<PAGE>

                                                                     Exhibit 3.2


                                     BY-LAWS
                                       OF

                              INTERMET CORPORATION

                           (As Amended July 17, 2003)



                                    ARTICLE I

                                     OFFICES

     Section 1. Registered Office. The registered office shall be in the State
of Georgia, County of Cobb.

     Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Georgia as the board of
directors may from time to time determine and the business of the corporation
may require or make desirable.

                                   ARTICLE II

                              SHAREHOLDERS MEETINGS

     Section 1. Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held at the principal office of the corporation or at such
other place within or without the United States as may be determined by the
board of directors, at 10:00 a.m. on the last business day of the fifth month
following the close of each fiscal year or at such other time and date prior
thereto and following the close of the fiscal year as such is determined by the
board of directors, for the purpose of electing directors and transacting such
other business as may be properly brought before the meeting.

     Section 2. Special Meetings. Special meetings of the shareholders shall be
held at the principal office of the corporation or at such other place within or
without the United States as may be designated in the notice of said meetings,
upon call of the chairman of the board of directors or the president and shall
be called by the president or the secretary when so directed by the board of
directors or at the request in writing of shareholders owning at least 50% of
the issued and outstanding capital stock of the corporation entitled to vote
thereat. Any such request shall state the purpose for which the meeting is to be
called.

     Section 3. Notice of Meetings. Written notice of every meeting of
shareholders, stating the place, date and hour of the meetings, shall be given
personally or by mail to each shareholder of record entitled to vote at such
meeting not less than 10 nor more than 50 days before the date of the meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail with first class postage (air mail postage if the address is
outside of the United


<PAGE>


States) thereon prepaid addressed to the shareholder at his address as it
appears on the corporation's record of shareholders. Attendance of a shareholder
at a meeting of shareholders shall constitute a waiver of notice of such meeting
and of all objections to the place or time of meeting, or the manner in which it
has been called or convened, except when a shareholder attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any such objection
to the transaction of any business. Notice need not be given to any shareholder
who signs a waiver of notice, in person or by proxy, either before or after the
meeting.

     Section 4. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of the shareholders except as otherwise provided by statute, by the articles of
incorporation, or by these by-laws. If a quorum is not present or represented at
any meeting of the shareholders, a majority of the shareholders entitled to vote
thereat, present in person or represented by proxy, may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than 30 days, or if after the adjournment a new record
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.

     Section 5. Order of Business. At the annual meeting of shareholders the
order of business shall be as follows:

     1.   Calling meeting to order.
     2.   Proof of notice of meeting.
     3.   Reading of minutes of last previous annual meeting.
     4.   Reports of officers.
     5.   Reports of committees.
     6.   Election of directors.
     7.   Miscellaneous business.

     Section 6. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is open upon which by express provision of law or of the
articles of incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of the question. Each
shareholder shall at every meeting of the shareholders be entitled to one vote,
in person or by proxy, for each share of the capital stock having voting power
registered in his name on the books of the corporation, but no proxy shall be
voted or acted upon after 11 months from its date, unless otherwise provided in
the proxy.

     Section 7. Consent of Shareholders. Any action required or permitted to be
taken at any meeting of the shareholders may be taken without a meeting if all
of the shareholders consent thereto in writing, setting forth the action so
taken. Such consent shall have the same force and effect as a unanimous vote of
shareholders.

     Section 8. List of Shareholders. The corporation shall keep at its
registered office or principal-place of business, or at the office of its
transfer agent or registrar, a record of its



                                       2
<PAGE>


shareholders, giving their names and addresses and tat number, class and series,
if any, of the shares held by each. The officer who has charge of the stock
transfer books of the corporation shall prepare and make, before every meeting
of shareholders or any adjournment thereof, a complete list of the shareholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number and class and series, if
any, of shares held by each. The list shall be produced and kept open at the
time and place of the meeting and shall be subject to inspection by any
shareholder during the whole time of the meeting for the purposes thereof. The
said list may be the corporation's regular record of shareholders if it is
arranged in alphabetical order or contains an alphabetical index.

     Section 9. Advance Notice of Shareholder Proposals. At any annual or
special meeting of shareholders, proposals by shareholders and persons nominated
for election as directors by shareholders shall be considered only if advance
notice thereof has been timely given as provided herein and such proposals or
nominations are otherwise proper for consideration under applicable law and the
articles of incorporation and by-laws of the corporation. Notice of any proposal
to be presented by any shareholder or of the name of any person to be nominated
by any shareholder for election as a director of the corporation at any meeting
of shareholders shall be delivered to the secretary of the corporation at its
principal executive office not less than 60 nor more than 90 days prior to the
date of the meeting; provided, however, that if the date of the meeting is first
publicly announced or disclosed (in a public filing or otherwise) less than 70
days prior to the date of the meeting, such advance notice shall be given not
more than ten days after such date is first so announced or disclosed. Public
notice shall be deemed to have been given more than 70 days in advance of the
annual meeting if the corporation shall have previously disclosed, in these
by-laws or otherwise, that the annual meeting in each year is to be held on a
determinable date, unless and until the Board determines to hold the meeting on
a different date. Any shareholder who gives notice of any such proposal shall
deliver herewith the text of the proposal to be presented and a brief written
statement of the reasons why such shareholder favors the proposal and setting
forth such shareholder's name and address, the number and class of all shares of
each class of stock of the corporation beneficially owned by such shareholder
and any material interest of such shareholder in the proposal (other than as a
shareholder). Any shareholder desiring to nominate any person for election as a
director of the corporation shall deliver with such notice a statement in
writing setting forth the name of the person to be nominated, the number and
class of all shares of each class of stock of the corporation beneficially owned
by such person, the information regarding such person required by paragraphs
(a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission applicable to the
corporation), such person's signed consent to serve as a director of the
corporation if elected, such shareholder's name and address and the number and
class of all shares of each class of stock of the corporation beneficially owned
by such shareholder. As used herein, shares "beneficially owned" shall mean all
shares as to which such person, together with such person's affiliates and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934,
may be deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate



                                       3
<PAGE>


to the conduct of the meeting, shall determine whether such notice has been duly
given and shall direct that proposals and nominees not be considered if such
notice has not been given.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. Powers. Except as otherwise provided by any legal agreement
among shareholders, the property, affairs and business of the corporation shall
be managed and directed by its board of directors, which may exercise all powers
of the corporation and do all lawful acts and things which are not by law, by
any legal agreement among shareholders, by the articles of incorporation or by
these by-laws directed or required to be exercised or done by the shareholders.

     Section 2. Number, Election and Term. The number of directors which shall
constitute the whole board shall be eleven (11). Provided, however, the number
of directors may be increased or decreased from time to time by the board of
directors by amendment of this by-law, but no decrease shall have the effect of
shortening the term of an incumbent director. Except as hereinafter provided,
the directors shall be elected by plurality vote at the annual meeting of
shareholders, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation, removal from office or
death. Directors shall be natural persons who have attained the age of 18 years,
but need not be residents of the State of Georgia or shareholders of the
corporation.

     Section 3. Vacancies. Vacancies, including vacancies resulting from any
increase in the number of directors, but not including vacancies resulting from
removal from office by the shareholders, may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced. If there are no directors in office, then vacancies shall be filled
through election by the shareholders.

     Section 4. Meetings and Notice. The board of directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Georgia. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by
resolution of the board. Special meetings of the board may be called by the
chairman of the board or president or by any two directors on one day's oral,
telegraphic or written notice duly given or served on each director personally,
or three days' notice deposited, first class postage (air mail postage if the
address is outside of the United States) prepaid, in the United States mail.
Such notice shall state a reasonable time, date and place of meeting, but the
purpose need not be stated therein. Notice need not be given to any director who
signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and
waiver of all objections to the place and time of the meeting, or the manner in
which it has been called or convened except



                                       4
<PAGE>


when the director states, at the beginning of the meeting, any such objection or
objections to the transaction of business.

     Section 5. Quorum. At all meetings of the board a majority of directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board, except as may be otherwise specifically provided
by law, by the articles of incorporation, or by these by-laws. If a quorum shall
not be present at any meeting of the board, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 6. Conference Telephone Meeting. Unless the articles of
incorporation or these by-laws otherwise provide, members of the board of
directors, or any committee designated by the board, may participate in a
meeting of the board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other. Participation in the meeting shall constitute presence in
person.

     Section 7. Consent of Directors. Unless otherwise restricted by the
articles of incorporation or these by-laws, any action required or permitted to
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, setting forth the action so taken, and
the writing or writings are filed with the minutes of the proceedings of the
board or committee. Such consent shall have the same force and effect as a
unanimous vote of the board.

     Section 8. Committees. The board of directors may, by resolution passed by
a majority of the whole board, designate from among its members one or more
committees, each committee to consist of two or more directors. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of such committee. Any such committee,
to the extent provided in the resolution, shall have and may exercise all of the
authority of the board of directors in the management of the business and
affairs of the corporation except that it shall have no authority with respect
to (1) amending the articles of incorporation or these by-laws; (2) adopting a
plan of merger or consolidation; (3) the sale, lease, or exchange or other
disposition of all or substantially all of the property and assets of the
corporation; and (4) a voluntary dissolution of the corporation or a revocation
thereof. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors. A
majority of each committee may determine its action and may fix the time and
places of its meetings, unless otherwise provided by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.

     Section 9. Removal of Directors. At any shareholders' meeting with respect
to which notice of such purpose has been given, any director may be removed from
office, with or without cause, by the vote of shareholders representing a
majority of the issued and outstanding capital stock entitled to vote for the
election of directors, and his successor may be elected at the same or any
subsequent meeting of shareholders; provided that to the extent any vacancy
created by such



                                       5
<PAGE>


removal is not filled by such an election within 60 days after such removal, the
remaining directors shall, by majority vote, fill any such vacancy.

     Section 10. Compensation of Directors. Directors shall be entitled to such
reasonable compensation for their services as directors or members of any
committee of the board as shall be fixed from time to time by resolution adopted
by the board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending any meeting of the board or any such committee.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. Number. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a president, a
secretary and a treasurer. The board of directors may also choose one or more
vice-presidents, assistant secretaries and assistant treasurers. Any number of
offices, except the offices of president and secretary may be held by the same
person. The board of directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.

     Section 2. Compensation. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors or a committee or officer
appointed by the board.

     Section 3. Term of Office. Unless otherwise provided by resolution of the
board of directors, the principal officers shall be chosen annually by the board
at the first meeting of the board following the annual meeting of shareholders
of the corporation, or as soon thereafter as is conveniently possible.
Subordinate officers may be elected from time to time. Each officer shall serve
until his successor shall have been chosen and qualified, or until his death,
resignation or removal.

     Section 4. Removal. Any officer may be removed from office at any time,
with or without cause, by the board of directors whenever in its judgment the
best interest of the corporation will be served thereby.

     Section 5. Vacancies. Any vacancy in an office resulting from any cause may
be filled by the board of directors.

     Section 6. Powers and Duties. Except as hereinafter provided, the officers
of the corporation shall each have such powers and duties as generally pertain
to their respective offices, as well as such powers and duties as from time to
time may be conferred by the board of directors.


     (a). Chairman of the Board. The chairman of the board shall preside at all
meetings of the shareholders and the board of directors. Except where by law the
signature of the president


                                       6
<PAGE>


is required, the chairman shall possess the same power as the president to sign
all certificates representing shares of the capital stock of the corporation and
all bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation.

     (b) Vice Chairman of the Board. The vice chairman of the board shall in the
absence of the chairman of the board preside at all meetings of the shareholders
and the board of directors, and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

     (c) President. The president shall be the chief executive officer of the
corporation, and in the absence of the vice chairman of the board shall preside
at all meetings of the shareholders and the board of directors. The president
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors are carried
into effect. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.


     (d) Vice-President. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice presidents in the order designated, or in the
absence of any designation, then in order of their election) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

     (e) Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or pause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     (f) Assistant Secretary. The assistant secretary or if there be more than
one, the assistant secretaries in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.



                                       7
<PAGE>


     (g) Treasurer. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the chairman of the board, the president and the board of directors, at its
regular meetings, or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of the corporation.
If required by the board of directors, he shall give the corporation a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     (h) Assistant Treasurer. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

     Section 7. Voting Securities of the Corporation. Unless otherwise ordered
by the board of directors, the chairman of the board and the president shall
each have full power and authority on behalf of the corporation to attend and to
act and vote at any meetings of security holders of corporations in which the
corporation may hold securities, and at such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities which the corporation might have possessed and exercised if it had
been present. The board of directors by resolution from time to time may confer
like powers upon any other person or persons.


                                    ARTICLE V

                                   CERTIFICATE

     Section 1. Form of Certificate. Every holder of fully-paid stock in the
corporation shall be entitled to have a certificate in such form as the board of
directors may from time to time prescribe.

     Section 2. Lost Certificates. The board of directors may direct that a new
certificate be issued in place of any certificate theretofore issued by the
corporation and alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal



                                       8
<PAGE>


representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

     Section 3. Transfers. (a) Transfers of shares of the capital stock of the
corporation shall be made only on the books of the corporation by the registered
holder thereof, or by his duly authorized attorney, or with a transfer clerk or
transfer agent appointed as provided in Section 5 of this Article, and on
surrender of the certificates for such shares properly endorsed and the payment
of all taxes thereon.

     (b) The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and for all other purposes, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

     (c) Shares of capital stock may be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificates or by separate written power of attorney to sell,
assign and transfer the same, signed by the record holder thereof, or by his
duly authorized attorney-in-fact, but no transfer shall affect the right of the
corporation to pay any dividend upon the stock to the holder of record as the
holder in fact thereof for all purposes, and no transfer shall be valid, except
between the parties thereto, until such transfer shall have been made upon the
books of the corporation as herein provided.

     (d) The board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these by-laws or the
articles of incorporation, concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.

     Section 4. Record Date. In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than 50 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. If no record date is fixed
for the determination of shareholders entitled to notice of and to vote at any
meeting of shareholders, the record date shall be at the close of business on
the day next preceding the day on which the notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. If no record date is fixed for other purposes, the record date
shall be at the close of business on the day next preceding the day on which the
board of directors adopts the resolution relating thereto. A determination of
shareholders of record



                                       9
<PAGE>


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 adjourned meeting.

     Section 5. Transfer Agent and Registrar. The board of directors may appoint
one or more transfer agents or one or more transfer clerks and one or more
registrars, and may require all certificates of stock to bear the signature or
signatures of any of them.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meetings, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock, subject to the provisions of the articles of
incorporation. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

     Section 3. Seal. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal"
and "Georgia". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. In the event it is inconvenient
to use such a seal at any time, the signature of the corporation followed by the
word "Seal" enclosed in parentheses shall be deemed the seal of the corporation.

     Section 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:

     (l) A balance sheet showing in a reasonable detail the financial condition
of the corporation as of the close of its fiscal year, and

     (2) A profit and loss statement showing the results of its operations
during its fiscal year. Upon 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.



                                       10
<PAGE>




                                   ARTICLE VII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1. Right of Indemnification and Standards of Conduct. Every person
(and the heirs and legal representatives of such person) who is or was a
director or officer of this corporation or any other corporation of which he
served as such at the request of this corporation and of which this corporation
directly or indirectly is a shareholder or creditor, or in which the stocks,
bonds, securities or other obligations of which it is in any way interested, may
in accordance with Section 2 hereof be indemnified for any liability and expense
that may be incurred by him in connection with or resulting from any threatened,
pending or completed action, suit or proceedings, whether civil, criminal,
administrative or investigative (whether brought by or in the right of this
corporation or otherwise), or in connection with any appeal relating thereto, in
which he may become involved, as a party or prospective party or otherwise, by
reason of his being or having been a director or officer of this corporation or
such other corporation, or by reason of any action taken or not taken in his
capacity as such director or officer or as a member of any committee appointed
by the board of directors of this corporation to act for, in the interest of, or
on behalf of this corporation, whether or not he continues to be such at the
time such liability or expense shall have been incurred; provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of this corporation and, in addition, with respect
to any criminal action or proceeding, did not have reasonable cause to believe
that his conduct was unlawful. As used in this Article, the terms "liability"
and "expense" shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines or penalties, and amounts paid in
compromise or settlement by a director or officer. The termination of any claim,
action suit or proceeding, by judgment, order, compromise, settlement (with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a director or
officer did not meet the standards of conduct set forth in this Section.

     Section 2. Determination of Right of Indemnification. Every person (and the
heirs and legal representatives of such person) referred to in Section 1 hereof
who has been wholly successful, on the merits or otherwise, with respect to any
claim, action, suit or proceeding of the character described in Section 1 hereof
shall be entitled to indemnification as of right without any further action or
approval by the board of directors. Except as provided in the immediately
preceding sentence, any indemnification under Section 1 next above shall be made
at the discretion of this corporation, but only if (a) the board of directors,
acting by majority vote of a quorum consisting of directors who were not parties
to such claim, action, suit or proceeding, present or voting, shall find that
the director or officer has met the standard of conduct set forth in Section 1
hereof, or (b) if no such quorum of the board exists, independent legal counsel
selected by any Judge of the United States District Court for the Northern
District of Georgia, at the request of either the corporation or the person
seeking indemnification, shall deliver to the corporation their written opinion
that such director or officer has met such standards, or (c) the holders of a
majority of stock then entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met such
standards.



                                       11
<PAGE>



Notwithstanding the foregoing, no officer or director who was or is a party to
any action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was an officer or director of
this or such other corporation shall be determined in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to this corporation
unless and except to the extent that the Court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court shall
deem proper.

     Section 3. Advance of Expenses. Expenses incurred with respect to any
claim, action, suit or proceeding of the character described in Section 1 of
this Article VII may be advanced by the corporation prior to the final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification under this Article.

     Section 4. Rights of Indemnification Cumulative. The rights of
indemnification provided in this Article VII shall be in addition to any rights
to which any such director or officer or other person may otherwise be entitled
under any by-law, agreement, vote of shareholders, or otherwise, and shall be in
addition to the power of the corporation to purchase and maintain insurance on
behalf of any such director or officer or other person against any liability
asserted against him and incurred by him in such capacity, or arising out of his
status as such, regardless of whether the corporation would have the power to
indemnify him against such liability under this Article or otherwise.

     Section 5. Statement to Stockholders. If any expenses or other amounts are
paid by way of indemnification, otherwise than by court order or action by the
shareholders or by an insurance carrier pursuant to insurance maintained by the
corporation, the corporation shall, not later than the next annual meeting of
shareholders unless such meeting is held within three months from the date of
such payment, and, in any event, within 15 months from the date of such payment,
send by first class mail to its shareholders of record at the time entitled to
vote for the election of directors a statement specifying the person paid, the
amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation.

                                  ARTICLE VIII

                                   AMENDMENTS

     The board of directors shall have power to alter, amend or repeal the
by-laws or adopt new by-laws by majority vote of all of the directors, but any
by-laws adopted by the board of directors may be altered, amended or repealed
and new by-laws adopted, by the shareholders by majority vote of all of the
shares having voting power.



                                       12