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                                   Exhibit 3.1

                                     BYLAWS
                                       OF
                              JOHN Q. HAMMONS, INC.
                       AS AMENDED THROUGH AUGUST 28, 2001


1.   OFFICES

     1.1  Registered Office

          The initial registered office of the Corporation shall be in
Wilmington, Delaware, and the initial registered agent in charge thereof shall
be The Corporation Trust Company.

     1.2  Other Offices

          The Corporation may also have offices at such other places, both
within and without the State of Delaware, as the Board of Directors may from
time to time determine or as may be necessary or useful in connection with the
business of the Corporation.

2.   MEETINGS OF STOCKHOLDERS

     2.1  Place of Meetings

          All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board or
the President.

     2.2  Annual Meetings

          The Corporation shall hold annual meetings of stockholders on the
first Tuesday in May at 11 a.m. or at such other date and time as shall be
designated from time to time by the Board of Directors, the Chairman of the
Board or the President, at which stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

     2.3  Special Meetings

          Special meetings of the Board of Directors may be called by the
Chairman of the Board, or the Chief Executive Officer or the President of the
Corporation, on at least one day's notice to each director, either personally,
or by courier, telephone, facsimile, e-mail or mail. Special meetings may be
called in like manner and on like notice at the written request of two or more
of the directors comprising the Board of Directors. Notice of any meeting of the
Board of Directors for which a notice is required may be

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waived in writing signed by the person or persons entitled to such notice,
whether before or after the time of such meeting, and such waiver shall be
equivalent to the giving of such notice. Attendance of a director at any such
meeting shall constitute a waiver of notice thereof, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because such meeting is not lawfully convened. Neither the business to
be transacted at nor the purpose of any meeting of the Board of Directors for
which a notice is required need be specified in the notice or waiver of notice
of such meeting. The Chairman shall preside at all meetings of the Board of
Directors. In the absence or inability to act of the Chairman, then the Vice
Chairman (if one shall have been chosen by the Board of Directors), the Chief
Executive Officer, the President or the Chief Financial Officer (in that order)
shall preside, and in their absence or inability to act, another director
designated by one of them shall preside.

     2.4  Notice of Meetings

          Notice of any meeting of stockholders, stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given to each stockholder entitled to vote as such meeting not less
than 10 days nor more than 60 days before the date of the meeting, except to the
extent that such notice is waived or is not required as provided in the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law"). Such notice shall be given in accordance with and shall be deemed
effective as set forth in Section 222 (or any successor section) of the Delaware
General Corporation Law.

     2.5  Waivers of Notice

          Whenever the giving of any notice is required by statute, the Restated
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting
shall constitute a waiver of notice (a) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) of consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the stockholder objects to considering the matter
when the matter is first presented for consideration.

     2.6  Business at Annual Meeting

          At an annual meeting of the stockholders, 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 (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors (b) otherwise

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properly brought before the meeting by or the direction of the Board of
Directors or (c) otherwise properly brought before the meeting by a stockholder
in accordance with this Section 2.6.

          For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary. To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation no later than the date designated
for receipt of stockholder's proposals in a prior public disclosure made by the
Corporation. If there has been no such prior public disclosure, then to be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 120 days nor
more than 180 days prior to the annual meeting; provided, however, that in the
event that less than 130 days' notice of the date of the annual meeting is given
to stockholders or prior public disclosure of the date of the meeting is made,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) 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, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business and (e) the same information required by clauses,
(b), (c) and (d) above with respect to any other stockholder that, to the
knowledge of the stockholder proposing such business, supports such proposal.

          Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.6. If the Chairman of the Board or the President
determine that a matter of business was not properly brought before the meeting
in accordance with the provisions of this Section 2.6, the Chairman of the Board
or the President shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

     2.7  List of Stockholders

          After the record date for a meeting of stockholders has been fixed, at
least 10 days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours,

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for a period of at least 10 days prior to the meeting, either at a place in the
city where the meeting is to be held, which place is to be specified in the
notice of the meeting, or at the place where the meeting is to be held. Such
list also shall, for the duration of the meeting, be produced and kept open to
the examination of any stockholder who is present at the time and place of the
meeting. The stock ledger of the Corporation shall be the only evidence as to
the stockholders entitled to examine the list required by this Section 2.7 or to
vote in person or by proxy at any meeting of stockholders.

     2.8  Quorum of Meetings

          Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by the Delaware
General Corporation Law or by the Restated Certificate of Incorporation, the
holders of a majority of the stock issued and outstanding and entitled to vote
at the meeting, and who are present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business. Once a share is represented for any purpose at a meeting (other than
solely to object (a) to holding the meeting or transacting business at the
meeting or (b) to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice), 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 the
adjourned meeting. The holders of majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such meeting from time
to time. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
entitled to vote at the meeting.

     2.9  Voting and Proxies

          Unless otherwise provided by the Delaware General Corporation Law or
by the Restated Certificate of Incorporation, and subject to the other
provisions of these Bylaws, each holder of Class A Common Stock shall be
entitled to one vote, each holder of Class B Common Stock shall be entitled to
one vote, and all other stockholders shall be entitled to one vote on each
matter, in person or by proxy, for each share of the Corporation's capital stock
that has voting power and that is held by such stockholder. No proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed appointment of proxy shall be irrevocable
if the appointment form states that it is irrevocable and if, and only as long
as, it is coupled with an interest sufficient in law to support an irrevocable
power.

     2.10 Required Votes

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          If a quorum exists, action on a matter (other than the election of
directors) is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Delaware General Corporation Law or the
Restated Certificate of Incorporation requires a greater number of affirmative
votes (in which case such different requirement shall apply). Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election (provided a quorum exists), and the election of directors need not be
by written ballot. The Board of Directors, in its discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

     2.11 Inspectors of Election

          The director or the person presiding at the meeting shall appoint one
or more inspectors of election and any substitute inspectors to act at the
meeting or any adjournment thereof. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his or her ability. The inspectors 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 ballots, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, determine and retain for a reasonable period a record of the disposition
of any challenges made to any determination by the inspectors, certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. The inspectors may appoint and retain
other persons or entities to assist the inspectors in the performance of the
duties of the inspectors. On request of the person presiding at the meeting, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.

3.   DIRECTORS

     3.1  Powers

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Restated Certificate of Incorporation, these Bylaws
or agreements among stockholders which are otherwise lawful.

     3.2  Number and Election

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     The number of directors which shall constitute the whole board shall not be
fewer than three nor more than ten. Within the limits above specified, the
number of directors shall be determined by resolution of the Board of Directors.
Directors shall be elected only by stockholders at annual meetings of
stockholders, other than the initial Board of Directors and except as provided
in Section 3.3 hereof in the case of vacancies and newly created directorships.
Each director elected shall hold office for the term for which such director is
elected and until such director's successor is elected and qualified or until
such director's earlier resignation or removal.

     3.3  Vacancies

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors shall be filled, for the unexpired term, by
the concurring vote of a majority of the directors then in office, whether or
not a quorum, and any director so chosen shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's earlier death, resignation
or removal.

     3.4  Classes; Terms of Office

     Unless otherwise provided in the Restated Certificate of Incorporation, the
Board of Directors shall divide the directors into three classes; and, when the
number of directors is changed, shall determine the class or classes to which
the increased or decreased number of directors shall be apportioned; provided,
however, that no decrease in the number of directors shall affect the term of
any director then in office. At each annual meeting of stockholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office expiring at the annual meeting of stockholders held in the third year
following their election and until their respective successors are elected and
qualified, or until such director's earlier death, resignation or removal.

     3.5  Nomination of Directors

     Nominations of persons for election to the Board of Directors may be made
by the Board of Directors, or by any stockholder of the Corporation entitled to
vote for the election of directors at the annual meeting who complies with the
notice procedures set forth in this Section 3.5. Nominations by stockholders
shall be made pursuant to timely notice in writing to the Secretary. To be
timely, a stockholder's notice shall be received at the principal executive
offices of the Corporation no later than the date designated for receipt of
stockholders' proposals in a prior public disclosure made by the Corporation. If
there has been no such prior public disclosure, then to be timely, a
stockholder's nomination must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 120 days nor more
than 180 days prior to the annual

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meeting; provided, however, that in the event that less than 130 days' notice of
the date of the meeting is given to stockholders or prior public disclosure of
the date of the meeting is made, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving notice (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such nomination, and (ii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.5. The President shall, if facts warrant, determine and declare to the
annual meeting that a nomination was not made in accordance with the provisions
of this Section 3.5, and if the President should so determine, the President
shall so declare to the meeting and the defective nomination shall be
disregarded.

     3.6  Meetings

          (a)  Regular Meetings

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

          (b)  Special Meetings

     Special meetings of the Board of Directors may be called by any member of
the Board or the President on one day's notice to each director, either
personally or by telephone, express delivery service (so that the scheduled
delivery date of the notice is at least one day in advance of the meeting),
telegram or facsimile transmission, and on five days' notice by mail (effective
upon deposit of such notice in the mail). The notice need not describe the
purpose of a special meeting.

          (c)  Telephone Meetings

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         Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all participating directors can simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.

              (d)   Action Without Meeting

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing, and the writing or writings are delivered
to the Corporation for inclusion in the Minute Book of the Corporation.

              (e)   Waiver of Notice of Meeting; Presumption of Assent

         A director may waive any notice required by statute, the Restated
Certificate of Incorporation or these Bylaws before or after the date and time
stated in the notice. Except as set forth below, the waiver must be in writing,
signed by the director entitled to the notice, and delivered to the Corporation
for inclusion in the Minute Book of the Corporation. Notwithstanding the
foregoing, a director's attendance at or participation in a meeting waives any
required notice to the director of the meeting unless the director at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting. A director who is present at a meeting is presumed to have assented to
any action taken unless such director enters a dissent or abstention in the
minutes of the meeting or files a written dissent to such action no later than
five days after such director receives a copy of the minutes of the meeting,
provided that the right to dissent shall not apply to a director who votes in
favor of such action.

              (f)   Quorum and Vote at Meetings

         At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 hereof (or, if no number is prescribed, the number in
office immediately before the meeting begins). The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Restated Certificate of Incorporation or by these Bylaws. In
the absence of a quorum for any meeting of the Board of Directors, a majority of
the directors present thereat may adjourn such meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

         3.7  Compensation of Directors

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      The Board of Directors shall have the authority to fix the compensation
of directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

4.    COMMITTEES

      4.1    Creation of Committees

      The Board of Directors may by resolution create one or more committees
and appoint members of the Board of Directors to serve on them. The Board of
Directors shall create (a) an Audit Committee for the purpose of examining and
considering matters relating to the financial affairs of the Corporation, and
(b) a Compensation Committee for the purpose of establishing and implementing an
executive compensation policy and administering and granting stock options. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors, provided that each Audit Committee shall consist entirely of
directors who are not employees of the Corporation and, in addition, satisfy
such other standards of independence as may be established by the
self-regulatory organization with whom the Corporation has listed its
securities. The creation of a committee and appointment of members to it shall
be approved by a majority of all the directors in office when the action is
taken, whether or not a quorum. The same rules that govern Meetings, action
without Meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors apply to committees and their members as
well.

      4.2    Committee Authority

      To the extent specified by the Board of Directors or in the Restated
Certificate of Incorporation, each committee may exercise the authority of the
Board of Directors, except that a committee may not: (i) approve or recommend to
stockholders action that is required by law to be approved by stockholders; (ii)
fill vacancies on the Board of Directors or on any of its committees; (iii)
amend the Restated Certificate of Incorporation; (iv) adopt, amend or repeal
these Bylaws; (v) approve of a plan of merger not requiring stockholder
approval; (vi) authorize or approve a distribution, except according to a
general formula or method prescribed by the Board of Directors; or (vii)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series of shares, except that the Board of Directors may authorize a
committee, or a senior executive officer of the Corporation, to do so within
limits specifically prescribed by the Board of Directors.

5.    OFFICERS

      5.1    Positions
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         The officers of the Corporation shall be a Chairman of the Board, a
President, a Secretary and a Treasurer, and such other officers as the Board of
Directors (or an officer authorized by the Board of Directors) from time to time
may appoint, including one or more Executive Vice Presidents, Vice Presidents,
Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise
such powers and perform such duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. In the absence of action by the
Board of Directors, the officers shall have such powers and duties as generally
pertain to their respective officers. Any number of offices may be held by the
same person, except that in no event shall the Chairman of the Board, the
President and the Secretary be the same person.

         5.2    Powers

         (a)    In the absence of action by the Board of Directors, each officer
shall have such duties and powers as are commonly incident to such officer's
office and such additional duties and powers as the Board of Directors may from
time to time authorize.

         (b)    Powers of attorney, proxies, waivers of notice of meetings,
consents and other instruments relating to securities or partnership interests
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by any executive officer of the Corporation and any such officer
may, in the name of and on behalf of the Corporation, take all such action as
any such officer may deem advisable to vote in person or by proxy at any meeting
of security holders of any corporation in which the Corporation may own
securities, or at any meeting of any partnership in which the Corporation owns
an interest, and at any such meeting shall possess and may exercise any and all
rights and powers incident to the ownership of such securities or partnership
interest and which, as the owner thereof, the Corporation might have possessed
and exercised, if present.

         5.3    Term of Office

         The officers of the Corporation shall hold office until their
successors are chosen and qualified or until their death, earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors.

         5.4    Fidelity Bonds

         The Corporation may secure the fidelity of any or all of its officers
or agents by bond or otherwise.

6.       CAPITAL STOCK

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         6.1   Certificates of Stock; Uncertificated Shares

         The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's 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
(representing the number of shares registered in certificate form) signed in the
name of the Corporation by the Chairman of the Board or the President, and by
the Secretary or any Assistant Secretary. Any or all signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
whose signature or facsimile signature appears on a 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 such
person were such officer, transfer agent or registrar at the date of issue.

         6.2   Lost Certificates

         Any executive officer may direct a new certificate of stock to be
issued in place of any certificate theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming that the certificate of stock has been lost,
stolen or destroyed. When authorizing such issuance of a new certificate, any
such officer may, as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or such
owner's legal representative, to advertise the same in such manner as such
officer shall require and/or to give the Corporation a bond, in such sum as such
officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.

         6.3   Record Date

               (a)   Actions by Stockholders

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders (or to take any other
action), the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and shall not be less than 10 nor more than 60 days
before the meeting or action requiring a determination of stockholders.

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         In order that the Corporation may determine the stockholders entitled
to consent to corporate action without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and shall
not be more than 10 days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date.

         If no record date is fixed by the Board of Directors, the record date
shall be at the close of business on the day next preceding the day on which
notice is given, or if notice is not required or is waived, at the close of
business on the day next preceding the day on which the meeting is held or such
other action is taken, except that (if no record date is established by the
Board of Directors) the record date for determining stockholders entitled to
consent to corporate action without a meeting is the first date on which a
stockholder delivers a signed written consent to the Corporation for inclusion
in the Minute Book of the Corporation.

              (b)   Payments

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

              (c)   Stockholders of Record

         The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation 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 may be provided by the Delaware General Corporation Law.

7.       INSURANCE
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       The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
(or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against liability
asserted against or incurred by such person in such capacity or arising from
such person's status as such (whether or not the Corporation would have the
power to indemnify such person against the same liability).

8.     GENERAL PROVISIONS

       8.1    Inspection of Books and Records

       Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorized the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of business.

       8.2    Dividends

       The Board of Directors may declare dividends upon the capital stock of
the Corporation, subject to the provisions of the Delaware General Corporation
Law and the Restated Certificate of Incorporation.

       8.3    Reserves

       The Board of Directors may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

       8.4    Execution of Instruments

       All checks, drafts or other orders for the payment of money, and
promissory 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.

       8.5    Fiscal Year

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      The fiscal year of the Corporation shall end on the Friday nearest
December 31st.

      8.6   Seal

      The corporate seal shall be in such form as the Board of Directors
shall approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

9.    AMENDMENTS TO BYLAWS

      The stockholders of the Corporation may from time to time amend these
Bylaws by an affirmative vote of a majority of the total number of votes of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class. The
Board of Directors may from time to time amend these Bylaws so long as such
amendment (i) does not amend or repeal any provision previously amended by the
stockholders of the Corporation or (ii) is not inconsistent with the
Corporation's Restated Certificate of Incorporation.

                                    * * * * *

      The foregoing Bylaws were adopted by the Board of Directors on November
16, 1994, and amended on August 28, 2001.

                                       /s/ Jacqueline A. Dowdy
                                       --------------------------------
                                       Secretary

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