<PAGE>   1


                                                                    EXHIBIT 3.1




                          AMENDED AND RESTATED BYLAWS

                                       OF

                        SUMMIT BROKERAGE SERVICES, INC.

                            (A FLORIDA CORPORATION)


<PAGE>   2

<TABLE>
<CAPTION>

                                     INDEX

                                                                                       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.  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..................................................5
     Section 13. Fixing Record Date......................................................5
     Section 14. Inspectors and Judges...................................................5
     Section 15. Voting for Directors....................................................6
     Section 16. Shareholder Nominations of Director Candidates..........................6
     Section 17. Advance Notice of Shareholder-Proposed Business for Annual Meeting......7

ARTICLE THREE - DIRECTORS..................................... ..........................8
     Section 1.  Powers..................................................................8
     Section 2.  Number; Qualification...................................................8
     Section 3.  Election and Term.......................................................8
     Section 4.  Resignation; Vacancies; Removal.........................................8
     Section 5.  Place of Meetings.......................................................9
     Section 6.  Annual Meetings.........................................................9
     Section 7.  Regular Meetings........................................................9
     Section 8.  Special Meetings and Notice.............................................9
     Section 9.  Quorum and Required Vote................................................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

</TABLE>



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

ARTICLE FIVE - CERTIFICATES FOR SHARES..................................................13
     Section 1.  Issue of Certificates..................................................13
     Section 2.  Form and Content of Certificates.......................................14
     Section 3.  Facsimile Signatures...................................................14
     Section 4.  Lost Certificates......................................................14
     Section 5.  Transfer of Shares.....................................................14
     Section 6.  Registered Shareholders................................................14
     Section 7.  Redemption of Control Shares...........................................14
     Section 8.  Fractional Shares......................................................15
     Section 9.  Legends for Preferences and Restrictions on Transfer...................15

ARTICLE SIX- GENERAL PROVISIONS.........................................................15
     Section 1.  Dividends..............................................................15
     Section 2.  Reserves...............................................................16
     Section 3.  Checks.................................................................16
     Section 4.  Fiscal Year............................................................16
     Section 5.  Seal...................................................................16
     Section 6.  Gender.................................................................16

ARTICLE SEVEN - AMENDMENT OF BYLAWS.....................................................16

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

</TABLE>



                                     (ii)

<PAGE>   4

                        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




<PAGE>   5

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.

         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




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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.

         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




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<PAGE>   7

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 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.




                                      -4-
<PAGE>   8


         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 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.




                                      -5-
<PAGE>   9

         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 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,




                                      -6-
<PAGE>   10

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.

         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





                                      -7-
<PAGE>   11

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.

         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




                                      -8-
<PAGE>   12

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.

         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




                                      -9-
<PAGE>   13

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.

         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.




                                     -10-
<PAGE>   14

                                  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.

         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




                                     -11-
<PAGE>   15

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 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



                                     -12-
<PAGE>   16

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 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




                                     - 13 -
<PAGE>   17

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

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

         SECTION 7. REDEMPTION OF CONTROL SHARES. 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-




                                     - 14 -
<PAGE>   18

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, 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




                                     - 15 -
<PAGE>   19

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.

                                  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 July 21, 2000.


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








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