EXHIBIT 3(b)

BY-LAWS

CHECKFREE HOLDINGS CORPORATION

A DELAWARE CORPORATION

AS OF DECEMBER 15, 1997

TABLE OF CONTENTS

ARTICLE I OFFICES..................................................................................... 1

Section 1. Registered Office.......................................................................... 1

Section 2. Other Offices.............................................................................. 1

ARTICLE II MEETINGS OF STOCKHOLDERS.................................................................... 1

Section 1. Place...................................................................................... 1

Section 2. Annual Meeting............................................................................. 1

Section 3. Notice of Annual Meeting................................................................... 1

Section 4. List of Stockholders....................................................................... 1

Section 5. Special Meetings........................................................................... 1

Section 6. Notice of Special Meetings................................................................. 2

Section 7. Business at Annual or Special Meetings..................................................... 2

Section 8. Quorum..................................................................................... 2

Section 9. Voting Power............................................................................... 3

Section 10. Votes; Proxies.............................................................................. 3

ARTICLE III DIRECTORS................................................................................... 3

Section 1. Nominations for Election of Directors...................................................... 3

Section 2. Number of Directors........................................................................ 4

Section 3. Powers of Board of Directors............................................................... 4

Section 4. Place of Meetings.......................................................................... 4

Section 5. Organizational Meetings.................................................................... 5

Section 6. Regular Meetings........................................................................... 5

Section 7. Special Meetings........................................................................... 5

Section 8. Quorum..................................................................................... 5

Section 9. Actions by Unanimous Written Consent....................................................... 5

Section 10. Participation by Telephonic Communications.................................................. 5

Section 11. Designation of Committees................................................................... 6

Section 12. Minutes of Committee Meetings............................................................... 6

Section 13. Compensation and Expenses of Directors...................................................... 6

ARTICLE IV NOTICES..................................................................................... 6

Section 1. Manner of Notices.......................................................................... 6

Section 2. Waiver of Notices.......................................................................... 7

ARTICLE V OFFICERS.................................................................................... 7

Section 1. Designations of Officers................................................................... 7

Section 2. Election of Officers....................................................................... 7

Section 3. Other Officers............................................................................. 7

Section 4. Salaries of Officers....................................................................... 7

Section 5. Terms of Office............................................................................ 7

Section 6. Duties of Chairman of the Board............................................................ 7

Section 7. Authority of Chairman of the Board to Execute Documents.................................... 8

Section 8. Duties of the President.................................................................... 8

Section 9. Duties of the Vice-Presidents.............................................................. 8

Section 10. Duties of the Secretary..................................................................... 8

Section 11. Duties of the Assistant Secretary........................................................... 8

Section 12. Duties of the Treasurer..................................................................... 9

Section 13. Further Duties of the Treasurer............................................................. 9

Section 14. Bond........................................................................................ 9

Section 15. Assistant Treasurer......................................................................... 9

ARTICLE VI CERTIFICATE OF STOCK........................................................................ 9

Section 1. Certificates............................................................................... 9

Section 2. Facsimile Signatures....................................................................... 9

Section 3. Lost Certificates.......................................................................... 10

Section 4. Transfer of Stock.......................................................................... 10

Section 5. Fixing Record Date......................................................................... 10

Section 6. Registered Stockholders.................................................................... 10

ARTICLE VII GENERAL PROVISIONS; DIVIDENDS............................................................... 11

Section 1. Dividend................................................................................... 11

Section 2. Reserves................................................................................... 11

Section 3. Annual Statement........................................................................... 11

Section 4. Checks..................................................................................... 11

Section 5. Fiscal Year................................................................................ 11

Section 6. Seal....................................................................................... 11

ARTICLE VIII AMENDMENTS.................................................................................. 11

Section 1. Amendments; Approval....................................................................... 11

iii

ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS................................................... 12

Section 1. Grant of Indemnification................................................................... 12

Section 2. Non-Exclusivity............................................................................ 13

Section 3. Burden of Proof............................................................................ 13

Section 4. Advancement of Expenses.................................................................... 13

Section 5. Insurance, Contracts, and Funding.......................................................... 13

Section 6. Severability; Statutory Alternative.......................................................... 14

Section 7. Procedures; Presumptions, and Effect of Certain Proceedings; Remedies........................ 14

Section 8. Definitions.................................................................................. 17

Section 9. Acts of Disinterested Directors.............................................................. 18

ARTICLE I
OFFICES

Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation 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 Corporation may
require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Place. All meetings of the stockholders shall be held at
such place either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.

Section 2. Annual Meeting. Annual meetings of stockholders shall be
held on such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting, at which they shall elect
a Board of Directors, and transact such other business as may properly be
brought before the meeting.

Section 3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date, and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

Section 4. List of Stockholders. The Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. 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
Corporation's principal office. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present.

Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of two-thirds of the
Board of Directors. Such request shall state the purpose or purposes of the
proposed meeting.

Section 6. Notice of Special Meetings. Written notice of a special
meeting stating the place, date, and hour of the meeting, and the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.

Section 7. Business at Annual or Special Meetings. At an annual or
special meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly brought before
such meeting. To be properly brought before a meeting of stockholders, business
must be (i) in the case of an annual meeting, properly brought before the
meeting by or at the direction of the Board of Directors, (ii) in the case of a
special meeting, specified in the notice of the special meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a stockholder and
specified in the notice of the special meeting (or any supplement thereto). For
business to be properly brought before a meeting of stockholders by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 70 days nor more than 90 days prior to the date of an
annual meeting of stockholders or, if a special meeting, not later than the
close of business on the 7th day following the earlier of (i) the day on which
such notice of the date of the meeting was mailed, or (ii) the day on which
public disclosure of the date of the special meeting was made.

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

Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 7. The chairman of the stockholder meeting
shall, if the facts warrant, determine and declare to the meeting that the
business was not properly brought before the meeting in accordance with the
procedures prescribed by these By-Laws, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

Section 8. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such 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 a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 9. Voting Power. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation or By-Laws a different vote is
required in which case such express provision shall govern and control the
decision of such question.

Section 10. Votes; Proxies. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after eleven months from its date, unless the proxy provides for a
longer period.

ARTICLE III
DIRECTORS

Section 1. Nominations for Election of Directors. (A) Only persons
nominated in accordance with the procedures set forth in this Section 1 shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of directors at such a meeting who
complies with the notice procedures set forth in this Section 1. Such
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 Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 70 days nor more than 90 days prior to the date of an annual meeting
of stockholders or, if the election of directors is to take place at a special
meeting of stockholders, not later than the close of business on the 7th day
following the earlier of (i) the day on which such notice of the date of the
meeting was mailed or (ii) the day on which public disclosure of the date of the
special meeting was made.

A stockholder's notice to the Secretary 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 Corporation which are beneficially owned by such person on the
date of such stockholder's notice, (d) a description of all arrangements or
understandings between

the person being nominated and the stockholder giving the notice and all other
stockholders known by such stockholder to be supporting the person being
nominated, and (e) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended, or any successor act or
regulation (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the stockholder giving the notice, (a) the name and
address, as they appear on the Corporation's books, of the stockholder and any
other stockholders known by such stockholder to be supporting such nominees, and
(b) the class and number of shares of the Corporation which are beneficially
owned by such stockholder on the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting such nominees on
the date of such stockholder's notice. The Corporation may require any proposed
nominee to furnish such other information as may be reasonably required by the
Corporation to determine the qualifications of such proposed nominee to serve as
a director of the Corporation.

No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 1; provided, however, that the provisions of this Section 1 shall not
apply to the nomination of any person entitled to be separately elected as a
director by the holders of preferred stock, if any, of the Corporation. The
chairman of the stockholders meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

(B) At all elections of directors the candidates receiving the greatest
number of votes shall be elected.

Section 2. Number of Directors. The number of directors of the
Corporation shall be not less than three (3) nor more than fifteen (15). The
number of directors shall be as provided from time to time in these By-Laws and
is hereby fixed at seven (7), provided that no amendment to the By-Laws
decreasing the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further that no action shall be taken by
the directors (whether through amendment of these By-Laws or otherwise) to
increase the number of directors as provided in the By-Laws from time to time
unless at least two-thirds (66 2/3%) of the directors then in office shall
concur in that action. Directors need not be stockholders.

Section 3. Powers of Board of Directors. The business of the
Corporation shall be managed by or under the direction of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws directed or required to be exercised or done by the
stockholders.

Section 4. Place of Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

Section 5. Organizational Meetings. The first meeting of each newly
elected Board of Directors shall be held immediately after the annual meeting of
stockholders at the same place as such annual meeting is held and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event such
meeting is not held at the time and place provided herein, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.

Section 6. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors.

Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the chairman of the board or the president and shall
be called by the chairman of the board or the president or the secretary on the
written request of a majority of the directors. Notice of special meetings of
the Board of Directors shall be given to each director (i) in a writing mailed
not less than three days before such meeting addressed to the residence or usual
place of business of a director, (ii) by facsimile or telegram sent not less
than two days before such meeting to the residence or usual place of business of
a director, or (iii) delivered in person or by telephone not less than one day
before such meeting.

Section 8. Quorum. At all meetings of the Board of Directors a
majority of the directors shall constitute a quorum for the transaction of
business and the act of 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 statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board 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 9. Actions by Unanimous Written Consent. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, 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 all members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

Section 10. Participation by Telephonic Communications. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

Section 11. Designation of Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of not less than two directors of
the Corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.

In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease, or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution; and, unless the resolution or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

Section 12. Minutes of Committee Meetings. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

Section 13. Compensation and Expenses of Directors. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, the Board of
Directors shall have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
NOTICES

Section 1. Manner of Notices. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in

writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram or telecopy.

Section 2. Waiver of Notices. Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

Section 1. Designations of Officers. The officers of the Corporation
shall be chosen by the Board of Directors and shall be a chairman of the board,
a president, a vice-president, a secretary, and a treasurer. The Board of
Directors may also choose additional vice-presidents (including senior,
executive, or assistant vice-presidents), and one or more assistant secretaries
and assistant treasurers. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these By-Laws otherwise provides.

Section 2. Election of Officers. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a chairman, a
president, one or more vice-presidents, a secretary, and a treasurer.

Section 3. Other Officers. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

Section 4. Salaries of Officers. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.

Section 5. Terms of Office. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

Section 6. Duties of Chairman of the Board. The chairman of the Board
of Directors shall be the chief executive officer of the Corporation and shall
have general control and management of the business affairs and policies of the
Corporation. He shall be generally responsible for the proper conduct of the
business of the Corporation. During the absence or disability of the president,
he shall exercise all the powers and discharge all the duties of the president.
He shall preside at all meetings of the stockholders and of the Board of
Directors at which he is present; and, in his

absence, the president shall preside at such meetings. He shall have such other
powers and perform such other duties as from time to time may be conferred or
imposed upon him by the Board of Directors.

Section 7. Authority of Chairman of the Board to Execute Documents.
The chairman of the Board of Directors shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation.

Section 8. Duties of the President. The president of the Corporation
shall be the principal operating and administrative officer of the Corporation.
If there is no chairman of the board or during the absence or disability of the
chairman of the board, he shall exercise all of the powers and discharge all of
the duties of the chairman of the board. He shall, in the absence of the
chairman of the board, possess power to sign all certificates, contracts, and
other instruments of the Corporation. He shall, in the absence of the chairman
of the board, preside at all meetings of the stockholders and of the Board of
Directors. He shall perform all such other duties as are incident to his office
or are properly required of him by the Board of Directors.

Section 9. Duties of the Vice-Presidents. In the absence of the
president or in the event of his inability or refusal to act, the vice-president
(or in the event there be more than one vice-president, the vice-presidents in
the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-presidents shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

Section 10. Duties of the Secretary. The secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He 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 as may be prescribed by the Board
of Directors or chief executive officer, under whose supervision he shall be. He
shall have custody of the corporate seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

Section 11. Duties of the Assistant Secretary. The assistant secretary,
or if there be more than one, the assistant secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the secretary

and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

Section 12. Duties of the Treasurer. The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

Section 13. Further Duties of the Treasurer. The treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the chairman of the board, president, and the Board of Directors, at its regular
meetings or when the Board of Directors so requires, an account of all his
transactions as treasurer and of the financial condition of the Corporation.

Section 14. Bond. If required by the Board of Directors, the treasurer
shall give the Corporation a bond (which shall be renewed each year) in such sum
and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement,
or removal from office, of all books, papers, vouchers, money, and other
property of whatever kind in his possession or under his control belonging to
the Corporation.

Section 15. Assistant Treasurer. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

ARTICLE VI
CERTIFICATE OF STOCK

Section 1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the chairman of the board or the president or a vice-president
and the treasurer or an assistant treasurer or the secretary or an assistant
secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

Section 2. Facsimile Signatures. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors (through the
Corporation's duly authorized officers) may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors (through the
Corporation's duly authorized officers) may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

Section 4. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.

Section 5. Fixing Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, entitled to express consent to
corporate action in writing without a meeting, entitled to receive payment of
any dividend or other distribution or allotment of any rights, entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and shall
not be more than sixty nor less than ten days before the date of any such
meeting, nor more than sixty days prior to any other action, provided that the
record date to determine stockholders entitled to consent in writing without a
meeting shall be not more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and 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 the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors to the extent permitted by
applicable law then in effect. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, deem
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall deem conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the Corporation shall end on
June 30 of each year, unless otherwised fixed by resolution of the Board of
Directors.

Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

ARTICLE VIII
AMENDMENTS

Section 1. Amendments; Approval. These By-Laws may be amended or
repealed or new provisions may be adopted by affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal or by a majority vote of the Board of Directors when such power is
conferred upon the Board of Directors by the Certificate of Incorporation;
provided, however, that the provisions set forth in this Article VIII, in
Article II, Sections 5, 7, and 8, in Article III, Sections 1 and 2, and in
Article IX herein may not be altered, amended, or repealed in any respect, and
new provisions inconsistent therewith may not be adopted, unless such action is
approved by (i) the affirmative vote of the holders of at least eighty (80%) of

all of the outstanding shares of capital stock of the Corporation entitled to
vote on such matter at a meeting of stockholders called for that purpose, except
that if the Board of Directors, by an affirmative vote of at least sixty-six and
two-thirds (66-2/3%) of the entire Board of Directors, recommends approval of
such amendment to these By-Laws to the stockholders, such approval may be
effected by the affirmative vote of the holders of at least a majority of the
outstanding shares of capital stock of the Corporation present in person or
represented by proxy and entitled to vote on such matter at a meeting of
stockholders called for that purpose or (ii) by an affirmative vote of at least
sixty-six and two-thirds (66-2/3%) of the entire Board of Directors when such
power is conferred upon the Board of Directors by the Certificate of
Incorporation.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Grant of Indemnification. The Corporation shall, to the
fullest extent permitted by applicable law as then in effect, indemnify any
person (the "indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness) or was or is threatened to be made
so involved in any threatened, pending, or completed investigation, claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including, without limitation, any action or proceeding by or in
the right of the Corporation to procure a judgment in its favor (a
"Proceeding"), by reason of the fact that he is or was a director of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another Corporation, or of a partnership, joint venture,
trust, or other enterprise (including, without limitation, service with respect
to any employee benefit plan), whether the basis of any such Proceeding is
alleged action in an official capacity as director or officer or in any other
capacity while serving as a director or officer, against all expenses,
liability, and loss (including, without limitation attorneys' fees, judgments,
fines, ERISA excise taxes or penalties, and amounts paid or to be paid in
settlement) actually and reasonably incurred by him in connection with such
Proceeding. Such indemnification shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of his heirs, executors,
administrators, and legal representatives. The right to indemnification
conferred in this Article shall include the right to receive payment of any
expenses incurred by the indemnitee in connection with such Proceeding in
advance of the final disposition of the Proceeding, consistent with applicable
law as then in effect. All rights to indemnification conferred in this Article,
including rights to the advancement of expenses and the evidentiary, procedural,
and other provisions of this Article, shall be contract rights. The Corporation
may, by action of its Board of Directors, provide indemnification for officers,
employees, agents, attorneys, and representatives of the Corporation with up to
the same scope and extent as hereinabove provided for directors. No amendment to
the Certificate of Incorporation or amendment or repeal of the By-Laws having
the effect of modifying or repealing any of the provisions of this Article in a
manner adverse to the indemnitee shall abridge or adversely affect any right to
indemnification or other similar rights and benefits with respect to any acts or
omissions occurring prior to such amendment or repeal. This Article shall be
applicable to all Proceedings, whether arising from acts or omissions occurring
before or after the adoption of this Article.

Section 2. Non-Exclusivity. The right of indemnification,
including the right to receive payment in advance of expenses, conferred in this
Article shall not be exclusive of any other rights to which any person seeking
indemnification may otherwise be entitled under any provision of the Certificate
of Incorporation, By-Laws, agreement, applicable corporate law and statute, vote
of Disinterested Directors (as hereinafter defined) or stockholders or
otherwise. The indemnitee is free to proceed under any of the rights or
procedures available to him.

Section 3. Burden of Proof. In any determination, review of a
determination, action, arbitration, or other proceeding relating to the right to
indemnification conferred in this Article, the Corporation shall have the burden
of proof that the indemnitee has not met any standard of conduct or belief which
may be required by applicable law to be applied in connection with a
determination that the indemnitee is not entitled to indemnification and also
the burden of proof on any of the issues which may be material to a
determination that the indemnitee is not entitled to indemnification. Neither a
failure to make such a determination of entitlement nor an adverse determination
of entitlement to indemnification shall be a defense of the Corporation in an
action or proceeding brought by the indemnitee or by or on behalf of the
Corporation relating to indemnification or create any presumption that the
indemnitee has not met any such standard of conduct or belief or is otherwise
not entitled to indemnification. If successful in whole or in part in such an
action or proceeding, the indemnitee shall be entitled to be further indemnified
by the Corporation for the expenses actually and reasonably incurred by him in
connection with such action or proceeding.

Section 4. Advancement of Expenses. All reasonable expenses
incurred by or on behalf of the indemnitee in connection with any Proceeding
shall be advanced from time to time to the indemnitee by the Corporation
promptly after the receipt by the Corporation of a statement from the indemnitee
requesting such advance, whether prior to or after final disposition of such
Proceeding.

Section 5. Insurance, Contracts, and Funding. The Corporation may
purchase and maintain insurance to protect itself and any person who is, or may
become an officer, director, employee, agent, attorney, trustee, or
representative (any of the foregoing being herein referred to as a
"Representative") of the Corporation or, at the request of the Corporation, a
Representative of another corporation or entity, against any expenses,
liability, or loss asserted against him or incurred by him in connection with
any Proceeding in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such expense, liability, or loss under the provisions of this Article or
otherwise. The Corporation may enter into contracts with any Representative of
the Corporation, or any person serving as such at the request of the Corporation
for another corporation or entity, in furtherance of the provisions of this
Article. Such contracts shall be deemed specifically approved and authorized by
the stockholders of the Corporation and not subject to invalidity by reason of
any interested directors. The Corporation may create a trust fund, grant a
security interest, or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification of any person entitled thereto.

Section 6. Severability; Statutory Alternative. If any provision
or provisions of this Article shall be held to be invalid, illegal, or
unenforceable for any reason whatsoever, (a) the validity, legality, and
enforceability of all of the remaining provisions of this Article shall not in
any way be affected or impaired thereby; and (b), to the fullest extent
possible, the remaining provisions of this Article shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal, or
unenforceable. In the event that the indemnitee elects, as an alternative to the
procedures specified in this Article, to follow one of the procedures authorized
by applicable corporate law or statute to enforce his right to indemnification
and notifies the Corporation of his election, the Corporation agrees to follow
the procedure so elected by the indemnitee. If in accordance with the preceding
sentence, the procedure therefor contemplated herein, the procedure elected by
the indemnitee in any specific circumstances or such election by the indemnitee
shall be invalid or ineffective in bringing about a valid and binding
determination of the entitlement of the indemnitee to indemnification, the most
nearly comparable procedure authorized by applicable corporate law or statute
shall be followed by the Corporation and the indemnitee.

Section 7. Procedures; Presumptions, and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the foregoing
provisions of this Article, the following procedures, presumptions, and remedies
shall apply with respect to advancement of expenses and the right to
indemnification under this Article:

(a) Advancement of Expenses. The advancement or reimbursement of
expenses to an indemnitee shall be made within 20 days after the receipt by the
Corporation of a request therefor from the indemnitee. Such request shall
reasonably evidence the expenses incurred or about to be incurred by the
indemnitee and, if required by law at the time of such advance, shall include or
be accompanied by an undertaking by or on behalf of the indemnitee to repay the
amounts advanced if it should ultimately be determined that the indemnitee is
not entitled to be indemnified against such expenses.

(b) Procedure for Determination of Entitlement to Indemnification.

(i) To obtain indemnification (except with respect to the
advancement of expenses), an indemnitee shall submit to the President or
Secretary of the Corporation a written request, including such documentation and
information as is reasonably available to the indemnitee and reasonably
necessary to determine whether and to what extent the indemnitee is entitled to
indemnification (the "Supporting Documentation"). The Secretary of the
Corporation shall promptly advise the Board of Directors in writing that the
indemnitee has requested indemnification. The determination of the indemnitee's
entitlement to indemnification shall be made not later than 60 days after
receipt by the Corporation of the written request and Supporting Documentation.

(ii) The indemnitee's entitlement to indemnification shall be
determined in one of the following ways: (A) by a majority vote of the
Disinterested Directors (which term shall mean the Disinterested Director, if
there is only one); (B) by a written opinion of the Independent Counsel (as
hereinafter defined) if (I) a majority of the Disinterested Directors so
directs, (II) there

is no Disinterested Director, or (III) a Change of Control (as hereinafter
defined) shall have occurred and the indemnitee so requests, in which case the
Disinterested Directors shall be deemed to have so directed, (C) by the
stockholders of the Corporation (but only if a majority of the Disinterested
Directors determines that the issue of entitlement to indemnification should be
submitted to the stockholders for their determination); or (D) as provided in
subsection 7(c) below.

(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to subsection
7(b)(ii), a majority of the Disinterested Directors shall select the Independent
Counsel, but only an Independent Counsel to which the indemnitee does not
reasonably object; provided, however, that if a Change of Control shall have
occurred, the indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which the Board of Directors does not reasonably object.

(c) Presumptions and Certain Proceedings. Except as otherwise
expressly provided in this Article, the indemnitee shall be presumed to be
entitled to indemnification upon submission of a request for indemnification
together with the Supporting Documentation, and thereafter in any determination
or review of any determination, and in any arbitration, proceeding, or
adjudication the Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. In any event, if the person or
persons empowered under subsection 7(b)(ii) of this Article to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after receipt by the Corporation of the
request therefor together with the Supporting Documentation, the indemnitee
shall be deemed to be entitled to indemnification. In either case, the
indemnitee shall be entitled to such indemnification, unless (i) the indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (ii) such indemnification
is prohibited by law, in either case as finally determined by adjudication or,
at the indemnitee's sole option, arbitration (as provided in Subsection 7(d) of
this Article). The termination of any Proceeding, or of any claim, issue, or
matter therein, by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, adversely affect the
right of the indemnitee to indemnification or create any presumption with
respect to any standard of conduct or belief or any other matter which might
form a basis for a determination that the indemnitee is not entitled to
indemnification. With regard to the right to indemnification for expenses, (A)
if and to the extent that the indemnitee has been successful on the merits or
otherwise in any Proceeding, or (B) if a Proceeding was terminated without a
determination of liability on the part of the indemnitee with respect to any
claim, issue, or matter therein or without any payments in settlement or
compromise being made by the indemnitee with respect to a claim, issue, or
matter therein, or (C) if and to the extent that the indemnitee was not a party
to the Proceeding, the indemnitee shall be deemed to be entitled to
indemnification, which entitlement shall not be defeated or diminished by
any/determination which may be made pursuant to clauses (A), (B), or (C) of
subsection 7(b)(ii) of this Article.

(d) Remedies of Indemnitee.

(i) In the event that a determination is made pursuant to
subsection 7(b) of this Article that the indemnitee is not entitled to
indemnification under this Article, (A) the indemnitee shall be entitled to seek
an adjudication of his entitlement to such indemnification either, at the
indemnitee's sole option, in (I) an appropriate court of the State of Delaware
or any other court of competent jurisdiction or (II) to the extent consistent
with law, arbitration to be conducted by three arbitrators (or, if the dispute
involves less than $100,000, by a single arbitrator) pursuant to the rules of
the American Arbitration Association; (B) any such judicial Proceeding or
arbitration shall be de novo and the indemnitee shall not be prejudiced by
reason of such adverse determination; and (C) in any such judicial Proceeding or
arbitration the Corporation shall have the burden of proof that the indemnitee
is not entitled to indemnification under this Article.

(ii) If a determination shall have been made or deemed to
have been made, pursuant to subsection 7(b) or 7(c) of this Article, that the
indemnitee is entitled to indemnification, the Corporation shall be obligated to
pay the amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination, unless (A) the indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law, in either case as finally determined by adjudication or,
at the indemnitee's sole option, arbitration (as provided in subsection 7(d)(i)
of this Article). In the event that (I) advancement of expenses is not timely
made by the Corporation pursuant to this Article or (II) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to subsection 7(b) or 7(c) of this Article, the indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligations to pay to
the indemnitee such advancement of expense of indemnification. Notwithstanding
the foregoing, the Corporation may bring an action, in an appropriate court in
the State of Delaware or any other court of competent jurisdiction, contesting
the right of the indemnitee to receive indemnification hereunder due to the
occurrence of a circumstance described in subclause (A) of this subsection
7(d)(ii) or a prohibition of law (both of which are herein referred to as a
"Disqualifying Circumstance"). In either instance, if the indemnitee shall
elect, at his sole option, that such dispute shall be determined by arbitration
(as provided in subsection 7(d)(i) of this Article), the indemnitee and the
Corporation shall submit the controversy to arbitration. In any such enforcement
action or other proceeding whether brought by the indemnitee or the Corporation,
the indemnitee shall be entitled to indemnification unless the Corporation can
satisfy the burden of proof that indemnification is prohibited by reason of a
Disqualifying Circumstance.

(iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this subsection 7(d)
that the procedures and presumptions of this Article are not valid, binding, and
enforceable and shall stipulate in any such court or before any such arbitrator
or arbitrators that the Corporation is bound by all of the provisions of this
Article.

(iv) In the event that the indemnitee, pursuant to this
Article, seeks a judicial adjudication of or an award in arbitration to enforce
his rights under, or to recover damages for breach of, this Article, or is
otherwise involved in any adjudication or arbitration with respect to his right
to indemnification, the indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any expenses
actually and reasonably incurred by him if the indemnitee prevails in such
adjudication or arbitration. If it shall be determined in such adjudication or
arbitration that the indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by the
indemnitee in connection with such adjudication or arbitration shall be prorated
accordingly.

Section 8. Definitions. For purposes of indemnification under this
Article or otherwise the following terms shall have the respective meanings
ascribed to such terms:

"Change in Control" means a change in control of the Corporation of a
nature that would be required to be reported in response to Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934 (the
"Act"), whether or not the Corporation is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall
be deemed to have occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 20 percent or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board of Directors in office immediately prior
to such acquisition; (b) the Corporation is a party to a merger, consolidation,
sale of assets, or other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (c) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for election by
the Corporation's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who were Directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

"Disinterested Director" means a director of the Corporation who is not
or was not a material party to the Proceeding in respect of which
indemnification is sought by the indemnitee.

"Independent Counsel" means a law firm or a member of a law firm that
neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the indemnitee in any matter or (b) any other
party to the Proceeding giving rise to a claim for indemnification under this
By-Law. Notwithstanding the foregoing, the term "Independent Counsel" shall not
include any person who, under the applicable standards of professional conduct
then prevailing under the law of the State of Delaware, would have a conflict of
interest in representing either the Corporation or the indemnitee in an action
to determine the indemnitee's rights under this Article.

Section 9. Acts of Disinterested Directors. Disinterested Directors
considering or acting on any indemnification matter under this Article or under
governing corporate law or otherwise may consider or take action as the Board of
Directors or may consider or take action as a committee or individually or
otherwise. In the event that Disinterested Directors consider or take action as
the Board of Directors, one-third of the total number of directors in office
shall constitute a quorum.

Dated: December 15, 1997 CHECKFREE HOLDINGS CORPORATION

By: /s/ Peter J. Kight
-----------------------------
Peter J. Kight, President and
Chief Executive Officer