<PAGE>   1
                                                                    EXHIBIT 3(a)


                            THE LAMSON & SESSIONS CO.
                           CORPORATE CHARTER NO. 2235
                ORGANIZED IN THE STATE OF OHIO, NOVEMBER 7, 1883

                           AMENDED CODE OF REGULATIONS
                        (AS AMENDED AS OF APRIL 27, 2001)

                                   ARTICLE I
                                  SHAREHOLDERS

Section 1.        Annual Meeting

         The Annual Meeting of Shareholders of the Company for the election of
Directors, the consideration of financial statements and other reports to be
laid before such meeting, and the transaction of such other business as may be
brought before such meeting shall be held on such date and at such time as may
be designated by the Board of Directors. Upon due notice there may also be
considered and acted upon at an Annual Meeting any matter which could properly
be considered and acted upon at a Special Meeting.

Section 2.        Special Meetings

         Special Meetings of Shareholders of the Company may be held on any
business day when called by the Chairman of the Board, the President, the Board
of Directors acting at a meeting, a majority of the Directors acting without a
meeting, or persons who hold fifty per cent (50%) of all shares outstanding and
entitled to vote thereat. Upon request in writing delivered either in person or
by registered mail to the President or the Secretary by any persons entitled to
call a Meeting of Shareholders, such Officer shall forthwith cause to be given
to the Shareholders entitled thereto the requisite notice of a meeting to be
held on the specified date, as provided in Section 4 of this Article I. If such
notice is not given within forty-five (45) days after the delivery or mailing of
such request, the persons calling the meeting may fix the time of the meeting
and give notice thereof in the manner provided by law or as provided in these
Regulations, or cause such notice to be given by any designated representative.
Calls for Special Meetings shall specify the purpose or purposes thereof, and no
business shall be considered at any such meeting other than that specified in
the notice therefor.

Section 3.        Place of Meetings

         Meetings of Shareholders shall be held at the principal office of the
Company in Ohio unless the Board of Directors acting at a meeting, or a majority
of the Directors acting without a meeting, designates some other place either
within or without the State of Ohio or designates that the meeting shall not be
held at a physical place, but may instead be held solely by means of
communications equipment or by any other means permitted under Ohio law, and
causes notice thereof to so specify.


<PAGE>   2


Section 4.        Notice of Meetings - Waiver

         Not less than seven (7) nor more than sixty (60) days before the date
fixed for a Meeting of Shareholders, notice stating the time, place and purposes
of such meeting shall be given by or at the direction of the Chairman of the
Board, the President, the Secretary, an Assistant Secretary, or any other person
required or permitted by these Regulations to give such notice. The notice may
be given by personal delivery, by mail or by any other means permitted under
Ohio law, to each Shareholder entitled to notice of the meeting who is of record
as of the date next preceding the day on which notice is given, or, if another
date thereof is duly fixed, of record as of said date. If mailed, such notice
shall be addressed to the Shareholder at his address as it appears on the
records of the Company, and such notice shall be deemed to have been given on
the day when deposited in the mail. If said record date shall fall on a holiday,
the record date should be taken as of the close of business on the next
preceding day which is not a holiday.

         Notice of the time, place, and purposes of any Meeting of Shareholders
may be waived in writing (or by any other means permitted under Ohio law), by
any Shareholder entitled to notice, either before or after the holding of such
meeting, which waiver shall be entered upon the records of the meeting, or by
his attendance at any such meeting without protesting the lack of proper notice
prior to or at the commencement of such meeting. A telegram, cablegram,
electronic mail or an electronic or other transmission capable of authentication
and that appears to have been sent by a person described in this section and
that contains a waiver by such person is a writing for the purposes of this
section.

Section 5.        Quorum - Adjournment

         At any meeting of Shareholders, except a meeting one purpose of which
is the election of Directors, the holders of share entitling them to exercise
two-thirds of the voting power of the Company, present in person or by proxy,
shall constitute a quorum for such meeting. At a meeting one purpose of which is
the election of Directors, the holders of shares entitling them to exercise
seventy-five per cent of the voting power of the Company, present in person or
by proxy, shall constitute a quorum; provided, however, if holders of shares
entitling them to exercise less than seventy-five per cent of the voting power
of the Company are present in person or by proxy and matters other than the
election of Directors are to be presented to the meeting, then, if holders of
shares entitling them to exercise at least two-thirds of the voting power of the
Company are present, such other matters may be presented for consideration and
action, but no election of Directors shall occur. Notwithstanding the foregoing,
no action required by law, the Amended Articles of Incorporation, or these
Regulations to be authorized or taken by the holders of a designated proportion
of shares of the Company may be authorized or taken by a lesser proportion. The
holders of a majority of the voting shares represented at the meeting, whether
or not a quorum is present, may adjourn such meeting from time to time without
notice other than by announcement at the meeting. If any meeting is adjourned,
notice of adjournment need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting, except as otherwise provided
in Article III.


                                       2
<PAGE>   3




Section 6.        Proxies

         A person who is entitled to attend a Shareholders' Meeting, to vote
thereat, or to execute consents, waivers, or releases may be represented at such
meeting or vote thereat, and execute consents, waivers and releases, and
exercise any of his rights by proxy or proxies in any form authorized by Ohio
law.

Section 7.        Financial Reports

         At the Annual Meeting, the Company shall make a financial statement,
which may be consolidated, open to examination by the Shareholders in accordance
with Ohio law, consisting of:

               1.   A Balance Sheet containing a summary of the assets,
                    liabilities, stated capital, and surplus (showing separately
                    any capital surplus arising from unrealized appreciation of
                    assets, other capital surplus, and earned surplus) of the
                    Company as of the end of the Company's most recent fiscal
                    year; and

               2.   A Statement of Profit and Loss and Surplus, including a
                    summary of profits, dividends paid, and other changes in the
                    surplus accounts of the Company, for the year ending with
                    the date of such Balance Sheet.

         An Opinion signed by the President, or a Vice President, or Treasurer,
or Assistant Treasurer, or by a public accountant or firm of public accountants,
shall be appended to such financial statement to the effect that the financial
statement presents fairly the position of the Company and the results of its
operations in conformity with accounting principles generally accepted in the
United States, or such other Opinion as is in accordance with sound accounting
practice.

Section 8.        Organization of Meetings

                    (a) The Board of Directors shall determine from time to time
               the Officer who shall preside at all Meetings of Shareholders.

                    (b) The Secretary or Assistant Secretary shall act as
               secretary and keep the minutes of all meetings and in the absence
               of the Secretary and Assistant Secretary, the presiding Officer
               at the meeting shall appoint any other Officer to act in his
               place.

                    (c) Upon request of any shareholder at any meeting of
               shareholders, the Secretary, Assistant Secretary or the
               particular agent having charge of the transfer of the shares
               shall produce (by any means permitted under Ohio law) an
               alphabetically arranged list or classified list of Shareholders
               of record who are entitled to vote as of the applicable record
               date, showing their respective addresses (and any other
               information required under Ohio law) and the number and class of
               shares held by each. This list, when certified by such Officer or
               agent, shall be prima facie evidence of the ownership or the
               facts shown therein.



                                       3
<PAGE>   4


Section 9.        Inspectors of Election

         The Directors, in advance of any Meeting of Shareholders, may appoint
any person(s) as an Inspector of Election to act at such meeting or any
adjournments thereof. If Inspector(s) are not so appointed, the Officer or
person acting as Chairman of any such meeting may and on the request of any
Shareholder or his proxy shall make such appointment.

         In case any person appointed as Inspector fails to appear or act, the
vacancy may be filled by appointment made by the Directors in advance of the
meeting, or at the meeting by the Officer or person acting as chairman.

         If there are three (3) or more Inspectors, the decision, act, or
certification of a majority of them shall be effective in all respects as the
decision, act, or certification of all.

         The Inspector(s) shall determine the number of shares outstanding, the
voting rights with respect to each of the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and factual effect of the
proxies; receive votes, ballots, consents, waivers, or releases; hear and
determine all matters of challenges, and questions arising in connection with
the voting; count and tabulate all votes, consents, waivers, and releases;
determine and announce the result; and do such other acts as are proper to
conduct the election or vote with fairness to all Shareholders.

         On request, the Inspector(s) shall make a report in writing on any
question or matter determined by them and execute a certification of any fact
found by them. The certification of the Inspector(s) shall be prima facie
evidence of the facts stated therein and of the results of the voting as
certified by them.

Section 10.       Voting

         In all cases except where otherwise provided by statute, every
Shareholder entitled to vote shall be entitled to cast one vote, in person or by
proxy, on each proposal submitted to the meeting for each share held of record
by him on the record date for the determination of the Shareholders entitled to
vote at such meeting.

                                   ARTICLE II
                               BOARD OF DIRECTORS

Section 1.        General Powers

         Except where the law, the Amended Articles of Incorporation, or these
Regulations require action to be authorized or taken by Shareholders, all of the
authority of the Company shall be exercised by or under the direction of the
Board of Directors.

Section 2.        Number of Directors

         The Board of Directors of the Company, none of whom need be
Shareholders, shall consist of not less than nine (9) nor more than fifteen (15)
members. Without amendment of these Regulations, the number of Directors may be
fixed or changed to a number not less than


                                       4
<PAGE>   5

nine (9) nor greater than fifteen (15) at any Annual or Special Meeting of
Shareholders called for that purpose at which a quorum is present, by the
affirmative vote of the holders of two-thirds of the voting power of the
Company, but no reduction in the number of Directors shall of itself have the
effect of shortening the term of any incumbent Director. Notwithstanding the
foregoing provisions of this Section 2 of Article II, the number of Directors
may also be changed by the Board of Directors, and the Board of Directors may
fill any Director's office that is created by an increase in the number of
Directors, by resolution adopted by the vote of a majority of the Directors
present at a meeting at which a quorum is present.

Section 3.        Classification of Directors

         The Directors shall be divided into three classes. Each class shall
consist of an equal number of Directors to the extent possible, and in no event
shall any class consist of less than three (3) Directors. In the event the total
number of Directors is not divisible by three (3), an extra Director shall be
elected to Class I if there is one (1) extra Director to be assigned among the
classes, and an extra Director shall be elected in both Classes I and II if
there are two (2) extra Directors to be assigned among the classes.

Section 4.        Election of Directors

         Directors shall be elected at the Annual Meeting of Shareholders, but
when the Annual Meeting is not held or Directors are not elected thereat, they
may be elected at a Special Meeting of Shareholders called and held for that
purpose, or by the Board of Directors pursuant to the authority of Section 2 of
this Article II.

         At a meeting of Shareholders at which Directors are to be elected, only
persons nominated as candidates shall be eligible for election as Directors, and
the candidates receiving the greatest number of votes shall be elected. Voting
in the election of Directors by Shareholders may be cumulative as provided by
statute. A separate election shall be held for each class of Directors.

Section 5.        Term of Office and Vacancies

         The term of office of each class of Directors shall be three (3) years,
and Directors shall hold office until the Annual Meeting of Shareholders next
succeeding their election at which the term of office of their class expires and
until their successors are elected and qualified, or until their earlier
resignation, removal from office, or death. Any Director may resign at any time
by oral statement to that effect made at a meeting of the Board or in a writing
to that effect delivered to the Secretary or Assistant Secretary, such
resignation to take effect immediately or at such other time as the Director may
specify. Neither an individual Director, nor a class of Directors, nor all the
Directors shall be removed from office by the Shareholders except upon the
affirmative vote for removal of the holders of eighty percent (80%) of the
voting power of the Company; provided, however, that unless all the Directors or
all the Directors of a particular class are removed, no individual Director
shall be removed if the votes of sufficient number of shares are cast against
his removal which, if cumulatively voted at an election of all the Directors of
a particular class, would be sufficient to elect at least one Director.


                                       5
<PAGE>   6

         In the event of the occurrence of any vacancy or vacancies in the Board
of Directors irrespective of the reason therefor, the remaining Directors,
though less than a majority of the whole authorized number of Directors, may
upon vote of a majority of their number fill such vacancy for the unexpired
term. A vacancy or vacancies shall also be deemed to exist within the meaning of
this section in case the Board of Directors shall increase the authorized number
of Directors pursuant to the authority of Section 2 of this Article II.

Section 6.        Meetings

         Meetings of the Board may be held at any time upon the call of the
Chairman of the Board, the President, or any two (2) Directors. Meetings of the
Board may be held within or without the State of Ohio. Written notice of the
time and place of each meeting of the Board shall be given to each Director
either by personal delivery, mail, telegram or cablegram at least two (2) days
before the meeting, which notice need not specify the purposes of the meeting.
Meetings of the Directors may be held through any communication equipment if all
persons participating (and such participation shall constitute "presence" or
"attendance" at such meeting) can hear each other. Unless otherwise specifically
stated in the notice thereof, any business may be transacted at any meeting of
the Board.

         Notice of any meeting of the Board may be waived by any Director in
writing, either before or after such meeting, or by his attendance at any such
meeting (including "attendance" or "presence" by means of participation through
any communications equipment as above provided) without protesting the lack of
proper notice prior to or at the commencement of such meeting. If any meeting is
adjourned, notice of the adjournment need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.

Section 7.        Action of Directors Without a Meeting

         Any action which may be taken at a meeting of the Board or at a meeting
of a Committee of Directors may be taken without a meeting if approved and
authorized by a writing or writings signed by all the Directors or members of
the Committee, respectively, which writing or writings shall be filed or entered
upon the records of the Company.

Section 8.        Quorum

         A majority of Directors shall be necessary to constitute a quorum for
the transaction of business at a meeting, provided that a majority of the
Directors at a meeting duly held, whether or not a quorum exists, may adjourn
such meeting from time to time.

         The act of a majority of the Directors present at a meeting at which a
quorum is present is the act of the Board unless the act of a greater number of
Directors is required by the Amended Articles of Incorporation or these
Regulations.

Section 9.        Committees

         The Board of Directors may from time to time appoint one (1) or more
Directors to constitute one or more Committees of Directors. The resolution
establishing each such Committee shall specify a designation by which it shall
be known and shall fix its purpose,


                                       6
<PAGE>   7

powers, authority and duration of existence. The Board of Directors may delegate
to any such Committee any of the authority of the Board, however conferred,
other than that of filling vacancies among the Directors or in any Committee of
Directors.

         The Board of Directors may likewise appoint one or more Directors as
alternate members of any such Committee, who may take the place of any absent
member or members at any meeting of such Committee.

         Each such Committee and each member thereof shall serve at the pleasure
of the Board of Directors, shall act only in the intervals between meetings of
the Board, and shall be subject to the control and direction of the Board. All
actions taken by any such Committee shall be reported in writing to the Board at
its first meeting thereafter.

         An act or authorization of any act by any such Committee within the
authority delegated to it by the resolution establishing it shall be effective
for all purposes as the act or authorization by the Board of Directors.

         In every case the affirmative vote of a majority of its members at a
meeting, or the written consent of all of the members of any such Committee
without a meeting, shall be necessary for the approval of any action.

         In particular, the Board of Directors may create an Executive Committee
in accordance with the foregoing provisions of this Section. If created, the
Executive Committee shall possess and may exercise all of the powers of the
Board in the management and control of the business of the Company during the
intervals between meetings of the Board subject to the foregoing provisions of
this Section. The chairman of the Executive Committee shall be determined by the
Board of Directors from time to time. All action taken by the Executive
Committee shall be reported in writing to the Board of Directors at its first
meeting thereafter.

Section 10.       Compensation

         For his attendance at each meeting of the Board of Directors or of a
Committee of Directors, or for other services rendered, each Director shall
receive such reasonable compensation, reimbursement for expenses, and other
benefits as the Board shall from time to time determine and irrespective of any
personal interest of any of them. The Board shall also have authority to provide
for reimbursement for expenses and to establish reasonable compensation and
other benefits for services rendered to the Company by each Officer and may
delegate such authority to one or more Officers or Directors.

                                  ARTICLE III
                                  RECORD DATES

         For any lawful purpose including without limitation the determination
of the Shareholders who are entitled to:

         1.       receive notice of or to vote at a Meeting of Shareholders,

         2.       receive payment of any dividend or distribution,



                                       7
<PAGE>   8

         3.       receive or exercise rights of purchase of or subscription for,
                  or exchange or conversion of, shares or other securities,
                  subject to contract rights with respect thereto, or

         4.       participate in the execution of written consents, waivers, or
                  releases,

the Board of Directors may fix a record date which shall not be a date earlier
than the date on which the record date is fixed and, in the cases provided for
in clauses (1), (2), and (3) above, shall not be more than sixty (60) days
preceding the date of the Meeting of Shareholders, or the date fixed for the
payment of any dividend or distribution, or the date fixed for the receipt or
the exercise of rights, as the case may be. The record date for the purpose of
the determination of the Shareholders who are entitled to receive notice of or
to vote at a Meeting of Shareholders shall continue to be the record date for
all adjournments of such meeting, unless the Board of Directors or the persons
who shall have fixed the original record date shall, subject to the limitations
set forth in this Article, fix another. In case a new record date is so fixed,
notice thereof and of the date to which the meeting shall have been adjourned
shall be given to Shareholders of record as of such date in accordance with the
same requirements as those applying to a meeting newly called. The Board of
Directors may close the share transfer books against transfers of shares during
the whole or any part of the period provided for in this Article, including the
date of the Meeting of Shareholders and the period ending with the date, if any,
to which adjourned.

                                   ARTICLE IV
                                    OFFICERS

Section 1.        General Provisions, Powers and Duties

         The Board of Directors may elect a Chairman of the Board and a
Controller, and shall elect a President, one or more Vice Presidents, a
Secretary, and a Treasurer, and such other Officers as the Board may from time
to time deem necessary. The Chairman of the Board shall be a Director. Any two
(2) or more of such offices may be held by the same person, but no Officer shall
execute, acknowledge, attest, or verify any instrument in more than one capacity
if such instrument is required to be executed, acknowledged, attested, or
verified by two (2) or more Officers.

         All Officers, as between themselves and the Company, shall respectively
have such authority and perform such duties as are customarily incident to their
respective offices, and as may be specified from time to time by the Board of
Directors, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any Officer of the Company, or for
any other reason the Board may deem sufficient, the Board may delegate from time
to time the powers or duties of such Officer, or any of them, to any other
Officer or to any Director. The Board may from time to time delegate to any
Officer authority to appoint and remove subordinate Officers and to prescribe
their authority and duties.

         Since the lawful purposes of the Company include the acquisition and
ownership or real property, personal property and property in the nature of
patents, copyrights, and trademarks and the protection of the Company's property
rights in its patents, copyrights, and trademarks, each



                                       8
<PAGE>   9

of the Officers of the Company is empowered to execute any power of attorney
necessary to protect, secure, or vest the Company's interest in and to real
property, personal property, and its property protectable by patents,
trademarks, and copyright registrations and to secure such patents, copyrights,
and trademark registrations.

Section 2.        Term of Office and Vacancies

         The elected Officers of the Company shall hold office until the
succeeding organizational meeting of the Board of Directors and until their
successors are elected, except in case of resignation, death, removal, or
retirement. The Board of Directors may remove any Officer at any time, with or
without cause, by a majority vote of the members of the Board then in office.
Any vacancy in any office may be filled by the Board of Directors.

Section 3.        Chairman of the Board

         The Chairman of the Board, if any, shall preside at all meetings of the
Board of Directors, and shall have such authority and perform such duties as the
Board may determine.

Section 4.        President

         The President shall preside at all meetings of the Board of Directors
in the absence of the Chairman of the Board unless otherwise determined by the
Board. The President shall have such authority and perform such duties as the
Board of Directors may determine.

Section 5.        Chief Executive Officer

         The Board of Directors shall determine from time to time which Officer
shall be designated as the Chief Executive Officer of the Company. Subject to
directions of the Board of Directors, he shall have general executive
supervision of the property, business, and affairs of the Company, and shall see
that all orders and recommendations of the Board are carried into effect.

Section 6.        Vice Presidents

         The Vice President or Vice Presidents shall have such authority and
shall perform such duties as may be delegated to them by the Chief Executive
Officer or as may be determined by the Board of Directors. In case of the
disability or absence of the President, or in case of a vacancy existing in the
office of the President, a Vice President shall be designated by the Board of
Directors to perform all duties and possess all of the authority of the
President until such time as a new President is elected by the Board.

Section 7.        Secretary

         The Secretary shall keep the minutes of the Meetings of Shareholders
and of the Board of Directors and the Executive Committee (unless otherwise
directed by the Executive Committee). He shall keep such books as may be
required by the Board of Directors, give such notice of Shareholders' meetings
and Board meetings as may be required by law or these Regulations, and perform
such other duties as the Shareholders or the Board may determine.


                                       9
<PAGE>   10

Section 8.        Treasurer

         The powers and duties of the Treasurer shall be to keep safe all monies
of the Company which may be deposited from time to time with the Treasurer, and
to pay out said monies in such manner as may be prescribed by the Board of
Directors, and generally to do and perform all such other duties as pertain to
his office and as may be determined by the Board.

Section 9.        Controller

         The Controller shall be the chief accounting officer of the Company. He
shall prepare such accounting statistics, records, and reports as may be
prescribed by the Board of Directors, and generally do and perform all such
other duties as determined by the Board.

Section 10.       Assistant Officers

         The Board of Directors may elect one or more Assistant Secretaries,
Assistant Treasurers, and/or Assistant Controllers, who shall have such powers
and perform such duties as directed by their respective principal Officers or as
the Board may determine.

Section 11.       Other Officers

         All other Officers shall have such powers and perform such duties as
the Board of Directors may determine.

                                   ARTICLE V
                             CERTIFICATES FOR SHARES

Section 1.        Certificates for Shares

         Each holder of shares is entitled to one or more certificates for
shares of the Company in such form not inconsistent with law and the Amended
Articles of Incorporation as shall be approved by the Board of Directors. Each
such certificate shall be signed by the Chairman of the Board or the President,
and by the Secretary or Assistant Secretary or the Treasurer or Assistant
Treasurer of the Company, which certificate shall certify the number and class
of shares held by each Shareholder in the Company, but no certificates for
shares shall be executed or delivered until such shares are fully paid.

         When such a certificate is countersigned by an incorporated transfer
agent or registrar, the signature of any of said Officers of the Company may be
facsimile, engraved, stamped, or printed.

         Although any Officer of the Company, whose manual or facsimile,
engraved, stamped, or printed signature is affixed to such a certificate ceases
to be such Officer before the certificate is delivered, such certificate shall
be effective in all respects when delivered.



                                       10
<PAGE>   11


Section 2.        Transfer of Shares

         Shares of the Company shall be transferable upon the books of the
Company by the holders thereof in person or by a duly authorized attorney upon
surrender and cancellation of certificates for a like number of shares of the
same class of shares, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of authenticity of the
signatures to such assignment and power of transfer as the Company or its agents
may reasonably require.

Section 3.        Lost, Stolen or Destroyed Certificates

         The Company may issue a new certificate for shares in place of any
certificate or certificates heretofore issued by the Company alleged to have
been lost, stolen, or destroyed and upon the making of an affidavit of that fact
by the person claiming the certificate of stock to have been lost, stolen, or
destroyed.

Section 4.        Transfer Agents and Registrars

         The Board of Directors may appoint or revoke the appointment of
transfer agents and registrars and may require all certificates for shares to
bear the signature of such transfer agents and registrars or any of them.

         The Board of Directors shall have authority to make all such rules and
regulations as it may deem expedient concerning the issuance, transfer, and
registration of certificates for shares of the Company.

                                   ARTICLE VI
                                 INDEMNIFICATION

Section 1.  Indemnification .

         The Company shall indemnify, to the full extent then permitted by law,
any 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, by reason of the fact that he is or
was a member of the Board of Directors or an officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, member, manager, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other
enterprise. The Company shall pay, to the full extent then required by law,
expenses, including attorney's fees, incurred by a member of the Board of
Directors in defending any such action, suit or proceeding as they are incurred,
in advance of the final disposition thereof, and may pay, in the same manner and
to the full extent then permitted by law, such expenses incurred by any other
person. The indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Articles of Incorporation, any
agreement, vote of shareholders or disinterested members of the Board of
Directors, or otherwise, both as to action in official capacities and as to
action in another capacity while he or she is a member of the Board of
Directors, or an officer, employee or agent of the Company, and shall continue
as to a


                                       11
<PAGE>   12


person who has ceased to be a member of the Board of Directors, trustee,
officer, employee or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.


Section 2.        Insurance.

         The Company may, to the full extent then permitted by law and
authorized by the Board of Directors, purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of credit
or self-insurance, on behalf of or for any persons described in this Article VI
against any liability asserted against and incurred by any such person in any
such capacity, or arising out of his status as such, whether or not the Company
would have the power to indemnify such person against such liability. Insurance
may be purchased from or maintained with a person in which the Company has a
financial interest.

Section 3.        Agreements.

         The Company, upon approval by the Board of Directors, may enter into
agreements with any persons whom the Company may indemnify under this Code of
Regulations or under law and undertake thereby to indemnify such persons and to
pay the expenses incurred by them in defending any action, suit or proceeding
against them, whether or not the Company would have the power under law or this
Code of Regulations to indemnify any such person.

Section 4.        Definitions.

         As used in this Article, references to "Company" include all
constituent corporations in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
member, manager or agent of such a constituent corporation, or is or was serving
at the request of such constituent corporation as a Director, Trustee, Officer,
member, manager, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, limited liability
company, or other enterprise shall stand in the same position under this section
with respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity.

                                   ARTICLE VII
                                   FISCAL YEAR

         The fiscal year of the Company shall be fixed by resolution of the
Board of Directors and shall remain as fixed until changed by resolution of the
Board of Directors from time to time.

                                  ARTICLE VIII
                   CANCELLATION OF FORMER CODES OF REGULATIONS

         This Amended Code of Regulations supersedes all Amended Codes of
Regulations and amendments thereto heretofore adopted.


                                       12
<PAGE>   13

                                   ARTICLE IX
                              EMERGENCY REGULATIONS

         The Directors may adopt, either before or during an emergency, as that
term is defined by the General Corporation Law of Ohio, any emergency
regulations permitted by the General Corporation Law of Ohio, any emergency
regulations permitted by the General Corporation Law of Ohio which shall be
operative only during such an emergency. In the event the Board of Directors
does not adopt any such emergency regulations, the special rules provided in the
General Corporation Law of Ohio shall be applicable during an emergency as
therein defined.

                                   ARTICLE X
                                   AMENDMENTS

         The Company may amend, change, or add to this Amended Code of
Regulations for any lawful purpose by the vote or written consent of the holders
of record of shares entitling them to exercise two-thirds of the voting power of
the Company in respect of any such amendment, change, or addition; provided,
however, that eighty percent (80%) of the voting power of the Company shall be
required to amend, change, or add to any one or more of the following Sections
of this Amended Code of Regulations, namely, Section 2 of Article I, Section 5
of Article I, Section 2 of Article II, Section 3 of Article II, Section 4 of
Article II, Section 5 of Article II, or this Article X. If any such amendment,
change, or addition is adopted by written consent without a meeting of the
Shareholders, the Secretary shall enter any such amendment, change, or addition
in the records of the Company and mail or otherwise send by any means permitted
under Ohio law a copy thereof to each Shareholder of record who would have been
entitled to vote thereon and did not participate in the adoption thereof.

                                   ARTICLE XI
                                  MISCELLANEOUS

         As used in this Code of Regulations, words importing any gender include
the other gender.




                                       13
<PAGE>   14



                                   CERTIFICATE

         The undersigned, the duly elected and acting Secretary of The Lamson &
Sessions Co., an Ohio corporation, having its principal office at 25701 Science
Park Drive, Cleveland, Ohio 44122, hereby certifies that the foregoing is a true
and correct copy of the current Amended Code of Regulations of said corporation,
and that the foregoing Amended Code of Regulations are in full force and effect,
on the date of this certificate.

Dated:  April 27, 2001                           By:  /s/ James J. Abel
                                                      -----------------------
                                                      Secretary




                                       14