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                                                                     Exhibit 3.2











                           SECOND AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              APPLICA INCORPORATED

                             (A FLORIDA CORPORATION)




<PAGE>   2




                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                               Number
                                                                                                               ------
<S>                     <C>                                                                                     <C>
ARTICLE ONE - OFFICES.............................................................................................1
         Section 1.     Registered Office.........................................................................1
         Section 2.     Other Offices.............................................................................1

ARTICLE TWO - MEETINGS OF SHAREHOLDERS............................................................................1
         Section 1.     Place.....................................................................................1
         Section 2.     Time of Annual Meeting....................................................................1
         Section 3.     Call of Special Meetings..................................................................1
         Section 4.     Conduct of Meetings.......................................................................1
         Section 5.     Notice and Waiver of Notice...............................................................2
         Section 6.     Notice Requirements for Director Nominations and Shareholder Proposals....................2
         Section 7.     Business of Special Meeting...............................................................4
         Section 8.     Quorum....................................................................................4
         Section 9.     Voting Per Share..........................................................................4
         Section 10.    Voting of Shares..........................................................................4
         Section 11.    Proxies...................................................................................5
         Section 12.    Shareholder List..........................................................................5
         Section 13.    Action Without Meeting....................................................................6
         Section 14.    Fixing Record Date........................................................................6
         Section 15.    Inspectors and Judges.....................................................................6

ARTICLE THREE - DIRECTORS.........................................................................................7
         Section 1.     Number, Election and Term.................................................................7
         Section 2.     Removal...................................................................................7
         Section 3.     Vacancies.................................................................................7
         Section 4.     Powers....................................................................................7
         Section 5.     Place of Meetings.........................................................................8
         Section 6.     Annual Meeting............................................................................8
         Section 7.     Regular Meetings..........................................................................8
         Section 8.     Special Meetings and Notice...............................................................8
         Section 9.     Quorum; Required Vote; Presumption of Assent..............................................8
         Section 10.    Action Without Meeting....................................................................8
         Section 11.    Conference Telephone or Similar Communications Equipment Meetings.........................9
         Section 12.    Committees................................................................................9
         Section 13.    Compensation of Directors.................................................................9
         Section 14.    Chairman of the Board.....................................................................9

</TABLE>



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<TABLE>
<CAPTION>

<S>                     <C>                                                                                     <C>

ARTICLE FOUR - OFFICERS..........................................................................................10
         Section 1.     Positions................................................................................10
         Section 2.     Election of Specified Officers by Board..................................................10
         Section 3.     Election or Appointment of Other Officers................................................10
         Section 4.     Salaries.................................................................................10
         Section 5.     Term; Resignation........................................................................10
         Section 6.     Chief Executive Officer..................................................................10
         Section 7.     President................................................................................11
         Section 8.     Senior Vice Presidents and Vice Presidents...............................................11
         Section 9.     Secretary................................................................................11
         Section 10.    Chief Financial Officer..................................................................11

ARTICLE FIVE - CERTIFICATES FOR SHARES...........................................................................11
         Section 1.     Issue of Certificates....................................................................11
         Section 2.     Legends for Preferences and Restrictions on Transfer.....................................12
         Section 3.     Facsimile Signatures.....................................................................12
         Section 4.     Lost Certificates........................................................................12
         Section 5.     Transfer of Shares.......................................................................13
         Section 6.     Registered Shareholders..................................................................13
         Section 7.     Redemption of Control Shares.............................................................13

ARTICLE SIX - MISCELLANEOUS PROVISIONS...........................................................................13
         Section 1.     Dividends................................................................................13
         Section 2.     Reserves.................................................................................13
         Section 3.     Checks...................................................................................13
         Section 4.     Fiscal Year..............................................................................13
         Section 5.     Seal.....................................................................................14
         Section 6.     Rights Plan..............................................................................14

ARTICLE SEVEN - AMENDMENTS OF BYLAWS.............................................................................14

ARTICLE EIGHT - INDEMNIFICATION..................................................................................14

</TABLE>



<PAGE>   4

                              APPLICA INCORPORATED

                       SECOND AMENDED AND RESTATED BYLAWS

                                   ARTICLE ONE

                                     OFFICES

         Section 1. REGISTERED OFFICE. The registered office of APPLICA
INCORPORATED, a Florida corporation (the "Corporation"), shall be located in the
State of Florida, unless otherwise designated by the Board of Directors of the
Corporation (the "Board of Directors").

         Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or outside the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                   ARTICLE TWO

                            MEETINGS OF SHAREHOLDERS

         Section 1. PLACE. All annual meetings of shareholders shall be held at
such place, within or outside the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or outside the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         Section 2. TIME OF ANNUAL MEETING. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided that there shall be an annual meeting held every
year at which the shareholders shall elect members of the Board of Directors and
transact such other business as may properly be brought before the meeting.

         Section 3. CALL OF SPECIAL MEETINGS. Special meetings of the
shareholders shall be held if called upon the written request of the Chairman of
the Board, the Chief Executive Officer, the President or a majority of the Board
of Directors acting without a meeting, or if the holders of not less than ten
percent (10%) of all the shares entitled to vote at the meeting sign, date, and
deliver to the Secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held. The Board of Directors shall
fix the record date for and the place, date and hour of, the meeting, and the
Secretary shall give notice of such meeting and the place, day and hour and the
purpose or purposes thereof to the shareholders entitled thereto. The Board of
Directors of the Corporation may delay calling a shareholder-initiated special
meeting of shareholders to elect directors or to vote upon a pending merger
proposal for such period of time as is reasonably necessary.

         Section 4. CONDUCT OF MEETINGS. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and



<PAGE>   5

special meetings of shareholders and shall be given full discretion in
establishing the rules and procedures to be followed in conducting the meetings,
except as otherwise provided by law or in these Bylaws.

         Section 5. NOTICE AND WAIVER OF NOTICE. Except as otherwise provided by
law, written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than 60 days
before the day of the meeting, either personally or by first-class mail, by or
at the direction of the President, the Secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If the notice is mailed at least 30 days before the date of the
meeting, it may be done by a class of United States mail other than first-class.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his or her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid. If a meeting is adjourned to another time and/or place, and if an
announcement of the adjourned time and/or place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fixes a new record date for the adjourned meeting.
Whenever any notice is required to be given to any shareholder, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
signed before, during or after the time of the meeting stated therein, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records, shall be equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the shareholders need be specified in any written waiver of notice.
Attendance of a person at a meeting shall constitute a waiver of (a) lack of or
defective notice of such meeting, unless the person objects at the beginning to
the holding of the meeting or the transacting of any business at the meeting, or
(b) lack of defective notice of a particular matter at a meeting that is not
within the purpose or purposes described in the meeting notice, unless the
person objects to considering such matter when it is presented.

         Section 6. NOTICE REQUIREMENTS FOR DIRECTOR NOMINATIONS AND SHAREHOLDER
PROPOSALS.

         (a) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of shareholders (i) by or at the direction of the Board of
Directors or (ii) by any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this Bylaw, who shall be
entitled to vote for the election of directors at the meeting and who complies
with the notice procedures set forth in this Bylaw.

         (b) Nominations by shareholders shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation (a) in the case of an annual meeting, not less than
90 days nor more than 120 days prior to the first anniversary of the date of the
notice of preceding year's annual meeting; PROVIDED, HOWEVER, that in the event
that the date of the annual meeting is changed by more than 30 days from such
anniversary date,



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notice by the shareholder to be timely must be so received not later than the
close of business on the tenth day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made, and
(b) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the tenth day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
was made.

         (c) Such shareholder's notice shall set forth (i) as to each person
whom the shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for elections of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to the shareholder giving the notice (A) the name and address,
as they appear on the Corporation's books, of such shareholder and (B) the class
and number of shares of the Corporation which are beneficially owned by such
shareholder and also which are owned by such shareholder and also which are
owned of record by such shareholder; and (iii) as to the beneficial owner, if
any, on whose behalf the nomination is made, (A) the name and address of such
person and (B) the class and number of shares of the Corporation which are
beneficially owned by such person. At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee.

         (d) At an annual meeting of the shareholders, only such business shall
be conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any shareholder of the Corporation who is a shareholder of
record at the time of giving of the notice provided for in this Bylaw, who shall
be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Bylaw.

         (e) For business to be properly brought before an annual meeting by a
shareholder pursuant to clause (iii) of paragraph (d) of this Bylaw the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 90 days nor more than 120 days prior to the first anniversary of the
date of the notice of the preceding year's annual meeting; PROVIDED, HOWEVER,
that in the event that the date of the meeting is changed by more than 30 days
from such anniversary date, to be timely, notice by the shareholder must be
received no later than the close of business on the tenth day following the
earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the meeting (i)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (iii) the class and number of shares of the
Corporation which are owned beneficially and of record by such shareholder of
record and by the beneficial owner, if



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any, on whose behalf the proposal is made and (iv) any material interest of such
shareholder of record and the beneficial owner, if any, on whose behalf the
proposal is made in such business.

         (f) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Bylaw. Additionally, no person shall be eligible to
serve as a director of the Corporation unless nominated in accordance with the
procedures set forth in this Bylaw. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that (1) the business was
not properly brought before the meeting and in accordance with the procedures
prescribed by this Bylaw or (2) a nomination was not made in accordance with the
procedures prescribed by these Bylaws. If the Chairman should so determine, he
or she shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted or the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw.

         Section 7. BUSINESS OF SPECIAL MEETING. Business transacted at any
special meeting shall be confined to the purposes stated in the notice thereof.

         Section 8. QUORUM. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or Bylaws, a majority of the shares entitled to vote on the matter
by each voting group, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, but in no event shall a quorum consist of
less than one-third of the shares of each voting group entitled to vote. If less
than a majority of outstanding shares entitled to vote are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. After a quorum has been established at any
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof. Once a share is represented for any purpose
at a 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
must be set for that adjourned meeting.

         Section 9. VOTING PER SHARE. Except as otherwise provided in the
Articles of Incorporation or by law, each shareholder is entitled to one vote
for each outstanding share held by him or her on each matter voted at a
shareholders' meeting.

         Section 10. VOTING OF SHARES. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of a corporation, domestic or foreign, may be voted by the officer,
agent or proxy designated by the bylaws of such corporate shareholder or, in the
absence of any applicable bylaw, by such person or persons as the board of
directors of the corporate shareholder may designate. In the absence of any such
designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate




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shareholder, in that order, shall be presumed to be fully authorized to vote
such shares. Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by such person, either in person or
by proxy, without a transfer of such shares into his or her name. Shares
standing in the name of a trustee may be voted by such trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him or her
without a transfer of such shares into his or her name or the name of his or her
nominee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer thereof into his or her name. If shares
stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, such person's act binds all; (b) if more than
one vote, in person or by proxy, the act of the majority so voting binds all;
(c) if more than one vote, in person or by proxy, but the vote is evenly split
on any particular matter, each faction is entitled to vote the share or shares
in question proportionally; or (d) if the instrument or order so filed shows
that any such tenancy is held in unequal interest, a majority or a vote evenly
split for purposes hereof shall be a majority or a vote evenly split in
interest. The principles of this paragraph shall apply, insofar as possible, to
execution of proxies, waivers, consents, or objections and for the purpose of
ascertaining the presence of a quorum.

         Section 11. PROXIES. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
such shareholder by signing an appointment form, either personally or by his or
her attorney-in-fact. An executed facsimile appearing to have been transmitted
by such person, or a photographic, photostatic, or equivalent reproduction of an
appointment form, shall be deemed a sufficient appointment form. An appointment
of a proxy is effective when received by the Secretary of the Corporation or
such other officer or agent which is authorized to tabulate votes, and shall be
valid for up to 11 months, unless a longer period is expressly provided in the
appointment form. The death or incapacity of the shareholder appointing a proxy
does not affect the right of the Corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his or
her authority under the appointment. An appointment of a proxy is revocable by
the shareholder unless the appointment is coupled with an interest.

         Section 12. SHAREHOLDER LIST. After fixing a record date for a meeting
of shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten days prior to the meeting or such shorter
time as exists between the record date and the meeting and continuing through
the meeting at the Corporation's principal office, at a place identified in the
meeting notice in the city where the




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meeting will be held, or at the office of the Corporation's transfer agent or
registrar. Any shareholder of the Corporation or his or her agent or attorney is
entitled on written demand to inspect the shareholders' list (subject to the
requirements of law), during regular business hours and at such shareholder's
expense, during the period it is available for inspection. The Corporation shall
make the shareholders' list available at the meeting of shareholders, and any
shareholder or his or her agent or attorney is entitled to inspect the list at
any time during the meeting or any adjournment.

         Section 13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the shareholders of the Corporation must be taken at a duly called
annual or special meeting of shareholders of the Corporation. No shareholder
action may be taken by a consent in writing.

         Section 14. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 60
days, and, in case of a meeting of shareholders, not less than ten days, prior
to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which the
notice of the meeting is mailed or the date on which the resolutions of the
Board of Directors declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 14, such determination shall apply to any adjournment
thereof, except where the Board of Directors fixes a new record date for the
adjourned meeting or as required by law.

         Section 15. INSPECTORS AND JUDGES. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any
adjournment(s) thereof. If any inspector or inspectors, or judge or judges, are
not appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors or judges. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by the
Board of Directors in advance of the meeting, or at the meeting by the person
presiding thereat. The inspectors or judges, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and 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 person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by them, and execute a certificate of any fact
found by them.



                                      -6-
<PAGE>   10
                                  ARTICLE THREE

                                    DIRECTORS

         Section 1. NUMBER, ELECTION AND TERM. The business of the Corporation
shall be managed by a Board of Directors who need not be shareholders of the
Corporation. The number of Directors shall not be less than seven nor more than
15, as determined from time to time by resolution of the majority of the Board
of Directors. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as nearly equal in number as
possible. The terms of office of directors of one class shall expire at each
annual meeting of shareholders, and in all cases as to each director until his
successor shall be elected and shall qualify, or until his earlier resignation,
removal from office, death or incapacity. If the number of directors is changed,
any increase or decrease in directors shall be apportioned among the classes so
as to maintain all classes as equal in number as possible, and any additional
director elected to any class shall hold office for a term which shall coincide
with the terms of the other directors in such class. No decrease in the number
of directors shall shorten the term of any incumbent director. At each annual
meeting, the number of directors equal to the number of directors of the class
whose term expires at the time of such meeting (or, if different, the number of
directors properly nominated and qualified for election) shall be elected to
hold office until the third succeeding annual meeting of shareholders after
their election. At each annual meeting of shareholders, the nominees receiving
the highest number of votes will be elected.

         Section 2. REMOVAL. Any director or the entire Board of Directors may
be removed; however, such removal must be for cause and must be approved as set
forth in this Section. Except as may otherwise be provided by law, cause for
removal shall be construed to exist only if (a) the director whose removal is
proposed has been convicted of a felony by a court of competent jurisdiction, or
(b) such director has been adjudicated by a court of competent jurisdiction to
be liable for negligence or misconduct in the performance of his duty to the
Corporation in a matter of substantial importance to the Corporation and such
adjudication is no longer subject to direct appeal. Removal for cause, as
defined in (a) and (b) above must be approved by a least a majority vote of the
shares of the Corporation then entitled to vote at an election for that director
or by at least a majority of the total number of directors. Any action for the
removal of a director must be brought within one year of such conviction or
adjudication.

         Section 3. VACANCIES. Any vacancies in the Board of Directors resulting
from death, resignation, retirement, removal from office, the creation of a new
directorship by an increase in the authorized number of directors, or otherwise
shall be filled by a majority vote of the directors than in office, though less
than a quorum of the entire Board of Directors. Directors so chosen to fill any
vacancy shall hold office for a term expiring at the next Annual Meeting of
Shareholders at which directors are elected.

         Section 4. POWERS. Except as provided in the Articles of Incorporation
and Bylaws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, its Board of Directors.




                                      -7-
<PAGE>   11

         Section 5. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or outside the State of Florida.

         Section 6. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held, without call or notice, immediately following
each annual meeting of shareholders.

         Section 7. REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

         Section 8. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any three directors.
Written notice of special meetings of the Board of Directors shall be given to
each director at least 48 hours before the meeting. Except as required by
statute, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting. Notices to directors shall be in
writing and delivered personally or mailed to the directors at their addresses
appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be received. Notice to directors may also
be given by facsimile or e-mail or any other generally acceptable form of
electronic communication. Notice of a meeting of the Board of Directors need not
be given to any director who signs a written waiver of notice before, during or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.

         Section 9. QUORUM; REQUIRED VOTE; PRESUMPTION OF ASSENT. A majority of
the number of directors fixed by, or in the manner provided in, these Bylaws
shall constitute a quorum for the transaction of business; provided, however,
that whenever, for any reason, a vacancy occurs in the Board of Directors, a
quorum shall consist of a majority of the remaining directors until the vacancy
has been filled. The act of a majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the Board
of Directors. A director of the Corporation who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken shall be presumed to have assented to the action taken, unless
such director objects at the beginning of the meeting or promptly upon his or
her arrival, to holding the meeting or transacting specific business at the
meeting, or he or she votes against or abstains from the action taken.

         Section 10. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this section is effective when
the




                                      -8-
<PAGE>   12

last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 10 shall have the effect of
a meeting vote and may be described as such in any document.

         Section 11. CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT
MEETINGS. Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone, video conferencing or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation in such a meeting
shall constitute presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting is not lawfully called or
convened.

         Section 12. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the full Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation, except where the action of the full Board of Directors is required
by statute. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or such director by law.

         Section 13. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

         Section 14. CHAIRMAN OF THE BOARD. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
shareholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officer of the Corporation need be a director. The Chairman of the
Board shall serve until his or her successor is chosen and qualified, but the
Chairman may be removed at any time by the affirmative vote of a majority of the
Board of Directors.





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<PAGE>   13
                                  ARTICLE FOUR

                                    OFFICERS

         Section 1. POSITIONS. The officers of the Corporation shall consist of
a Chief Executive Officer, a President and a Chief Financial Officer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board, a
Treasurer, a Secretary and one or more Senior Vice Presidents or Vice
Presidents. Any two or more offices may be held by the same person.

         Section 2. ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chief Executive Officer, a President and a Chief Financial Officer, and
may elect a Chairman of the Board, a Secretary, a Treasurer or one or more
Senior Vice Presidents or Vice Presidents.

         Section 3. ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the Chief Executive Officer or President of the
Corporation. The Board of Directors shall be advised of appointments by the
Chief Executive Officer or President at or before the next scheduled Board of
Directors meeting.

         Section 4. SALARIES. The salaries of the Chairman of the Board, the
Chief Executive Officer and the President shall be fixed from time to time by
the Board of Directors pursuant to its discretion. The salaries of all other
elected or appointed officers of the Corporation shall be fixed from time to
time by the Chief Executive Officer or President of the Corporation or pursuant
to his or her direction.

         Section 5. TERM; RESIGNATION. The officers of the Corporation shall
hold office until their successors are chosen and qualified. Any officer or
agent elected or appointed by the Board of Directors or the Chief Executive
Officer or President of the Corporation may be removed, with or without cause,
by the Board of Directors. Any officers or agents appointed by the Chief
Executive Officer or President of the Corporation pursuant to Section 3 of this
Article Four may also be removed from such officer positions by the Chief
Executive Officer or President, with or without cause. Any vacancy occurring in
any office of the Corporation by death, resignation, removal or otherwise shall
be filled by the Board of Directors, or, in the case of an officer appointed by
the Chief Executive Officer or President of the Corporation, by the Chief
Executive Officer, the President or the Board of Directors. Any officer of the
Corporation may resign from his or her respective office or position by
delivering notice to the Corporation. Such resignation is effective when
delivered unless the notice specifies a later effective date. If a resignation
is made effective at a later date and the Corporation accepts the future
effective date, the Board of Directors may fill the pending vacancy before the
effective date if the Board provides that the successor does not take office
until the effective date.

         Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
exercise general and active management of the business of the Corporation and
shall see that all orders




                                      -10-
<PAGE>   14

and resolutions of the Board of Directors are carried into effect. In the
absence of the Chairman of the Board or in the event the Board of Directors
shall not have designated a chairman of the board, the Chief Executive Officer
shall preside at meetings of the shareholders and the Board of Directors.

         Section 7. PRESIDENT. In the absence of the Chief Executive Officer,
the President shall perform the duties and exercise the powers of the Chief
Executive Officer. The President shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the Chief Executive
Officer may from time to time delegate.

         Section 8. SENIOR VICE PRESIDENTS AND VICE PRESIDENTS. The Senior Vice
Presidents and Vice Presidents in the order of their seniority, unless otherwise
determined by the Board of Directors, in the absence or disability of the Chief
Executive Officer and the President, or any Senior Vice President as applicable,
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the Board of Directors
shall prescribe or as the Chief Executive Officer or President may from time to
time delegate.

         Section 9. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, Chief Executive Officer or President, under whose
supervision he or she shall be. The Secretary shall keep in safe custody the
seal of the Corporation and, when authorized by the Board of Directors, affix
the same to any instrument requiring it.

         Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have the custody of corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Chief Financial Officer shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board
of Directors at its regular meetings or when the Board of Directors so requires
an account of all his or her transactions as treasurer and of the financial
condition of the Corporation unless otherwise specified by the Board of
Directors, the Chief Financial Officer shall be the Corporation's Treasurer.

                                  ARTICLE FIVE

                             CERTIFICATES FOR SHARES

         Section 1. ISSUE OF CERTIFICATES. The Corporation shall deliver
certificates representing all shares to which shareholders are entitled; and
such certificates shall be signed by the Chairman of the Board, Chief Executive
Officer, President or a Senior Vice President, and by



                                      -11-
<PAGE>   15

the Secretary or an Assistant Secretary of the Corporation, and may be sealed
with the seal of the Corporation or a facsimile thereof.

         Section 2. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
At the option of the Board of Directors or an officer of the Corporation, any
certificate representing shares that are restricted as to the sale, disposition,
or transfer of such shares shall also indicate that such shares are restricted
as to transfer and there shall be set forth or fairly summarized upon the
certificate, or the certificate shall indicate that the Corporation will furnish
to any shareholder upon request and without charge, a full statement of such
restrictions. If the Corporation issues any shares that are not registered under
the Securities Act of 1933, as amended, and registered or qualified under the
applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

         "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
         OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
         SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
         SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S
         EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL
         (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."

         Section 3. FACSIMILE SIGNATURES. The signatures of the Chairman of the
Board, the Chief Executive Officer, the President or a Senior Vice President and
the Secretary or Assistant Secretary upon a certificate may be facsimiles, if
the certificate is manually signed by a transfer agent, or registered by a
registrar, other than the Corporation itself or an employee of the Corporation.
In case any officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of the issuance.

         Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim




                                      -12-
<PAGE>   16

that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

         Section 5. TRANSFER OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.

         Section 7. REDEMPTION OF CONTROL SHARES. Section 607.0902 of the
Florida Business Corporation Act shall apply to control share acquisitions (as
that term is defined in such section) of shares of the Corporation. As provided
by the Florida Business Corporation Act, if a person acquiring control shares of
the Corporation does not file an acquiring person statement with the
Corporation, the Corporation may redeem the control shares at fair market value
at any time during the period ending 60 days after the last acquisition of such
control shares. If a person acquiring control shares of the Corporation files an
acquiring person statement with the Corporation, the control shares may be
redeemed by the Corporation only if such shares are not accorded full voting
rights by the shareholders as provided by law.

                                   ARTICLE SIX

                            MISCELLANEOUS PROVISIONS

         Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Articles of Incorporation.

         Section 2. RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

         Section 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors or the Chief Executive Officer or President
may from time to time designate.

         Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year and may be changed from time to time by resolution of
the Board of Directors.




                                      -13-
<PAGE>   17

         Section 5. SEAL. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

         Section 6. RIGHTS PLAN. The Board of Directors may authorize the
redemption of the Corporation's Common Stock Purchase Rights Plan by an
affirmative vote of at least 80% of the Board.

                                  ARTICLE SEVEN

                              AMENDMENTS OF BYLAWS

         Unless otherwise provided by law, these Bylaws may be altered, amended
or repealed or new Bylaws may be adopted by action of the Board of Directors.

                                  ARTICLE EIGHT

                                 INDEMNIFICATION

         The Corporation shall indemnify and hold harmless any director,
officer, employee, or agent of the Corporation and its subsidiaries against all
liability and expense to the fullest extent permitted by law currently in effect
or hereinafter enacted.




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