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                                                                   EXHIBIT 3(II)

                                     BYLAWS

                                       OF

                        INTELLIGENT SYSTEMS CORPORATION

                              As of March 11, 1997

                            (unless otherwise noted)



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                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                       <C>                                                <C>
ARTICLE ONE OFFICE..........................................................  1
1.1                       Registered Office and Agent.......................  1
1.2                       Principal Office..................................  1
1.3                       Other Offices.....................................  1

ARTICLE TWO SHAREHOLDERS' MEETINGS..........................................  1
2.1                       Place of Meetings.................................  1
2.2                       Annual Meetings...................................  2
2.3                       Special Meetings..................................  2
2.4                       Notice of Meetings................................  2
2.5                       Waiver of Notice..................................  2
2.6                       Voting Group; Quorum; Vote Required to Act........  3
2.7                       Voting of Shares..................................  3
2.8                       Proxies...........................................  3
2.9                       Presiding Officer.................................  4
2.10                      Adjournments......................................  4
2.11                      Conduct of the Meeting............................  4
2.12                      Action of Shareholders Without a Meeting..........  5
2.13                      Matters Considered at Annual Meetings.............  5

ARTICLE THREE BOARD OF DIRECTORS............................................  5
3.1                       General Powers....................................  5
3.2                       Number, Election and Term of Office...............  6
3.3                       Removal of Directors..............................  6
3.4                       Vacancies.........................................  6
3.5                       Compensation......................................  6
3.6                       Committees of the Board of Directors..............  7
3.7                       Qualification of Directors........................  7
3.8                       Certain Nomination Requirements...................  7

ARTICLE FOUR MEETINGS OF THE BOARD OF DIRECTORS.............................  8
4.1                       Regular Meetings..................................  8
4.2                       Special Meetings..................................  8
4.3                       Place of Meetings.................................  8
4.4                       Notice of Meetings................................  8
4.5                       Quorum............................................  8
4.6                       Vote Required for Action..........................  8
4.7                       Participation by Conference Telephone.............  9
4.8                       Action by Directors Without a Meeting.............  9
4.9                       Adjournments......................................  9
4.10                      Waiver of Notice..................................  9

ARTICLE FIVE OFFICERS.......................................................  9
5.1                       Offices...........................................  9
5.2                       Term.............................................. 10

</TABLE>


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<TABLE>
<S>                       <C>                                                <C>
5.3                       Compensation.....................................  10
5.4                       Removal..........................................  10
5.5                       Chairman of the Board............................  10
5.6                       Chief Executive Officer..........................  10
5.7                       President........................................  11
5.8                       Vice Presidents..................................  11
5.9                       Secretary........................................  11
5.10                      Treasurer........................................  11

ARTICLE SIX DISTRIBUTIONS AND DIVIDENDS....................................  12

ARTICLE SEVEN SHARES.......................................................  12
7.1                       Share Certificates...............................  12
7.2                       Rights of Corporation with Respect
                          to Registered Owners.............................  12
7.3                       Transfers of Shares..............................  13
7.4                       Duty of Corporation to Register Transfer.........  13
7.5                       Lost, Stolen, or Destroyed Certificates..........  13
7.6                       Fixing of Record Date............................  13
7.7                       Record Date if None Fixed........................  14

ARTICLE EIGHT INDEMNIFICATION..............................................  14
8.1                       Indemnification of Directors.....................  14
8.2                       Indemnification of Others........................  14
8.3                       Other Organizations..............................  14
8.4                       Advances ........................................  15
8.5                       Non-Exclusivity..................................  15
8.6                       Insurance........................................  15
8.7                       Notice...........................................  16
8.8                       Security.........................................  16
8.9                       Amendment........................................  16
8.10                      Agreements.......................................  16
8.11                      Continuing Benefits..............................  17
8.12                      Successors.......................................  17
8.13                      Severability.....................................  17
8.14                      Additional Indemnification.......................  17

ARTICLE NINE MISCELLANEOUS.................................................  17
9.1                       Inspection of Books and Records..................  17
9.2                       Fiscal Year......................................  18
9.3                       Corporate Seal...................................  18
9.4                       Annual Statements................................  18
9.5                       Notice...........................................   8

ARTICLE TEN AMENDMENTS.....................................................  19
</TABLE>


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                                     BYLAWS
                                       OF
                        INTELLIGENT SYSTEMS CORPORATION


References in these Bylaws to "Articles of Incorporation" are to the Articles
of Incorporation of Intelligent Systems Corporation, a Georgia corporation (the
"Corporation"), as amended and restated from time to time.

All of these Bylaws are subject to contrary provisions, if any, of the Articles
of Incorporation (including provisions designating the preferences,
limitations, and relative rights of any class or series of shares), the Georgia
Business Corporation Code (the "Code"), and other applicable law, as in effect
on and after the effective date of these Bylaws. References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.


                                  ARTICLE ONE
                                     OFFICE

1.1 REGISTERED OFFICE AND AGENT. The Corporation shall maintain a registered
office and shall have a registered agent whose business office is the same as
the registered office.

1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be at the
place designated in the Corporation's annual registration with the Georgia
Secretary of State.

1.3 OTHER OFFICES. In addition to its registered office and principal office,
the Corporation may have offices at other locations either in or outside the
State of Georgia.


                                  ARTICLE TWO
                             SHAREHOLDERS' MEETINGS

2.1 PLACE OF MEETINGS. Meetings of the Corporation's shareholders may be held
at any location inside or outside the State of Georgia designated by the Board
of Directors or any other person or persons who properly call the meeting, or
if the Board of Directors or such other person or persons do not specify a
location, at the Corporation's principal office.

<PAGE>   5


2.2 ANNUAL MEETINGS. The Corporation shall hold an annual meeting of
shareholders, at a time determined by the Board of Directors, to elect
directors and to transact any business that properly may come before the
meeting. The annual meeting may be combined with any other meeting of
shareholders, whether annual or special.

2.3  SPECIAL MEETINGS. Special meetings of the shareholders of one or more
classes of the series of the Corporation's shares may be called at any time by
the Board of Directors, the Chairman of the Board, the President, or the Chief
Executive Officer, and shall be called by the Corporation upon the written
request (in compliance with applicable requirements of the Code) of the holders
of shares representing fifty percent (50%) or more of the votes entitled to be
cast on each issue proposed to be considered at the special meeting. The
business that may be transacted at any special meeting of the shareholders
shall be limited to that proposed in the notice of the special meeting given in
accordance with Section 2.4 (including related or incidental matters that may
be necessary or appropriate to effectuate the proposed business). Special
meetings of shareholders that are called by the shareholders in accordance with
the above requirements will be held at least fifty (50) days after receipt by
the Corporation's Secretary of the notice meeting such requirements.

2.4 NOTICE OF MEETINGS. In accordance with Section 9.5 and subject to waiver by
a shareholder pursuant to Section 2.5, the Corporation shall give written
notice of the date, time, and place of each annual and special shareholders'
meeting no fewer than SO days nor more than 60 days before the meeting date to
each shareholder of record entitled to vote at the meeting. The notice of an
annual meeting need not state the purpose of the meeting unless these Bylaws
require otherwise. The notice of a special meeting shall state the purpose for
which the meeting is called. If an annual or special shareholders' meeting is
adjourned to a different date, time, or location, the Corporation shall give
shareholders notice of the new date, time, or location of the adjourned
meeting, unless a quorum of shareholders was present at the meeting and
information regarding the adjournment was announced before the meeting was
adjourned; provided, however, that if a new record date is or must be fixed in
accordance with Section 7.6, the Corporation must give notice of the adjourned
meeting to all shareholders of record as of the new record date who are
entitled to vote at the adjourned meeting.


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2.5 WAIVER OF NOTICE. A shareholder may waive any notice required by the Code,
the Articles of Incorporation, or these Bylaws, before or after the date and
time of the matter to which the notice relates, by delivering to the
Corporation a written waiver of notice signed by the shareholder entitled to
the notice. In addition, a shareholder's attendance at a meeting shall be (a) a
waiver of objection to lack of notice or defective notice of the meeting unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose stated in the meeting notice, unless the shareholder objects to
considering the matter when it is presented. Except as otherwise required by
the Code, neither the purpose of nor the business transacted at the meeting
need be specified in any waiver.

2.6 VOTING GROUP: QUORUM: VOTE REQUIRED TO ACT. (a) Unless otherwise required
by the Code or the Articles of Incorporation, all classes or series of the
Corporation's shares entitled to vote generally on a matter shall for that
purpose be considered a single voting group (a "Voting Group"). If either the
Articles of Incorporation or the Code requires separate voting by two or more
Voting Groups on a matter, action on that matter is taken only when voted upon
by each such Voting Group separately. At all meetings of shareholders, any
Voting Group entitled to vote on a matter may take action on the matter only if
a quorum of that Voting Group exists at the meeting, and if a quorum exists,
the Voting Group may take action on the matter notwithstanding the absence of a
quorum of any other Voting Group that may be entitled to vote separately on the
matter. Unless the Articles of Incorporation, these Bylaws, or the Code
provides otherwise, the presence (in person or by proxy) of shares representing
a majority of votes entitled to be cast on a matter by a Voting Group shall
constitute a quorum of that Voting Group with regard to that matter. Once a
share is present at any meeting other than solely to object to holding the
meeting or transacting business at the meeting, the share shall be deemed
present for quorum purposes for the remainder of the meeting and for any
adjournments of that meeting, unless a new record date for the adjourned
meeting is or must be set pursuant to Section 7.6 of these Bylaws.

(b) Except as provided in Section 3.4, if a quorum exists, action on a matter
by a Voting Group is approved by that Voting Group if the votes cast within the
Voting Group favoring the action exceed the votes cast opposing the action,
unless the Articles of Incorporation, a provision of these Bylaws that has been
adopted pursuant to Section 14-2-1021 of the Code (or any successor provision),
or the Code requires a greater number of affirmative votes.

2.7 VOTING OF SHARES. Unless otherwise required by the Code or the Articles of
Incorporation, each outstanding share of any class or series having voting
rights shall be entitled to one vote on each matter that is submitted to a vote
of shareholders.

2.8 PROXIES. A shareholder entitled to vote on a matter may vote in person or
by proxy pursuant to an appointment executed in writing by the shareholder or
by his or her attorney-in-fact. An appointment of a proxy shall be valid for 11
months from the date of its execution, unless a longer or shorter period is
expressly stated in the proxy.

2.9 PRESIDING OFFICER. Except as otherwise provided in this Section 2.9, the
Chairman of the Board, and in his or her absence or disability the President,
and in his or her absence or


<PAGE>   7


disability the Chief Executive Officer, shall preside at every shareholders'
meeting (and any adjournment thereof) as its chairman, if either of them is
present and willing to serve. If neither the Chairman of the Board nor the
President nor the Chief Executive Officer is present and willing to serve as
chairman of the meeting, and if the Chairman of the Board has not designated
another person who is present and willing to serve, then a majority of the
Corporation's directors present at the meeting shall be entitled to designate a
person to serve as chairman. If no director of the Corporation is present at the
meeting or if a majority of the directors who are present cannot be established,
then a chairman of the meeting shall be selected by a majority vote of (a) the
shares present at the meeting that would be entitled to vote in an election of
directors, or (b) if no such shares are present at the meeting, then the shares
present at the meeting comprising the Voting Group with the largest number of
shares present at the meeting and entitled to vote on a matter properly proposed
to be considered at the meeting. The chairman of the meeting may designate other
persons to assist with the meeting.

2.10 ADJOURNMENTS. At any meeting of shareholders (including an adjourned
meeting), a majority of shares of any Voting Group present and entitled to vote
at the meeting (whether or not those shares constitute a quorum) may adjourn
the meeting, but only with respect to that Voting Group, to reconvene at a
specific time and place. If more than one Voting Group is present and entitled
to vote on a matter at the meeting, then the meeting may be continued with
respect to any such Voting Group that does not vote to adjourn as provided
above, and such Voting Group may proceed to vote on any matter to which it is
otherwise entitled to do so; provided, however, that if (a) more than one
Voting Group is required to take action on a matter at the meeting and (b) any
one of those Voting Groups votes to adjourn the meeting (in accordance with the
preceding sentence), then the action shall not be deemed to have been taken
until the requisite vote of any adjourned Voting Group is obtained at its
reconvened meeting. The only business that may be transacted at any reconvened
meeting is business that could have been transacted at the meeting that was
adjourned, unless further notice of the adjourned meeting has been given in
compliance with the requirements for a special meeting that specifies the
additional purpose or purposes for which the meeting is called. Nothing
contained in this Section 2.10 shall be deemed or otherwise construed to limit
any lawful authority of the chairman of a meeting to adjourn the meeting.

2.11 CONDUCT OF THE MEETING. At any meeting of shareholders, the chairman of
the meeting shall be entitled to establish the rules of order governing the
conduct of business at the meeting.

2.12 ACTION OF SHAREHOLDERS WITHOUT A MEETING. Action required or permitted to
be taken at a meeting of shareholders may be taken without a meeting if the
action is taken by all shareholders entitled to vote on the action. The action
must be evidenced by one or more written consents describing the action taken,
signed by all the shareholders entitled to take action without a meeting, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

2.13 MATTERS CONSIDERED AT ANNUAL MEETINGS. Notwithstanding anything to the
contrary in these Bylaws, the only business that may be conducted at an annual
meeting of shareholders shall be business brought before the meeting (a) by or
at the direction of the Board of Directors prior to the meeting, (b) by or at
the direction of the Chairman of the Board, the President, or the Chief
Executive Officer or by a shareholder of the Corporation who is entitled to
vote with respect to the business and who complies with the notice procedures
set forth in this Section 2.13. For business to be brought properly before an
annual meeting by a shareholder, the shareholder must have given timely notice
of the business in writing to the Secretary of the Corporation. To be timely a
shareholder's notice must be delivered or mailed to and received at the
principal offices of the Corporation at least 120 days before the anniversary
of the date of the proxy statement for the immediately preceding annual meeting
of the Corporation. A shareholder's notice to the Secretary shall set forth a
brief description of each matter of business the shareholder proposes to bring
before the meeting and the reasons for conducting that business at the meeting;
the name, as it appears on the Corporation's books and address of the
shareholder proposing the business; the series or class and number of shares of
the Corporation's stock that are beneficially owned by the shareholder; and any
material interest of the shareholder in the proposed business. The Chairman of
the meeting shall have the discretion to declare to the meeting that any
business proposed by a shareholder to be considered at the meeting is out of
order and that such business shall not be transacted at the meeting if (i) the
Chairman concludes that the matter has been proposed in a manner inconsistent
with this Section 2.13 or (ii) the Chairman concludes that the subject matter
of the proposed business is inappropriate for consideration by the shareholders
at the meeting.




<PAGE>   8


                                 ARTICLE THREE
                               BOARD OF DIRECTORS

3.1 GENERAL POWERS. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
by, the Board of Directors, subject to any limitation set forth in the Articles
of Incorporation, in bylaws approved by the shareholders, or in agreements
among all the shareholders that are otherwise lawful.

3.2 NUMBER. ELECTION AND TERM OF OFFICE. The number of directors of the
Corporation shall be fixed by resolution of the Board of Directors or of the
shareholders from time to time; provided, however, that no decrease in the
number of directors shall have the effect of shortening the term of an
incumbent director. Except as provided elsewhere in this Section 3.2 and in
Section 3.4, the directors shall be elected at each annual meeting of
shareholders, or at a special meeting of shareholders called for purposes that
include the election of directors, by a plurality of the votes cast by the
shares entitled to vote and present at the meeting. Except in case of death,
resignation, disqualification, or removal, the term of each director shall
expire at the next succeeding annual meeting of shareholders. Despite the
expiration of a director's term, he or she shall continue to serve until his or
her successor, if there is to be any, has been elected and has qualified.

3.3 REMOVAL OF DIRECTORS. The entire Board of Directors or any individual
director may be removed only for cause by the shareholders, provided that
directors elected by a particular Voting Group may be removed only by the
shareholders in that Voting Group. Removal action may be taken only at a
shareholders' meeting for which notice of the removal action has been given. A
removed director's successor, if any, may be elected at the same meeting to
serve the unexpired term.

3.4 VACANCIES. A vacancy occurring in the Board of Directors may be filled for
the unexpired term, unless the shareholders have elected a successor, by the
affirmative vote of a majority of the remaining directors, whether or not the
remaining directors constitute a quorum; provided, however, that if the vacant
office was held by a director elected by a particular Voting Group, only the
holders of shares of that Voting Group or the remaining directors elected by
that Voting Group shall be entitled to fill the vacancy; provided further,
however, that if the vacant office was held by a director elected by a
particular Voting Group and there is no remaining director elected by that
Voting Group, the other remaining directors or director (elected by another
Voting Group or Groups) may fill the vacancy during an interim period before
the shareholders of the vacated director's Voting Group act to fill the
vacancy. A vacancy or vacancies in the Board of Directors may result from the
death, resignation, disqualification, or removal of any director, or from an
increase in the number of directors.

3.5 COMPENSATION. Directors may receive such compensation for their services as
directors as may be fixed by the Board of Directors from time to time. A
director may also serve the Corporation in one or more capacities other than
that of director and receive compensation for services rendered in those other
capacities.

3.6 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may designate
from among its members an executive committee or one or more other standing or
ad hoc


<PAGE>   9



committees, each consisting of one or more directors, who serve at the pleasure
of the Board of Directors. Subject to the limitations imposed by the Code, each
committee shall have the authority set forth in the resolution establishing the
committee or in any other resolution of the Board of Directors specifying,
enlarging, or limiting the authority of the committee.

3.7 QUALIFICATION OF DIRECTORS. No person elected to serve as a director of the
Corporation shall assume office and begin serving unless and until duly
qualified to serve, as determined by reference to the Code, the Articles of
Incorporation, and any further eligibility requirements established in these
Bylaws.

3.8 CERTAIN NOMINATION REQUIREMENTS. No person may be nominated for election as
a director at any annual or special meeting of shareholders unless (a) the
nomination has been or is being made pursuant to a recommendation or approval
of the Board of Directors of the Corporation or a properly constituted
committee of the Board of Directors previously delegated authority to recommend
or approve nominees for director; (b) the person is nominated by a shareholder
of the Corporation who is entitled to vote for the election of the nominee at
the subject meeting, and the nominating shareholder has furnished written
notice to the Secretary of the Corporation, at the Corporation's principal
office, not later than 14 days before the date of the meeting or 5 days after
notice is given pursuant to Section 2.4, whichever is later, and the notice (i)
sets forth with respect to the person to be nominated his or her name, age,
business and residence addresses, principal business or occupation during the
past five years, any affiliation with or material interest in the Corporation
or any transaction involving the Corporation, and any affiliation with or
material interest in any person or entity having an interest materially adverse
to the Corporation, and (ii) is accompanied by the sworn or certified statement
of the shareholder that the nominee has consented to being nominated and that
the shareholder believes the nominee will stand for election and will serve if
elected; or (c) (i) the person is nominated to replace a person previously
identified as a proposed nominee (in accordance with the provisions of subpart
(b) of this Section 3.8) who has since become unable or unwilling to be
nominated or to serve if elected, (ii) the shareholder who furnished such
previous identification makes the replacement nomination and delivers to the
Secretary of the Corporation (at the time of or prior to making the replacement
nomination) an affidavit or other sworn statement affirming that the
shareholder had no reason to believe the original nominee would be so unable or
unwilling, and (iii) such shareholder also furnishes in writing to the
Secretary of the Corporation (at the time of or prior to making the replacement
nomination) the same type of information about the replacement nominee as
required by subpart (b) of this Section 3.8 to have been furnished about the
original nominee. The chairman of any meeting of shareholders at which one or
more directors are to be elected, for good cause shown and with proper regard
for the orderly conduct of business at the meeting, may waive in whole or in
part the operation of this Section 3.8.


<PAGE>   10



                                  ARTICLE FOUR
                       MEETINGS OF THE BOARD OF DIRECTORS

4.1 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held
in conjunction with each annual meeting of shareholders. In addition, the Board
of Directors may, by prior resolution, hold regular meetings at other times.

4.2 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called
by or at the request of the Chairman of the Board, the President, the Chief
Executive Officer, or any two directors in office at that time.

4.3 PLACE OF MEETINGS. Directors may hold their meetings at any place in or
outside the State of Georgia that the Board of Directors may establish from
time to time.

4.4 NOTICE OF MEETINGS. Directors need not be provided with notice of any
regular meeting of the Board of Directors. Unless waived in accordance with
Section 4.10, the Corporation shall give at least two days' notice to each
director of the date, time, and place of each special meeting. Notice of a
meeting shall be deemed to have been given to any director in attendance at any
prior meeting at which the date, time, and place of the subsequent meeting was
announced.

4.5 QUORUM. At meetings of the Board of Directors, the majority of the
directors then in office shall constitute a quorum for the transaction of
business.

4.6 VOTE REQUIRED FOR ACTION. If a quorum is present when a vote is taken, the
vote of a majority of the directors present at the time of the vote will be the
act of the Board of Directors, unless the vote of a greater number is required
by the Code, the Articles of Incorporation, or these Bylaws. A director who is
present at a meeting of the Board of Directors when corporate action is taken
is deemed to have assented to the action taken unless (a) he or she objects at
the beginning of the meeting (or promptly upon his or her arrival) to holding
the meeting or transacting business at it; (b) his or her dissent or abstention
from the action taken is entered in the minutes of the meeting; or (c) he or
she delivers written notice of dissent or abstention to the presiding officer
of the meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.

4.7 PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of Directors
may participate in a meeting of the Board by means of conference telephone or
similar communications equipment through which all persons participating may
hear and speak to each other. Participation in a meeting pursuant to this
Section 4.7 shall constitute presence in person at the meeting.

4.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting if a written consent, describing the action taken, is signed by each
director and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. The consent


<PAGE>   11


may be executed in counterpart, and shall have the same force and effect as a
unanimous vote of the Board of Directors at a duly convened meeting.

4.9 ADJOURNMENTS. A meeting of the Board of Directors, whether or not a quorum
is present, may be adjourned by a majority of the directors present to
reconvene at a specific time and place. It shall not be necessary to give
notice to the directors of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting that was adjourned,
unless a quorum was not present at the meeting that was adjourned, in which
case notice shall be given to directors in the same manner as for a special
meeting. At any such reconvened meeting at which a quorum is present, any
business may be transacted that could have been transacted at the meeting that
was adjourned.

4.10 WAIVER OF NOTICE. A director may waive any notice required by the Code,
the Articles of Incorporation, or these Bylaws before or after the date and
time of the matter to which the notice relates, by a written waiver signed by
the director and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Attendance by a director at a meeting shall
constitute waiver of notice of the meeting, except where a director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.


                                  ARTICLE FIVE
                                    OFFICERS

5.1 OFFICES. The officers of the Corporation shall consist of a President, a
Secretary, and a Treasurer, and may include a Chief Executive Officer separate
from the President, each of whom shall be elected or appointed by the Board of
Directors. The Board of Directors may also elect a Chairman of the Board from
among its members. The Board of Directors from time to time may, or may
authorize the Chief Executive Officer to, create and establish the duties of
other offices and may, or may authorize the Chief Executive Officer to, elect
or appoint, or authorize specific senior officers to appoint, the persons who
shall hold such other offices, including one or more Vice Presidents (including
Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents,
and the like), one or more Assistant Secretaries, and one or more Assistant
Treasurers. Whether or not so provided by the Board of Directors, the Chairman
of the Board or the Chief Executive Officer may appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers. Any two or more offices may
be held by the same person.

5.2 TERM. Each officer shall serve at the pleasure of the Board of Directors
(or, if appointed by the Chief Executive Officer or a senior officer pursuant
to this Article Five, at the pleasure of the Board of Directors, the Chief
Executive Officer, or the senior officer authorized to have appointed the
officer) until his or her death, resignation, or removal, or until his or her
replacement is elected or appointed in accordance with this Article Five.

5.3 COMPENSATION. The compensation of all officers of the Corporation shall be
fixed by the Board of Directors or by a committee or officer appointed by the
Board of Directors. Officers may serve without compensation.


<PAGE>   12


5.4 REMOVAL. All officers (regardless of how elected or appointed) may be
removed, with or without cause, by the Board of Directors, and any officer
appointed by the Chief Executive Officer or another senior officer may also be
removed, with or without cause, by the Chief Executive Officer or by any senior
officer authorized to have appointed the officer to be removed. Removal will be
without prejudice to the contract rights, if any, of the person removed, but
shall be effective notwithstanding any damage claim that may result from
infringement of such contract rights.

5.5 CHAIRMAN OF THE BOARD. The Chairman of the Board (if there be one) shall
preside at and serve as chairman of meetings of the shareholders and of the
Board of Directors (unless another person is selected under Section 2.9 to act
as chairman). The Chairman of the Board shall perform other duties and have
other authority as may from time to time be delegated by the Board of
Directors.

5.6 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be charged with
the general and active management of the Corporation, shall see that all orders
and resolutions of the Board of Directors are carried into effect, shall have
the authority to select and appoint employees and agents of the Corporation,
and shall, in the absence or disability of the Chairman of the Board, perform
the duties and exercise the powers of the Chairman of the Board. The Chief
Executive Officer shall perform any other duties and have any other authority
as may be delegated from time to time by the Board of Directors, and shall be
subject to the limitations fixed from time to time by the Board of Directors.

5.7 PRESIDENT. If there shall be no separate Chief Executive Officer of the
Corporation, then the President shall be the chief executive officer of the
Corporation and shall have all the duties and authority given under these
Bylaws to the Chief Executive Officer. The President shall otherwise be the
chief operating officer of the Corporation and shall, subject to the authority
of the Chief Executive Officer, have responsibility for the conduct and general
supervision of the business operations of the Corporation. The President shall
perform such other duties and have such other authority as may from time to
time be delegated by the Board of Directors or the Chief Executive Officer. In
the absence or disability of the Chief Executive Officer, the President shall
perform the duties and exercise the powers of the Chief Executive Officer.

5.8 VICE PRESIDENTS. The Vice President (if there be one) shall, in the absence
or disability of the President, perform the duties and exercise the powers of
the President, whether the duties and powers are specified in these Bylaws or
otherwise. If the Corporation has more than one Vice President, the one
designated by the Board of Directors or the Chief Executive Officer (in that
order of precedence) shall act in the event of the absence or disability of the
President. Vice Presidents shall perform any other duties and have any other
authority as from time to time may be delegated by the Board of Directors, the
Chief Executive Officer, or the President.

5.9 SECRETARY. The Secretary shall be responsible for preparing minutes of the
meetings of shareholders, directors, and committees of directors and for
authenticating records of the Corporation. The Secretary or any Assistant
Secretary shall have authority to give all notices required by law or these
Bylaws. The Secretary shall be responsible for the custody


<PAGE>   13


of the corporate books, records, contracts, and other documents. The Secretary
or any Assistant Secretary may affix the corporate seal to any lawfully executed
documents requiring it, may attest to the signature of any officer of the
Corporation, and shall sign any instrument that requires the Secretary's
signature. The Secretary or any Assistant Secretary shall perform any other
duties and have any other authority as from time to time may be delegated by the
Board of Directors, the Chief Executive Officer, or the President.

5.10 TREASURER. Unless otherwise provided by the Board of Directors, the
Treasurer shall be responsible for the custody of all funds and securities
belonging to the Corporation and for the receipt, deposit, or disbursement of
these funds and securities under the direction of the Board of Directors. The
Treasurer shall cause full and true accounts of all receipts and disbursements
to be maintained and shall make reports of these receipts and disbursements to
the Board of Directors, the Chief Executive Officer and President upon request.
The Treasurer or Assistant Treasurer shall perform any other duties and have
any other authority as from time to time may be delegated by the Board of
Directors, the Chief Executive Officer, or the President.


                                  ARTICLE SIX
                          DISTRIBUTIONS AND DIVIDENDS

Unless the Articles of Incorporation provide otherwise, the Board of Directors,
from time to time in its discretion, may authorize or declare distributions or
share dividends in accordance with the Code.


                                 ARTICLE SEVEN
                                     SHARES

7.1 SHARE CERTIFICATES. The interest of each shareholder in the Corporation
shall be evidenced by a certificate or certificates representing shares of the
Corporation, which shall be in such form as the Board of Directors from time to
time may adopt in accordance with the Code. Share certificates shall be in
registered form and shall indicate the date of issue, the name of the
Corporation, that the Corporation is organized under the laws of the State of
Georgia, the name of the shareholder, and the number and class of shares and
designation of the series, if any, represented by the certificate. Each
certificate shall be signed by the President or a Vice President (or in lieu
thereof, by the Chairman of the Board or Chief Executive Officer, if there be
one) and may be signed by the Secretary or an Assistant Secretary; provided,
however, that where the certificate is signed (either manually or by facsimile)
by a transfer agent, or registered by a registrar, the signatures of those
officers may be facsimiles.

7.2 RIGHTS OF CORPORATION WITH RESPECT TO REGISTERED OWNERS. Prior to due
presentation for transfer of registration of its shares, the Corporation may
treat the registered owner of the shares (or the beneficial owner of the shares
to the extent of any rights granted by a nominee certificate on file with the
Corporation pursuant to any procedure that may be established by the
Corporation in accordance with the Code) as the person exclusively entitled to
vote the shares, to receive any dividend or other distribution with respect to
the


<PAGE>   14


shares, and for all other purposes; and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in the shares on the part
of any other person, whether or not it has express or other notice of such a
claim or interest, except as otherwise provided by law.

7.3 TRANSFERS OF SHARES. Transfers of shares shall be made upon the books of
the Corporation kept by the Corporation or by the transfer agent designated to
transfer the shares, only upon direction of the person named in the certificate
or by an attorney lawfully constituted in writing. Before a new certificate is
issued, the old certificate shall be surrendered for cancellation or, in the
case of a certificate alleged to have been lost, stolen, or destroyed, the
provisions of Section 7.5 of these Bylaws shall have been complied with.

7.4 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any of the
provisions of Section 7.3 of these Bylaws, the Corporation is under a duty to
register the transfer of its shares only if: (a) the share certificate is
endorsed by the appropriate person or persons; (b) reasonable assurance is
given that each required endorsement is genuine and effective; (c) the
Corporation has no duty to inquire into adverse claims or has discharged any
such duty; (d) any applicable law relating to the collection of taxes has been
complied with; (e) the transfer is in fact rightful or is to a bona fide
purchaser; and (f) the transfer is in compliance with applicable provisions of
any transfer restrictions of which the Corporation shall have notice.

7.5 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any person claiming a share
certificate to be lost, stolen, or destroyed shall make an affidavit or
affirmation of this claim in such a manner as the Corporation may require and
shall, if the Corporation requires, give the Corporation a bond of indemnity in
form and amount, and with one or more sureties satisfactory to the Corporation,
as the Corporation may require, whereupon an appropriate new certificate may be
issued in lieu of the one alleged to have been lost, stolen or destroyed.

7.6 FIXING OF RECORD DATE. For the purpose of determining shareholders (a)
entitled to notice of or to vote at any meeting of shareholders or, if
necessary, any adjournment thereof, (b) entitled to receive payment of any
distribution or dividend, or (c) for any other proper purpose, the Board of
Directors may fix in advance a date as the record date. The record date may not
be more than 70 days (and, in the case of a notice to shareholders of a
shareholders' meeting, not less than 10 days) prior to the date on which the
particular action, requiring the determination of shareholders, is to be taken.
A separate record date may be established for each Voting Group entitled to
vote separately on a matter at a meeting. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting, unless the Board of Directors shall
fix a new record date for the reconvened meeting, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting.

7.7 RECORD DATE IF NONE FIXED. If no record date is fixed as provided in
Section 7.6, then the record date for any determination of shareholders that
may be proper or required by law shall be, as appropriate, the date on which
notice of a shareholders' meeting is mailed, the date on which the Board of
Directors adopts a resolution declaring a dividend or


<PAGE>   15

authorizing a distribution, or the date on which any other action is taken that
requires a determination of shareholders.


                                 ARTICLE EIGHT
                                INDEMNIFICATION


8.1 INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify and hold
harmless any director of the Corporation (an "Indemnified Person") who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, whether formal or informal, including any action or suit by
or in the right of the Corporation (for purposes of this Article Eight,
collectively, a Proceeding") because he or she is or was a director, officer,
employee, or agent of the Corporation, against any judgment, settlement,
penalty, fine, or reasonable expenses (including, but not limited to,
attorneys' fees and disbursements, court costs, and expert witness fees)
incurred with respect to the Proceeding (for purposes of this Article Eight, a
"Liability/'), provided, however, that no indemnification shall be made for:
(a) any appropriation by a director, in violation of the director's duties, of
any business opportunity of the corporation; (b) any acts or omissions of a
director that involve intentional misconduct or a knowing violation of law; (c)
the types of liability set forth in Code Section 14-2-832; or (d) any
transaction from which the director received an improper personal benefit.

8.2 INDEMNIFICATION OF OTHERS. The Board of Directors shall have the power to
cause the Corporation to provide to officers, employees, and agents of the
Corporation all or any part of the right to indemnification permitted for such
persons by appropriate provisions of the Code. Persons to be indemnified may be
identified by position or name, and the right of indemnification may be
different for each of the persons identified. Each officer, employee, or agent
of the Corporation so identified shall be an "Indemnified Person" for purposes
of the provisions of this Article Eight.

8.3 OTHER ORGANIZATIONS. The Corporation shall provide to each director, and
the Board of Directors shall have the power to cause the Corporation to provide
to any officer, employee, or agent, of the Corporation who is or was serving as
a director, officer, partner, trustee, employee, or agent of

(a) Intelligent Systems Master, L.P., INTS Management Company or any of their
current or former affiliates, or

(b) another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise at the Corporation's request

all or any part of the right to indemnification and other rights of the type
provided under Sections 8.1, 8.2, &.4, and 8.10 of this Article Eight (subject
to the conditions, limitations, and obligations specified in those Sections)
permitted for such persons by appropriate provisions of the Code. Persons to be
indemnified may be identified by position or name, and the right of
indemnification may be different for each of the persons identified. Each


<PAGE>   16


person so identified shall be an "Indemnified Person" for purposes of the
provisions of this Article Eight.

8.4 ADVANCES. Expenses (including, but not limited to, attorneys' fees and
disbursements, court costs, and expert witness fees) incurred by an Indemnified
Person in defending any Proceeding of the kind described in Sections 8.1 or
8.3, as to an Indemnified Person who is a director of the Corporation, or in
Sections 8.' or 8.3 as to other Indemnified Persons, if the Board of Directors
has specified that advancement of expenses be made available to any such
Indemnified Person, shall be paid by the Corporation in advance of the final
disposition of such Proceeding as set forth herein. The Corporation shall
promptly pay the amount of such expenses to the Indemnified Person, but in no
event later than 10 days following the Indemnified Person's delivery to the
Corporation of a written request for an advance pursuant to this Section 8.4,
together with a reasonable accounting of such expenses; provided, however, that
the Indemnified Person shall furnish the C Corporation a written affirmation of
his or her good faith belief that he or she has met the applicable standard of
conduct and a written undertaking and agreement to repay to the Corporation any
advances made pursuant to this Section 8.4 if it shall be determined that the
Indemnified Person is not entitled(l to be indemnified by the Corporation for
such amounts. The Corporation may make the advances contemplated by this
Section 8.4 regardless of the Indemnified Person's financial ability to make
repayment. Any advances and undertakings to repay pursuant to this Section 8.4
may be unsecured and interest-free.

     8.5 NON-EXCLUSIVITY. Subject to any applicable limitation imposed by the
Code or the Articles of Incorporation, the indemnification and advancement of
expenses provided by or granted pursuant to this Article Eight shall not be
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any provision of the Articles of
Incorporation, or any Bylaw, resolution, or agreement specifically or in
general terms approved or ratified by the affirmative vote of holders of a
majority of the shares entitled to be voted thereon.

8.6 INSURANCE. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or who, while serving in such a capacity, is also
or was also serving at the request of the Corporation as a director, officer,
trustee, partner, employee, or agent of any corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, against any
Liability that may be asserted against or incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article Eight.

8.7 NOTICE. If the Corporation indemnifies or advances expenses to a director
under any of Sections 142-851 through 14-2-854 of the Code in connection with a
Proceeding by or in the right of the Corporation, the Corporation shall, to the
extent required by Section 14-2-1621 or any other applicable provision of the
Code, report the indemnification or advance in writing to the shareholders with
or before the notice of the next shareholders' meeting.


<PAGE>   17

8.8 SECURITY. The Corporation may designate certain of its assets as
collateral, provide self-insurance, establish one or more indemnification
trusts, or otherwise secure or facilitate its ability to meet its obligations
under this Article Eight, or under any indemnification agreement or plan of
indemnification adopted and entered into in accordance with the provisions of
this Article Eight, as the Board of Directors deems appropriate.

8.9 AMENDMENT. Any amendment to this Article Eight that limits or otherwise
adversely affects the right of indemnification, advancement of expenses, or
other rights of any Indemnified Person hereunder shall, as to such Indemnified
Person, apply only to Proceedings based on actions, events, or omissions
(collectively, "Post Amendment Events") occurring after such amendment and
after delivery of notice of such amendment to the Indemnified Person so
affected. Any Indemnified Person shall. as to any Proceeding based on actions,
events, or omissions occurring prior to the date of receipt of such notice, be
entitled to the right of indemnification, advancement of expenses, and other
rights under this Article Eight to the same extent as if such provisions had
continued as part of the Bylaws of the Corporation without such amendment. This
Section 8.9 cannot be altered, amended, or repealed in a manner effective as to
any Indemnified Person (except as to Post Amendment Events) without the prior
written consent of such Indemnified Person.

8.10 AGREEMENTS. The provisions of this Article Eight shall be deemed to
constitute an agreement between the Corporation and each Indemnified Person
hereunder. In addition to the rights provided in this Article Eight, the
Corporation shall have the power, upon authorization by the Board of Directors,
to enter into an agreement or agreements providing to any Indemnified Person
indemnification rights substantially similar to those provided in this Article
Eight.

8.11 CONTINUING BENEFITS. The rights of indemnification and advancement of
expenses permitted or authorized by this Article Eight shall, unless otherwise
provided when such rights are granted or conferred, continue as to a person who
has ceased to be a director, officer, employee. or agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.

8.12 SUCCESSORS. For purposes of this Article Eight, the term "Corporation"
shall include any corporation. joint venture, trust, partnership, or
unincorporated business association that is the successor to all or
substantially all of the business or assets of this Corporation, as a result of
merger, consolidation, sale, liquidation. or otherwise, and any such successor
shall be liable to the persons indemnified under this Article Eight on the same
terms and conditions and to the same extent as this Corporation.

8.13 SEVERABILITY. Each of the Sections of this Article Eight, and each of the
clauses set forth herein, shall be deemed separate and independent, and should
any part of any such Section or clause be declared invalid or unenforceable by
any court of competent jurisdiction, such invalidity or unenforceability shall
in no way render invalid or unenforceable any other part thereof or any
separate Section or clause of this Article Eight that is not declared invalid
or unenforceable.

8.14 ADDITIONAL INDEMNIFICATION. In addition to the specific indemnification
rights set forth herein, the Corporation shall indemnify each of its directors
and such of its officers as


<PAGE>   18

have been designated by the Board of Directors to the full extent permitted by
action of the Board of Directors without shareholder approval under the Code or
other laws of the State of Georgia as in effect from time to time.


                                  ARTICLE NINE
                                 MISCELLANEOUS

9.1 INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have the
power to determine which accounts, books, and records of the Corporation shall
be available for shareholders to inspect or copy, except for those books and
records required by the Code to be made available upon compliance by a
shareholder with applicable requirements, and shall have the power to fix
reasonable rules and regulations (including confidentiality restrictions and
procedures) not in conflict with applicable law for the inspection and copying
of accounts, books, and records that by law or by determination of the Board of
Directors are made available. Unless required by the Code or otherwise provided
by the Board of Directors, a shareholder of the Corporation holding less than
two percent of the total shares of the Corporation then outstanding shall have
no right to inspect the books and records of the Corporation.

9.2 FISCAL YEAR. The Board of Directors is authorized to fix the fiscal year of
the Corporation and to change the fiscal year from time to time as it deems
appropriate.

9.3 CORPORATE SEAL. The corporate seal will be in such form as the Board of
Directors may from time to time determine. The Board of Directors may authorize
the use of one or more facsimile forms of the corporate seal. The corporate
seal need not be used unless its use is required by law, by these Bylaws, or by
the Articles of Incorporation.

9.4 ANNUAL STATEMENTS. Not later than four months after the close of each
fiscal year, and in any case prior to the next annual meeting of shareholders,
the Corporation shall prepare (a) a balance sheet showing in reasonable detail
the financial condition of the Corporation as of the close of its fiscal year,
and (b) a profit and loss statement showing the results of its operations
during its fiscal year. Upon receipt of written request, the Corporation
promptly shall mail to any shareholder of record a copy of the most recent such
balance sheet and profit and loss statement, in such form and with such
information as the Code may require.

9.5 NOTICE. (a) Whenever these Bylaws require notice to be given to any
shareholder or to any director, the notice may be given by mail, in person, by
courier delivery, by telephone, or by telecopier, telegraph, or similar
electronic means. Whenever notice is given to a shareholder or director by
mail, the notice shall be sent by depositing the notice in a post office or
letter box in a postage-prepaid, sealed envelope addressed to the shareholder
or director at his or her address as it appears on the books of the
Corporation. Any such written notice given by mail shall be effective: (i) if
given to shareholders, at the time the same is deposited in the United States
mail, and (ii) in all other cases, at the earliest of (x) when received or when
delivered, properly addressed, to the addressee's last known principal place of
business or residence, (y) five days after its deposit in the mail, as
evidenced by the postmark, if mailed with first-class postage prepaid and
correctly addressed, or (z) on the date shown on the return receipt, if sent by
registered or certified


<PAGE>   19

mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Whenever notice is given to a shareholder or director by any means
other than mail, the notice shall be deemed given when received.

(b) In calculating time periods for notice, when a period of time measured in
days, weeks, months, years, or other measurement of time is prescribed for the
exercise of any privilege or the discharge of any duty, the first day shall not
be counted but the last day shall be counted.


                                  ARTICLE TEN
                                   AMENDMENTS

Except as otherwise provided under the Code, the Board of Directors shall have
the power to alter, amend, or repeal these Bylaws or adopt new Bylaws. Any
Bylaws adopted by the Board of Directors may be altered, amended, or repealed,
and new Bylaws adopted, by the shareholders. The shareholders may prescribe in
adopting any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be
altered, amended, or repealed by the Board of Directors.