<PAGE>   1
                                                                    EXHIBIT 3.0


                                     BYLAWS
                                       OF
                         SEARCH FINANCIAL SERVICES INC.

                                   ARTICLE I

                                    OFFICES

         Section 1. REGISTERED OFFICE. The initial registered office of Search
Financial Services Inc. (the "Company") shall be at such place as is designated
in the Certificate of Incorporation (herein, as amended from time to time, so
called), or thereafter the registered office may be at such other place as the
Board of Directors may from time to time designate by resolution.

         Section 2. OTHER OFFICES. The Company may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Company may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

         Section 1. MEETINGS. All meetings of the stockholders for the election
of Directors shall be held at the principal office of the Company, or at such
other place within or without the State of Delaware, as may be fixed from time
to time by the Board of Directors. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. ANNUAL MEETING. An annual meeting of the stockholders shall
be held on such date in each fiscal year of the Company as the Board of
Directors shall select, if not a legal holiday, and if a legal holiday, then on
the next secular day following, at which meeting the stockholders shall elect a
Board of Directors, and transact such other business as may properly be brought
before the meeting.

         Section 3. LIST OF STOCKHOLDERS. At least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, shall be prepared by the officer
or agent having charge of the stock transfer books. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting
during ordinary business hours for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified at the place where the meeting is to be held. Such list shall be
produced and kept open at the time and place of the meeting during the whole
time thereof, and shall be subject to the inspection of any stockholder who may
be present. The Board of Directors




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may fix in advance a record date for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall not be
less than ten nor more than sixty days prior to such meeting. In the absence of
any action by the Board of Directors, the close of business on the date next
preceding the day on which the notice is given shall be the record date, or, if
notice is waived, the close of business on the day next preceding the day on
which the meeting is held shall be the record date.

         Section 4. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the Act, or by the
Certificate of Incorporation, or by these Bylaws (herein, as each of them may
be amended from time to time), may be called by the Chairman of the Board, the
President or the Board of Directors, or shall be called by the Chairman of the
Board, the President or secretary at the request in writing of the holders of
not less than one-half of the votes which all stockholders are entitled to cast
at the particular meeting. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at all special meetings shall be
confined to the purposes stated in the notice of the meeting unless all
stockholders entitled to vote are present and consent.

         Section 5. NOTICE. Written or printed notice stating the place, day
and hour of any meeting of the stockholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President, the Secretary, or the officer or person calling the meeting, to each
stockholder or record entitled to vote at the meeting.

         Section 6. QUORUM. At all meetings of the stockholders, the presence
in person or by proxy of the holders of one-half of the shares issued and
outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business; provided however that the
presence in person or by proxy of the holders of two-thirds of the shares
issued and outstanding and entitled to vote shall be necessary and sufficient
to constitute a quorum for the purposes of removal of one or more Directors or
revision of these Bylaws as otherwise provided by the Act, by the Certificate
of Incorporation or by these Bylaws. If, however such required quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which the required quorum shall be present or
represented, the business which was the item or items for which the adjournment
occurred may be considered and voted upon.

         Section 7. VOTING. When a quorum is present at any meeting, the vote
of the holders of a majority of the shares having voting power present in
person or represented by proxy at such meeting shall decide any questions
brought before such meeting, unless the question is one upon which, by express
provision of the Act or of the Certificate of Incorporation or by these Bylaws,
a different vote is required, in which case such express provision shall govern
and control the decision of such question. The stockholders present in person
or by proxy at a duly organized



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meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

         Section 8. PROXY. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Certificate of Incorporation, as
amended from time to time. At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder, or
by his duly authorized attorney in fact, and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period. Such proxy shall be filed with the Secretary of the Company prior to or
at the time of the meeting.

         A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Company generally.

         Section 9. ACTION BY CONSENT. Any action required or permitted by the
Act, the Certificate of Incorporation or these Bylaws to be taken at a meeting
of the stockholders of the Company may be taken without such a meeting if (i) a
consent(s) in writing (the "Consent Form"), setting forth the action so taken,
shall have been signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and (ii) such Consent Form(s) is delivered to the Company at its
registered office in Delaware or at its principal place of business or to an
officer or agent of the Company having custody of the minute book. Provided
however that for such consents to be binding the Company must have received, no
less than 120 days prior to the date the Consent Forms are mailed, the
proposing stockholder's description of the proposed item or items for which
written consent is solicited and the Board of Directors after such respect
established a record date to determine stockholders of record to vote on the
proposed item(s) by written consent.

         Section 10. NOTICE OF STOCKHOLDER PROPOSAL. (a) At an Annual Meeting,
only such business shall be conducted, and only such proposals shall be acted
upon, as shall have been brought before the Annual Meeting (i) by, or at the
direction of, the Board of Directors or (ii) by any stockholder of the Company
who complies with the notice procedures set forth in this Section of these
Bylaws. For a proposal to be properly brought before an Annual Meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not less than sixty (60) days nor more than ninety (90) days prior to
the scheduled Annual Meeting, regardless of any postponements, deferrals of
adjournments of that meeting to a later date; provided, however, that if less
than seventy (70) days' notice or prior public disclosure of the data of the
scheduled Annual Meeting is given or made, notice by the stockholder to be
timely must be so delivered or received not later than the close of business on
the tenth (10th) day following the earlier of the day on which such notice of
the date of the scheduled Annual Meeting was mailed or the day on which such
public





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disclosure was made. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before that Annual Meeting (i)
a brief description of the proposal desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting,
(ii) the name and address, as they appear on the Company's books, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (iii) the class and number of
shares of the Company's stock which are beneficially owned by the stockholder
on the date of such stockholder notice and by any other stockholder known by
such stockholder to be supporting such proposal on the date of such stockholder
notice, and (iv) any financial interest of the stockholder in such proposal.

         (b) If the presiding officer of the Annual Meeting determines that a
stockholder proposal was not made in accordance with the terms of this Section,
he shall so declare at the Annual Meeting and any such proposal shall not be
acted upon at the Annual Meeting.

         (c) This provision shall not prevent the consideration and approval or
disapproval at the Annual Meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
business shall be acted upon at such Annual Meeting unless stated, filed and
resolved as herein provided.

                                  ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. BOARD OF DIRECTORS. The business and affairs of the Company
shall be managed by or under the direction of its Board of Directors who may
exercise all such powers of the Company and do all such lawful acts and things
as are not by the Act or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

         Section 2. NUMBER OF DIRECTORS. The Board of Directors shall consist
of not less than three (3) nor more than fifteen (15) Directors, the exact
number of which shall be fixed by resolution of the Board of Directors from
time to time, none of whom need be stockholders or residents of the State of
Delaware. The Directors shall be classified, with respect to the time for which
they severally hold office, into three classes, as nearly equal in number as
possible, one class to hold office initially for a term expiring at the annual
meeting of stockholders of the Company to be held in 1989, another class to
hold office initially for a term expiring at the annual meeting of stockholders
to be held in 1990, and another class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1991, with members
of each class to hold office until their successors are elected and qualified.
At each annual meeting of stockholders of the Company, the successors to the
class of Directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election. The Directors shall be elected
at the annual meeting of stockholders, except as hereinafter provided, and each
Director elected shall hold office until his successor shall be elected and
shall qualify.





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         Section 3. VACANCIES. Newly created directorships resulting from any
increase in the authorized directorships resulting from any increase in the
authorized number of directors and any vacancies occurring in the Board of
Directors caused by death, resignation, retirement, disqualification or removal
from office of any Directors or otherwise, may be filled by the vote of a
majority of the Directors then in office, though less than a quorum, and each
successor Director so chosen shall hold office until the next election of the
class for which such Directors shall have been chosen and until their
successors shall be elected and qualified.

         Section 4. REMOVAL OF DIRECTORS. At any annual meeting of the
stockholders of the Company, any one or more of the Directors elected by the
shareholders may be removed for cause by an affirmative vote of a majority in
number of shares of the stockholders present in person or by proxy and entitled
to vote at such meeting, provided notice of the intention to act upon such
matter shall have been given in the notice calling such meeting. The term
"cause" is defined as the conviction of a felony or the adjudication by a court
of gross negligence or gross misconduct in the performance of the director's
duties.

         Section 5. NOMINATION OF DIRECTORS. Nominations of candidates for
election as directors at any annual meeting of stockholders may be made by the
Board of Directors or by any stockholder entitled to vote at such annual
meeting.  Only persons nominated in accordance with procedures set forth in
this Article shall be eligible for election as directors at an annual meeting.

         Nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Company as set forth in this Article. To be timely a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Company not later than 90 days prior to the
date of the scheduled annual meeting, regardless of postponements, deferrals or
adjournments of that meeting to a later date. Such stockholder's notice shall
set forth: (i) as to each person whom the stockholder proposes to nominate for
election as a director (a) the name, age, business address and residence
address of such person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Company's stock which are
beneficially owned by such person on the date of such stockholder notice and
(d) any other information relating to such person that would be required to be
disclosed pursuant to Regulation 13D and 13G under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), in connection with the acquisition of
shares, and pursuant to Regulation 14A under the Exchange Act, in connection
with the solicitation of proxies with respect to nominees for election as
directors, regardless of whether such person is subject to the provisions of
such regulations; and (ii) as to the stockholder giving the notice (a) the name
and address, as they appear on the Company's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominees,
and (b) the class and number of shares of the Company's stock which are
beneficially owned by such stockholder on the date of such stockholder notice
and beneficially owned by any other stockholders known by such stockholder to
be supporting such nominees on the date of such stockholder notice.

         No person shall be elected as a director of the Company unless
nominated in accordance with the procedures set forth in this Article. Ballots
bearing the names of all persons who have





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been nominated for election as directors at an annual meeting in accordance
with the procedures set for in this Article shall be provided for use at the
annual meeting.

         The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of this Article. If the Board
of Directors determines that the information provided in a stockholder's notice
does not satisfy the informational requirements of this Article in any material
respect, the Secretary of the Company shall promptly notify such stockholder of
the deficiency of the notice. The stockholder shall have an opportunity to cure
the deficiency by providing additional information to the Secretary within such
period of time, not to exceed five days, from the date such deficiency notice
is given to the stockholder, as the Board of Directors shall reasonably
determine. If the deficiency is not cured within such period, or if the Board
of Directors reasonably determines that the additional information provided by
the stockholder, together with the information previously provided, does not
satisfy the requirements of this Article in any material respect, then the
Board of Directors may reject such stockholder's nomination. The Secretary of
the Company shall notify a stockholder in writing whether his nomination has
been made in accordance with the time and informational requirements of this
Article. Notwithstanding the procedures set forth in this Article, if the Board
of Directors does not make a determination as to the validity of any
nominations by a stockholder, the presiding officer of the meeting to which the
nominations relate shall determine and declare at such meeting whether a
nomination was made in accordance with the terms of this Article. If the
presiding officer determines that a nomination was not made in accordance with
the terms of this Article, he shall so declare at the annual meeting and the
defective nomination shall be disregarded.

                                   ARTICLE IV

                             MEETINGS OF THE BOARD

         Section 1. MEETINGS. The Directors of the Company may hold their
meetings, both regular and special, at such times and places as are fixed from
time to time by resolution of the Board of Directors.

         Section 2. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors shall be held without further notice immediately following
the annual meeting of stockholders, and at the same place, unless by unanimous
consent of the Directors then elected and servicing such time or place shall be
changed.

         Section 3. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by resolution of the Board.

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President on oral
or written notice to each Director, given personally, or by telephone, or by
telegram, or by mail; special meetings shall be called by the Chairman of the
Board or the President or Secretary in like manner and on like notice on the





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written request of two Directors. The purpose of any special meeting shall be
specified in the notice or any waiver of notice.

         Section 5. QUORUM. At all meetings of the Board of Directors the
presence of a majority of the number of Directors then constituting the Board
of Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by the
Act or by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of directors, the Directors present thereat
may adjourn the meeting from time to time without notice other than
announcement at the meeting, until a quorum shall be present.

         Section 6. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate an Executive
Committee, to consist of two (2) or more Directors of the Company, one of whom
shall be designated as chairman, who shall preside at all meetings of such
Committee. To the extent provided in the resolution of the Board of Directors,
the Executive Committee shall have and may exercise all of the authority of the
Board of Directors in the management of the business and affairs of the
Company, except where action of the Board of Directors as a whole is expressly
required by the Act or by the Certificate of Incorporation, and shall have
power to authorize the seal of the Company to be affixed to all papers which
may require it. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. Any
member of the Executive Committee may be removed, for or without cause, by the
affirmative vote of a majority of the entire Board of Directors. If any vacancy
or vacancies occur in the Executive Committee caused by death, resignation,
retirement, disqualification, removal from office or otherwise, the vacancy
shall be filled by the affirmative vote of a majority of the whole Board of
Directors.

         Section 7. OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board, designate other committees, each
committee to consist of two (2) or more Directors of the Company, which
committees shall have such power and authority and shall perform such functions
as may be provided in such resolution.  Such committee or committees shall have
such name or names as may be designated by the Board and shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

         Section 8. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors, the Executive Committee or any
other committee of the Board of Directors, may be taken without such a meeting
if a consent in writing, setting forth the action so taken, is signed by all
the members of the Board or the Executive Committee or such other committee, as
the case may be and the writing or writings are filed with the minutes of
proceedings of the Board or Committee.

         Section 9. COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services and reimbursement for their expenses as the
Board of Directors, by resolution, shall establish; provided that nothing
herein contained shall be construed to preclude any Director from serving the
Company in any other capacity and receiving compensation therefor.





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                                   ARTICLE V

                               NOTICE OF MEETINGS

         Section 1. FORM OF NOTICE. Whenever under the provisions of the Act or
of the Certificate of Incorporation or of these Bylaws, written notice is
required to be given to any Director or stockholder, and no provision is made
as to how such written notice shall be given; such notice may be given in
writing, by mail, postage prepaid, addressed to such Director or stockholder at
such address as appears on the books of the Company. Any notice required or
permitted to be given by mail shall be deemed to be given at the time when the
same be thus deposited in the United States mails as aforesaid.

         Section 2. WAIVER. Whenever any notice is required to be given to any
stockholder or Director of the Company, under the provisions of the Act or of
the Certificate of Incorporation or of these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
of after the time stated in such notice, shall be deemed equivalent to the
giving of such notice.

         Section 3. TELEPHONE MEETINGS. Stockholders, members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold meetings of such stockholders, Board of Directors or
committee designated by the Board of Directors by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other.

                                   ARTICLE VI

                                    OFFICERS

         Section 1. OFFICERS OF THE COMPANY. The officers of the Company shall
be elected by the Board of Directors and shall be a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer. The Board
of Directors may also elect one or more Vice Chairmen and a Controller and one
or more of the following: Senior Executive Vice President, Executive Vice
President, Senior Vice President, Assistant Vice President, Assistant
Secretary, Assistant Treasurer and Assistant Controller. Any two or more
offices may be held by the same person.

         Section 2. ELECTION OF OFFICERS. At the first meeting of the Board of
Directors after each annual meeting of stockholders, the Board of Directors
shall elect the officers of the Company. From time to time, the Board of
Directors may elect such other officers and agents as it deems necessary.





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         Section 3. SALARIES. The salaries of all officers and agents of the
Company shall be fixed by, or in the manner determined by, the Board of
Directors or, if authorized by the Board of Directors, the Executive Committee
or the Compensation Committee.

         Section 4. TERM OF OFFICE AND REMOVAL. Each officer of the Company
shall hold office until his death, or his resignation or removal from office,
or the election and qualification of his successor, whichever shall first
occur. Any officer or agent elected or appointed by the Board of Directors may
be removed at any time, for or without cause, by the affirmative vote of a
majority of the whole Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

         Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the Chief Executive Officer of the Company and shall, subject to the overall
direction and supervision of the Board of Directors, in general, supervise and
control all of the business and affairs of the Company. The Chairman of the
Board shall perform such other duties, and may exercise such other powers, as
are from time to time prescribed by the Board of Directors. The Chairman of the
Board shall preside at all meetings of the stockholders and of the Board of
Directors.

         Section 6. VICE CHAIRMAN. The Vice Chairman or Vice Chairmen shall
assist the Chairman and perform such duties, and have such authority and
responsibilities, as shall be assigned to or required of him, her or them from
time to time by the Chairman of the Board or the Board of Directors.

         Section 7. PRESIDENT. The President shall be the Chief Operating
Officer of the Company and shall, subject to the overall direction and
supervision of the Board of Directors and the Chairman of the Board, in
general, be responsible for the active direction of the daily business of the
Company. The President shall perform such other duties, and may exercise such
other powers, as are from time to time prescribed by the Board of Directors or
the Chairman of the Board. In the absence or disability of the President, his
or her duties shall be performed by such Vice President as the Chairman of the
Board or the Board of Directors may designate. In case of the disability of the
Chairman of the Board, the President shall perform the duties of the Chairman
of the Board, unless otherwise determined by the Board of Directors.

         Section 8. VICE PRESIDENTS. Each Vice President shall perform such
duties, and may exercise such powers, as are from time to time prescribed by
the Board of Directors, the Chairman of the Board or the President. In the
absence or disability of the President, a Vice President designated by the
Board of Directors shall perform the duties and exercise the powers of the
President.

         An Assistant Vice President shall perform such duties as may be
prescribed by the Chairman of the Board, the President or any Vice President.

         Section 9. SECRETARY. The Secretary shall attend all meetings of the
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose. The Secretary shall perform like duties for the
Board of Directors and the Executive Committee when





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required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors and
shall perform such other duties, and may exercise such powers, as are from time
to time prescribed by the Board of Directors, the Chairman of the Board or the
President. The Secretary shall keep in safe custody the seal of the Company.

         Section 10. ASSISTANT SECRETARIES. Each Assistant Secretary shall have
perform such duties, and may exercise such powers, as are from time to time
prescribed by the Board of Directors, the Chairman of the Board, the President
or the Secretary.

         Section 11. TREASURER. The Treasurer shall have the custody of all
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements of the Company and shall deposit all moneys and
other valuable effects in the name and to credit of the Company in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall disburse the funds of the Company as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, shall render to the
Chairman of the Board and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his or her transactions as
Treasurer and of the financial condition of the Company, and shall perform such
other duties, and may exercise such other powers, as are from time to time
prescribed by the Board of Directors, the Chairman of the Board or the
President.

         Section 12. ASSISTANT TREASURERS. Each Assistant Treasurer shall
perform such duties, and may exercise such powers, as are from time to time
prescribed by the Board of Directors, the Chairman of the Board, the President
or the Treasurer.

         Section 13. CONTROLLER. The Controller shall share with the Treasurer
responsibility for the financial and accounting books and records of the
Company, shall report to the Treasurer, and shall perform such other duties,
and may exercise such other powers, as are from time to time prescribed by the
Board of Directors, the Chairman of the Board, the President or the Treasurer.

         Section 14. BONDING. If required by the Board of Directors, all or
certain of the officers shall give the Company a bond, in such form, in such
sum, and with such surety or sureties as shall be satisfactory to the Board,
for the faithful performance of the duties of their office and for the
restoration, retirement or removal from office, of all books, papers, vouchers,
money and other property whatever kind in their possession or under their
control belonging to the Company.

                                  ARTICLE VII

                             CERTIFICATES OF SHARE

         Section 1. FORM OF CERTIFICATES. Certificates, in such form as may be
determined by the Board of Directors, representing shares to which stockholders
are entitled shall be delivered to each stockholder. Such certificates shall be
consecutively numbered and shall be entered in the stock book of the Company as
they are issued. Each certificate shall state on the face thereof the





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holder's name, the number, class of shares, and the par value of such shares or
a statement that such shares are without par value. They shall be signed by the
Chairman of the Board, the President or a Vice President and the Secretary or
an Assistant Secretary, and may be sealed with the seal of the Company or a
facsimile thereof. If any certificate is countersigned by a transfer agent, or
an assistant transfer agent or registered by a registrar, either of which is
other than the Company or an employee of the Company, the signatures of the
Company's officers may be facsimiles. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been issued on such
certificate or certificates, shall cease to be such officer or officers of the
Company, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Company or its agents,
such certificate or certificates may nevertheless be adopted by the Company and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have
been used thereof had not ceased to be such officer or officers of the Company.

         Section 2. LOST CERTIFICATES. The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by the
Company alleged to have been lost or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate to be lost or destroyed.
When authorizing such issue of a new certificate, the Board of Directors, in
its discretion and as a condition precedent to the issuance thereof, may
require the owner of such lost or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Company a bond, in such form, in such sum, and with such surety or
sureties as it may direct as indemnity against any claim that may be made
against the Company with respect to the certificate alleged to have been lost
or destroyed.

         Section 3. TRANSFER OF SHARES. Upon surrender to the Company or a
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Company shall issue a new certificate to the person entitled
thereat, cancel the old certificate and record the transaction upon its books.

         Section 4. REGISTERED STOCKHOLDERS. The Company 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.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1. DIVIDENDS. Dividends upon the outstanding shares of the
Company, subject to the provisions of the Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
Company, subject to the provisions of the Act and the Certificate of
Incorporation. The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to receive payment of any
dividend, which record date shall





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not precede the date upon which the date shall not be more than sixty days
prior to the payment date of such dividend.  In the absence of any action by
the Board of Directors, the close of business on the date upon which the Board
of Directors adopts the resolution declaring such dividend shall be the record
date.

         Section 2. RESERVES. There may be created by resolution of the Board
of Directors out of the earned surplus of the Company such reserve or reserves
as the Directors from time to time, in their discretion, think proper to
provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the Company, or for such other purpose as the Directors shall
think beneficial to the Company, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

         Section 3. FISCAL YEAR. The fiscal year of the Company shall be fixed
by resolution of the Board of Directors.

         Section 4. SEAL. The Company shall have a seal, and said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Any officer of the Company shall have authority to
affix the seal to any document requiring it.

         Section 5. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting, and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the business
and condition of the Company.

         Section 6. CHECKS. All checks or demands for money and notes of the
Company shall be signed by such officer or officers or such other person or
persons at the Board of Directors may from time to time designate.

                                   ARTICLE IX

                                   INDEMNITY

         Section 1. INDEMNIFICATION. The Company shall indemnify any person who
was or is a party, or threatened to be made a party, to any suit or proceeding,
by reason of the fact that he or she is or was an authorized representative of
the Company (the "Indemnified Party"), for the specified liabilities and
expenses as set forth in Section 2. of this Article, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to any criminal action or proceeding
he or she had no reasonable cause to believe his or her conduct was unlawful.
The indemnification of a party, contained in the first sentence of this
Section, shall not apply if the Board of Directors, by a vote of the majority
of those present at any meeting of the Board of Directors, elect to exclude
such person from this indemnification provision.

         Section 2. LIABILITIES AND EXPENSES COVERED BY INDEMNIFICATION.
Liabilities and expenses covered by indemnification shall include, but shall
not be limited to, legal fees and disbursements and amounts of judgments, fines
or penalties against, and amounts paid in





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<PAGE>   13
settlement by the Indemnified Party. Any reasonable expense incurred by the
Indemnified Party with respect to defending any claim, action, suit or
proceeding may be advanced prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it
shall ultimately be determined that he is not entitled to indemnification under
the provisions of this Article IX and applicable Delaware Law.

         Section 3. INDEMNIFICATION ADDITIONAL TO OTHER RIGHTS. The rights of
indemnification provided for in this Article IX shall be in addition to any
rights to which any such Director, officer or employee may be entitled under
any agreement vote of stockholders, the Certificate of Incorporation, or as a
matter of law or otherwise.


                                   ARTICLE X

                                     BYLAWS

         Section 1. AMENDMENTS. Except for this Article X, Section 1, these
Bylaws may be altered, amended, or repealed at any meeting of the Board of
Directors at which a quorum is present, by the a majority of the total number
of directors constituting the Board of Directors, provided notice of the
proposed alteration, amendment, or repeal be contained in the notice of such
meeting.





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