<PAGE>   1
                                   EXHIBIT 3.5

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         WINDMERE-DURABLE HOLDINGS, INC.

                             (A FLORIDA CORPORATION)


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                                      INDEX

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                                                                                                                PAGE
                                                                                                               NUMBER
<S>                                                                                                           <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.......................................................................2
         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..........................................................................5
         Section 10.    Voting of Shares..........................................................................5
         Section 11.    Proxies...................................................................................5
         Section 12.    Shareholder List..........................................................................6
         Section 13.    Action Without Meeting....................................................................6
         Section 14.    Fixing Record Date........................................................................6
         Section 15.    Inspectors and Judges.....................................................................7

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


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<TABLE>
<S>                                                                                                           <C>

ARTICLE FOUR - OFFICERS..........................................................................................11
         Section 1.     Positions................................................................................11
         Section 2.     Election of Specified Officers by Board..................................................11
         Section 3.     Election or Appointment of Other Officers................................................11
         Section 4.     Salaries.................................................................................11
         Section 5.     Term; Resignation........................................................................11
         Section 6.     President................................................................................12
         Section 7.     Vice Presidents..........................................................................12
         Section 8.     Secretary................................................................................12
         Section 9.     Treasurer................................................................................12

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

ARTICLE SIX - MISCELLANEOUS PROVISIONS...........................................................................14
         Section 1.     Dividends................................................................................14
         Section 2.     Reserves.................................................................................15
         Section 3.     Checks...................................................................................15
         Section 4.     Fiscal Year..............................................................................15
         Section 5.     Seal.....................................................................................15
         Section 6.     Rights Plan..............................................................................15

ARTICLE SEVEN - AMENDMENTS OF BYLAWS.............................................................................15



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                         WINDMERE-DURABLE HOLDINGS, INC.

                                     BYLAWS

                                   ARTICLE ONE

                                     OFFICES

         Section 1. REGISTERED OFFICE. The registered office of WINDMERE-DURABLE
HOLDINGS, INC., a Florida corporation (the "Corporation"), shall be located in
the City of Miami, State of Florida, unless otherwise designated by the Board of
Directors.

         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 of the Corporation (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
year at which the shareholders shall elect a 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 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 up
to 25 days (or such other reasonable period of time).



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         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, 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 (10) nor more than sixty
(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 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 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




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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, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th 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 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made. 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.

         (c) 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 a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and if he should so determine, he shall
so declare to the meeting and 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.

         (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



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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 10th 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 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. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by this Bylaw, 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. 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 these shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or by law, 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 (1/3) 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 (1)
vote for each outstanding share held by him on each matter voted at a
shareholders' meeting.




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         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 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 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
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 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 is coupled
with an interest.



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         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 (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.

         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 sixty
(60) days, and, in case of a meeting of shareholders, not less than ten (10)
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 13, 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 



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<PAGE>   10


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.








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<PAGE>   11

                                  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 be thirteen (13), which number may be
increased or decreased from time to time by resolution of the majority of the
Board of Directors, but shall not be less than seven (7) nor more than fifteen
(15). 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 Annual Meeting of
Shareholders at which the term of the class to which they have been elected
expires.

         Section 4. POWERS. Except as provided in the Articles of Incorporation
and by law, 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.




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<PAGE>   12

         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 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 two directors.
Written notice of special meetings of the Board of Directors shall be given to
each director at least forty-eight (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 telegram, teletype or other 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
he objects at the beginning of the meeting or promptly upon his arrival, to
holding the meeting or transacting specific business at the meeting, or he 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 



                                      -9-
<PAGE>   13

effect as a unanimous vote at a meeting. Action taken under this section is
effective when the last director signs the consent, unless the consent specifies
a different effective date. A consent signed under this Section 9 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 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 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.

         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 officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.






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<PAGE>   14

                                  ARTICLE FOUR

                                    OFFICERS

         Section 1. POSITIONS. The officers of the Corporation shall consist of
a President, a Secretary and a Treasurer, and, if elected by the Board of
Directors by resolution, a Chairman of the Board and/or one or more 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 President, a Secretary, a Treasurer and may elect one or more 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 President of the Corporation. The Board of Directors
shall be advised of appointments by the President at or before the next
scheduled Board of Directors meeting.

         Section 4. SALARIES. The salaries of all officers of the Corporation to
be elected by the Board of Directors pursuant to Article Four, Section 2 hereof
shall be fixed from time to time by the Board of Directors or 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 President of the Corporation
or pursuant to his 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 President of the
Corporation may be removed, with or without cause, by the Board of Directors.
Any officers or agents appointed by the President of the Corporation pursuant to
Section 3 of this Article Four may also be removed from such officer positions
by the 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 President
of the Corporation, by the President 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 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. PRESIDENT. The President 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. 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.




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<PAGE>   15

         Section 7. 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 shall prescribe or as the President may
from time to time delegate.

         Section 8. 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. 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 perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He 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 9. 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 President and the Board of Directors at its regular meetings or when the
Board of Directors so requires an account of all his transactions as treasurer
and of the financial condition of the Corporation unless otherwise specified by
the Board of Directors, the Treasurer shall be the Corporation's Chief Financial
Officer.

                                  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, President or a
Vice President, and by 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.
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 




                                      -12-
<PAGE>   16

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 President or a 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
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 



                                      -13-
<PAGE>   17

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 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 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 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.

         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.



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