
<PAGE>   1
                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED
                                     BYLAWS


                                       OF


                              QUEST MEDICAL, INC.


                              A Texas Corporation




                                    PREAMBLE


    These bylaws are subject to, and governed by, the Texas Business
Corporation Act and the articles of incorporation of Quest Medical, Inc. (the
"Corporation"). In the event of a direct conflict between the provisions of
these bylaws and the mandatory provisions of the Texas Business Corporation Act
or the provisions of the articles of incorporation of the Corporation, such
provisions of the Texas Business Corporation Act or the articles of
incorporation of the Corporation, as the case may be, will be controlling.


                              ARTICLE ONE: OFFICES


    1.01         Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of Texas.


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


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                           ARTICLE TWO: SHAREHOLDERS


    2.01         Annual Meetings.  An annual meeting of shareholders of the
Corporation shall be held during each calendar year on such date and at such
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. At such meeting, the shareholders shall
elect directors and transact such other business as may properly be brought
before the meeting.


    2.02         Special Meetings.  A special meeting of the shareholders may
be called at any time by the chairman of the board, the president, the board of
directors, or the holders of not less than ten percent of all shares entitled
to vote at such meeting. Only such business shall be transacted at a special
meeting as may be stated or indicated in the notice of such meeting.


    2.03         Place of Meetings. The annual meeting of shareholders may be
held at any place within or without the State of Texas as may be designated by
the board of directors. Special meetings of shareholders may be held at any
place within or without the State of Texas as may be designated by the person
or persons calling such special meeting as provided in Section 2.02. If no
place for a meeting is designated, it shall be held at the registered office of
the Corporation.


    2.04         Notice. Written or printed notice stating the place, day, and
hour of each meeting of shareholders, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board, the
president, the secretary, or the person calling the meeting, to each
shareholder of record entitled to vote at such meeting.


    2.05         Voting List.  At least ten days before each meeting of
shareholders, the secretary shall prepare a complete list of shareholders
entitled to vote at such meeting, arranged in alphabetical order, including the
address of each shareholder and the number of voting shares held by each
shareholder. For a period of ten days prior to such meeting, such list shall be
kept on file at the registered office of the Corporation and shall be subject
to inspection by any shareholder during usual business hours.  Such list shall
be produced at such meeting, and at all times during such meeting shall be
subject to inspection by
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any shareholder.  The original stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine such list or stock
transfer books.


    2.06         Voting of Shares.  Treasury shares, shares of the
Corporation's own stock owned by another corporation the majority of the voting
stock of which is owned or controlled by the Corporation, and shares of the
Corporation's own stock held by another corporation in a fiduciary capacity,
shall not be shares entitled to vote or to be counted in determining the total
number of outstanding shares.  Shares held by an administrator, executor,
guardian, or conservator may be voted by him, either in person or by proxy,
without transfer of such shares into his name so long as such shares form a
part of the estate and are in the possession of the estate being served by him.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, only after the shares have been transferred into his name as
trustee. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without transfer of such shares into his name if authority to do
so is contained in the court order by which such receiver was appointed. Shares
standing in the name of another domestic or foreign corporation of any type or
kind may be voted by such officer, agent, or proxy as the bylaws of such
corporation may provide or, in the absence of such provision, as the board of
directors of such corporation may determine. A shareholder whose shares are
pledged shall be entitled to vote such shares until they have been transferred
into the name of the pledgee, and thereafter, the pledgee shall be entitled to
vote such shares.


    2.07         Quorum.  The holders of a majority of the outstanding shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at any meeting of shareholders, except as otherwise provided by law, the
articles of incorporation, or these bylaws.  If a quorum shall not be present
or represented at any meeting of shareholders, a majority of the shareholders
entitled to vote at the meeting, who are present in person or represented by
proxy, may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
any reconvening of an adjourned meeting at which a quorum shall be present or
represented any business may be transacted which could have been transacted at
the original meeting, if a quorum had been present or represented.


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    2.08         Majority Vote; Withdrawal of Quorum. If a quorum is present in
person or represented by proxy at any meeting, the vote of the holders of a
majority of the outstanding shares entitled to vote, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one on which, by express provision of law, the articles
of incorporation, or these bylaws, a different vote is required, in which event
such express provision shall govern and control the decision of such question.
The shareholders present at a duly convened meeting may continue to transact
business until adjournment, notwithstanding any withdrawal of shareholders
which may leave less than a quorum remaining.


    2.09         Method of Voting; Proxies. Every shareholder of record shall
be entitled at every meeting of shareholders to one vote on each matter
submitted to a vote, for every share standing in his name on the original stock
transfer books of the Corporation except to the extent that the voting rights
of the shares of any class or classes are limited or denied by the articles of
incorporation. Such books shall be prima facie evidence as to the identity of
shareholders entitled to vote.   At any meeting of shareholders, every
shareholder having the right to vote may vote either in person or by a proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact.  Each such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
11 months from the date of its execution, unless otherwise provided in the
proxy. If no date is stated on a proxy, such proxy shall be presumed to have
been executed on the date of the meeting at which it is to be voted.  Each
proxy shall be revocable, unless expressly provided therein to be irrevocable,
or unless otherwise made irrevocable by law.


    2.10         Closing of Transfer Books; Record Date.  For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any reconvening thereof or entitled to receive payment of any
dividend or in order to make a determination of shareholders for any other
proper purpose, the board of directors may provide that the stock transfer
books of the Corporation shall be closed for a stated period but not to exceed
in any event 50 days. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.  In lieu of closing the stock transfer books, the board
of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 50
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring
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such determination of shareholders is to be taken. If the stock transfer books
are not closed and if no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders or
entitled to receive payment of a dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders.


    2.11         Presiding Officials at Meetings.  Unless some other person or
persons are elected by a vote of a majority of the shares then entitled to vote
at a meeting of shareholders, the chairman of the board shall preside at and
the secretary shall prepare minutes of each meeting of shareholders.


                            ARTICLE THREE: DIRECTORS


    3.01         Management. The business and affairs of the Corporation shall
be managed by the board of directors, subject to the restrictions imposed by
law, the articles of incorporation, or these bylaws.


    3.02         Number; Election; Term; Qualification.  The first board of
directors shall consist of the number of directors named in the articles of
incorporation. Thereafter, the number of directors which shall constitute the
entire board of directors shall be determined by resolution of the board of
directors at any meeting thereof or by the shareholders at any meeting thereof,
but shall never be less than one.  At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual meeting of
shareholders and until their successors are elected and qualified. No director
need be a shareholder, a resident of the State of Texas, or a citizen of the
United States.


    3.03         Decreases in Number.  No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.


    3.04         Removal. At any meeting of shareholders called expressly for
that purpose, any director or the entire board of directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares
then entitled to vote on the election of directors.
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    3.05         Vacancies; Increases in Number.  Any vacancy occurring in the
board of directors (by death, resignation, removal, or otherwise) may be filled
by the affirmative vote of a majority of the remaining directors though less
than a quorum of the board of directors. A director elected to fill a vacancy
shall be elected to serve for the unexpired term of his predecessor in office.
In case of any increase in the number of directors constituting the entire
board of directors, the additional directors shall be elected at a meeting of
shareholders.


    3.06         First Meeting.  Each newly elected board of directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
the annual meeting of shareholders, and notice of such meeting shall not be
necessary.


    3.07         Regular Meetings.  Regular meetings of the board of directors
may be held without notice at such times and places as may be designated from
time to time by the chairman of the board, or by resolution of the board of
directors and communicated to all directors.


    3.08         Special Meetings.  A special meeting of the board of directors
shall be held whenever called by any director at such time and place as such
director shall designate in the notice of such special meeting. The director
calling any special meeting shall cause notice of such special meeting to be
given to each director at least 24 hours before such special meeting. Neither
the business to be transacted at, nor the purpose of, any special meeting of
the board of directors need be specified in the notice or waiver of notice of
any special meeting.


    3.09         Quorum; Majority Vote.   At all meetings of the board of
directors, a majority of the directors, fixed in the manner provided in these
bylaws, shall constitute a quorum for the transaction of business.  If a quorum
is not present at a meeting, a majority of the directors present may adjourn
the meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present. The vote of a majority of the directors
present at a meeting at which a quorum is in attendance shall be the act of the
board of directors, unless the vote of a different number is required by the
articles of incorporation or these bylaws.
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    3.10         Procedure; Minutes. At meetings of the board of directors,
business shall be transacted in such order as the chairman of the board or the
board of directors may determine from time to time. If present, the chairman of
the board shall preside at the meeting.  If not so present, the board of
directors shall appoint at the meeting another director to preside at the
meeting and a person to act as secretary of the meeting.  The secretary of the
meeting shall prepare minutes of the meeting which shall be delivered to the
secretary of the Corporation for placement in the minute books of the
Corporation.


    3.11         Presumption of Assent. A director of the Corporation who is
present at any meeting of the board of directors at which action on any matter
is taken shall be presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent by
certified or registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to
a director who voted in favor of such action.


    3.12         Compensation.  Directors, in their capacity as directors, may
receive, by resolution of the board of directors, a fixed sum and expenses of
attendance, if any, for attending meetings of the board of directors or a
stated salary.  No director shall be precluded from serving the Corporation in
any other capacity or receiving compensation therefor.


                            ARTICLE FOUR: COMMITTEES


    4.01         Designation.  The board of directors may, by resolution adopted
by a majority of the entire board of directors, designate executive and other
committees.


    4.02         Number; Qualification; Term. Each committee shall consist of
one or more directors appointed by resolution adopted by a majority of the
entire board of directors. The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
board of directors.  Each committee member shall serve as such until the
expiration of his term as a director or his earlier resignation, unless sooner
removed as a committee member or as a director.
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    4.03         Authority.  The executive committee, unless expressly
restricted in the resolution adopted by a majority of the entire board of
directors establishing the executive committee, shall have and may exercise all
of the authority of the board of directors in the management of the business
and affairs of the Corporation. Each other committee, to the extent expressly
provided for in the resolution adopted by a majority of the entire board of
directors establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
affairs of the Corporation.  However, no committee shall have the authority of
the board of directors in reference to:


       (a)       amending the articles of incorporation;

       (b)       approving a plan of merger or consolidation;

       (c)       recommending to the shareholders the sale, lease, or exchange
                 of all or substantially all of the property and assets of the
                 Corporation otherwise than in the usual and regular course of
                 its business;

       (d)       recommending to the shareholders a voluntary dissolution of
                 the Corporation or a revocation thereof;

       (e)       amending, altering, or repealing these bylaws or adopting new
                 bylaws;

       (f)       filling vacancies in or removing members of the board of
                 directors or of any committee;

       (g)       electing or removing officers or committee members;

       (h)       fixing the compensation of any committee member; and

       (i)       altering or repealing any resolution of the board of directors
                 which by its terms provides that it shall not be amendable or
                 repealable.

In the resolution adopted by a majority of the entire board of directors
establishing an executive or other committee, the board of directors may
expressly authorize such committee to declare dividends or to authorize the
issuance of shares of the Corporation.
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    4.04         Committee Changes.  The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee. However, a committee member may be removed by the
board of directors, only if, in the judgment of the board of directors, the
best interests of the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.


    4.05         Regular Meetings. Regular meetings of any committee may be
held without notice at such times and places as may be designated from time to
time by resolution of the committee and communicated to all committee members.


    4.06         Special Meetings.   A special meeting of any committee may be
held whenever called by any committee member at such time and place as such
committee member shall designate in the notice of such special meeting. The
committee member calling any special meeting shall cause notice of such special
meeting to be given to each committee member at least 12 hours before such
special meeting. Neither the business to be transacted at, nor the purpose of,
any special meeting of any committee need be specified in the notice or waiver
of notice or any special meeting.


    4.07         Quorum; Majority Vote.  At all meetings of any committee, a
majority of the number of committee members designated by the board of
directors shall constitute a quorum for the transaction of business. If a
quorum is not present at a meeting of any committee, a majority of the
committee members present may adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum is present.
The vote of a majority of the committee members present at any meeting at which
a quorum is in attendance shall be the act of a committee, unless the vote of a
different number is required by the articles of incorporation or these bylaws.


    4.08         Minutes.  Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the board of directors
upon the request of the board of directors. The minutes of the proceedings of
each committee shall be delivered to the secretary of the Corporation for
placement in the minute books of the Corporation.

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    4.09         Compensation.  Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.


    4.10         Responsibility.  The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.


             ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS


    5.01         Notice.  Whenever by law, the articles of incorporation, or
these bylaws, notice is required to be given to any shareholder, director, or
committee member and no provision is made as to how such notice shall be given,
it shall be construed to mean that notice may be given either (a) in person,
(b) in writing, by mail, (c) except in the case of a shareholder, by telegram,
telex, cable, telecopies, or similar means, or (d) by any other method
permitted by law. Any notice required or permitted to be given hereunder (other
than personal notice) shall be addressed to such shareholder, director, or
committee member at his address as it appears on the books of the Corporation
or, in the case of a shareholder, on the stock transfer records of the
Corporation or at such other place as such shareholder, director, or committee
member is known to be at the time notice is mailed or transmitted.  Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail, postage
prepaid. Any notice required or permitted to be given by telegram, telex,
cable, telecopier, or similar means shall be deemed to be delivered and given
at the time transmitted.


    5.02         Waiver of Notice. Whenever by law, the articles of
incorporation, or these bylaws, any notice is required to be given to any
shareholder, director, or committee member of the Corporation a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time notice should have been given, shall be equivalent to
the giving of such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a
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meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


    5.03         Telephone and Similar Meetings.  Shareholders, directors, or
committee members may participate in and hold a meeting by means of a
conference telephone or similar communications equipment by means of which
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


    5.04         Action Without Meeting. Any action which may be taken, or is
required by law, the articles of incorporation, or these bylaws to be taken, at
a meeting of shareholders, directors, or committee members may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders, directors, or committee members, as the case
may be, entitled to vote with respect to the subject matter thereof, and such
consent shall have the same force and effect, as of the date stated therein, as
a unanimous vote of such shareholders, directors, or committee members, as the
case may be, and may be stated as such in any document filed with the Secretary
of State of Texas or in any certificate or other document delivered to any
person. The consent may be in one or more counterparts so long as each
shareholder, director, or committee member signs one of the counterparts.  The
signed consent shall be placed in the minute books of the Corporation.


                     ARTICLE SIX: OFFICERS AND OTHER AGENTS


    6.01         Number; Titles; Election; Term. The Corporation shall have a
president and a secretary, and such other officers and agents as the board of
directors may deem desirable.  The board of directors shall elect a president
and secretary at its first meeting at which a quorum shall be present after the
annual meeting of shareholders or whenever a vacancy exists. The board of
directors then, or from time to time, may also elect or appoint one or more
other officers or agents as it shall deem advisable.  Each officer and agent
shall hold office until his successor has been elected or appointed and
qualified, or, if earlier, at his death, resignation, or removal.  Any two or
more offices may be held by the same person.
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No officer or agent need be a shareholder, a director, a resident of the State
of Texas, or a citizen of the United States.


    6.02         Removal.   Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors, whenever, in the
judgment of the board of directors, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an
officer or agent shall not of itself create contract rights.


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


    6.04         Authority. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these bylaws or
as may be determined by resolution of the board of directors not inconsistent
with these bylaws.


    6.05         Compensation.   The compensation, if any, of the officers
shall be fixed, increased, or decreased from time to time by the board of
directors.


    6.06         Chairman of the Board.  The chairman of the board, if a person
is elected to such office by the board of directors, shall perform the
following duties and have the following responsibilities:  schedule regular
meetings of the board of directors; work with the officers and other directors
of the Corporation to set the agenda for regular and special meetings of the
board of directors; preside at all meetings of the board of directors that the
chairman is able to attend; ensure that the directors are given adequate
information to render informed decisions at board meetings; work with the
president and the other officers of the Corporation to formulate public
announcements, press releases and shareholder and analyst communications and
oversee and coordinate their release; ensure the smooth operation of the
committees of the board of directors; see that all orders and resolutions of
the board are carried into
<PAGE>   13
effect; and perform such other duties and have such other authority and powers
as the board of directors may from time to time prescribe.


    6.07         President and Chief Executive Officer.  The president and
chief executive officer shall be the chief executive officer of the Corporation
subject to the supervision of the board of directors.  The president and chief
executive officer shall perform the following duties and have the following
responsibilities:  generally manage the business and property of the
Corporation in the ordinary course of business with all such powers of
oversight, supervision and management with respect to such business and
property as may be reasonably incident to such responsibilities, including, but
not limited to, the power to employ, discharge, or suspend employees or agents
of the Corporation, to fix the compensation of employees and agents, and to
suspend, with or without cause, any officer of the Corporation pending final
action by the board of directors with respect to continued suspension, removal,
or reinstatement of such officer; perform such other duties and have such other
authority and powers as are typically possessed and exercised by corporate
presidents and chief executive officers, all subject to the board's further
instructions on discharging the duties of managing the business and property of
the Corporation.  If the board of directors has not elected a person to the
office of chairman of the board, the president shall exercise all of the powers
and discharge all of the duties of the chairman of the board.  As between the
Corporation and third parties, any action taken by the president in the
performance of the duties of the chairman of the board shall be conclusive
evidence that there is no chairman of the board.


    6.08         Secretary.  The secretary shall maintain minutes of all
meetings of the board of directors, of any committee, and of the shareholders
or consents in lieu of such minutes in the Corporation's minute books, and
shall cause notice of such meetings to be given when requested by any person
authorized to call such meetings. With respect to any contract, deed, deed of
trust, mortgage, or other instrument executed by the Corporation through its
duly authorized officer or officers, the attestation to such execution by the
secretary shall not be necessary to constitute such contract, deed, deed of
trust, mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolution, if any, of the board of directors
authorizing such execution expressly states that such attestation is necessary.
The secretary shall have charge of the certificate books, stock transfer books,
and stock papers as the board of directors may direct, all of which shall at
all reasonable times be open to inspection by any director. The secretary shall
perform such other duties as may be prescribed from time to time by the board
of directors or as may be delegated from time to time by the president.
<PAGE>   14
                  ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS


    7.01         Certificates for Shares.   The certificates for shares of
stock of the Corporation shall be in such form as shall be approved by the
board of directors in conformity with law. The certificates shall be
consecutively numbered, shall be entered as they are issued in the books of the
Corporation or in the records of the Corporation's designated transfer agent,
if any, and shall state the shareholder's name, the number of shares, and such
other matters as may be required by law. The certificates shall be signed by
the president or any vice president and also by the secretary, an assistant
secretary, or any other officer, and may be sealed with the seal of the
Corporation or a facsimile thereof.  If any certificate is countersigned by a
transfer agent or registered by a registrar, either of which is other than the
Corporation itself or an employee of the Corporation, the signatures of the
foregoing officers may be a facsimile.


    7.02         Lost, Stolen, or Destroyed Certificates. The Corporation shall
issue a new certificate in place of any certificate for shares previously
issued if the registered owner of the certificate:


       (a)       Claim.   Makes proof by affidavit, in form and substance
                 satisfactory to the board of directors, that a previously
                 issued certificate for shares has been lost, destroyed, or
                 stolen;

       (b)       Timely Request.  Requests the issuance of a new certificate
                 before the Corporation has notice that the certificate has
                 been acquired by a purchaser for value in good faith and
                 without notice of an adverse claim;

       (c)       Bond.  If requested by the board of directors, delivers to the
                 Corporation a bond, in form and substance satisfactory to the
                 board of directors, with such surety or sureties and with
                 fixed or open penalty, as the board of directors may direct,
                 in its discretion, to indemnify the Corporation (and its
                 transfer agent and registrar, if any) against any claim that
                 may be made on account of the alleged loss, destruction, or
                 theft of the certificate; and

       (d)       Other Requirements.  Satisfies any other reasonable
                 requirements imposed by the board of directors.

When a certificate has been lost, destroyed, or stolen, and the shareholder of
record fails to notify the Corporation within a reasonable time after he has
notice of it, and the Corporation registers a transfer of the shares
represented by the certificate before receiving such notification, the
shareholder of record is precluded from making any claim against the
Corporation for the transfer or for a new certificate.
<PAGE>   15
    7.03         Transfer of Shares. Shares of stock of the Corporation shall
be transferable only on the books of the Corporation by the shareholders
thereof in person or by their duly authorized attorneys or legal
representatives. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment, or authority to transfer, the
Corporation or its transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction upon
its books.


         7.04    Registered Shareholders.  The Corporation shall be entitled to
treat the shareholder of record as the shareholder in fact of any shares and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it
shall have actual or other notice thereof, except as otherwise provided by law.


                    ARTICLE EIGHT: MISCELLANEOUS PROVISIONS


    8.01         Fiscal Year. The fiscal year of the Corporation shall be fixed
by the board of directors; provided, that if such fiscal year is not fixed by
the board of directors it shall be the calendar year.


    8.02         Seal. The seal, if any, of the Corporation shall be in such
form as may be approved from time to time by the board of directors. If the
board of directors approves a seal, the affixation of such seal shall not be
required to create a valid and binding obligation against the Corporation.


    8.03         Resignation.  A director, committee member, officer, or agent
may resign by so stating at any meeting of the board of directors or by giving
written notice to the Corporation.  The effective time of such resignation
shall be any time specified in the statement made at the board of directors'
meeting or in the written notice given to the Corporation, but in no event may
the effective time of such resignation be prior to the time such statement is
made or such notice is given. If no effective time is specified in the
resignation, the resignation shall be effective immediately.  Unless a
resignation specifies otherwise, it is effective without being accepted.

<PAGE>   16

    8.04         Securities of Other Corporations. The president or any vice
president of the Corporation or any other person authorized by resolution of
the board of directors shall have the power and authority to transfer, endorse
for transfer, vote, consent, or take any other action with respect to any
securities of another issuer which may be held or owned by the Corporation and
to make, execute, and deliver any waiver, proxy, or consent with respect to any
such securities.


    8.05         Amendment. The power to alter, amend, or repeal these bylaws
or to adopt new bylaws is vested in the board of directors, subject to repeal
or change by action of the shareholders.


    8.06         Invalid Provisions.  If any provision of these bylaws is held
to be illegal, invalid, or unenforceable under present or future laws, such
provision shall be fully severable; these bylaws shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid, or unenforceable provision there shall be added
automatically as a part of these bylaws a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.


    8.07         Headings. The headings used in these bylaws are for reference
purposes only and do not affect in any way the meaning or interpretation of
these bylaws.


                                  CERTIFICATE
       These Amended and Restated Bylaws were adopted by the Board of Directors
of the Corporation on July 3, 1996.

                                        /s/ F. Robert Merrill III 
                                        ----------------------------------------
                                        F. Robert Merrill III 
                                        Secretary
