EXHIBIT 3.2







                                    BYLAWS


                        FIRST DEPOSIT BANCSHARES, INC.

 
                                    BYLAWS

                        FIRST DEPOSIT BANCSHARES, INC.

                                   CONTENTS



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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.............................................................   2
     3.1  Management.......................................................   2
     3.2  Number of Directors..............................................   3
     3.3  Vacancies........................................................   3
     3.4  Election of Directors............................................   3
     3.5  Nomination of Directors..........................................   3
     3.6  Removal..........................................................   4
     3.7  Resignation......................................................   4
     3.8  Compensation.....................................................   4
     3.9  Honorary and Advisory Directors..................................   4

ARTICLE FOUR
     COMMITTEES............................................................   5
     4.1  Executive Committee..............................................   5
     4.2  Other Committees.................................................   6
     4.3  Removal..........................................................   6


                                      -i-

 
                                    BYLAWS

                        FIRST DEPOSIT BANCSHARES, INC.

                               CONTENTS (Cont.)



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ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS........................................    6
     5.1  Time and Place..................................................    6
     5.2  Regular Meetings................................................    6
     5.3  Special Meetings................................................    6
     5.4  Content and Waiver of Notice....................................    6
     5.5  Quorum; Participation by Telephone..............................    7
     5.6  Action in Lieu of Meeting.......................................    7
     5.7  Interested Directors and Officers...............................    7

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.........................................    8
     6.3  Powers and Duties of Vice Presidents............................    8
     6.4  Powers and Duties of the Secretary..............................    9
     6.5  Powers and Duties of the Treasurer..............................    9
     6.6  Appointment, Powers and Duties of Assistant Secretaries.........    9
     6.7  Appointment, Powers and Duties of Assistant Treasurers..........    9
     6.8  Delegation of Duties............................................   10

ARTICLE SEVEN
     CAPITAL STOCK........................................................   10
     7.1  Certificates....................................................   10
     7.2  Shareholder List................................................   11
     7.3  Transfer of Shares..............................................   11
     7.4  Record Dates....................................................   11
     7.5  Registered Owner................................................   11
     7.6  Transfer Agent and Registrars...................................   11
     7.7  Lost Certificates...............................................   11
     7.8  Fractional Shares or Scrip......................................   12


                                     -ii-

 
                                    BYLAWS

                        FIRST DEPOSIT BANCSHARES, INC.

                               CONTENTS (Cont.)



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ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS................................   12
     8.1   Inspection of Books and Records................................   12
     8.2   Seal...........................................................   13
     8.3   Annual Statements..............................................   13

ARTICLE NINE
     INDEMNIFICATION......................................................   13
     9.1   Authority to Indemnify.........................................   13
     9.2   Mandatory Indemnification......................................   13
     9.3   Advance for Expenses...........................................   14
     9.4   Court-ordered Indemnification and Advances for Expenses........   14
     9.5   Determination of Indemnification...............................   14
     9.6   Authorization of Indemnification...............................   15
     9.7   Other Rights...................................................   15
     9.8   Insurance......................................................   15
     9.9   Continuation of Expenses.......................................   15

ARTICLE TEN
     NOTICES: WAIVERS OF NOTICE...........................................   16
     10.1  Notices........................................................   16
     10.2  Waivers of Notice..............................................   16

ARTICLE ELEVEN
     BUSINESS COMBINATION.................................................   16

ARTICLE TWELVE
     FAIR PRICING.........................................................   16

ARTICLE THIRTEEN
     EMERGENCY POWERS.....................................................   16
     13.1  Bylaws.........................................................   16
     13.2  Lines of Succession............................................   17
     13.3  Head Office....................................................   17


                                     -iii-

 
                                    BYLAWS

                        FIRST DEPOSIT BANCSHARES, INC.

                               CONTENTS (Cont.)



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     13.4  Period of Effectiveness........................................   17
     13.5  Notices........................................................   17
     13.6  Officers as Directors Pro Tempore..............................   17
     13.7  Liability of Officers, Directors and Agents....................   17

ARTICLE FOURTEEN
     CHECKS, NOTES, DRAFTS, ETC...........................................   17

ARTICLE FIFTEEN
     AMENDMENTS...........................................................   18


                                     -iv-

 
                                    BYLAWS
                                      OF
                        FIRST DEPOSIT BANCSHARES, INC.



                                  ARTICLE ONE
                                    OFFICES

     The corporation shall maintain its principal office in Douglasville,
Georgia, its registered office in the State of Georgia and its registered agent
in the State of Georgia, 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 twenty-five percent 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
place, day and hour of the meeting shall be given in writing not less than ten
nor more than sixty days before the date of the meeting, either mailed to the
last known address as shown on the stock records of the corporation, transmitted
by telefax or other commonly accepted means of communication 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,
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 a plan of merger
or share exchange, in which event the waiver shall comply with the further
requirements of law concerning such waivers. Attendance at such meeting in
person or by proxy shall constitute a waiver of notice thereof.

 
      2.5  Quorum. At all meetings of shareholders a majority of the outstanding
shares of stock shall constitute a quorum for the transaction of business, and
no resolution or business shall be transacted without the favorable vote of the
holders of a majority of the shares represented at the meeting and entitled to
vote. A lesser number may adjourn from day to day, and shall announce the time
and place to which the meeting is adjourned. 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. 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 be the act of the shareholders, except as otherwise
provided by law, by the Articles of Incorporation or by 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. In the absence of the
Chairman and President, the Board of Directors shall designate one of its
members in attendance to act as Chairman. 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 so 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.


                                 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

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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 three (3) nor more than twenty-five (25) members. The number of Directors
may be fixed or changed from time to time, within the minimum and maximum, by
the shareholders by the affirmative vote of eighty percent (80%) of the issued
and outstanding shares of the corporation entitled to vote in an election of
Directors, or by the Board of Directors by the affirmative vote of two-thirds
(66-2/3%) of all Directors then in office.

      3.3  Vacancies. The Directors may fill the place of any Director which may
become vacant prior to the expiration of such Director's term, though less than
a quorum, or by the sole remaining Director, as the case may be, such
appointment by the Directors to continue until the expiration of the term of the
Director whose place has become vacant, whether by death, resignation or
removal, or by an increase in the number of Directors.

      3.4  Election of Directors. The Board of Directors shall be divided into
three (3) classes, Class I, Class II and Class III, which shall be nearly equal
in number as possible. Each Director in Class I shall be elected to an initial
term of one (1) year, each Director in Class II shall be elected to an initial
term of two (2) years and each Director in Class III shall be elected to an
initial term of three (3) years, and 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. Upon the expiration of the initial
terms of office for each Class of Directors, the Directors of each Class shall
be elected for terms of three (3) years, to serve until the election and
qualification of their successors or until their earlier resignation, death or
removal from office. Unless two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Section 3.4 may be amended or rescinded
only by the affirmative vote of the holders of at least eighty percent (80%) of
the issued and outstanding shares of the corporation entitled to vote in an
election of directors, at any regular or special meeting of the shareholders,
and notice of the proposed change must be contained in the notice of the
meeting.

      3.5  Nomination of Directors. Nominations for election to the Board of
Directors may be made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the corporation entitled to vote for
election of directors. Nominations other than those made by or on behalf of the
existing management shall be made in writing and be delivered or mailed to the
president of the corporation not less than 30 days nor more than 60 days prior
to any meeting of shareholders called for the election of directors; provided,
however, that if less than 21 days notice of the meeting is given to
shareholders, such nominations shall be received by the president of the
corporation not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Such notification shall
contain the following information to the extent known to the notifying
shareholder:

           (i)  The name and address of each proposed nominee.

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          (ii)  The principal occupation of each proposed nominee.

          (iii) The total number of shares of capital stock of the corporation
                that will be voted for each proposed nominee.

          (iv)  The name and residence address of the notifying shareholder.

          (v)   The number of shares of capital stock of the corporation owned
                by the notifying shareholder.

Nominations not made in accordance herewith may, in his or her discretion, be
disregarded by the chairperson of the meeting, and the vote tellers may
disregard all votes cast for each such nominee.

      3.6  Removal. Subject to any further limitations in the Articles of
Incorporation, 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 eighty percent (80%) 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.

      3.7  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.

      3.8  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.

      3.9  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.

                                       4

 
                                 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 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 the
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 they 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 have been taken pursuant to or
in reliance upon such proceedings prior to any such revision or alteration.

               (d)  The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and by the
corporation in which officers or Directors of the corporation are interested
shall require the affirmative vote of a majority of the disinterested members of
the Executive Committee at a meeting of the Executive Committee at which the
material facts as to the interest and as to the contract or transaction are
disclosed or known to the members of the Executive Committee prior to the vote.

               (e)  Members of the Executive Committee may participate in
committee proceedings by means of conference telephone or similar communications
equipment by means of which all

                                       5

 
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 power at any time to
remove any member of any committee, with or without cause, and to fill vacancies
in 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, cablegram, personal delivery, telephone, telefax, or
other commonly accepted means of communication 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.

      5.4  Content and Waiver of Notice. No notice of any meeting of the Board
of Directors need 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

                                       6

 
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 by means of 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 appropriate committee 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; or (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.

                                       7

 
                                  ARTICLE SIX
                        OFFICERS, AGENTS AND EMPLOYEES

      6.1  General Provisions. The officers of the corporation shall be a
President and a Secretary, and may include a Treasurer, 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 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 contract 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 contract 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 Vice-Chairman shall act as Chairman of the Board of Directors in the absence
of the Chairman 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 keep the Board of Directors fully advised. 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

                                       8

 
respect thereof and may in his or her discretion delegate such powers by
executing proxies, or otherwise, 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 be responsible for the taking and maintenance of 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 giving 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 and
all commercial documents requiring endorsements 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.

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      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 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 such 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.

                                       10

 
            (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 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. Said record shall be presented and kept open
at all meetings of the shareholders.

      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. 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 fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than seventy 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.

                                       11

 
      7.7  Lost Certificates. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall make an affidavit or affirmation of the fact in
such manner as the Board of Directors may require and, if the Directors so
require, shall give the corporation a bond of indemnity in form and amount and
with one or more sureties satisfactory to the Board of 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)  A shareholder of record shall be entitled to the inspection
rights with respect to the corporation's records set forth in O.C.G.A. Section
14-2-1602(b), subject to all of the terms and conditions set forth therein and
in this Article Eight. A shareholder of record of at least two percent (2%) of
the outstanding shares of the corporation shall be entitled to the inspection
rights set forth in O.C.G.A. Section 14-2-1602(d), subject to the terms and
conditions therein and in this Article Eight. The records of the corporation are
confidential to the corporation and, except to the extent set forth herein,
shall not be disclosed to any party, except as provided by law.

               (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.

                                       12

 
               (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 said 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
said notice the basis for the rejection of the shareholder's request (which may
include prior action or conduct of the shareholder).

               (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 shall 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

                                       13

 
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 action 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.

      9.3  Advance 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 section, 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 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;

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          (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 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
stockholders, 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

                                       15

 
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 be construed to mean personal
notice, but such notice may be given by personal notice, by telegram or
cablegram, or by mail by depositing the same in the post office or letter box in
a postage prepaid sealed wrapper, addressed to such shareholder, 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
                             BUSINESS COMBINATION

     The requirements of Article 11, Part 2 of the Georgia Business Corporation
Code shall be applicable to the corporation.


                                ARTICLE TWELVE
                                 FAIR PRICING

     The requirements of Article 11, Part 3 of the Georgia Business Corporation
Code shall be applicable to the corporation.

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                               ARTICLE THIRTEEN
                               EMERGENCY POWERS

      13.1  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 meeting 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.

     13.2   Lines of Succession. The Board of Directors, either before or during
any such emergency, may provide, and from time to time 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.

      13.3  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.

      13.4  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.

      13.5  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.

      13.6  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.

      13.7  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.

                                       17

 
                               ARTICLE FOURTEEN
                          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 FIFTEEN
                                  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.

                                       18