<PAGE>   1
                                                                     EXHIBIT 3.4

                       CERTIFICATE OF AMENDMENT OF BYLAWS
                                       OF
                             DALLAS WOODCRAFT, INC.

         The undersigned, being the duly elected, qualified, and acting
Secretary of Dallas Woodcraft, Inc., a Texas corporation (the "Corporation"),
and the keeper of the minutes and records of the Corporation, certifies that the
following is a true and accurate copy of the Amendment to the Bylaws of the
Corporation as adopted by the Board of Directors and executed on April 25, 1988.

         RESOLVED, that Article II, Section 2.01, Annual Meeting, of the
         Corporation's bylaws hereby be amended to read as follows:

                    An annual meeting of shareholders shall be held each year on
                    the fourth Tuesday in May, or at such time as shall be
                    designated from time to time by the Board of Directors and
                    stated in the notice of the meeting, if not a legal holiday,
                    and if a legal holiday, then on the next full business day
                    following, at the time specified in the notice of the
                    meeting. At such meeting, the shareholders shall elect by
                    plurality vote a board of directors and transact such other
                    business as may properly be brought before the meeting.

         TO CERTIFY WHICH, witness my hand this 25th day of April, 1988.


                                                  /s/ M. DOUGLAS  ADKINS
                                                  -----------------------------
                                                  M. Douglas Adkins, Secretary



<PAGE>   2

                                    BYLAWS OF
                         BO-MAR MANUFACTURING CO., INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                            <C>
Article 1: Offices

   1.01    Registered Office and Agent                                         1
   1.02    Other Offices                                                       1

Article 2: Shareholders

   2.01    Annual Meeting                                                      1
   2.02    Special Meeting                                                     1
   2.03    Place of Meetings                                                   1
   2.04    Notice                                                              2
   2.05    Voting List                                                         2
   2.06    Quorum                                                              2
   2.07    Majority Vote; Withdrawal of Quorum                                 2
   2.08    Method of Voting; Proxies                                           2
   2.09    Closing of Transfer Books; Record Date                              3
   2.10    Officers                                                            3

Article 3: Directors

   3.01    Management                                                          3
   3.02    Number; Qualification; Election; Term                               3
   3.03    Change in Number                                                    4
   3.04    Removal                                                             4
   3.05    Vacancies                                                           4
   3.06    Method of Election                                                  4
   3.07    Meetings of Directors                                               4
   3.08    First Meeting                                                       4
   3.09    Election of Officers                                                4
   3.10    Regular Meetings                                                    4
   3.11    Special Meetings                                                    5
   3.12    Notice                                                              5
   3.13    Quorum; Majority Vote                                               5
   3.14    Procedure                                                           5
   3.15    Presumption of Assent                                               5
   3.16    Compensation                                                        5
   3.17    Interested Directors                                                6
</TABLE>



                                      (i)
<PAGE>   3



Article 4:   Executive Committee

   4.01      Designation                                                       6
   4.02      Authority                                                         6
   4.03      Procedure                                                         6
   4.04      Removal                                                           7

Article 5:   Notice

   5.01      Method                                                            7
   5.02      Waiver                                                            7

Article 6:   Officers

   6.01      Number; Titles; Term of Office                                    7
   6.02      Removal                                                           8
   6.03      Vacancies                                                         8
   6.04      Authority                                                         8
   6.05      Compensation                                                      8
   6.06      President                                                         8
   6.07      Vice Presidents                                                   8
   6.08      Treasurer                                                         9
   6.09      Assistant Treasurer                                               9
   6.10      Secretary                                                         9
   6.11      Assistant Secretaries                                             9

Article 7:   Certificates and Shareholders

   7.01      Certificates for Shares                                           9
   7.02      Replacement of Lost or Destroyed Certificates                     9
   7.03      Transfer of Shares                                               10
   7.04      Registered Shareholders                                          10
   7.05      Regulations                                                      10

Article 8:   Miscellaneous Provisions

   8.01      Dividends                                                        10
   8.02      Reserves                                                         10
   8.03      Books and Records                                                11
   8.04      Fiscal Year                                                      11
   8.05      Seal                                                             11
   8.06      Other Committees                                                 11
   8.07      Resignation                                                      11
   8.08      Securities of Other Corporations                                 11
   8.09      Amendment of Bylaws                                              11
   8.10      Telephone Meetings                                               11
   8.11      Action Without a Meeting                                         12
   8.12      Invalid Provision                                                12
   8.13      Table of Contents; Headings                                      12





                                      (ii)
<PAGE>   4



                                    BYLAWS OF

                         BO-MAR MANUFACTURING CO., INC.

                         ------------------------------   
                          
                               Article 1: Offices

         1.01 Principal Offices. The principal office of the Corporation shall
be as designated with the Secretary of State of the State of Texas, as it may be
changed from time to time.

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

                             Article 2: Shareholders

         2.01 Annual Meeting. An annual meeting of shareholders, shall be held
each year on the second Tuesday during the month of October, or at such
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, if not a legal holiday in the place where
the meeting is to be held, and if a legal holiday in such place, then on the
next full business day following, at the time specified in the notice of the
meeting. At such meeting, the shareholders shall elect by plurality vote
directors and transact such other business as may properly be brought before the
meeting.

         2.02 Special Meeting. A special meeting of the shareholders may be
called at any time by the President, the Board of Directors or the holders of
not less than ten per cent (10%) of all shares entitled to vote at such meeting.
Only such business shall be transacted at a special meeting as may be stated or
indicated in the notice of such meeting.

         2.03 Place of Meetings. The annual meeting of shareholders may be
held at any place within or without the State of Texas designated by the Board
of Directors. Special meetings of shareholders may be held at any place within
or without the State of Texas designated by the President, if he shall call the
meeting, or the Board of Directors, if they shall call the meeting. Any meeting
may be held at any place within or without the State of Texas designated in a
waiver of notice of such meeting signed by all shareholders. Meetings of
shareholders shall be held at the principal office of the Corporation unless
another place is designated for meetings in the manner provided herein.




                                      -1-
<PAGE>   5

         2.04 Notice. Written or printed notice stating the place, day and hour
of each meeting of 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) days nor more than fifty (50) 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 calling the meeting, to each shareholder of
record entitled to vote at such meeting.

         2.05 Voting List. At least ten (10) days before each meeting of
shareholders, the Secretary shall prepare a complete list of shareholders
entitled to vote thereat, arranged in alphabetical order, with the address of
and number of voting shares held by each. For a period of ten (10) days prior to
such meeting, such list shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder during usual
business hours. Such list shall be produced at such meeting, and at all times
during such meeting shall be subject to inspection by any shareholder.

         2.06 Quorum. The holders of a majority of the outstanding shares
entitled to vote, 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 or
represented at any meeting of shareholders, the shareholders entitled to vote
thereat, present in person or by proxy, may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At an adjourned meeting at which a quorum
shall be present in person or represented by proxy, any business may be
transacted which could have been transacted at the original meeting.

         2.07 Majority Vote; Withdrawal of Quorum. When a quorum is present at
any meeting, the vote of the holders of a majority of the outstanding shares
entitled to vote, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, of the articles of incorporation or of 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 organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

         2.08 Method of Voting; Proxies. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are




                                      -2-
<PAGE>   6
limited or denied by the articles of incorporation voting for directors shall
be in accordance with Section 3.06 of these bylaws. At any meeting of
shareholders, every shareholder having the right to vote may vote either in
person or by proxy executed in writing by the shareholder or by his 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. Each proxy shall be revocable unless expressly provided
therein to be irrevocable or unless otherwise made irrevocable by law.

         2.09 Closing of Transfer Books; Record Date. 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
of the Corporation shall be closed for a stated period but not to exceed in any
case fifty (50) days. If the stock transfer books are 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 (10) days immediately
preceding such meeting. 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 in any case to be not more than fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.

         2.10 Officers. The President shall preside at and the Secretary shall
keep the records of each meeting of shareholders, and in the absence of either
such officer, his duties shall be performed by some person appointed by the
meeting.

                              Article 3: Directors

         3.01 Management. The business and property of the Corporation shall be
managed by the Board of Directors, and subject to the restrictions imposed by
law, the articles of incorporation or these bylaws, they may exercise all the
powers of the Corporation.

         3.02 Number; Qualification; Election; Term. The number of directors
which shall constitute the entire Board shall be not less than one (1) nor more
than ten (10). The first Board shall consist of the number of directors named in
the articles of incorporation.




                                      -3-
<PAGE>   7

Thereafter, within the limits above specified, the number of Directors which
shall constitute the entire Board shall be determined by resolution of the Board
of Directors at any meeting thereof or by the stockholders at the annual meeting
of stockholders. None of the directors need be a stockholder or a resident of
the State of Texas.

         3.03 Change in Number. No decrease in the number of directors
constituting the entire Board shall have the effect of shortening the term of
any incumbent director. In case of any increase in the number of directors, the
additional directors shall be elected at an annual meeting or at a special
meeting of shareholders called for that purpose.

         3.04 Removal. At any meeting of shareholders called expressly for that
purpose any director or the entire Board of Directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

         3.05 Vacancies. Any vacancy occurring in the Board of Directors (by
death, resignation, removal, or otherwise) may be filled by the affirmative vote
of a majority of the remaining directors though less than a quorum of the Board
of Directors. A director elected to fill a vacancy shall be elected to serve for
the unexpired term of his predecessor in office.

         3.06 Method of Election. Directors shall be elected by plurality vote.
Cumulative voting shall not be permitted.

         3.07 Meetings of Directors. The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Texas as the Board of Directors may from time to time determine.

         3.08 First Meeting. Each newly elected Board of Directors may hold its 
first meeting for the purpose of organization and the transaction of business, 
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.

         3.09 Election of Officers. At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of shareholders, the Board of Directors shall proceed to the
election of the officers of the Corporation.

         3.10 Regular Meetings. Regular meetings of the Board of Directors 
shall be Red 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.





                                      -4-
<PAGE>   8


         3.11 Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the President or by a majority of the directors for
the time being in office.

         3.12 Notice. The Secretary shall give notice of each special meeting in
person, or by mail or telegraph, at least two (2) days before the meeting to
each director. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         3.13 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, but if at any meeting of
the Board of Directors there be 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. 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, unless the act of a greater number is required by law or the articles
of incorporation or by these bylaws.

         3.14 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 President shall preside at all meetings, and in his absence 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 the
meetings of the Board of Directors, and in his absence, the presiding officer
may appoint any 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.

         3.15 Presumption of Assent. A director of the Corporation who is
present at a 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 his
dissent shall be entered in the minutes of the meeting or unless he shall file
his 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.

         3.16 Compensation. Directors as such shall not receive any stated
salary for their services, but by resolution of the Board of Directors a fixed
sum and expense of attendance, if any, may be allowed for attendance at regular
or special meetings of the Board of Directors; provided, that nothing contained
herein shall be construed to preclude any director from serving the Corporation
in any other capacity or receiving compensation therefor.




                                      -5-
<PAGE>   9
         3.17 Interested Directors. No contract or other transaction between the
Corporation and any other person (as used herein the term "person" means an
individual, firm, trust, partnership, association, corporation or other entity)
shall be affected or invalidated by the fact that any director or the
Corporation is interested in, or is a member, director or officer of such other
person, and any director may be a party to or may be interested in any contract
or transaction of the Corporation or in which the Corporation is interested; and
no contract, act or transaction of the Corporation with any person shall be
affected or invalidated by the fact that any director of the Corporation is a
party to, or interested in, such contract, act or transaction, or in any way
connected with such person, and each and every person who may become a director
of the Corporation is hereby relieved from any liability that might otherwise
exist from contracting with the Corporation for the benefit of himself or any
person in which he may be in any way interest provided, that the fact of such
interest shall have been disclosed to or shall be known by the other directors
or the shareholders of the Corporation, as the case may be, acting upon or with
reference such contract, act or transaction. The foregoing shall be so even
though the presence at a meeting or vote of such interested director might have
been necessary to obligate the Corporation upon any such contract, act or
transaction.

                         Article 4: Executive Committee

         4.01 Designation. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate an executive committee, to consist of
two (2) or more of the directors of the Corporation, one of whom shall be the
President of the Corporation.

         4.02 Authority. The executive committee, unless expressly restricted by
such resolution, shall have and may exercise all of the authority of the Board 
of Directors in the management of the business and affairs of the Corporation,
including but not limited to the power and authority to declare a dividend or to
authorize the issuance of shares of the Corporation, except that no such
committee shall have the authority of the Board of Directors in reference to
amending the articles of incorporation, approving a plan or merger or
consolidation, recommending to the shareholders the sale, lease, or exchange of
all or substantially all the property and assets of the Corporation otherwise
than in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the Corporation or a revocation thereof,
amending, altering, or repealing these bylaws or adopting new bylaws for the
Corporation, filling vacancies in or removing members of the Board of Directors
or any such committee, fixing the compensation of any member of such committee,
or altering or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be so amendable or repealable.

         4.03 Procedure. The executive committee shall keep minutes of its
proceedings and report the same to the Board of Directors when




                                      -6-
<PAGE>   10

required. The minutes of the proceedings of the executive committee shall be
placed in the minute book of the Corporation.

         4.04 Removal. Any member of the executive committee may be removed by
the Board of Directors by the affirmative vote of a majority of the number of
directors fixed in the manner provided in these bylaws whenever in the judgment
of the Board of Directors the best interests of the Corporation will be served
thereby.

                                Article 5: Notice

         5.01 Method. Whenever by statute, by the articles of incorporation or
by these bylaws, notice is required to be given to any committee member,
director or shareholders, and no provision is made as to how such notice shall
be given, it shall not be construed to mean personal notice, but any such notice
may be given (a) in writing, by mail, postage prepaid, addressed to such member,
director or shareholder at his address as it appears on the books or (in the
case of a stockholder) the stock transfer records of the Corporation, or (b) by
any other method permitted by law. 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 telegram shall be deemed to be delivered and given at
the time transmitted with all charges prepaid and addressed as aforesaid.

         5.02 Waiver. Whenever any notice is required to be given to any
committee member, shareholder or director of the Corporation by statute, by the
articles of incorporation or by 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 committee member, shareholder or director 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 6: Officers

         6.01 Number; Titles; Term of Office. The officers of the Corporation
shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and
such other officers as the Board of Directors may from time to time elect or
appoint. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified, until his death, or until he shall resign or
shall have been removed in the manner hereinafter provided. Any two or more
offices may be held by the same person, except that the President and the
Secretary shall not be the same person. None of the officers need be a
shareholder, a director or a resident of the State of Texas.





                                      -7-
<PAGE>   11
         6.02 ??????? the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests 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.

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

         6.04 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.

         6.05 Compensation. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors.

         6.06 President. The President shall be the chief executive officer of
the Corporation and, subject to the Board of Directors, he shall have general
executive charge, management and control of the properties and operations of the
Corporation in the ordinary course of its business with all such powers with
respect to such properties and operations as may be reasonable incident to such
responsibilities. He shall preside at all meetings of the shareholders and of
the Board of Directors. He may agree upon and execute all division and transfer
orders, bonds, contracts and other obligations in the name of the Corporation,
and he may sign all certificates, for shares of stock of the Corporation.

         6.07 Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the President or the Board of Directors and
(in order of their seniority) shall exercise the powers of the President during
that officer's absence or inability to act. As between the Corporation and third
parties any action taken by a Vice President in the performance of the duties of
the President shall be conclusive evidence of the absence or inability to act of
the President at the time such action was taken.

         6.08 Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Corporation and shall have custody of all the funds
and securities of the Corporation which come into his hands. When necessary or
proper, he may endorse, on behalf of the Corporation, for collection checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such banks or depositaries designated by the Board of Directors.
He may sign all receipts and vouchers for payments made to the Corporation,
either alone or jointly with such other officers designated by the Board of
Directors. Whenever required by the Board of Directors, he shall render a
statement of his cash account, and he shall enter or cause to be entered
regularly in the books of the Corporation to be kept by him for that purpose
full and accurate accounts of all monies received and paid out on account of
the Corporation.




                                      -8-
<PAGE>   12



He shall perform all acts incident to the position of Treasurer subject to the 
control of the Board of Directors, and he shall give such bond for the
faithful discharge of his duties in such form as the Board of Directors may
require.

         6.09 Assistant Treasurer. Each Assistant Treasurer shall have the usual
powers and duties pertaining to his office, together with such other powers and
duties as may be assigned to him by the Board of Directors. The Assistant
Treasurers shall exercise the powers of the Treasurer during that officer's
absence or inability to act.

         6.10 Secretary. The Secretary shall keep the minutes of all meetings of
the Board of Directors and of the shareholders in books provided for that
purpose, and he shall attend to the giving and serving of all notices. He may
sign with the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with the
President all certificates for shares of stock of the Corporation, and he shall
have charge of the certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours. He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the Board of Directors.

         6.11 Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors or the
Secretary. The Assistant Secretaries shall exercise the powers of the Secretary
during that officer's absence or inability to act.

                    Article 7: Certificates and Shareholders

         7.01 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 President or a Vice
President, and also by the Secretary or an Assistant Secretary or by the
Treasurer or an Assistant Treasurer, and may be sealed with the seal of the
Corporation or a facsimile thereof. If any such certificate is countersigned by
a transfer agent, or registered by a registrar, either of which is other than
the Corporation itself or an employee of the Corporation, the signatures of any
of the foregoing officers may be facsimiles. 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.

         7.02 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 a 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 con-




                                      -9-
<PAGE>   13
dition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his 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.

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

         7.04 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.

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

                       Article 8: Miscellaneous Provisions

         8.01 Dividends. Subject to provisions of statutes 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.

         8.02 Reserves. There may be created by the Board of Directors out of
the 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




                                      -10-
<PAGE>   14
Directors may modify or abolish any such reserve in the manner in which it was
created.

         8.03 Books and Records. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
shareholders, Board of Directors, and any committee thereof, 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.

         8.04 Fiscal Year. The fiscal year of the Corporation shall be fixed by
the Board of Directors.

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

         8.06 Other Committees. The Board of Directors may, by resolution
adopted by affirmative vote of a majority of the number of directors
constituting the entire Board, designate two or more directors (with such
alternates, if any, as may be deemed desirable to constitute a committee or
committees (in addition to the Executive Committee) for any purpose; provided,
that any such committee or committees shall have and may exercise only the power
of recommending action to the Board of Directors and of carrying out and
implementing any instructions or any policies, plans and programs theretofore
approved, authorized and adopted by the Board of Directors.

         8.07 Resignation. Any committee member, director or officer may resign
by so stating at any meeting of the Board of Directors or by giving written
notice to the President or the Secretary. Such resignation shall take effect at
the time specified therein, or immediately if no time is specified therein.
Unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         8.08 Securities of Other Corporations. The President or any Vice
President of the Corporation shall have 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.

         8.09 Amendment of Bylaws. These bylaws may be altered, amended or 
repealed by the affirmative vote of a majority of the number of directors
constituting the entire Board and not otherwise.

         8.10 Telephone Meetings. Shareholders, members of the Board of 
Directors, or members of any committee designated by the Board of Directors, may
participate in and hold a meeting of such shareholders, Board, or committee by
means of a conference telephone or similar




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<PAGE>   15
communications equipment by means of which all 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.

         8.11 Action Without a Meeting. Any action required by law, by the
articles of incorporation, or by these bylaws to be taken at a meeting of the
shareholders, the Board of Directors, or any committee of the Corporation, or
any action which may be taken at a meeting of such shareholders, Board, or
Committee, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the shareholders, Board members,
or committee members, as the case may be, entitled to vote with respect to the
subject matter hereof, and such consent shall have the same force and effect as
a unanimous vote of such shareholders, Board members, or committee members, as
the case may be, and may be stated as such in any articles or document filed
with the Secretary of State.

         8.12 Invalid Provision. If any part of these bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it
possible and reasonable, shall be valid and operative.


         8.13 Table of Contents; Headings. The table of contents and headings
used in these bylaws have been inserted for administrative convenience only and
do not constitute matter to be construed in interpretation.

         Bylaws adopted as of November 28, 1973.




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