Bylaws - WorldCom Inc.


                                 RESTATED BYLAWS
                                       OF
                                 WORLDCOM, INC.

                             (a Georgia Corporation)

                                    ARTICLE I

                                     OFFICES

                  The principal office of the corporation shall be located in
Clinton, Mississippi. The principal books of the corporation shall be kept at
such principal office, with necessary books and records being kept at such other
place or places as the Board of Directors may from time to time determine. The
registered office of the corporation required by the Georgia Business
Corporation Code shall be located within the State of Georgia. The corporation
may have such other offices, either within or without the State of Georgia, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

                  Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the date and time fixed by the Board of Directors
for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting.

                  Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Board of Directors or President, and shall be
called by the President at the written request of the holders of not less than
forty percent (40%) of all the votes entitled to be cast on any issue to be
considered at the meeting (subject to any requirements or limitations imposed by
the corporation's Articles of Incorporation, by these Bylaws or by law), which
written request must describe the purpose or purposes for which the special
meeting is to be held (which must be a proper subject for action by the
corporation's shareholders) and further comply with the provisions of Section 11
of this Article II.

                  Section 3. Place of Meeting. Meetings of the shareholders
shall be held at such place as may be designated by the Board of Directors and
stated in the notice of meeting.

                  Section 4. Notice of Meeting. Written notice stating the
place, date and time of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall, unless otherwise
prescribed by statute, be delivered to each shareholder of record entitled to




vote at such meeting not less than ten (10) days or more than sixty (60) days
before the date of the meeting.

                  Section 5. Record Date. In order that the corporation may
determine the 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 other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other action, the Board of Directors may fix, in advance,
a record date, which shall not be more than seventy (70) days before the date of
such meeting or action. If no record date is fixed, (i) the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day before the day on
which the first notice is given to such shareholders, and (ii) the record date
for determining shareholders for any other purpose shall be at the close of
business on the day which the Board of Directors authorizes the action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting, unless
the Board of Directors fixes a new record date. The Board of Directors is
required to fix a new record date if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting.

                  Section 6. Voting Record. The officer or agent having charge
of the stock transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders or
any adjournment thereof, arranged by voting group in alphabetical order, with
the address of and the number of shares held by each. Such record shall be made
available for inspection by any shareholder at the time and place of the
meeting. Such record may also be copied by any shareholder, at such
shareholder's expense, if (i) the demand is made in good faith and for a proper
purpose that is reasonably relevant to such shareholder's legitimate interest as
a shareholder, (ii) the shareholder describes with reasonable particularity such
shareholder's purpose and the records such shareholder desires to inspect, (iii)
the records are directly connected with this purpose, and (iv) the records are
to be used only for the stated purpose.

                  Section 7. Quorum. The holders of shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Unless the Articles of Incorporation or the
Georgia Business Corporation Code, as amended from time to time, provide
otherwise, the holders of a majority of the votes entitled to be cast on a
matter by the voting group constitute a quorum of that voting group for action
on that matter. Once a share is represented for any purpose at a meeting, the
holder is deemed present for quorum purposes for the remainder of the meeting,
unless a new record date is or must be set for an adjournment of such meeting.

                  Section 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact or by a transmission
permitted by law filed in accordance with the procedure established for the
meeting. Such proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. The
appointment of a proxy is revocable by the shareholder, unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.


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                  Section 9. Voting of Shares. Except as otherwise provided in
the Articles of Incorporation, directors shall be elected by a vote of the
holders of common stock of the corporation, voting together as a single class.
Directors shall be elected by a plurality of the votes cast by shareholders
entitled to vote in the election at a meeting at which a quorum is present.
Shareholder action on all other matters shall be approved if the votes cast in
favor of the action exceed the votes cast in opposition to such action, unless
otherwise provided by law or the Articles of Incorporation. If two or more
groups are entitled to vote separately on a matter, action on a matter is taken
only when approved by each voting group. Each outstanding share of the capital
stock having voting power shall be entitled to the number of votes specified in
the Articles of Incorporation with respect to each matter submitted to a vote at
a meeting of shareholders.

                  Section 10. Adjournment. When a meeting of shareholders is
adjourned to another date, time or place, notice need not be given of the
adjourned meeting if the new date, time and place are announced at the meeting
before the adjournment; provided, however, that if a new record date is or must
be fixed under the Georgia Business Corporation Code, as amended from time to
time, or these Bylaws, a notice of the adjourned meeting must be given to
shareholders as of the new record date. At the adjourned meeting the
shareholders may transact any business which might have been transacted had a
quorum been present at the time originally designated for the meeting.

                  Section 11. Advance Notice of Nominations and Shareholder
Proposals. All nominations of individuals for election to the Board of Directors
and proposals of business to be considered at any meeting of the shareholders
shall be made as set forth in this Section 11.

                  (a) Annual Meeting of Shareholders. (1) Nominations of
individuals for election to the Board of Directors and the proposal of business
to be considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or a committee appointed by the Board of
Directors, or (iii) by any shareholder of the corporation who was a shareholder
of record both at the time of giving of notice provided for in this Section 11
and at the time of the meeting, who is entitled to vote at the meeting and who
complied with the notice and other requirements set forth in this Section 11.

            (2) For nominations or other business to be properly brought before
an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1)
of this Section 11, the shareholder must have given timely notice thereof in
writing to the Secretary as hereinafter provided and, in the case of other
business, such other business must otherwise be a proper subject for action by
the corporation's shareholders. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the corporation
and received not less than one hundred twenty (120) days nor more than one
hundred fifty (150) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days or delayed by more than sixty
(60) days from such anniversary date, notice by the shareholder to be timely
must be so delivered and received not earlier than the 150th day prior to such
annual meeting and not later than the close of business on the later of the
120th day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made. Such
shareholder's notice shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or


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reelection as a director (a) the name, age, business and residential addresses,
and principal occupation or employment of each proposed nominee, (b) the class
and number of shares of capital stock of the corporation that are beneficially
owned by such nominee on the date of such notice, (c) a description of all
arrangements or understandings between the shareholder and each nominee and the
name of any other person or persons pursuant to which the nomination or
nominations are to be made by the shareholder, (d) all 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 Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor provision, and (e) the written consent of
each proposed nominee to being named as a nominee in the proxy statement and to
serve as a director of the corporation if so elected; (ii) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such shareholder, as they appear on the
corporation's books, and of such beneficial owner, (y) the class and number of
shares of stock of the corporation which are owned beneficially and of record by
such shareholder and such beneficial owner, and (z) a representation that the
shareholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice or to propose such other business.
The corporation may require any proposed nominee to furnish any information, in
addition to that furnished pursuant to clause (i) above, it may reasonably
require to determine the eligibility of the proposed nominee to serve as a
director of the corporation.

            (3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 11 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the corporation at least one
hundred thirty (130) days prior to the first anniversary of the preceding year's
annual meeting, a shareholder's notice required by this Section 11(a) shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to and received by the
Secretary at the principal executive offices of the corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the corporation.

            (b) Special Meetings of Shareholders. Only such business shall be
conducted, and only such proposals shall be acted upon, at a special meeting of
shareholders as shall have been brought before such meeting pursuant to the
corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of shareholders at which
directors are to be elected (i) by or at the direction of the Board of Directors
or a committee appointed by the Board of Directors, or (ii) provided that the
notice of the special meeting states that the purpose or one of the purposes of
the special meeting is to elect directors at such special meeting, by any
shareholder of the corporation who is a shareholder of record both at the time
of giving of notice provided for in this Section 11 and at the time of the
meeting, who is entitled to vote at the meeting and who complied with the notice
and other requirements set forth in this Section 11. In the event the
corporation calls a special meeting of shareholders for the purpose of electing
one or


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more directors to the Board of Directors, any shareholder may nominate a person
or persons (as the case may be) for election to such position as specified in
the corporation's notice of meeting, if a notice containing the same information
as would be required under Section 11(a)(2) of this Article II for an annual
meeting is delivered to and received by the Secretary at the principal executive
offices of the corporation not earlier than the 150th day prior to such special
meeting and not later than the close of business on the later of the 120th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and/or of the
nominees proposed by the Board of Directors or a committee appointed by the
Board of Directors to be elected at such meeting. Proposals of business other
than the nomination of persons for election to the Board of Directors may be
considered at a special meeting requested by shareholders in accordance with
Section 2 of this Article II only if the shareholders give a notice containing
the same information as would be required under Section 11(a)(2) of this Article
II for an annual meeting at the time such shareholders requested the meeting.

            (c) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 11 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 11. The Board of Directors may reject any nomination
or shareholder proposal submitted for consideration at any meeting of
shareholders which is not made in accordance with the provisions of this Section
11 or which is not a proper subject for shareholder action in accordance with
provisions of applicable law. Alternatively, if the Board of Directors fails to
consider the validity of any nomination or shareholder proposal, the presiding
officer of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the provisions of this Section 11 and is a proper subject for
shareholder action in accordance with provisions of applicable law and, if any
proposed nomination or business is not in compliance with this Section 11 or not
a proper subject for shareholder action, to declare that such defective
nomination or proposal be disregarded. This provision shall not prevent the
consideration and approval or disapproval at the meeting of reports of officers,
directors and committees of the Board of Directors, but, in connection with such
reports, no new business shall be acted upon at the meeting unless stated,
submitted and received as herein provided.

            (2) For purposes of this Section 11, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Reuters or comparable news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act or any successor provision. In no
event shall the public announcement of a postponement or adjournment of a
meeting commence a new time period for the giving of a shareholder's notice
pursuant to this Section 11.

            (3) Notwithstanding the foregoing provisions of this Section 11, a
shareholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 11. Nothing in this Section 11 shall be deemed
to affect any rights of shareholders to request inclusion of proposals in, or
the corporation's right to omit proposals from, the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or any successor
provision.


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                                   ARTICLE III

                               BOARD OF DIRECTORS

                  Section 1. Rights, Powers Duties, Rules and Procedures. The
powers of the corporation shall be exercised, its business conducted and
managed, and its property controlled under the direction of the Board of
Directors. Except to the extent prohibited by law, the Board of Directors shall
have the right (which, to the extent exercised, shall be exclusive) to establish
the rights, powers, duties, rules and procedures that from time to time shall
govern the Board of Directors and each of its members, including, without
limitation, the vote required for any action by the Board of Directors, and that
from time to time shall affect the directors' power to manage the business and
affairs of the corporation. Except to the extent required by law, no Bylaw shall
be adopted by shareholders which shall impair or impede the implementation of
the foregoing

                  Section 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be not less than three (3); the number
thereof to be determined from time to time by the Board of Directors. Each
director shall hold office until the next annual meeting of shareholders
following his election or appointment and until his successor shall have been
elected and qualified or until his earlier resignation, removal from office, or
death. A director need not be a resident of the State of Georgia or a
shareholder of the corporation.

                  Section 3. Nomination. Nominations for the election of
directors shall be made as provided in Section 11 of Article II of these Bylaws.

                  Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.

                  Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or a majority of directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place as the place for
holding any special meeting of the Board of Directors so called.

                  Section 6. Chairman of the Board. The Chairman of the Board
shall be chosen from among the members of the Board of Directors. If requested
to do so, the Chairman of the Board shall preside at all meetings of the Board
of Directors and shareholders. The Chairman of the Board shall perform such
other duties as from time to time may be assigned by the Board of Directors.

                  Section 7. Telephonic Meetings. Meetings of the Board of
Directors may be conducted by conference telephone or similar communications
equipment by means of which all persons participating can hear each other, and
participation in such a meeting shall constitute presence in person at such
meeting.

                  Section 8. Notice of Meeting. Notice of any special meeting
shall be given at least


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one (1) day prior thereto. Notice is not required prior to any regular meeting
of the Board of Directors. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

                  Section 9. Adjournment. When a meeting of the Board of
Directors is adjourned to another time or place, notice need not be given of the
adjourned meeting if the new time and place are fixed at the meeting at which
the adjournment is taken and if the period of adjournment does not exceed one
(1) month in any one adjournment. At the adjourned meeting the Board of
Directors may transact any business which might have been transacted had a
quorum been present at the time originally designated for the meeting.

                  Section 10. Quorum and Voting. A quorum of the Board of
Directors consists of a majority of the number of directors fixed pursuant to
these Bylaws. The affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
except as otherwise may be specifically provided by law, by the Articles of
Incorporation or by these Bylaws.

                  Section 11. Action without a Meeting. Any action required or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if all members of the Board consent thereto in writing,
setting forth the action so taken, and there is an affirmative vote of the
number of directors which would be necessary to authorize or take such action at
a meeting, evidenced in writing. The writing or writings are to be filed with
the minutes of the proceedings of the Board.

                  Section 12. Vacancies. Any vacancy occurring on the Board of
Directors created by an increase in the number of directors by action of the
shareholders shall be filled by the shareholders in the same manner as at an
annual election. The Board of Directors shall fill any vacancy occurring on the
Board created by an increase in the number of directors by action of the Board
or the removal or resignation of a director as set forth in Sections 14 and 15
of this Article III, except such vacancy shall be filled pursuant to the
Articles of Incorporation to the extent the Articles of Incorporation provide
that a class of shareholders may fill a vacancy created by the removal or
resignation of a director elected by that class. A director elected to fill a
vacancy shall hold office for the unexpired term of his predecessor.

                  Section 13. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director,
or a fixed sum for attendance at each meeting of the Board of Directors, or
both, payable in cash or securities of the corporation. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

                  Section 14. Removal. Any or all of the directors may be
removed with or without cause by majority vote of the shares represented at a
meeting of the shareholders at which a quorum is present.


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                  Section 15. Resignation. A director may resign at any time by
delivering written notice to the corporation, the Chairman of the Board, the
Board of Directors or the President. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. Number. The officers of the corporation shall be a
President and a Secretary, each of whom shall be elected by the Board of
Directors. The Board may also elect or appoint a Chairman of the Board, one or
more Vice Presidents (with or without a modified title such as "Senior,"
"Executive," or "Assistant"), an Assistant Secretary, a Treasurer, an Assistant
Treasurer and such other officers and assistant officers as may be deemed
necessary. One person may hold any number of such offices, except the President
may not hold the office of Senior Vice President, Vice President, Secretary or
Assistant Secretary, and the Secretary and Treasurer shall not hold the office
of Assistant Secretary and Assistant Treasurer, respectively.

                  Section 2. Election and Term of Office. The officers of the
corporation shall be elected from time to time by the Board of Directors, as it
deems advisable. Each officer shall hold office until his successor shall have
been duly elected and qualified, or until his death, or until he shall resign or
shall have been removed in the manner hereinafter provided.

                  Section 3. Removal. The Board of Directors may remove any
officer or agent of the corporation at any time with or without cause. Removal
of an officer or agent shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create any contract rights.

                  Section 4. Resignation. Any officer may resign at any time by
delivering notice to the corporation. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if it provides that the successor does not take office
until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

                  Section 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term. In the event of an
absence of any officer of the corporation, or for any other reason which the
Board of Directors may deem sufficient, the Board may delegate for the time
being the powers or duties, or any of them, of such officer to any other officer
or director, in connection with these Bylaws.

                  Section 6. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.


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                  Section 7. President. The President shall be the chief
executive officer of the corporation and, subject to the control of the Board of
Directors, shall be primarily responsible for the general management of the
business affairs of the corporation and for implementing the policies and
directives of the Board of Directors, shall in general supervise and control all
of the business and affairs of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect, shall have
authority to make contracts on behalf of the corporation in the ordinary course
of business of the corporation, shall preside at all meetings of the Board of
Directors and shareholders if requested to do so and shall perform such other
duties as from time to time may be assigned by the Board of Directors.

                  Section 8. The Vice Presidents. The Vice Presidents shall
assist the President in the management of the business. During the absence or
disability of the President, the Vice Presidents in the order designated by the
President or the Board of 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 as from time to time may be assigned to them by the President.

                  Section 9. The Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders, the Board of Directors and the
standing committees in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign, with the President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.

                  Section 10. The Treasurer. The Treasurer shall be the chief
financial officer of the corporation and shall have custody of all valuables.
The Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the corporation's account(s); and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President.

                  Section 11. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries may sign with the President certificates for shares of
the corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or the President.


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                                    ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

                  Section 1. Certificates for Shares. Shares may be issued by
the corporation by the delivery of certificates representing such shares and in
such form as shall be determined by the Board of Directors. Such certificates
shall be signed by the President and by the Secretary or an Assistant Secretary.
The signature of such officers upon a certificate may be facsimiles. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares, the designation of the series, if
any, the certificate represents, and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled, and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the President or the Board of Directors may
prescribe.

                  Section 2. Shares without Certificates. Shares of common stock
of the corporation need not be represented by certificates. The Board of
Directors of the corporation may authorize the issuance of some or all of the
shares of any or all of the corporation's other classes or series of stock
without certificates. Any such authorization shall not affect shares already
represented by certificates until such certificated shares are surrendered to
the corporation. Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send to the holder thereof a written
statement which includes: (1) the name of the corporation and that it is
organized under the laws of the State of Georgia; (2) the name of the person to
whom the shares are issued; (3) the number and class and designation of the
series, if any, of the shares; and (4) any restrictions on the transfer or
registration of transfer of such shares.

                  Section 3. Transfer of Shares. Transfers of shares of the
corporation shall be made only on the stock transfer books of the corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of his authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation or a transfer agent or registrar, and on surrender for
cancellation of the certificate for such shares, if a certificate representing
such shares shall have been issued. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

                                   ARTICLE VI

                                   FISCAL YEAR

                  The fiscal year of the corporation shall be determined and
fixed by the Board of Directors.


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                                   ARTICLE VII

                                 CORPORATE SEAL

                  The Board of Directors of the corporation may adopt a
corporate seal for the corporation and when so adopted and impressed on the
margin hereof or the margin of the minutes of the meeting at which the seal is
adopted, the same shall be and constitute the corporate seal of this
corporation, but unless and until such action be taken by the Board of
Directors, this corporation shall have no corporate seal. In the event that no
corporate seal is adopted, or if it is inconvenient to use such seal at any
time, the signature of the corporation followed by the word "Seal" enclosed in
parentheses shall be deemed the seal of the corporation, but the absence of such
seal on any instrument, or its addition thereto, shall not affect its character
or validity or legal effect in any respect.

                                  ARTICLE VIII

                                WAIVER OF NOTICE

                  Whenever any notice is required to be given to any shareholder
or director of the corporation pursuant to law or under the provisions of the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by
the person or persons entitled to such notice delivered to the corporation and
filed in the corporation's minutes or corporate records, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. A shareholder's or director's attendance at, or participation in, a
meeting shall constitute waiver of notice and consent to the consideration of
matters not described in any notice as set forth in the Georgia Business
Corporation Code, as amended from time to time. Neither the business to be
transacted at, nor the purpose of, any meeting of the shareholders or directors
is required to be specified in any waiver of notice.

                                   ARTICLE IX

                                   COMMITTEES

                  Section 1. Appointment. The Board of Directors, by resolution
adopted by a majority of all the directors in office when the action is taken,
may designate one or more of its members to constitute a committee. The
designation of a committee and the delegation of authority thereto shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disabled member at any meeting of the committee.

                  Section 2. Tenure. The members of a committee serve at the
pleasure of the Board of Directors, which may at any time, for any or no reason,
remove any individual committee member, increase or decrease the number of
members of a committee, or terminate the existence of a committee. The
membership of a committee member shall terminate on the date of his removal,
resignation or death. The Board of Directors may fill any vacancy on a committee
created by


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removal, resignation, death or an increase in the number of members of the
committee.

                  Section 3. Authority. All duly delegated committees may
exercise such power and authority in the management of the business and affairs
of the corporation as specified by resolution of the Board of Directors and to
the extent allowed by applicable law, the Articles of Incorporation and these
Bylaws and may have power to authorize the seal of the corporation to be affixed
to all papers which may require it.

                  Section 4. Executive Committee. The Board of Directors may
appoint an Executive Committee which, to the extent permitted by law, shall have
and may exercise when the Board of Directors is not in session all powers of the
Board of Directors regarding the supervision of the management of the business
and affairs of the corporation. The Executive Committee shall be chaired by the
President of the corporation.

                                    ARTICLE X

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

                  Section 1. Definitions and References. Terms used in this
Article shall have the meanings assigned such terms in Part 5 of Article 8 of
the Georgia Business Corporation Code. Whenever in these Bylaws reference is
made to the Georgia Business Corporation Code generally or to a specific
provision of the Georgia Business Corporation Code, such reference shall be
deemed to refer to the Georgia Business Corporation Code or such provision as
amended from time to time or any successor provision.

                  Section 2. Indemnification of and Advancement of Expenses to
Directors. The corporation shall indemnify and advance expenses to its directors
to the fullest extent permitted under, and in accordance with, the corporation's
Articles of Incorporation and the applicable provisions of Part 5 of Article 8
of the Georgia Business Corporation Code.

                  Section 3. Mandatory Indemnification of Officers. The
corporation shall indemnify and advance expenses to its officers who are not
directors to the same extent as to directors under Section 2 of this Article X.

                  Section 4. Permissive Indemnification of Employees and Agents.
The corporation may, to the extent and on such conditions as may be authorized
by the Board of Directors, indemnify and advance expenses to its employees and
agents who are not directors to the fullest extent permitted under, and in
accordance with, Section 14-2-857 of the Georgia Business Corporation Code.

                  Section 5. Advancement of Expenses of Officers, Employees and
Agents. No advancement or reimbursement of expenses to officers, employees or
agents in accordance with Sections 3 or 4 of this Article X shall be made unless
the proposed indemnitee furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct set forth in the
corporation's Articles of Incorporation with respect to directors, and he
furnishes the


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corporation a written undertaking, executed personally or on his behalf, to
repay any advances if it is ultimately determined that he is not entitled to
indemnification under this Article X or Part 5 of Article 8 of the Georgia
Business Corporation Code.

                  Section 6. Liability Insurance. The corporation may purchase
and maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the corporation or who, while a director, officer, employee
or agent of the corporation, serves at the corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify or advance expenses to him
against the same liability under this Article X or under Part 5 of Article 8 of
the Georgia Business Corporation Code.

                  Section 7. Contract Rights. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his capacity as such) the right
to consent or object to any subsequent amendment of these Bylaws.

                  Section 8. Nonexclusivity. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he may have under
contract or the Georgia Business Corporation Code or otherwise.

                  Section 9. Amendments. No amendment, modification or
rescission of this Article X, or any provision hereof, the effect of which would
diminish the rights to indemnification or advancement of expenses as set forth
herein shall be effective as to any director or officer of the corporation with
respect to any action taken or omitted by such person prior to such amendment,
modification or rescission.

                  Section 10. Severability. To the extent that the provisions of
this Article X are held to be inconsistent with the provisions of Part 5 of
Article 8 of the Georgia Business Corporation Code, such provisions of such Code
shall govern. In the event that any of the provisions of this Article X
(including any provision within a single section, subsection, division or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article X shall remain
enforceable to the fullest extent permitted by law.

                                   ARTICLE XI

                                   AMENDMENTS

                  The Bylaws of the corporation may be altered, amended or
repealed, 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,


                                       13


that, the notice of such meeting shall specify that amendments to the Bylaws
will be considered at such meeting and shall summarize the proposed amendments;
and provided further, that the Bylaws may not be altered, amended or repealed by
the Board of Directors to the extent: (1) the Articles of Incorporation or
applicable law reserve the power to alter, amend or repeal a particular Bylaw
exclusively to the shareholders, in whole or in part; or (2) the shareholders in
altering, amending or repealing a particular Bylaw provide expressly that the
Board of Directors may not alter, amend or repeal that Bylaw.

                                   ARTICLE XII

                            ARTICLES OF INCORPORATION

                  In the event that any provision of these Bylaws is
inconsistent or in conflict with any provision contained in the corporation's
Articles of Incorporation (including any amendment thereto setting forth the
preferences, limitations and rights of any series or class of the corporation's
preferred stock) the provision contained in the Articles of Incorporation shall
govern.


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