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                                                                   EXHIBIT 3.2

                           SECOND AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 GEVITY HR, INC.

                                    PREAMBLE

         These Bylaws are subject to, and governed by, the Florida Business
Corporation Act (the "Florida Act") and the Articles of Incorporation (the
"Articles of Incorporation") of Gevity HR, Inc., a Florida corporation (the
"Corporation"). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Florida Act or the provisions
of the Articles of Incorporation, as amended, such provisions of the Florida Act
or the Articles of Incorporation, as the case may be, will be controlling.

                               ARTICLE I: OFFICES

         1.1 Registered Office and Agent. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Florida.

         1.2 Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Florida, as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.

                      ARTICLE II: MEETINGS OF SHAREHOLDERS

         2.1 Annual Meeting. An annual meeting of shareholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the shareholders shall elect directors and transact
such other business as may be properly brought before the meeting.

         2.2 Special Meeting. A special meeting of the shareholders may be
called by the Board of Directors pursuant to a resolution adopted by a majority
of the Classified Directors (as defined in Section 3.2 hereof) then serving, by
the Chairman of the Board, or by written demand of any holder or holders of
record of at least twenty-five percent (25%) of the outstanding shares of
capital stock of the Corporation then entitled to vote on any matter for which
the respective special meeting is being called (considered for this purpose as
one class), such demand stating the purpose or purposes for which the meeting is
called. Subject to the requirements for notice stated in Section 2.4 hereof, a
special meeting shall be held on such date and at such time as shall be
designated by the person(s) calling the meeting and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a

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special meeting as may be stated or indicated in the notice of such meeting
given in accordance with these Bylaws or in a duly executed waiver of notice of
such meeting.

         2.3 Place of Meetings. An annual meeting of shareholders may be held at
any place within or without the State of Florida designated by the Board of
Directors. A special meeting of shareholders may be held at any place within or
without the State of Florida designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of shareholders shall be
held at the principal offices of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.4 Notice. Written or printed notice stating the place, day, and time
of each meeting of the shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or person(s) calling the meeting, to each shareholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such shareholder at his or her address as it
appears on the records of the Corporation, unless he or she shall have filed
with the Secretary of the Corporation a written request that notices to him or
her be mailed to some other address, in which case it shall be directed to him
or her at such other address. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend such meeting in person
or by proxy and who shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.

         2.5 Notice of Shareholder Business; Nomination of Director Candidates.
             -----------------------------------------------------------------

                  (a) At annual or special meetings of the shareholders, only
         such business shall be conducted as shall have been brought before
         meetings (i) pursuant to the Corporation's notice of meeting, (ii) by
         or at the direction of the Board of Directors, or (iii) by any
         shareholder of the Corporation who is a shareholder of record at the
         time of giving of notice provided for in this Section 2.5, who shall be
         entitled to vote at such meeting, and who complies with the notice
         procedures set forth in this Section 2.5.

                  (b) Only persons who are nominated in accordance with the
         procedures set forth in these Bylaws shall be eligible to serve as
         directors. Nominations of persons for election to the Board of
         Directors may be made at an annual or special meeting of shareholders
         (i) by or at the direction of the Board of Directors, (ii) by any
         shareholder of the Corporation who is a shareholder of record at the
         time of giving of notice provided for in this Section 2.5, who shall be
         entitled to vote for the election of directors at the meeting, and who
         complies with the notice procedures set forth in this Section 2.5.

                  (c) A shareholder must give timely, written notice to the
         Secretary of the Corporation to nominate directors at an annual or
         special meeting pursuant to Section 2.5(b) hereof or to propose
         business to be brought before an annual or special meeting pursuant to
         clause (iii) of Section 2.5(a) hereof. Except as provided in Section
         2.5(e), a shareholder's notice must be received at the principal
         executive offices of the Corporation

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         on or before the deadline for submitting shareholder proposals
         pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act") but not more than thirty (30) days before
         such deadline. Such shareholder's notice shall set forth (i) with
         respect to each matter, if any, that the shareholder proposes to bring
         before the meeting, a brief description of the business desired to be
         brought before the meeting and the reasons for conducting such
         business at the meeting, (ii) with respect to each person, if any,
         whom the shareholder proposes to nominate for election or re-election
         as a director, all information relating to such person (including such
         person's written consent to being named in the proxy statement as a
         nominee and to serving as a director) that is required under the
         Exchange Act, (iii) the name and address, as they appear on the
         Corporation's records, of the shareholder proposing such business or
         nominating such persons (as the case may be), and the name and address
         of the beneficial owner, if any, on whose behalf the proposal or
         nomination is made, (iv) the class and number of shares of capital
         stock of the Corporation that are owned beneficially and of record by
         such shareholder of record and by the beneficial owner, if any, on
         whose behalf the proposal or nomination is made, and (v) any material
         interest or relationship that such shareholder of record and/or the
         beneficial owner, if any, on whose behalf the proposal or nomination
         is made may respectively have in such business or with such nominee.
         At the request of the Board of Directors, any person nominated for
         election as a director shall furnish to the Secretary of the
         Corporation the information required to be set forth in a
         shareholder's notice of nomination which pertains to the nominee.

                  (d) Notwithstanding anything in these Bylaws to the contrary,
         no business shall be conducted, and no person shall be nominated to
         serve as a director, at an annual or special meeting of shareholders,
         except in accordance with the procedures set forth in this Section 2.5
         and elsewhere in these Bylaws. The chairman of the meeting shall, if
         the facts warrant, determine that business was not properly brought
         before the meeting, or that a nomination was not made, in accordance
         with the procedures prescribed by these Bylaws and, if he or she shall
         so determine, he or she shall so declare to the meeting, and any such
         business not properly brought before the meeting shall not be
         transacted and any defective nomination shall be disregarded.
         Notwithstanding the foregoing provisions of these Bylaws, 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 Section 2.5.

         2.6 Voting List. Prior to each meeting of shareholders, the Secretary
or other officer of the Corporation who has responsibility of the Corporation's
stock ledger, either directly or through another officer appointed by him or her
or through a transfer agent appointed by the Board of Directors, shall prepare a
complete list of shareholders entitled to vote thereat, arranged in alphabetical
order and showing the address of each shareholder and number of shares of
capital stock registered in the name of each shareholder. The shareholders' list
must be available for inspection by any shareholder for a period of ten (10)
days prior to the meeting or such shorter time as exists between the record date
and the meeting and continuing through the meeting. To the extent required by
law, such list shall be kept on file at a place within the city where the
meeting is to be held, which place shall be specified in the notice of meeting
or a duly executed waiver of notice of such meeting or, if not so specified, at
the place where the meeting

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is to be held and shall be open to examination by any shareholder during
ordinary business hours. Such list shall be produced at such meeting and kept at
the meeting at all times during such meeting and may be inspected by any
shareholder who is present.

         2.7 Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of shareholders, except as otherwise provided
by law, the Articles of Incorporation, or these Bylaws. If a quorum shall not be
present, in person or by proxy, at any meeting of shareholders, the shareholders
entitled to vote thereat who are present, in person or by proxy (or, if no
shareholder entitled to vote is present, any officer of the Corporation), may
adjourn the meeting from time to time without notice other than announcement at
the meeting (unless the Board of Directors, after such adjournment, fixes a new
record date for the adjourned meeting), until a quorum shall be present, in
person or by proxy. At any adjourned meeting at which a quorum shall be present,
in person or by proxy, any business may be transacted which may have been
present; provided that, if after the adjournment a new record date is fixed for
the adjourned meeting, which the board of directors must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting.

         2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares of capital stock entitled to vote thereat who are present, in person or
by proxy, shall decide any question brought before such meeting, unless the
question is one on which, by express provision of law, the Articles of
Incorporation, or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
shareholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         2.9 Method of Voting; Proxies. Except as otherwise provided in the
Articles of Incorporation (including any amendment thereto that designates a
class or series of preferred stock) or by law, each outstanding share of capital
stock, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. Elections of directors need
not be by written ballot. At any meeting of shareholders, every shareholder
having the right to vote may vote either in person or by a proxy executed in
writing by the shareholder or by his or her duly authorized attorney-in-fact.
Each such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. If no
date is stated in a proxy, such proxy shall be presumed to have been executed on
the date of the meeting at which it is to be voted. Each proxy shall be
revocable unless expressly provided therein to be irrevocable and coupled with
an interest sufficient in law to support an irrevocable power or unless
otherwise made irrevocable by law.

         2.10 Record Date. For the purpose of determining shareholders entitled
(a) to notice of or to vote at any meeting of shareholders or any adjournment
thereof, (b) to receive payment of any dividend or other distribution or
allotment of any rights, or (c) to exercise any rights in respect of any change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the

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Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, for any such determination of shareholders, such date in any
case to be not more than seventy (70) days and not less than ten (10) days prior
to such meeting nor more than seventy (70) days prior to any other action. If no
record date is fixed:

                  (i) The record date for determining shareholders entitled to
         notice of or to vote at a meeting of shareholders shall be at the close
         of business on the day next preceding the day on which 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.

                  (ii) The record date for determining shareholders for any
         other purpose shall be at the close of business on the day on which the
         Board of Directors adopts the resolution relating thereto.

                  (iii) 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; provided, however, that the Board of
         Directors may fix a new record date for the adjourned meeting and shall
         fix a new record date in case the meeting is adjourned to a date more
         than 120 after the date fixed for the original meeting.

         2.11 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the Vice-Chairman of the Board, if such office has been filled,
and, if not or if the Vice Chairman of the Board is absent or otherwise unable
to act, the President shall preside at all meetings of shareholders. The
Secretary shall keep the records of each meeting of shareholders. In the absence
or inability to act for any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the
meeting.

                             ARTICLE III: DIRECTORS

         3.1 Management. The business and property of the Corporation shall be
managed by the Board of Directors. Subject to the restrictions imposed by law,
the Articles of Incorporation, or these Bylaws, the Board of Directors may
exercise all the powers of the Corporation.

         3.2 Number; Qualification; Election; Term. The Board of Directors shall
consist of no fewer than five (5) and no more than twelve (12) directors (plus
such number of directors as may be elected from time to time pursuant to the
terms of any class or series of preferred stock that may be issued and
outstanding from time to time). The exact number of directors shall be the
number fixed from time to time by resolution of the Board of Directors. The
directors of the Corporation (exclusive of directors who are elected pursuant to
the terms of, and serve as representatives of the holders of, any series of
preferred stock of the Corporation) shall be referred to herein as "Classified
Directors" and shall be divided into three classes, with the first class
referred to herein as "Class I," the second class as "Class II," and the third
class as "Class III." Each class shall consist as nearly as possible of
one-third (1/3) of the total number of

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directors making up the entire Board of Directors. The term of office of the
initial Class I directors shall expire at the 2000 annual meeting of
shareholders, the term of office of the initial Class II directors shall expire
at the 1999 annual meeting of shareholders, and the term of office of the
initial Class III directors shall expire at the 1998 annual meeting of
shareholders, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of shareholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
shareholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by series or by class (excluding holders of common
stock), to elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies, and other features of such
directorships shall be governed by the terms of the Articles of Incorporation
(including any amendment to the Articles of Incorporation that designates a
series of preferred stock), and such directors so elected by the holders of
preferred stock shall not be divided into classes pursuant to this Section 3.2
unless expressly provided by the terms of the Articles of Incorporation.

         3.3 Change in Number. No decrease in the number of directors
constituting the entire Board of Directors shall have the effect of shortening
the term of any incumbent director.

         3.4 Removal; Vacancies.

                  (a) Any or all Classified Directors may be removed, but only
         for cause, at any annual or special meeting of shareholders, upon the
         affirmative vote of the holders of a majority of the outstanding shares
         of each class of capital stock of the Corporation then entitled to vote
         in person or by proxy at an election of such Classified Directors,
         provided that notice of the intention to act upon such matter shall
         have been given in the notice calling such meeting. Newly created
         directorships resulting from any increase in the authorized number of
         Classified Directors, and any vacancies occurring in the Board of
         Directors, whether caused by death, resignation, retirement,
         disqualification, removal or other termination from office of any
         Classified Director or otherwise, may be filled by the vote of a
         majority of the Classified Directors then in office, though less than a
         quorum, or by the affirmative vote, at any annual meeting or any
         special meeting of the shareholders called for the purpose of filling
         such directorship, of the holders of a majority of the outstanding
         shares of each class of capital stock then entitled to vote in person
         or by proxy at an election of such Classified Directors. Each successor
         Classified Director so chosen shall hold office until the next election
         of the class for which such director shall have been chosen and until
         his or her respective successor shall have been duly elected and
         qualified.

                  (b) Unless otherwise provided by the terms of the Articles of
         Incorporation (including any amendment thereto that designates a series
         of preferred stock), any or all directors other than Classified
         Directors may be removed, with or without cause, at any annual or
         special meeting of shareholders, upon the affirmative vote of the
         holders of a

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         majority of the outstanding shares of each class of capital stock then
         entitled to vote in person or by proxy at an election of such
         directors, provided that notice of the intention to act upon such
         matter shall have been given in the notice calling such meeting.
         Unless otherwise provided by the terms of the Articles of
         Incorporation (including any amendment thereto that designates a class
         or series of preferred stock), any vacancies occurring in the Board of
         Directors caused by death, resignation, retirement, disqualification,
         removal or other termination from office of any directors other than
         Classified Directors may be filled by the vote of a majority of the
         Board of Directors then in office, though less than a quorum, or by
         the affirmative vote, at any annual meeting or any special meeting of
         the shareholders called for the purpose of filling such directorship,
         of the holders of a majority of the outstanding shares of each class
         of capital stock then entitled to vote in person or by proxy at an
         election of such directors. Each successor director so chosen shall
         hold office until the next election of the class for which such
         director shall have been chosen and until his or her respective
         successor shall have been duly elected and qualified.

         3.5 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the records of the Corporation, except as otherwise
provided by law, in such place or places within or without the State of Florida
as the Board of Directors may from time to time determine or as shall be
specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

         3.6 Annual Meeting. The Board of Directors may hold an annual meeting,
if a quorum is present, immediately after and at the same place as the annual
meeting of shareholders, and no notice of such meeting shall be necessary.

         3.7 Election of Officers. At the first meeting of the Board of
Directors after each annual meeting of shareholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.

         3.8 Regular Meetings. Regular meetings of the Board of Directors shall
be held at such times and places as shall be designated from time to time by
resolution of the Board of Directors. Notice of such regular meetings shall not
be required.

         3.9 Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the Chairman of the Board, the Vice-Chairman of the
Board, the Chief Executive Officer, the President, or any two directors.

         3.10 Notice. Notice of each special meeting shall be given to each
director at least twenty-four (24) hours before the meeting. Notice of any such
meeting need not be given to any director who, either before or after the
meeting, submits a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
The purpose of any special meeting shall be specified in the notice or waiver of
notice of such meeting.

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         3.11 Quorum; Majority Vote. At all meetings of the Board of Directors,
a majority of the directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the Articles of Incorporation, or these Bylaws, the act of a majority of the
directors present at a meeting at which a quorum is in attendance shall be the
act of the Board of Directors. At any time that the Articles of Incorporation
provides that directors elected by the holders of a class or series of stock
shall have more or less than one vote per director on any matter, every
reference in these Bylaws to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.

         3.12 Procedure. At meetings of the Board of Directors, business shall
be transacted in such order as from time to time the Board of Directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
Vice-Chairman of the Board, if such office has been filled, and, if not or if
the Vice-Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the Board of Directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the Board of Directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the Board of Directors
unless the Board of Directors appoints another person to act as secretary of the
meeting. The Board of Directors shall keep regular minutes of its proceedings
which shall be placed in the minute book of the Corporation.

         3.13 Presumption of Assent. A director of the Corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless (i) he or she objects at the beginning of the meeting (or promptly upon
his or her arrival at the meeting) to the holding of the meeting or transacting
specified business at the meeting, (ii) his or her dissent as to any particular
action shall be entered in the minutes of the meeting, or (iii) unless he or she
shall file his or her written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

         3.14 Compensation. The Board of Directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the Board of
Directors or any committee thereof (including participation in meeting held by
conference telephone call); provided, that nothing contained herein shall be
construed to preclude any director from serving the Corporation in any other
capacity or receiving compensation therefor.

                             ARTICLE IV: COMMITTEES

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         4.1 Designation. The Board of Directors may, by resolution adopted by a
majority of the entire Board of Directors, designate one or more committees,
including without limitation an Executive Committee, Audit Committee,
Compensation Committee and Nominating/Corporate Governance Committee.

         4.2 Number; Qualification; Term; Chairperson. Each committee shall
consist of one (1) or more directors appointed by resolution adopted by a
majority of the entire Board of Directors. The number of committee members may
be increased or decreased from time to time by resolution adopted by a majority
of the entire Board of Directors. Each committee member shall serve as such
until the earliest of (i) the expiration of his or her term as director, (ii)
his or her resignation as a committee member or as a director, or (iii) his or
her removal as a committee member or as a director. The Board of Directors may
designate one (1) person who is a member of each committee to serve as its
chairperson.

         4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and the
property of the Corporation except to the extent expressly restricted by such
resolution or by law, the Articles of Incorporation, or these Bylaws.

         4.4 Committee Changes. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

         4.5 Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or she or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

         4.6 Regular Meetings. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

         4.7 Special Meeting. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two (2) days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

         4.8 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members

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present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The act of a majority of
the members present at any meeting at which a quorum is in attendance shall be
the act of a committee, unless the act of a greater number is required by law,
the Articles of Incorporation, or these Bylaws.

         4.9 Minutes. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the Board of Directors upon the request
of the Board of Directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the Corporation for placement in the
minute books of the Corporation.

         4.10 Compensation. Committee members may be compensated for service on
any committee in an amount approved by the Board of Directors.

         4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such director
by law.

         4.12 Executive Committee. The Board of Directors may, by resolution,
designate three (3) or more of its members to constitute an Executive Committee.
The Executive Committee shall have the power to exercise all of the powers of
the Board of Directors when such action is required to be taken between regular
meetings of the Board of Directors and time is of the essence, as a result of
which it is not practicable to convene a special meeting of the Board of
Directors. Notwithstanding the foregoing, the Executive Committee may not
exercise any power of the Board of Directors if applicable law, the Articles of
Incorporation or these Bylaws of the Corporation, as amended, or any of the
provisions of the Executive Committee Charter prohibit the exercise of such
power. The Executive Committee shall have such additional authority, not
inconsistent with the foregoing, as shall be delegated by the Board of
Directors, as evidenced by the Executive Committee Charter approved by the Board
of Directors or by resolution of the Board of Directors.

         4.13 Other Committees. Each of the Audit Committee, the Compensation
Committee, the Nominating/Corporate Governance Committee, the Investment
Committee, and any other committee as established by the Board of Directors,
shall have such authority as shall be delegated by the Board of Directors, as
evidenced by a committee charter approved by the Board of Directors or by
resolution of the Board of Directors.

         4.14 Qualifications. The committee members of each committee shall meet
such qualifications as are required by law or by the rules and regulations of
the Nasdaq Stock Market, Inc. or any other principal national securities
exchange on which the Corporation's common stock is listed.

                                ARTICLE V: NOTICE

         5.1 Method. Whenever by law, the Articles of Incorporation, or these
Bylaws, notice is required to be given to any committee member, director, or
shareholder and no provision is made as to how such notice shall be given,
personal notice shall not be required and any such notice

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may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or shareholder at his or her address as it appears
on the books or (in the case of a shareholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

         5.2 Waiver. Whenever any notice is required to be given to any
shareholder, director, or committee member of the Corporation by law, the
Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to the giving of such notice.
Attendance of a shareholder, director, or committee member at a meeting shall
constitute a waiver of notice of such meeting, except where such person attends
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                              ARTICLE VI: OFFICERS

         6.1 Number, Titles, Term of Office. The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, and such other
officers as the Board of Directors may from time to time elect or appoint,
including, without limitation, a Vice-Chairman of the Board, one or more Chief
Executive Officer, Chief Financial Officer, one or more Vice Presidents (with
each Vice President to have such descriptive title, if any, as the Board of
Directors shall determine), a Secretary, one or more Assistant Secretaries, and
a Treasurer and one or more Assistant Treasurers. Each officer shall hold office
until his or her successor shall have been duly elected and shall have
qualified, until his or her death, or until he or she shall resign or shall have
been removed in the manner hereinafter provided. Any two (2) or more offices may
be held by the same person. None of the officers need be a shareholder or a
director of the Corporation or a resident of the State of Florida.

         6.2 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         6.3 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal, or otherwise) may be filled by the Board of
Directors.

         6.4 Authority. officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

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         6.5 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors or any committee
thereof; provided, however, that the Board of Directors may delegate the power
to determine the compensation of any officer and agent (other than the officer
to whom such power is delegated) to any other officer of the Corporation.

         6.6 Chairman. The Chairman of the Board shall preside at all meetings
of the Board of Directors and shall exercise such powers and perform such other
duties as shall be determined from time to time by the Board of Directors.

         6.7 Vice-Chairman. The Vice-Chairman shall, in the absence or
disability of the Chairman, exercise the powers and perform the duties of the
Chairman and shall exercise such powers and perform such other duties as shall
be determined from time to time by the Board of Directors.

         6.8 Office of the Chief Executive. The Office of the Chief Executive
shall be occupied by one or more persons appointed by the Board of Directors.
The Chief Executive Officer shall report directly to the Executive Committee of
the Board of Directors and shall have general supervision and direction over the
business and management of the Corporation, subject to the control of the
Executive Committee. The Chief Executive Officer may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Executive Committee, the Board of Directors or these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law otherwise to be signed or executed, and, in general, shall perform all
duties incident to the Office of the Chief Executive and such other duties as
from time to time may be assigned to him or her by the Executive Committee or by
these Bylaws. In the event that the Board of Directors appoints more than one
person to occupy the position of Chief Executive Officer, the term "Chief
Executive Officer" shall refer to each of the Co-Chief Executive Officers so
appointed.

         6.9 President. The President shall assist the Chief Executive Officer
in the management of and supervision and direction over the business and affairs
of the Corporation, subject, however, to the direction of the Chief Executive
Officer and the control of the Board of Directors. The President may, in the
absence of the Chairman, the Vice-Chairman and the Chief Executive Officer, as
the case may be, preside, if present, at each meeting of the shareholders and of
the Board of Directors. The President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed and,
in general, shall perform all duties incident to the office of the President and
such other duties as from time to time may be assigned to him or her by the
Board of Directors, by these Bylaws or by the Chief Executive Officer.

         6.10 Chief Financial Officer. The Chief Financial Officer shall be the
chief financial officer of the Corporation, and shall render to the Board of
Directors, whenever the Board of Directors may require, an account of the
financial condition and results of operation of the

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Corporation; shall make, sign and file financial, tax and similar reports to any
state, federal or municipal government, agency or department, or any
self-regulatory organization; shall provide for the continuous review of all
accounts and reports; and shall perform such other duties as from time to time
may be assigned to him or her by the Board of Directors, by these Bylaws or the
Chief Executive Officer or President.

         6.11 Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to such Vice President
or by the Board of Directors or by the Chief Executive Officer or the President
and shall perform such other duties as may be prescribed in these Bylaws.

         6.12 Secretary; Assistant Secretary. The Secretary or an Assistant
Secretary shall attend all meetings of the shareholders and shall record all the
proceedings of the meetings of the Board of Directors and of the shareholders in
a book to be kept for that purpose, and shall perform like duties for committees
of the Board of Directors, when required. The Secretary or an Assistant
Secretary shall give, or cause to be given, notice of all special meetings of
the Board of Directors and of the shareholders and shall perform such other
duties as may be prescribed by the Board of Directors or by the Chief Executive
Officer, under whose supervision the Secretary shall be. The Secretary shall
have custody of the corporate seal of the Corporation, and the Secretary, or an
Assistant Secretary, shall have authority to impress the same on any instrument
requiring it, and when so impressed the seal may be attested by the signature of
the Secretary or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to impress the seal of
the Corporation and to attest the same by such officer's signature. The
Secretary or an Assistant Secretary may also attest all instruments signed by
the Chairman, the Vice-Chairman, the Chief Executive Officer or the President.
The Secretary shall have charge of all the books, records and papers of the
Corporation relating to its organization and management, shall see that the
reports, statements and other documents required by statute are properly kept
and filed and, in general, shall perform all duties incident to the office of
Secretary of a corporation and such other duties as may from time to time be
assigned to the Secretary by the Board of Directors, by these Bylaws, by the
Chief Executive Officer or by the President.

         6.13 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the Board
of Directors; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined by the Board of Directors and be responsible
for the accuracy of the amounts of all moneys so disbursed; regularly enter or
cause to be entered in books or other records maintained for such purpose full
and adequate accounting of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; render to the Chairman, the Vice-Chairman, the Chief
Executive Officer, the President or the Board of Directors, whenever the
Chairman, the Vice-Chairman, the Chief Executive Officer, the President or the
Board of Directors shall require the Treasurer so to do, an accounting of the
financial condition of the

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Corporation and of all financial transactions of the Corporation; exhibit at all
reasonable times the records and books of account to any of the directors upon
application at the office of the Corporation where such records and books are
kept; disburse the funds of the Corporation as ordered by the Board of
Directors; and, in general, perform all duties incident to the office of
Treasurer of a corporation and such other duties as may from time to time be
assigned to the Treasurer by the Board of Directors, by these Bylaws or by the
Chief Executive Officer or by the President.

         6.14 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board of Directors, by these Bylaws, by the Chief Executive Officer or by the
President.

                   ARTICLE VII: CERTIFICATES AND SHAREHOLDERS

         7.1 Certificates for Shares. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof. If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent, or registrar at the date of issue. The certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued and shall exhibit the holder's name and the
number of shares.

         7.2 Replacement of Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his or her legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond with a surety or sureties satisfactory to the Corporation in such sum as it
may direct as indemnity against any claim, or expense resulting from a claim,
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost or destroyed.

         7.3 Transfer of Shares. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent

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<PAGE>

shall issue a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books.

         7.4 Registered Shareholders. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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.

         7.5 Regulations. The Board of Directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.6 Legends. The Board of Directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the Board of Directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.

                     ARTICLE VIII: MISCELLANEOUS; PROVISIONS

         8.1 Dividends. Subject to provisions of law and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
stock of the Corporation. Such declaration and payment shall be at the
discretion of the Board of Directors.

         8.2 Reserves. There may be created by the Board of Directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Board of Directors shall
consider beneficial to the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

         8.3 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders and Board of Directors and 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 shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.

         8.4 Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

         8.5 Seal. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.

         8.6 Resignations. Any director, committee member, or officer may resign
by so stating at any meeting of the Board of Directors or by giving written
notice to the Board of Directors, the Chairman of the Board, the Vice-Chairman,
the Chief Executive Officer, the President, or the

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Secretary. Such resignation shall take effect at the time specified therein or,
if no time is specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         8.7 Securities of Other Corporations. The Chairman of the Board, the
Vice-Chairman, the Chief Executive Officer, the President, or any Vice President
of the Corporation shall have the power and authority to transfer, endorse for
transfer, vote, consent, or take any other action with respect to any securities
of another issuer which may be held or owned by the Corporation and to make,
execute, and deliver any waiver, proxy, or consent with respect to any such
securities.

         8.8 Telephone Meetings. Shareholders (acting for themselves or through
a proxy), members of the Board of Directors, and members of any committee of the
Board of Directors may participate in and hold a meeting of such shareholders,
Board of Directors, or committee by means of a conference telephone or similar
communications equipment by means of which persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this section
shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         8.9 Action Without a Meeting.

                  (a) Any action required by the Florida Act to be taken at any
         annual or special meeting of the shareholders, or any action which may
         be taken at any annual or special meeting of the shareholders, may not
         be taken without a meeting.

                  (b) Except as otherwise provided in the Articles of
         Incorporation or in these Bylaws, any action required or permitted to
         be taken at a meeting of the Board of Directors, or of any committee of
         the Board of Directors, may be taken without a meeting if a consent or
         consents in writing, setting forth the action so taken, shall be signed
         by all the directors or all the committee members, as the case may be,
         entitled to vote with respect to the subject matter thereof, and such
         consent shall have the same force and effect as a vote of such
         directors or committee members, as the case may be, and may be stated
         as such in any certificate or document filed with the Secretary of
         State of the State of Florida or in any certificate delivered to any
         person. Such consent or consents shall be filed with the minutes of
         proceedings of the Board of Directors or committee, as the case may be.

         8.10 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

         8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation

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against the Corporation unless the resolutions, if any, of the Board of
Directors authorizing such execution expressly state that such attestation is
necessary.

         8.12 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

         8.13 Amendments. The Board of Directors shall have the power, upon the
affirmative vote of a majority of the Classified Directors at a meeting lawfully
convened, to make, adopt, alter, amend, and repeal from time to time these
Bylaws and to make from time to time new Bylaws, subject to the right of the
shareholders entitled to vote thereon to adopt, alter, amend, and repeal Bylaws
made by the Board of Directors or to make new Bylaws.

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