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                                                                    EXHIBIT 3(5)

                                  AMENDMENT TO
                         THE AMENDED AND RESTATED BYLAWS
                                OF SHOLODGE, INC.
                            ADOPTED ON JULY 31, 1996


         The Amended and Restated Bylaws of ShoLodge, Inc. were amended on July
31, 1996 by inserting in Article I thereof a new Section 1.8 as follows:

                  1.8. Notice of Shareholder Business and Nominations.

                  (a) Annual Meetings of Shareholders.

                           (1) Nominations of persons for election to the Board
         of Directors of the Corporation and the proposal of business to be
         considered by the shareholders may be made at an annual meeting of
         shareholders (A) pursuant to the Corporation's notice of meeting, (B)
         by or at the direction of the Board of Directors or (C) by any
         shareholder of the Corporation who was a shareholder of record at the
         time of giving of notice provided for in this Bylaw, who is entitled to
         vote at the meeting and who complies with the notice procedures set
         forth in this Bylaw.

                           (2) For nominations or other businesses to be
         properly brought before an annual meeting by a shareholder pursuant to
         clause (C) of paragraph (a)(1) of this Bylaw, the shareholder must have
         given timely notice thereof in writing to the Secretary of the
         Corporation and such other business must otherwise be a proper matter
         for shareholder action. To be timely, a shareholder's notice shall be
         delivered to the Secretary at the principal executive offices of the
         Corporation not later than the close of business on the 60th day nor
         earlier than the close of business on the 90th day prior to the first
         anniversary of the preceding year's annual meeting; provided, however,
         that in the event that the date of the annual meeting is more than 30
         days before or more than 60 days after such anniversary date, notice by
         the shareholder to be timely must be so delivered not earlier than the
         close of business on the 90th day prior to such annual meeting and not
         later than the close of business on the later of the 60th day prior to
         such annual meeting or the 10th day following the day on which public
         announcement of the date of such meeting is first made by the
         Corporation. In no event shall the public announcement of an
         adjournment of an annual meeting commence a new time period for the
         giving of a shareholder's notice as described above. Such shareholder's
         notice shall set forth (A) as to each person whom the shareholder
         proposes to nominate for election or reelection as a director all
         information relating to such person that is required to be disclosed in
         solicitations of proxies for election 






                                       
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         of directors in an election contest, or is otherwise required, in each
         case pursuant to Regulation 14A under the Securities Exchange Act of
         1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder
         (including such person's written consent to being named in the proxy
         statement as a nominee and to serving as a director if elected); (B) as
         to any other business that the shareholder proposes to bring before the
         meeting, a brief description of the business desired to be brought
         before the meeting, the reasons for conducting such business at the
         meeting and any material interest in such business of such shareholder
         and the beneficial owner, if any, on whose behalf the proposal is made;
         and (C) as to the shareholder giving the notice and the beneficial
         owner, if any, on whose behalf the nomination or proposal is made (i)
         the name and address of such shareholder, as they appear on the
         Corporation's books, and of such beneficial owner and (ii) the class
         and number of shares of the Corporation which are owned beneficially
         and of record by such shareholder and such beneficial owner.

                           (3) Notwithstanding anything in the second sentence
         of paragraph (a)(2) of this Bylaw to the contrary, in the event that
         the number of directors to be elected to the Board of Directors of the
         Corporation is increased and there is no public announcement by the
         Corporation naming all of the nominees for director or specifying the
         size of the increased Board of Directors at least 70 days prior to the
         first anniversary of the preceding year's annual meeting, a
         shareholder's notice required by this Bylaw shall also be considered
         timely, but only with respect to nominees for any new positions created
         by such increase, if it shall be delivered to the Secretary at the
         principal executive offices of the Corporation not later than the close
         of business on the 10th day following the day on which such public
         announcement is first made by the Corporation.

                  (b) Special Meetings of Shareholders. Only such business shall
         be conducted at a special meeting of shareholders as shall have been
         brought before the meeting pursuant to the Corporation's notice of
         meeting. Nominations of persons for election to the Board of Directors
         may be made at a special meeting of shareholders at which directors are
         to be elected pursuant to the Corporation's notice of meeting (A) by or
         at the direction of the Board of Directors or (B) provided that the
         Board of Directors has determined that directors shall be elected at
         such meeting, by any shareholder of the Corporation who is a
         shareholder of record at the time of giving of notice provided for in
         this Bylaw, who shall be entitled to vote at the meeting and who
         complies with the notice procedures set forth in this Bylaw. In the
         event the Corporation calls a special meeting of shareholders for the
         purpose of electing one or more directors to the Board of Directors,
         any such shareholder may nominate a person or persons (as the case may
         be), for election to such position(s) as specified in the Corporation's
         notice of meeting, if the shareholder's notice required by paragraph
         (a)(2) of this Bylaw shall be delivered to the Secretary at the
         principal executive offices of the Corporation not earlier than the
         close of business on the 90th day prior to such special meeting and not
         later than the close of business on the later of the 60th day prior to
         such 






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         special meeting or the 10th day following the day on which public
         announcement is first made of the date of the special meeting and of
         the nominees proposed by the Board of Directors to be elected at such
         meeting. In no event shall the public announcement of an adjournment of
         a special meeting commence a new time period for the giving of a
         shareholder's notice as described above.

                  (c)      General.

                           (1) Only such persons who are nominated in accordance
         with the procedures set forth in this Bylaw shall be eligible to serve
         as directors, except as otherwise provided in Article II below. Only
         such business shall be conducted at a meeting of the shareholders as
         shall have been brought before the meeting in accordance with the
         procedures set forth in this Bylaw. Except as otherwise provided by
         law, the Charter or these Bylaws, the Chairman of the meeting shall
         have the power and duty to determine whether a nomination or any
         business proposed to be brought before the meeting was made or
         proposed, as the case may be, in accordance with the procedures set
         forth in this Bylaw and, if any proposed nomination or business is not
         in compliance with this Bylaw, to declare that such defective proposal
         or nomination shall be disregarded.

                           (2) For purposes of this Bylaw, "public announcement"
         shall mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press or comparable national news service or in a
         document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
         Act.

                           (3) Notwithstanding the foregoing provisions of this
         Bylaw, a shareholder shall also comply with all applicable requirements
         of the Exchange Act and the rules and regulations thereunder with
         respect to the matters set forth in this Bylaw. Nothing in this Bylaw
         shall be deemed to affect any rights (A) of shareholders to request
         inclusion of proposals in the Corporation's proxy statement pursuant to
         Rule 14a-8 under the Exchange Act or (B) of the holders of the
         Corporation's Series A Redeemable Nonparticipating Stock or any series
         of Preferred Stock to elect directors under specified circumstances.



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