<PAGE>
 
                                    BYLAWS
                                      OF
                    FIRST ALLIANCE/PREMIER BANCSHARES, INC.

                                     INDEX


                                                                           PAGE
 
ARTICLE ONE - OFFICES....................................................... 1

ARTICLE TWO - SHAREHOLDERS' MEETINGS........................................ 1
      2.1  Annual Meeting................................................... 1
      2.2  Special Meetings................................................. 1
      2.3  Place............................................................ 1
      2.4  Notice........................................................... 1
      2.5  Quorum........................................................... 2
      2.6  Proxies; Required Vote........................................... 2
      2.7  Presiding Officer and Secretary.................................. 2
      2.8  Shareholder List................................................. 2
      2.9  Action in Lieu of Meeting........................................ 2

ARTICLE THREE - DIRECTORS................................................... 3
      3.1  Management....................................................... 3
      3.2  Number of Directors.............................................. 3
      3.3  Vacancies........................................................ 3
      3.4  Election of Directors............................................ 3
      3.5  Removal.......................................................... 3
      3.6  Resignation...................................................... 3
      3.7  Compensation..................................................... 4
      3.8  Honorary and Advisory Directors.................................. 4

ARTICLE FOUR - COMMITTEES................................................... 4
      4.1  Executive Committee.............................................. 4
      4.2  Other Committees................................................. 5
      4.3  Removal.......................................................... 5

ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS........................... 5
      5.1  Time and Place................................................... 5
      5.2  Regular Meetings................................................. 5
      5.3  Special Meetings................................................. 5
      5.4  Content and Waiver of Notice..................................... 6
      5.5  Quorum; Participation by Telephone............................... 6
      5.6  Action in Lieu of Meeting........................................ 6
      5.7  Interested Directors and Officers................................ 6
 
 

                                       1
<PAGE>
 
ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES.................................  7
      6.1  General Provisions................................................  7
      6.2  Powers and Duties of the Chairman of the Board and the President..  7
      6.3  Powers and Duties of Vice Presidents..............................  8
      6.4  Powers and Duties of the Secretary................................  8
      6.5  Powers and Duties of the Treasurer................................  8
      6.6  Appointment, Powers and Duties of Assistant Secretaries...........  8
      6.7  Appointment, Powers and Duties of Assistant Treasurers............  8
      6.8  Delegation of Duties..............................................  9

ARTICLE SEVEN - CAPITAL STOCK................................................  9
      7.1  Certificates......................................................  9
      7.2  Shareholder List.................................................. 10
      7.3  Transfer of Shares................................................ 10
      7.4  Record Dates...................................................... 10
      7.5  Registered Owner.................................................. 10
      7.6  Transfer Agent and Registrars..................................... 10
      7.7  Lost Certificates................................................. 10
      7.8  Fractional Shares or Scrip........................................ 11

ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS................... 11
      8.1  Inspection of Books and Records................................... 11
      8.2  Seal.............................................................. 12
      8.3  Annual Statements................................................. 12

ARTICLE NINE - INDEMNIFICATION............................................... 12
      9.1  Authority to Indemnify............................................ 12
      9.2  Mandatory Indemnification......................................... 12
      9.3  Advancement for Expenses.......................................... 13
      9.4  Court-ordered Indemnification and Advances for Expenses........... 13
      9.5  Determination of Indemnification.................................. 13
      9.6  Authorization of Indemnification.................................. 13
      9.7  Other Rights...................................................... 14
      9.8  Insurance......................................................... 14
      9.9  Continuation of Expenses.......................................... 14

ARTICLE TEN - NOTICES:  WAIVERS OF NOTICE.................................... 14
     10.1  Notices........................................................... 14
     10.2  Waivers of Notice................................................. 15
 

                                     -ii-

<PAGE>
 
ARTICLE ELEVEN - EMERGENCY POWERS............................................ 15
     11.1  Bylaws............................................................ 15
     11.2  Lines of Succession............................................... 15
     11.3  Head Office....................................................... 15
     11.4  Period of Effectiveness........................................... 15
     11.5  Notices........................................................... 15
     11.6  Officers as Directors Pro Tempore................................. 15
     11.7  Liability of Officers, Directors and Agents....................... 16

ARTICLE TWELVE - CHECKS, NOTES, DRAFTS, ETC.................................. 16

ARTICLE THIRTEEN - AMENDMENTS................................................ 16


                                     -iii-

<PAGE>
 
                                    BYLAWS
                                      OF
                    FIRST ALLIANCE/PREMIER BANCSHARES, INC.


                                  ARTICLE ONE
                                    OFFICES


     The corporation shall at all times maintain its principal office in
Marietta, Georgia, its registered office in the State of Georgia and its
registered agent at that address, but it may have other offices located within
or outside the State of Georgia as the Board of Directors may determine.


                                  ARTICLE TWO
                            SHAREHOLDERS' MEETINGS

     2.1  Annual Meeting.  A meeting of shareholders of the corporation shall be
          --------------                                                        
held annually, within six (6) months after the end of each fiscal year of the
corporation.  The annual meeting shall be held at such time and place and on
such date as the Directors shall determine from time to time and as shall be
specified in the notice of the meeting.

     2.2  Special Meetings.  Special meetings of the shareholders may be called
          ----------------                                                     
at any time by the corporation's Board of Directors, its President, and by the
corporation upon the written request of any one or more shareholders owning an
aggregate of not less than 25% of the outstanding capital stock of the
corporation.  Special meetings shall be held at such a time and place and on
such date as shall be specified in the notice of the meeting.

     2.3  Place.  Annual or special meetings of shareholders may be held within
          -----                                                                
or without the State of Georgia.

     2.4  Notice.  Notice of annual or special shareholders meetings stating the
          ------                                                                
place, day and hour of the meeting shall be given in writing not less than 10
nor more than 50 days before the date of the meeting, either mailed to the last
known address or personally given to each shareholder.  Notice of any special
meeting of shareholders shall state the purpose or purposes for which the
meeting is called.  The notice of any meeting at which amendments to or
restatements of the articles of incorporation, a merger or share exchange of the
corporation, or the disposition of corporate assets requiring shareholder
approval are to be considered shall state such purpose, and shall further comply
with all requirements of law.  Notice of a meeting may be waived by an
instrument in writing executed before or after the meeting.  The waiver need not
specify the purpose of the meeting or the business transacted, unless one of the
purposes of the meeting concerns an action specified in Section 14-2-706 of the
Georgia Business Corporation Code (or any successor thereto) that would entitle
the shareholder to dissent therefrom, in which event the waiver shall comply
with the further requirements of Section 14-2-706 concerning such waivers.
Attendance at such meeting in person or by proxy shall constitute a waiver of
notice thereof.
<PAGE>
 
     2.5  Quorum.  At all meetings of shareholders, the presence, in person or
          ------                                                              
by proxy, of a majority of the shares outstanding and entitled to vote shall
constitute a quorum for the transaction of business, and no resolution shall be
passed or business transacted without the favorable vote of the holders of a
majority of the shares represented at the meeting and entitled to vote.  The
shareholders at a meeting at which a quorum is once present may continue to
transact business at the meeting or at any adjournment thereof, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.  If a meeting
cannot be organized for lack of a quorum, those shareholders present may adjourn
the meeting to such time and place as they determine. Notice of any adjourned
meeting need only be given by announcement at the meeting at which the
adjournment is taken.

     2.6  Proxies; Required Vote.  At every meeting of the shareholders,
          ----------------------                                        
including meetings of shareholders for the election of Directors, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period.  Unless otherwise specified in the
corporation's Articles of Incorporation, each shareholder shall have one vote
for each share of stock having voting power registered in his or her name on the
books of the corporation. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall represent the act of the shareholders, except as otherwise
provided by law, the Articles of Incorporation or these Bylaws.

     2.7  Presiding Officer and Secretary.  At every meeting of shareholders,
          -------------------------------                                    
the Chairman or the President, or, if such officers shall not be present, then
the person appointed by one of them, shall preside.  The presiding officer shall
appoint such persons as he or she deems necessary to assist with the meeting.
The Secretary or an Assistant Secretary, or if such officers shall not be
present, the appointee of the presiding officer of the meeting, shall act as
secretary of the meeting.

     2.8  Shareholder List.  The officer or agent having charge of the stock
          ----------------                                                  
transfer books of the corporation shall produce for inspection of any
shareholder at, and continuously during, every meeting of the shareholders, a
complete alphabetical list of shareholders showing the address and share
holdings of each shareholder.  If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.

     2.9  Action in Lieu of Meeting.  Any action to be taken at a meeting of the
          -------------------------                                             
shareholders of the corporation, or any action that may be taken at a meeting of
the shareholders may be taken without a meeting, if a consent in writing setting
forth the action to be taken shall be signed by those persons who would be
entitled to vote at a meeting those shares having voting power to cast not less
than the minimum number (or numbers, in the case of voting by class) of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote were present and voted.

                                      -2-
<PAGE>
 
                                 ARTICLE THREE
                                   DIRECTORS

          3.1  Management.  Subject to these Bylaws, or any lawful agreement
               ----------                                                   
between the shareholders, the full and entire management of the affairs and
business of the corporation shall be vested in the Board of Directors, which
shall have and may exercise all of the powers that may be exercised or performed
by the corporation.

          3.2  Number of Directors.  The Board of Directors shall consist of not
               -------------------                                              
less than four (4) nor more than eighteen (18) members.  The number of directors
may be fixed or changed from time to time, within the minimum and maximum set
forth above, by the shareholders or the Board of Directors.

          3.3  Vacancies.  The Directors may fill the position of any Director
               ---------                                                      
that becomes vacant prior to the expiration of such Director's term, even though
acting through less than a quorum of Directors or by the sole remaining
Director, or may fill any directorship created by reason of an increase in the
number of directors.  Any such appointment by the Directors shall continue until
the expiration of the term of the Director whose position has become vacant.

          3.4  Election of Directors.  Except as provided in Section 3.3, the
               ---------------------                                         
directors shall be elected by the affirmative vote of a majority of the shares
represented and entitled to vote at the corporation's annual meeting of
shareholders.  Each director shall serve until the election and qualification of
his or her successor or until his or her earlier resignation, death or removal
from office.

          3.5  Removal.  Any Director may be removed from office at a meeting
               -------                                                       
with respect to which notice of such purpose is given (a) without cause, only
upon the affirmative vote of the holders of at least two-thirds (66-2/3%) of the
issued and outstanding shares of the corporation, and (b) with cause, only upon
the affirmative vote of the holders of a majority of the issued and outstanding
shares of the corporation.  The term "cause" shall mean (i) the adjudication of
such director as incompetent by a court having jurisdiction in the matter, (ii)
the conviction of such director of a felony, (iii) the failure of such director
to accept office either in writing or by attendance at no less than one of the
first two meetings of the Board of Directors following his or her election or
(iv) the failure of such director to attend regular meetings of the Board of
Directors for six consecutive meetings without having been excused by the Board
of Directors.

          3.6  Resignation.  Any Director may resign at any time either orally
               -----------                                                    
at any meeting of the Board of Directors or by so advising the Chairman of the
Board or the President or by giving written notice to the corporation.  A
Director who resigns may postpone the effectiveness of his or her resignation to
a future date or upon the occurrence of a future event specified in a written
tender of resignation.  If no time of effectiveness is specified therein, a
resignation shall be effective upon tender. A vacancy shall be deemed to exist
at the time a resignation is tendered, and the Board of Directors or the
shareholders may, then or thereafter, elect a successor to take office when the
resignation by its terms becomes effective.

                                      -3-
<PAGE>
 
          3.7  Compensation.  Directors may be allowed such compensation for
               ------------                                                 
their services as Directors as may from time to time be fixed by resolution of
the Board of Directors.

          3.8  Honorary and Advisory Directors.  When a Director of the
               -------------------------------                         
corporation retires under the retirement policies of the corporation as
established from time to time by the Board of Directors, such Director
automatically shall become an Honorary Director of the corporation following his
or her retirement.  The Board of Directors of the corporation also may appoint
any individual an Honorary Director, Director Emeritus or member of any advisory
board established by the Board of Directors.  Any individual automatically
becoming an Honorary Director or appointed an Honorary Director, Director
Emeritus or member of an advisory board as provided by this Section 3.8 may be
compensated as provided in Section 3.7, but such individual may not vote at any
meeting of the Board of Directors or be counted in determining a quorum as
provided in Section 5.5 and shall not have any responsibility or be subject to
any liability imposed upon a Director or otherwise be deemed a Director.


                                 ARTICLE FOUR
                                  COMMITTEES

          4.1  Executive Committee.  (a) The Board of Directors may, by
               -------------------                                     
resolution adopted by a majority of the entire Board, designate an Executive
Committee consisting of one or more Directors.  Each Executive Committee member
shall hold office until the first meeting of the Board of Directors after the
annual meeting of shareholders and until the member's successor is duly elected
and qualified, or until the member's death, resignation or removal, or until the
member shall cease to be a Director.

               (b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (i) the amendment of the Articles of Incorporation or
Bylaws of the corporation; (ii) the adoption of a plan of merger or
consolidation; (iii) the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the corporation; or (iv) a
voluntary dissolution of the corporation or the revocation of any such voluntary
dissolution.

               (c) The Executive Committee shall meet from time to time on call
of the Chairman of the Board or the President or of any two or more members of
the Executive committee. Meetings of the Executive Committee may be held at such
place or places, within or without the State of Georgia, as the Executive
Committee shall determine or as may be specified or fixed in the respective
notices or waivers of such meetings. The Executive Committee may fix its own
rules of procedure, including provision for notice of its meetings. It shall
keep a record of its proceedings and shall report these proceedings to the Board
of Directors at the meeting thereof held next after such proceedings have been
taken, and all such proceedings shall be subject to revision or alteration by
the Board of Directors except to the extent that action shall

                                      -4-
<PAGE>
 
have been taken pursuant to or in reliance upon express authority of the Board
of Directors prior to any such revision or alteration.

               (d) The Executive Committee shall act by majority vote of its
members.

               (e) Members of the Executive Committee may participate in
committee proceedings via conference telephone or similar communications
equipment by means of which all persons participating in the proceedings can
hear each other, and such participation shall constitute presence in person at
such proceedings.

               (f) The Board of Directors, by resolution adopted in accordance
with paragraph (a) of this section, may designate one or more Directors as
alternate members of the Executive Committee who may act in the place and stead
of any absent member or members at any meeting of said committee.

          4.2  Other Committees.  The Board of Directors, by resolution adopted
               ----------------                                                
by a majority of the entire Board, may designate one or more additional
committees, each committee to consist of one or more of the Directors of the
corporation, which shall have such name or names and shall have and may exercise
such powers of the Board of Directors, except the powers denied to the Executive
Committee, as may be determined from time to time by the Board of Directors.
Such committees shall provide for their own rules of procedure, subject to the
same restrictions thereon as provided above for the Executive committee.

          4.3  Removal.  The Board of Directors shall have the power to remove
               -------                                                        
any member of any committee at any time, with or without cause, and to fill
vacancies on and to dissolve any such committee.


                                 ARTICLE FIVE
                      MEETINGS OF THE BOARD OF DIRECTORS

          5.1  Time and Place.  Meetings of the Board of Directors may be held
               --------------                                                 
at any place either within or without the State of Georgia.

          5.2  Regular Meetings.  Regular meetings of the Board of Directors may
               ----------------                                                 
be held without notice at such time and place, within or without the State of
Georgia, as shall be determined by the Board of Directors from time to time.

          5.3  Special Meetings.  Special meetings of the Board of Directors may
               ----------------                                                 
be called by the Chairman of the Board or the President on not less than one
day's notice by mail, telegram, facsimile, cablegram, personal delivery or
telephone to each Director, and shall be called by the Chairman of the Board or
the President in like manner and on like notice on the written request of any
two or more Directors.  Any such special meeting shall be held at such time and
place, within or without the State of Georgia, as shall be stated in the notice
of the meeting.

                                      -5-
<PAGE>
 
          5.4  Content and Waiver of Notice.  No notice of any meeting of the
               ----------------------------                                  
Board of Directors shall be required to state the purposes thereof.  Notice of
any meeting may be waived by an instrument in writing executed before or after
the meeting.  Attendance in person at any such meeting shall constitute a waiver
of notice thereof unless the director at the beginning of the meeting (or
promptly upon his or her arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting.

          5.5  Quorum; Participation by Telephone.  At all meetings of the Board
               ----------------------------------                               
of Directors, the presence of a majority of the authorized number of Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business.  Directors may participate in any meeting via conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting by means of such
communications equipment shall constitute the presence in person at such
meeting.  Except as may be otherwise specifically provided by law, the Articles
of Incorporation or these Bylaws, all resolutions adopted and all business
transacted by the Board of Directors shall require the affirmative vote of a
majority of the Directors present at the meeting.  In the absence of a quorum, a
majority of the Directors present at any meeting may adjourn the meeting from
time to time until a quorum is present.  Notice of any adjourned meeting need
only be given by announcement at the meeting at which the adjournment is taken.

          5.6  Action in Lieu of Meeting.  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 a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
of Directors and upon compliance with any further requirements of law pertaining
to such consents.

          5.7  Interested Directors and Officers.  An interested Director or
               ---------------------------------                            
officer is one who is a party to a contract or transaction with the corporation
or who is an officer or Director of, or has a financial interest in, another
corporation, partnership or association which is a party to a contract or
transaction with the corporation.  Contracts and transactions between the
corporation and one or more interested Directors or officers shall not be void
or voidable solely because of the involvement or vote of such interested persons
as long as (a) the contract or transaction is approved in good faith by the
Board of Directors or an appropriate committee thereof by the affirmative vote
of a majority of disinterested Directors, even if the disinterested Directors be
less than a quorum, at a meeting of the Board or committee at which the material
facts as to the interested person or persons and the contract or transaction are
disclosed or known to the Board or committee prior to the vote; (b) the contract
or transaction is approved in good faith by the shareholders after the material
facts as to the interested person or persons and the contract or transaction
have been disclosed to them; or (c) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified by the
Board, committee or shareholders.  Interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or committee
which authorizes the contract or transaction.

                                      -6-
<PAGE>
 
                                  ARTICLE SIX
                        OFFICERS, AGENTS AND EMPLOYEES

          6.1  General Provisions.  The officers of the corporation shall be a
               ------------------                                             
President, a Secretary and a Treasurer, and may include a Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers.  The officers shall be elected by the Board of Directors
at the first meeting of the Board of Directors after the annual meeting of the
shareholders in each year or shall be appointed as provided in these Bylaws.
The Board of Directors may elect other officers, agents and employees, who shall
have such authority and perform such duties as may be prescribed by the Board of
Directors.  All officers shall hold office until the meeting of the Board of
Directors following the next annual meeting of the shareholders after their
election or appointment and until their successors shall have been duly elected
or appointed and shall have qualified.  Any two or more offices may be held by
the same person.  Any officer, agent or employee of the corporation may be
removed by the Board of Directors with or without cause.  Removal without cause
shall be without prejudice to such person's contractual rights, if any, but the
election or appointment of any person as an officer, agent or employee of the
corporation shall not of itself create contractual rights.  The compensation of
officers, agents and employees elected by the Board of Directors shall be fixed
by the Board of Directors or by a committee thereof, and this power may also be
delegated to any officer, agent or employee as to persons under his or her
direction or control.  The Board of Directors may require any officer, agent or
employee to give security for the faithful performance of his or her duties.

          6.2  Powers and Duties of the Chairman of the Board and the President.
               ----------------------------------------------------------------
The powers and duties of the Chairman of the Board and the President, subject to
the supervision and control of the Board of Directors, shall be those usually
appertaining to their respective offices and whatever other powers and duties
are prescribed by these Bylaws or by the Board of Directors.

               (a) The Chairman of the Board shall preside at all meetings of
                       --------------------- 
the Board of Directors and at all meetings of the shareholders. The Chairman of
the Board shall perform such other duties as the Board of Directors may from
time to time direct, but shall not participate in any major policy-making
functions of the corporation other than in his or her capacity as a director.
The President shall act as Chairman of the Board of Directors unless another
director is elected Chairman.

               (b) The President shall, unless otherwise provided by the Board
                       ---------
of Directors, be the chief executive officer of the corporation. The President
shall have general charge of the business and affairs of the corporation and
shall be obligated to keep the Board of Directors fully advised thereof. The
President shall employ and discharge employees and agents of the corporation,
except such as shall be elected by the Board of Directors, and he or she may
delegate these powers. The President shall have such powers and perform such
duties as generally pertain to the office of the President, as well as such
further powers and duties as may be prescribed by the Board of Directors. The
President may vote the shares or other securities of any other domestic or
foreign corporation of any type or kind which may at any time be owned by the
corporation, may execute any shareholders' or other consents in respect thereof
and may,

                                      -7-
<PAGE>
 
in his or her discretion, delegate such powers by executing proxies on behalf of
the corporation.  The Board of Directors, by resolution from time to time, may
confer like powers upon any other person or persons.

          6.3  Powers and Duties of Vice Presidents.  Each Vice President shall
               ------------------------------------                            
have such powers and perform such duties as the Board of Directors or the
President may prescribe and shall perform such other duties as may be prescribed
by these Bylaws. In the absence or inability to act of the President, unless the
Board of Directors shall otherwise provide, the Vice President who has served in
that capacity for the longest time and who shall be present and able to act,
shall perform all duties and may exercise any of the powers of the President.
The performance of any such duty by a Vice President shall be conclusive
evidence of his or her power to act.

          6.4  Powers and Duties of the Secretary.  The Secretary shall have
               ----------------------------------                           
charge of the minutes of all proceedings of the shareholders and of the Board of
Directors and shall keep the minutes of all their meetings at which he or she is
present. Except as otherwise provided by these Bylaws, the Secretary shall
attend to the furnishing of all notices to shareholders and Directors.  He or
she shall have charge of the seal of the corporation, shall attend to its use on
all documents the execution of which on behalf of the corporation under its seal
is duly authorized and shall attest the same by his or her signature whenever
required.  The Secretary shall have charge of the record of shareholders of the
corporation, of all written requests by shareholders that notices be mailed to
them at an address other than their addresses on the record of shareholders, and
of such other books and papers as the Board of Directors may direct. Subject to
the control of the Board of Directors, the Secretary shall have all such powers
and duties as generally are incident to the position of Secretary or as may be
assigned to the Secretary by the President or the Board of Directors.

          6.5  Powers and Duties of the Treasurer.  The Treasurer shall have
               ----------------------------------                           
charge of all funds and securities of the corporation, shall endorse the same
for deposit or collection when necessary and deposit the same to the credit of
the corporation in such banks or depositaries as the Board of Directors may
authorize. The Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the corporation and may sign all receipts for
or on behalf of the corporation and may sign all receipts and vouchers for
payments made to the corporation.  The Treasurer shall have all such powers and
duties as generally are incident to the position of Treasurer or as may be
assigned to the Treasurer by the President or by the Board of Directors.

          6.6  Appointment, Powers and Duties of Assistant Secretaries.
               -------------------------------------------------------  
Assistant Secretaries may be appointed by the President or elected by the Board
of Directors.  In the absence or inability of the Secretary to act, any
Assistant Secretary may perform all the duties and exercise all the powers of
the Secretary.  The performance of any such duty shall be conclusive evidence of
the Assistant Secretary's power to act.  An Assistant Secretary shall also
perform such other duties as the Secretary or the Board of Directors may assign
to him or her.

          6.7  Appointment, Powers and Duties of Assistant Treasurers.
               ------------------------------------------------------  
Assistant Treasurers may be appointed by the President or elected by the Board
of Directors.  In the absence or inability of the Treasurer to act, an Assistant
Treasurer may perform all the duties and exercise

                                      -8-
<PAGE>
 
all the powers of the Treasurer.  The performance of any such duty shall be
conclusive evidence of the Assistant Treasurer's power to act.  An Assistant
Treasurer shall also perform such other duties as the Treasurer or the Board of
Directors may assign to him or her.

          6.8  Delegation of Duties.  In case of the absence of any officer of
               --------------------                                           
the corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors (or in the case of Assistant Secretaries or
Assistant Treasurers only, the President) may confer for the time being the
powers and duties, or any of them, of such officer upon any other officer or
elect or appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer.  In the latter event,
such new officer shall serve until the next annual election of officers.


                                 ARTICLE SEVEN
                                 CAPITAL STOCK

          7.1  Certificates.  (a) The interest of each shareholder shall be
               ------------                                                
evidenced by a certificate or certificates representing shares of the
corporation which shall be in such form as the Board of Directors may from time
to time adopt and shall be numbered and shall be entered in the books of the
corporation as they are issued.  Each certificate representing shares shall set
forth upon the face thereof the following:

                    (i) the name of this corporation;

                    (ii) that the corporation is organized under the laws of the
          State of Georgia;

                    (iii) the name or names of the person or persons to whom the
          certificate is issued;

                    (iv) the number and class of shares, and the designation of
          the series, if any, which the certificate represents; and

                    (v) if any shares represented by the certificate are
          nonvoting shares, a statement or notation to that effect; and, if the
          shares represented by the certificate are subordinate to shares of any
          other class or series with respect to dividends or amounts payable on
          liquidation, the certificate shall further set forth on either the
          face or back thereof a clear and concise statement to that effect.

          (b) Each certificate shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the corporation or a facsimile thereof.  If a certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or an employee of the corporation, the signature of any such
officer of the corporation may be a facsimile.  In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of

                                      -9-
<PAGE>
 
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signatures shall have been used
thereon had not ceased to be such officer or officers.

     7.2  Shareholder List.  The corporation shall keep or cause to be kept a
          ----------------                                                   
record of the shareholders of the corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes or series of stock,
if any, the names of the shareholders entitled to vote, with the address of and
the number of shares held by each.

     7.3  Transfer of Shares.  Transfers of stock shall be made on the books of
          ------------------                                                   
the corporation only by the person named in the certificate, or by power of
attorney lawfully constituted in writing, and upon surrender of the certificate,
or in the case of a certificate alleged to have been lost, stolen or destroyed,
upon compliance with the provisions of Section 7.7 of these Bylaws.

     7.4  Record Dates.  (a) For the purpose of determining shareholders
          ------------                                                  
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors may provide that the stock transfer books shall be closed for a
stated period, which period may not exceed 70 days.  If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting.

          (b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than 70 days and, in
case of a meeting of shareholders, not less than ten days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.

     7.5  Registered Owner.  The corporation shall be entitled to treat the
          ----------------                                                 
holder of record of any share of stock of the corporation as the person entitled
to vote such share, to receive any dividend or other distribution with respect
to such share and for all other purposes, and accordingly shall not be bound to
recognize any equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

     7.6  Transfer Agent and Registrars.  The Board of Directors may appoint one
          -----------------------------                                         
or more transfer agents and one or more registrars and may require each stock
certificate to bear the signature or signatures of a transfer agent or a
registrar or both.

     7.7  Lost Certificates.  Any person claiming a certificate of stock to be
          -----------------                                                   
lost, stolen or destroyed shall make an affidavit or affirmation of that fact in
such manner as the Board of Directors may require and, if the Board so requires,
shall give the corporation a bond of indemnity in form and amount and with one
or more sureties satisfactory to the Board of

                                      -10-
<PAGE>
 
Directors, whereupon an appropriate new certificate may be issued in lieu of the
certificate alleged to have been lost, stolen or destroyed.

     7.8  Fractional Shares or Scrip.  The corporation may, when and if
          --------------------------                                   
authorized so to do by its Board of Directors, issue certificates for fractional
shares or scrip in order to effect share transfers, share distributions or
reclassifications, mergers, consolidations or reorganizations.  Holders of
fractional shares shall be entitled, in proportion to their fractional holdings,
to exercise voting rights, receive dividends and participate in any of the
assets of the corporation in the event of liquidation.  Holders of scrip shall
not, unless expressly authorized by the Board of Directors, be entitled to
exercise any rights of a shareholder of the corporation, including voting
rights, dividend rights or the right to participate in any assets of the
corporation in the event of liquidation.  In lieu of issuing fractional shares
or scrip, the corporation may pay in cash the fair value of fractional interests
as determined by the Board of Directors; and the Board of Directors may adopt
resolutions regarding rights with respect to fractional shares or scrip as it
may deem appropriate, including without limitation the right for persons
entitled to receive fractional shares to sell such fractional shares or purchase
such additional fractional shares as may be needed to acquire one full share, or
sell such fractional shares or scrip for the account of such persons.


                                 ARTICLE EIGHT
                  BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS

     8.1  Inspection of Books and Records.  (a) Any person who shall have been a
          -------------------------------                                       
shareholder of record for at least six months immediately preceding his or her
demand or who shall be the holder of record of, or authorized in writing by the
holders of record of, at least two percent (2%) of the outstanding shares of any
class or series of the corporation, upon written demand stating the purpose
thereof, shall have the right to examine in person or by agent or attorney, at
any reasonable time or times, for any proper purpose, the corporation's books
and records of account and minutes and records of shareholders and to make
extracts therefrom.

          (b) A shareholder may inspect and copy the records described in the
immediately preceding paragraph only if (i) his or her demand is made in good
faith and for a proper purpose that is reasonably relevant to his or her
legitimate interest as a shareholder; (ii) the shareholder describes with
reasonable particularity his or her purpose and the records he or she desires to
inspect; (iii) the records are directly connected with the stated purpose; and
(iv) the records are to be used only for that purpose.

          (c) If the Secretary or a majority of the corporation's Board of
Directors or Executive Committee members find that the request is proper, the
Secretary shall promptly notify the shareholder of the time and place at which
the inspection may be conducted.

          (d) If such request is found by the Secretary, the Board of Directors
or the Executive Committee to be improper, the Secretary shall so notify the
requesting shareholder on or prior to the date on which the shareholder
requested to conduct the inspection.  The Secretary shall specify in such notice
the basis for the rejection of the shareholder's request.

                                      -11-
<PAGE>
 
          (e) The Secretary, the Board of Directors and the Executive Committee
shall at all times be entitled to rely on the corporate records in making any
determination hereunder.

     8.2  Seal.  The corporate seal shall be in such form as the Board of
          ----                                                           
Directors may from time to time determine.  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 or scroll shall be deemed the seal of the
corporation.

     8.3  Annual Statements.  Not later than four months after the close of each
          -----------------                                                     
fiscal year, and in any case prior to the next annual meeting of shareholders,
the corporation shall prepare:

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

          (b) A profit and loss statement showing the results of its operations
     during its fiscal year.  Upon written request, the corporation promptly
     shall mail to any shareholder of record a copy of its most recent balance
     sheet and profit and loss statement.


                                 ARTICLE NINE
                                INDEMNIFICATION

     9.1  Authority to Indemnify.  The corporation may indemnify or obligate
          ----------------------                                            
itself to indemnify an individual made a party to a proceeding because he or she
is or was a Director, officer, employee or agent of the corporation (or was
serving at the request of the corporation as a director, officer or employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise) for reasonable expenses, judgments, fines, penalties and amounts
paid in settlement (including attorneys' fees), incurred in connection with the
proceeding if the individual acted in manner he or she believed in good faith to
be in or not opposed to the best interests of the corporation and, in the case
of any criminal proceeding, he or she had no reasonable cause to believe his or
her conduct was unlawful.  The termination of a proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
                                             ---------------                  
is not, of itself, determinative that the director, officer, employee or agent
did not meet the standard of conduct set forth above.  Indemnification permitted
under this section in connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in connection with the
proceeding.

     9.2  Mandatory Indemnification.  To the extent that a Director, officer,
          -------------------------                                          
employee or agent of the corporation has been successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party, or
in defense of any claim, issue or matter therein, because he or she is or was a
Director, officer, employee or agent of the corporation, the corporation shall
indemnify the Director, employee or agent against reasonable expenses incurred
by him or her in connection therewith.

                                      -12-
<PAGE>
 
     9.3  Advancement for Expenses.  The corporation shall pay for or reimburse
          ------------------------                                             
the reasonable expenses incurred by a Director, officer, employee or agent of
the corporation who is a party to a proceeding in advance of final disposition
of the proceeding if (a) he or she furnishes the corporation written affirmation
of his or her good faith belief that he or she has met the standard of conduct
set forth in Section 9.1 of this Article, and (b) he or she furnishes the
corporation a written undertaking, executed personally or on his or her behalf,
to repay any advances if it is ultimately determined that he or she is not
entitled to indemnification.  The undertaking required by this section must be
an unlimited general obligation but need not be secured and may be accepted
without reference to financial ability to make repayment.

     9.4  Court-ordered Indemnification and Advances for Expenses.  A Director,
          -------------------------------------------------------              
officer, employee or agent of the corporation who is a party to a proceeding may
apply for indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction.

     9.5  Determination of Indemnification.  Except as provided in Section 9.2
          --------------------------------                                    
and except as may be ordered by the a court, the corporation may not indemnify a
Director, officer, employee or agent under Section 9.1 unless authorized
thereunder and a determination has been made in the specific case that
indemnification of the Director, officer, employee or agent is permissible in
the circumstances because he or she has met the standard of conduct set forth in
Section 9.1.  The determination shall be made:

          (a) By the Board of Directors by majority vote of a quorum consisting
     of Directors not at the time parties to the proceedings;

          (b) If a quorum cannot be obtained, by majority vote of a committee
     duly designated by the Board of Directors (in which designation Directors
     who are parties may participate), consisting solely of two or more
     Directors not at the time parties to the proceeding;

          (c)  By special legal counsel:

                    (i) Selected by the Board of Directors or its committee in
          the manner prescribed in paragraph (a) or (b) of this section; or

                    (ii) If a quorum of the Board of Directors cannot be
          obtained and a committee cannot be designated, selected by majority
          vote of the full Board of Directors (in which selection Directors who
          are parties may participate); or

          (d) By the shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     9.6  Authorization of Indemnification.  Authorization of indemnification or
          --------------------------------                                      
an obligation to indemnify and evaluation as the reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if the

                                      -13-
<PAGE>
 
determination is made by special legal counsel, authorization of indemnification
and evaluation as to reasonableness of expenses shall be made by those entitled
under subsection (c) of Section 9.5 to select counsel.

     9.7  Other Rights.  The indemnification and advancement of expenses
          ------------                                                  
provided by or granted pursuant to this Article Nine shall not be deemed
exclusive of any other rights, in respect of indemnification or otherwise, to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, resolution, agreement or contract either specifically or in
general terms approved by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon taken at a meeting, the notice of which
specified that such bylaw, resolution or agreement would be placed before the
shareholders, both as to action by a Director, trustee, officer, employee or
agent in his or her official capacity and as to action in another capacity while
holding such office or position; except that no such other rights, in respect to
indemnification or otherwise, may be provided or granted to a Director, trustee,
officer, employee or agent pursuant to this Section 9.7 by the corporation for
liability for (a) any appropriation, in violation of his or her duties, of any
business opportunity of the corporation; (b) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (c) the
types of liability set forth in Section 14-2-832 of the Georgia Business
Corporation Code dealing with illegal or unauthorized distributions of corporate
assets, whether as dividends or in liquidation of the corporation or otherwise;
or (d) any transaction from which the director derived an improper material
tangible personal benefit.

     9.8  Insurance.  The corporation may purchase and maintain insurance on
          ---------                                                         
behalf of an individual who is or was a Director, officer, employee or agent of
the corporation or who, while a Director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent whether or not the corporation would have power to indemnify him or her
against the same liability under this Article Nine.

     9.9  Continuation of Expenses.  The indemnification and advancement of
          ------------------------                                         
expenses provided by or granted pursuant to this Article Nine shall continue as
to a person who has ceased to be a Director, trustee, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of
such a person.


                                  ARTICLE TEN
                          NOTICES:  WAIVERS OF NOTICE

     10.1 Notices.  Except as otherwise specifically provided in these Bylaws,
          -------                                                             
whenever under the provisions of these Bylaws notice is required to be given to
any shareholder, Director or officer, it shall not necessarily be construed to
mean personal notice, but such notice may be given by personal notice,
facsimile, telegram or cablegram, or by mail by depositing the same in the post
office or letter box in a postage prepaid sealed envelope, addressed to such
shareholder,

                                      -14-
<PAGE>
 
Director or officer at such address as appears on the books of the corporation,
and such notice shall be deemed to be given at the time when the same shall be
thus sent or mailed.

     10.2 Waivers of Notice.  Except as otherwise provided in these Bylaws,
          -----------------                                                
when any notice is required to be given by law, by the Articles of Incorporation
or by these Bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  In the case of a shareholder, such waiver of notice may
be signed by the shareholder's attorney or proxy duly appointed in writing.


                                ARTICLE ELEVEN
                               EMERGENCY POWERS

     11.1 Bylaws.  The Board of Directors may adopt emergency bylaws, subject to
          ------                                                                
repeal or change by action of the shareholders, which shall, notwithstanding any
provision of law, the Articles of Incorporation or these Bylaws, be operative
during any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or on a locality in which the corporation
conducts its business or customarily holds meetings of its Board of Directors or
its shareholders, or during any nuclear or atomic disaster, or during the
existence of any catastrophe or other similar emergency condition, as a result
of which a quorum of the Board of Directors or a standing committee thereof
cannot readily be convened for action.  The emergency bylaws may make any
provision that may be practical and necessary for the circumstances of the
emergency.

     11.2 Lines of Succession.  The Board of Directors, either before or during
          -------------------                                                  
any such emergency, may provide, and from time to time may modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the corporation shall for any reason be rendered incapable of
discharging their duties.

     11.3 Head Office.  The Board of Directors, either before or during any such
          -----------                                                           
emergency, may (effective during the emergency) change the head office or
designate several alternative head offices or regional offices, or authorize the
officers to do so.

     11.4 Period of Effectiveness.  To the extent not inconsistent with any
          -----------------------                                          
emergency bylaws so adopted, these Bylaws shall remain in effect during any such
emergency and upon its termination, the emergency bylaws shall cease to be
operative.

     11.5 Notices.  Unless otherwise provided in emergency bylaws, notice of any
          -------                                                               
meeting of the Board of Directors during any such emergency may be given only to
such of the Directors as it may be feasible to reach at the time, and by such
means as may be feasible at the time, including publication, radio or
television.

     11.6 Officers as Directors Pro Tempore.  To the extent required to
          ---------------------------------                            
constitute a quorum at any meeting of the Board of Directors during any such
emergency, the officers of the corporation who are present shall, unless
otherwise provided in emergency bylaws, be deemed, in order of rank and within
the same rank in order of seniority, Directors for such meeting.

                                      -15-
<PAGE>
 
     11.7  Liability of Officers, Directors and Agents.  No officer, Director,
           -------------------------------------------                        
agent or employee acting in accordance with any emergency bylaw shall be liable
except for willful misconduct.  No officer, Director, agent or employee shall be
liable for any action taken by him or her in good faith in such an emergency in
furtherance of the ordinary business affairs of the corporation even though not
authorized by the bylaws then in effect.


                                ARTICLE TWELVE
                          CHECKS, NOTES, DRAFTS, ETC.

     Checks, notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors by resolution shall from time to
time designate.

                               ARTICLE THIRTEEN
                                  AMENDMENTS

     The Bylaws of the corporation may be altered or amended and new bylaws may
be adopted by the shareholders at any annual or special meeting of the
shareholders or by the Board of Directors at any regular or special meeting of
the Board of Directors; provided, however, that, if such action is to be taken
at a meeting of the shareholders, notice of the general nature of the proposed
change in the Bylaws shall be given in the notice of meeting.  The shareholders
may provide by resolution that any Bylaw provision repealed, amended, adopted,
or altered by them may not be repealed, amended, adopted or altered by the Board
of Directors.  Except as otherwise provided in the Articles of Incorporation,
action by the shareholders with respect to Bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect Directors, and
action by the Board of Directors with respect to Bylaws shall be taken by an
affirmative vote of a majority of all Directors then holding office.


                                      16