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                                                                     EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                         SUMMIT BROKERAGE SERVICES, INC.

                             (A FLORIDA CORPORATION)


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                                      INDEX

                                                                          PAGE
                                                                          NUMBER

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..........................................2
     Section 5. Notice and Waiver of Notice..................................2
     Section 6. Business and Nominations for Annual and
                Special Meetings.............................................2
     Section 7. Quorum.......................................................3
     Section 8. Voting Rights Per Share......................................3
     Section 9. Voting of Shares.............................................3
     Section 10. Proxies.....................................................4
     Section 11. Shareholder List............................................4
     Section 12. Action Without Meeting......................................4
     Section 13. Fixing Record Date..........................................5
     Section 14. Inspectors and Judges.......................................5
     Section 15. Voting for Directors........................................5
     Section 16. Shareholder Nominations of Director Candidates..............5
     Section 17. Advance Notice of Shareholder-Proposed
                 Business for Annual Meeting.................................7

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

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

                                      (i)
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     Section 4. Compensation................................................11
     Section 5. Term; Resignation; Removal; Vacancies.......................11
     Section 6. Chief Executive Officer.....................................11
     Section 7. Chairman of the Board.......................................11
     Section 8. President...................................................12
     Section 9. Vice Presidents.............................................12
     Section 10. Secretary..................................................12
     Section 11. Chief Financial Officer....................................12
     Section 12. Treasurer..................................................12
     Section 13. Other Officers; Employees and Agents.......................12

ARTICLE FIVE - CERTIFICATES FOR SHARES......................................13
     Section 1. Issue of Certificates.......................................13
     Section 2. Form and Content of Certificates............................13
     Section 3. Facsimile Signatures........................................13
     Section 4. Lost Certificates...........................................13
     Section 5. Transfer of Shares..........................................13
     Section 6. Registered/Record Shareholders..............................14
     Section 7. Redemption of Control Shares................................14
     Section 8. Fractional Shares...........................................14
     Section 9. Legends for Preferences and Restrictions on Transfer........14

ARTICLE SIX - GENERAL PROVISIONS............................................15
     Section 1. Dividends...................................................15
     Section 2. Reserves....................................................15
     Section 3. Checks......................................................15
     Section 4. Fiscal Year.................................................15
     Section 5. Seal........................................................15
     Section 6. Gender......................................................15

ARTICLE SEVEN - AMENDMENT OF BYLAWS.........................................15

CERTIFICATION...............................................................16

                                      (ii)


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                         SUMMIT BROKERAGE SERVICES, INC.
                           AMENDED AND RESTATED BYLAWS


                                   ARTICLE ONE

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of SUMMIT BROKERAGE
SERVICES, IN., a Florida corporation (the "Corporation"), shall be located at 25
Fifth Avenue, Indialantic, Florida 32903, unless otherwise determined by the
Board of Directors of the Corporation (the "Board of Directors") in accordance
with applicable law.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without 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 without 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 without 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
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
Florida, such meeting shall be held on the next succeeding business day. The
failure to hold the annual meeting at the time stated in or fixed in accordance
with the Corporation's Bylaws or pursuant to applicable law does not effect the
validity or any corporate action and shall not work a forfeiture of or
dissolution of the Corporation.

         SECTION 3. CALL OF SPECIAL MEETINGS. Except as otherwise required by
law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the holders of not less than 33% of all the votes entitled to be cast
on any issue proposed to be considered at the proposed special meeting sign,
date and deliver to the Corporation's Secretary one or more written demands for
the meeting describing the purpose or purposes for which it is to be held; (ii)
the meeting is called by the Board pursuant to a resolution approved by a
majority of the entire Board; or (iii) the meeting is called by the Chairman of
the Board of Directors. Only business within the purpose or purposes described
in the special meeting notice required by Section 607.0705 of the Florida
Business Corporation Act may be conducted at a special shareholders' meeting.

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         The affirmative vote of at least a majority of the Board of Directors
or the holders of at least 66-2/3% of the voting power of the Corporation's
voting stock is required to alter, amend or repeal, or adopt any provision
inconsistent with, the provisions described in this Section.

         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 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, date and time 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 (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the Board, 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 thirty (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 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 constitute an effective waiver 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 or
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. BUSINESS AND NOMINATIONS FOR ANNUAL AND SPECIAL MEETINGS.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in these
Bylaws. Only such persons who are nominated for election as directors of the
Corporation in accordance with the requirements and procedures set forth in
these Bylaws, and, as applicable, the proxy rules promulgated under the
Securities Exchange Act of 1934, as amended, shall be eligible for election as
directors of the Corporation.

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         The affirmative vote of at least a majority of the Board of Directors
or the holders of at least 66-2/3% of the voting power of the Corporation's
voting stock is required to alter, amend or repeal, or adopt any provision
inconsistent with, the provisions described in this Section.

         SECTION 7. 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 applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. 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 8. VOTING RIGHTS PER SHARE. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by or pursuant to the Articles of
Incorporation or the Florida Business Corporation Act.

         SECTION 9. 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 another 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 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 him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name or the name of his
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 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, his 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

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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 10. 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
him by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram 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 (the "Secretary") 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 authority under the appointment.
An appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.

         SECTION 11. 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 (10) 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 meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or his 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 his 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 agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
The shareholders' list is prima facie evidence of the identity of shareholders
entitled to examine the shareholders' list or to vote at a meeting of
shareholders.


         SECTION 12. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting without
notice and without a vote, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the
number of votes that would have been necessary to authorize such action at a
meeting at which all shares entitled to vote were present and voted. Such
written consent shall not be valid unless it is (a) signed by the shareholder,
(b) dated, as to the date of such shareholder's signature, and (c) delivered to
the Corporation personally or by certified or registered mail, return receipt
requested, to the Corporation's principal place of business, principal office in
the State of Florida or officer or agent who has custody of the book in which
the minutes of meetings of shareholders are recorded, within sixty (60) days
after the earliest

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date that a shareholder signed the written consent. Prompt notice of the taking
of any such action shall be given to any such shareholder entitled to vote who
has not so consented in writing.

         SECTION 13. 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 sixty
(60) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first 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, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

         SECTION 14. 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
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 him or them, and execute a certificate of any
fact found by him or them.

         SECTION 15. VOTING FOR DIRECTORS. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

         SECTION 16. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board at an annual or special meeting of shareholders may be
made by or at the direction of the Board by any nominating committee or person
appointed by the Board or by any shareholder of the Corporation entitled to vote
for the election of directors at such meeting who complies with the procedures
set forth in this Section 16; provided, however, that nominations of persons for
election to the Board at a special meeting may be made only if the election of
directors is one of

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the purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act. Nominations of persons for
election at a special meeting, other than nominations made by or at the
direction of the Board, shall be made pursuant to notice in writing delivered to
or mailed and received at the principal executive offices of the Corporation not
later than the close of business on the fifth (5th) day following the date on
which notice of such meeting is given to shareholders or made public, whichever
first occurs. Nominations of persons for election at an annual meeting, other
than nominations made by or at the direction of the Board, shall be made
pursuant to timely notice 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 one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth the following information: (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director at the annual
meeting, (i) the name, age, business address and residence address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice of nominees for election at the annual
meeting, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee for
election at an annual or special meeting of shareholders 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.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the requirements of this
Section 16, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

         Nothing in the foregoing provision shall obligate the Corporation or
the Board of Directors to include in any proxy statement or other shareholder
communication distributed on behalf of the Corporation or the Board of Directors
information with respect to any nominee for directors submitted by a
shareholder.

         The affirmative vote of at least a majority of the Board of Directors
or the holders of at least 66-2/3% of the voting power of the Corporation's
voting stock is required to alter, amend or repeal, or adopt any provision
inconsistent with, the provisions described in this Section.

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         SECTION 17. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL
MEETING. At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (b) otherwise properly brought before the meeting by or at the
direction of the Board, or (c) otherwise properly brought before the meeting by
a shareholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder, 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 one hundred twenty (120) days nor more than one hundred eighty (180) days
prior to the first anniversary of the date of the Corporation's notice of annual
meeting provided with respect to the previous year's annual meeting; provided,
however, that if no annual meeting was held in the previous year or the date of
the annual meeting has been changed to be more than thirty (30) calendar days
earlier than the date contemplated by the previous year's notice of annual
meeting, such notice by the shareholder to be timely must be so delivered or
received not later than the close of business on the fifth (5th) day following
the date on which notice of the date of the annual meeting is given to
shareholders or made public, whichever first occurs. Such shareholder's notice
to the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such business.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the requirements of this Section 17, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

         Nothing in the foregoing provision shall obligate the Corporation or
the Board of Directors to include in any proxy statement or other shareholder
communication distributed on behalf of the Corporation or the Board of Directors
information with respect to any nominee for directors submitted by a
shareholder.

         The affirmative vote of at least a majority of the Board of Directors
or the holders of at least 66-2/3% of the voting power of the Corporation's
voting stock is required to alter, amend or repeal, or adopt any provision
inconsistent with, the provisions described in this Section.


                                  ARTICLE THREE

                                    DIRECTORS

         SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

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         SECTION 2. NUMBER; QUALIFICATION. The number of directors of the
Corporation shall be fixed from time to time by resolution of the Board of
Directors, which number shall not be less than one (1); provided, however, that
no director's term may be shortened by reason of a resolution reducing the
number of directors. Directors must be natural persons who are 18 years of age
or older but need not be residents of the State of Florida, or shareholders or
employees of the Corporation.

         SECTION 3. ELECTION AND TERM. At the first annual meeting of
shareholders and at each annual meeting thereafter, the shareholders shall elect
the directors to hold office until the next succeeding annual meeting. Unless
the terms of directors are staggered, each director shall hold office for the
term for which he is elected, but despite the expiration of a director's term,
he shall continue to serve until his successor shall have been elected and
qualified, or until his earlier resignation, removal from office, or death, or,
until there is a decrease in the number of directors.

         SECTION 4. RESIGNATION; VACANCIES; REMOVAL. A director may resign at
any time by giving written notice to the Board of Directors or the Chairman of
the Board. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. In the event the notice of resignation specifies a later effective
date, the Board of Directors may fill the pending vacancy (subject to the
provisions of the Corporation's Articles of Incorporation) before the effective
date if they provide that the successor does not take office until the effective
date. Any vacancy occurring on the Board of Directors, including that created by
reason of an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum of the Board, or by the shareholders, unless the Articles of
Incorporation provide otherwise. A director elected to fill a vacancy shall hold
office only until the next election of directors by the shareholders. At a
meeting of shareholders called pursuant to a notice stating that the purpose, or
one of the purposes, is removal of one (1) or more directors, such director(s)
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors. If a director is
elected by a voting group of shareholders, only the shareholders of that voting
group may participate in the vote to remove him. A director may be removed only
if the number of votes cast to remove him exceeds the number of votes cast not
to remove him. A director may be removed by the shareholders at a meeting of
shareholders, provided the notice of the meeting states that the purpose, or one
of the purposes, of the meeting is removal of the director.

         SECTION 5. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.

         SECTION 6. ANNUAL MEETINGS. Unless scheduled for another time by the
Board of Directors, 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.

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<PAGE>   12

         SECTION 8. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the President or Chairman of the Board and shall
be called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law, 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 to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally sufficient means. 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
telegram, teletype or other form of electronic communication. Whenever any
notice is required to be given to any director, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before, during
or after the meeting, shall constitute an effective waiver of such notice.
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 AND REQUIRED VOTE. A majority of the prescribed
number of directors determined as provided in the Articles of Incorporation
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. 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. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

         SECTION 10. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or 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 10 is effective
when the 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. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
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.

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<PAGE>   13

         SECTION 12. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the whole 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 may be filled only 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 him 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. Directors may receive such other
compensation as may be approved by the Board of Directors.


                                  ARTICLE FOUR

                                    OFFICERS

         SECTION 1. POSITIONS. The officers of the Corporation shall consist of
a Chairman of the Board, a Chief Executive Officer and/or a President, one or
more Vice Presidents (any one or more of whom may be given the additional
designation of rank of Executive Vice President or Senior Vice President), a
Secretary, a Chief Financial Officer and a Treasurer. Any two or more offices
may be held by the same person. Officers other than the Chairman of the Board
need not be members of the Board of Directors. The Chairman of the Board must be
a member of the Board of Directors.

         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 Chairman of the Board, a Chief Executive Officer and/or a President, one
or more Vice Presidents (including any Senior or Executive Vice Presidents), a
Secretary, a Chief Financial Officer and a Treasurer.

         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 Chairman of the Board. The Board of Directors shall be
advised of appointments by the Chairman of the Board at or before the next
scheduled Board of Directors meeting.

                                       10
<PAGE>   14

         SECTION 4. COMPENSATION. The salaries, bonuses and other compensation
of the Chairman of the Board and all officers of the Corporation to be elected
by the Board of Directors pursuant to Section 2 of this Article Four shall be
fixed from time to time by the Board of Directors or pursuant to its direction.
The salaries of all other elected or appointed officers of the Corporation shall
be fixed from time to time by the Chairman of the Board or pursuant to his
direction.

         SECTION 5. TERM; RESIGNATION; REMOVAL; VACANCIES. 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
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
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 Chairman of the Board,
by the Chairman of the Board or the Board of Directors. Any officer of the
Corporation may resign from his respective office or position by delivering
notice to the Corporation. Such resignation shall be 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 such effective
date.

         SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer,
subject to the directions of and limitations imposed by the Board of Directors,
shall be responsible for the interpretation and executive implementation of the
corporate policies set by the Board of Directors, and shall perform all the
duties and have and exercise all the rights and powers usually pertaining and
attributable, by law, custom or otherwise, to the Chief Executive Officer. If
the Chief Executive Officer is the President of the Corporation, he shall
coordinate and supervise the activities of all officers of the Corporation
except the Chairman of the Board of Directors. If the Chairman of the Board of
Directors is the Chief Executive Officer, he shall be responsible for
coordinating and supervising the activities of all other officers of the
Corporation and he may delegate to the President all or some of the duties of
such coordination and supervision. Among other responsibilities, the Chief
Executive Officer shall have the power, subject to the superior power and
authority of the Board of Directors or the Chairman of the Board, to employ and
terminate the employment of all such subordinate officers, agents, clerks, and
other employees not herein provided to be selected by the Board of Directors or
the Chairman of the Board, and he shall have the authority to fix and change,
from time to time, the compensation of all other officers, agents, clerks, and
other employees whose compensation has not been fixed by the Board of Directors
or the Chairman of the Board.

         SECTION 7. CHAIRMAN OF THE BOARD. Subject to the control of the Board
of Directors, the Chairman of the Board shall have general and active management
of the business of the Corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The Chairman of the Board
shall preside at all meetings of the shareholders and the

                                       11
<PAGE>   15

Board of Directors. The Chairman of the Board shall also serve as the chairman
of any executive committee.

         SECTION 8. PRESIDENT. 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 President shall preside at meetings of the shareholders and the Board
of Directors. The President shall have such powers and perform such duties as
may be prescribed by the Board of Directors or the Chairman of the Board, by law
or by custom. The President shall also serve as the vice-chairman of any
executive committee.

         SECTION 9. VICE PRESIDENTS. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or Chairman of the Board shall prescribe
or as the President may from time to time delegate. Executive Vice Presidents
shall be senior to Senior Vice Presidents, and Senior Vice Presidents shall be
senior to all other Vice Presidents.

         SECTION 10. SECRETARY. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors 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. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors and 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. He shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.

         SECTION 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board or the President.

         SECTION 12. TREASURER. The Treasurer 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. He 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 Chairman of the Board and the Board of Directors at its regular
meetings or when the Board of Directors so requires an account of all his
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.

         SECTION 13. OTHER OFFICERS; EMPLOYEES AND AGENTS. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the

                                       12
<PAGE>   16

Board of Directors, the officer so appointing him or such officer or officers
who may from time to time be designated by the Board of Directors to exercise
such supervisory authority.


                                  ARTICLE FIVE

                             CERTIFICATES FOR SHARES

         SECTION 1. ISSUE OF CERTIFICATES. The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.

         SECTION 2. FORM AND CONTENT OF CERTIFICATES. Shares may but need not be
represented by certificates. Unless otherwise provided by applicable law, the
rights and obligations of shareholders are identical whether or not their shares
are represented by certificates. At a minimum, each share certificate must state
on its face: (a) the name of the issuing Corporation and that the Corporation is
organized under the laws of this State; (b) the name of the person to whom
issued; and (c) the number and class of shares and the designation of the
series, if any, the certificate represents.

         SECTION 3. FACSIMILE SIGNATURES. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

         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 Corporation 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 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

                                       13
<PAGE>   17

to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         SECTION 6. REGISTERED/RECORD SHAREHOLDERS. The Corporation shall be
entitled to recognize the exclusive rights of a person registered on its books
as the record owner of shares to receive dividends, and to vote as such owner,
and, except as provided in this Section 6, 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. Beneficial
owners of shares held in "street name" by brokerage firms, financial
institutions or central depositories shall be deemed by the Corporation, for
all purposes, as the record owners of such shares.

         SECTION 7. REDEMPTION OF CONTROL SHARES. 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, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
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, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.

         SECTION 8. FRACTIONAL SHARES. No fractional shares shall be issued by
the Corporation. In lieu of fractional shares, the Corporation shall at the
discretion of the Board of Directors, either (a) round fractional shares up or
down to the nearest whole number, it being understood that one-half of a share
(i.e., .5000) shall be rounded up and any fractional share less than one-half
(i.e., less than .5000) shall be rounded down; or (b) pay in money the fair
value of fractions of a share and the good faith judgment of the Board of
Directors as to the fair value shall be conclusive.

         SECTION 9. 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.
Every 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,

                                       14
<PAGE>   18

         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."


                                   ARTICLE SIX

                               GENERAL 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, stock (including its own shares) or otherwise 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 may from time to time designate.

         SECTION 4. FISCAL YEAR. Effective as of January 1, 2000, the fiscal
year of the Corporation shall end on December 31 of each year, unless otherwise
fixed by resolution of the Board of Directors.

         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. GENDER. All words used in these Bylaws in the masculine
gender shall extend to and shall include the feminine and neuter genders.

                                  ARTICLE SEVEN

                               AMENDMENT OF BYLAWS

         These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting;
provided, however, that, notwithstanding the foregoing, the affirmative vote of
at least a majority of the directors or the holders of at least 66 2/3% of the
voting power of the Company's voting stock is required to alter, amend or
repeal, or adopt any provision inconsistent with, the Bylaw provisions described
in Article Two, Sections 3, 6, 16 and 17.


                                       15
<PAGE>   19

                                  CERTIFICATION

         I HEREBY CERTIFY that the foregoing Amended and Restated Bylaws of
SUMMIT BROKERAGE SERVICES, INC. are the Bylaws duly adopted by the Board of
Directors of the Corporation by unanimous written action dated August 9, 2001.



                                          /s/ Mark F. Caulfield
                                             ----------------------------
                                              Mark F. Caulfield, Secretary




                                       16