive officer of the Corporation and shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers, subject, however, to the direction of the Chairman of
the Board and the control of the Board. If no Chairman of the Board is elected,
or at the request of the Chairman of the Board, or in the case of his absence or
inability to act, unless there be a Vice Chairman of the Board so designated to
act, the President shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board. He shall perform all duties
incident to the office of the President and such other duties as from time to
time may be assigned to him by the Board or the Chairman of the Board.

      Section 7. VICE PRESIDENTS. Each Executive Vice President, each Senior
Vice President and each Vice President shall have such powers and perform all
such duties as from time to time may be assigned to him by the Board, the
Chairman of the Board, or the President. They shall, in the order of their
seniority, have the power and may perform the duties of the Chairman of the
Board and the President.

      Section 8. THE TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall exercise general supervision over the
receipt, custody and disbursement of Corporate funds. He shall have such further
powers and duties as may be conferred upon him from time to time by the
President or the Board of Directors. He shall perform the duties of controller
if no one is elected to that office.

      Section 9. THE SECRETARY. The Secretary shall: (a) keep or cause to be
kept in one or more books provided for the purpose, the minutes of all meetings
of the Board, the committees of the Board and the Shareholders; (b) see that all
notices are duly given in accordance with the provisions of these By-Laws and as
required by law; (c) be custodian of the records and the seal of the Corporation
and affix and attest the seal to all stock certificates of the Corporation
(unless the seal be a facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf of the Corporation
under its seal; (d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly
kept and filed, and (e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board, the Chairman of the Board, or the President.

      Section 10. OFFICER'S BONDS OR OTHER SECURITY. If required by the Board,
any officer of the Corporation shall give a bond or other security for the
faithful performance of his duties, in such amount and with such surety or
sureties as the Board may require.

      Section 11. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board, provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the President, as the case may
be. An officer of the Corporation shall not be prevented from receiving


                                       10
<PAGE>

compensation by reason of the fact that he is also a director of the
Corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.

                                   ARTICLE V.

                                 Indemnification

      The Corporation shall, to the fullest extent permitted by the laws of the
state of incorporation, indemnify any and all persons whom it shall have power
to indemnify against any and all costs, expenses, liabilities or other matters
incurred by them by reason of having been officers or directors of the
Corporation, any subsidiary of the Corporation or of any other corporation for
which he acted as officer or director at the request of the Corporation.

                                  ARTICLE VI.

                  Contracts, Checks, Drafts, Bank Account, etc.

      Section 1. EXECUTION OF CONTRACTS. Except as otherwise required by
statute, the Articles of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct.

      Such authority may be general or confined to specific instances as the
Board may determine. Unless authorized by the Board or expressly permitted by
these By-Laws, an officer or agent or employee shall not have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it pecuniarily liable for any purpose or to any amount.

      Section 2. LOANS. Unless the Board shall otherwise determine, either (a)
the Chairman of the Board, the Vice Chairman of the Board or the President,
singly, or (b) a Vice President, together with the Treasurer, may effect loans
and advances at any time for the Corporation or guarantee any loans and advances
to any subsidiary of the Corporation, from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
certificates or evidences of indebtedness of the Corporation, or guarantee of
indebtedness of subsidiaries of the Corporation, but no officer or officers
shall mortgage, pledge, hypothecate or transfer any securities or other property
of the Corporation, except when authorized by the Board.

      Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation by such persons and in such manner
as shall from time to time be authorized by the Board.

      Section 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may from time to time
designate or as may be designated by any


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<PAGE>

officer or officers of the Corporation to whom such power of designation may
from time to time be delegated by the Board. For the purpose of deposit and for
the purpose of collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer or agent of
the Corporation, or in such manner as the Board may determine by resolution.

      Section 5. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may designate or
as may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. The Board
may make such special rules and regulations with respect to such bank accounts,
not inconsistent with the provisions of these By-Laws, as it may deem expedient.

      Section 6. PROXIES IN RESPECT OF SECURITIES OF OTHER CORPORATIONS. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board, the President, or a Vice President may from time to time appoint
an attorney or attorneys or agent or agents, of the Corporation, in the name and
on behalf of the Corporation to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.

                                  ARTICLE VII.

                                  Shares, Etc.

      Section 1. STOCK CERTIFICATES. Each holder of shares of stock of the
Corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board, certifying the number of shares of the Corporation owned
by him. The certificates representing shares of stock shall be signed in the
name of the Corporation by the Chairman of the Board or the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the Corporation (which seal may
be a facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent other than the Corporation or
its employee, or is registered by a registrar other than the Corporation or one
of its employees, the signature of the officers of the Corporation upon such
certificates may be facsimiles, engraved or printed. In case any officer who
shall have signed or whose facsimile signature has been placed upon such
certificates shall have ceased to be such officer before such certificates shall
be issued, they may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue.

      Section 2. BOOKS OF ACCOUNT AND RECORD OF SHAREHOLDERS. The books and
records of the Corporation may be kept at such places within or without the
state of incorporation as the


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<PAGE>

Board of Directors may from time to time determine. The stock record books and
the blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.

      Section 3. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
Shareholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and the Corporation may hold any such Shareholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof.

      Whenever any transfers of shares shall be made for collateral security and
not absolutely, and both the transferor and transferee request the Corporation
to do so, such fact shall be stated in the entry of the transfer.

      Section 4. REGULATIONS. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.

      Section 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost, stolen, or destroyed or which shall have been
mutilated, and the Board may, in its discretion, require such owner or his legal
representative to give the Corporation a bond in such sum, limited or unlimited,
and in such form band with such surety or sureties as the Board in its absolute
discretion shall determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft, or destruction of
any such certificate, or the issuance of a new certificate. Anything herein to
the contrary notwithstanding, the Board, in its absolute discretion, may refuse
to issue any such new certificate, except pursuant to legal proceedings under
the laws of the State of Georgia.

      Section 6. FIXING OF THE RECORD DATE. In order that the Corporation may
determine the Shareholders entitled to notice of, or to vote at, any meeting of
Shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution of allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for


                                       13
<PAGE>

the purpose of any other lawful action, the Board may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of Shareholders of record entitled to notice of, or to vote at, a
meeting of Shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

                                 ARTICLE VIII.

                                     Offices

      Section 1. PRINCIPAL OR REGISTERED OFFICE. The principal registered office
of the Corporation shall be at such place as may be specified in the Articles of
Incorporation of the Corporation or other certificate filed pursuant to law, or
if none be so specified, at such place as may from time to time be fixed by the
Board.

      Section 2. OTHER OFFICES. The Corporation also may have an office or
offices other than said principal or registered office, at such place or places
either within or without the State of Georgia.

                                  ARTICLE IX.

                                   Fiscal Year


      The fiscal year of the Corporation shall be determined by the Board.

                                   ARTICLE X.

                                      Seal

      The Board shall provide a corporate seal which shall contain the name of
Corporation, the words "Corporate Seal" and the year and State of Georgia.

                                  ARTICLE XI.

                                   Amendments

      Section 1. SHAREHOLDERS. These By-Laws may be amended or repealed, or new
By-Laws may be adopted, at any annual or special meeting of the Shareholders, by
a majority of the total votes of the Shareholders or when Shareholders are
required to vote by class by a majority of the appropriate class, in person or
represented by proxy and entitled to vote on such action; provided, however,
that the notice of such meeting shall have been given as provided in these
By-Laws, which notice shall mention that amendment or repeal of these By-Laws,
or the adoption of new By-Laws, is one of the purposes of such meeting.

      Section 2. BOARD OF DIRECTORS. These By-Laws may also be amended or
repealed or new By-Laws may be adopted, by the Board at any meeting thereof;
provided, however, that


                                       14
<PAGE>

notice of such meeting shall have been given as provided in these By-Laws, which
notice shall mention that amendment or repeal of the By-Laws, or the adoption of
new By-Laws, is one of the purposes of such meetings, By-Laws adopted by the
Board may be amended or repealed by the Shareholders as provided in Section 1 of
this Article XI.

                                  ARTICLE XII.

                                  Miscellaneous

      Section 1. INTERESTED DIRECTORS. No contract or other transaction between
the Corporation and any other corporation shall be affected and invalidated by
the fact that any one or more of the Directors of the Corporation is or are
interested in or is a Director or officer or are Directors or officers of such
other corporation, and any Director or Directors, individually or jointly, may
be a party or parties to or may be interested in any contract or transaction of
the Corporation or in which the Corporation is interested; and no contract, act
or transaction of the Corporation with any person or persons, firm or
corporation shall be affected or invalidated by the fact that any Director or
Directors of the Corporation is a party or are parties to or interested in such
contract, act or transaction, or in any way connected with such person or
persons, firms or associations, and each and every person who may become a
Director of the Corporation is hereby relieved from any liability that might
otherwise exist from contracting with the Corporation for the benefit of
himself, any firm, association or corporation in which he may be in any way
interested.

      Section 2. RATIFICATION. Any transaction questioned in any Shareholders'
derivative suit on the grounds of lack of authority, defective or irregular
execution, adverse interest of director, officer or Shareholder, nondisclosure,
miscomputation, or the application of improper principles or practices of
accounting, may be ratified before or after judgment, by the Board of Directors
or by the Shareholders in case less than a quorum of Directors are qualified,
and, if so ratified, shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said ratification shall be
binding upon the Corporation and its Shareholders, and shall constitute a bar to
any claim or execution of any judgment in respect of such questioned
transaction.


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