BYLAWS
 
                                       OF
 
                       ACCREDITED HOME LENDERS HOLDING CO.
 
<PAGE>
 
                                    BYLAWS OF
 
                       ACCREDITED HOME LENDERS HOLDING CO.
 
 
 
                                   ARTICLE I
                                  STOCKHOLDERS
 
     1.1 Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Board of Directors or the President and Chief Executive Officer.
 
     1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Board of
Directors at the time and place to be fixed by the Board of Directors and stated
in the notice of the meeting.
 
     1.3 Special Meetings. Special meetings of stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President or
the holders of record of not less than 10% of all shares entitled to cast votes
at the meeting, for any purpose or purposes prescribed in the notice of the
meeting and shall be held at such place, on such date and at such time as the
Board may fix. Business transacted at any special meeting of stockholders shall
be confined to the purpose or purposes stated in the notice of meeting.
 
     Upon request in writing sent by registered mail to the President or Chief
Executive Officer by any stockholder or stockholders entitled to request a
special meeting of stockholders pursuant to this Section 1.3, and containing the
information required pursuant to Sections 1.10 and 2.15, as applicable, the
Board of Directors shall determine a place and time for such meeting, which time
shall be not less than 120 nor more than 130 days after the receipt of such
request, and a record date for the determination of stockholders entitled to
vote at such meeting shall be fixed by the Board of Directors, in advance, which
shall not be more that 60 days nor less than 10 days before the date of such
meeting. Following such receipt of a request and determination by the Secretary
of the validity thereof, it shall be the duty of the Secretary to present the
request to the Board of Directors, and upon Board action as provided in this
Section 1.3, to cause notice to be given to the stockholders entitled to vote at
such meeting, in the manner set forth in Section 1.4, hereof, that a meeting
will be held at the place and time so determined, for the purposes set forth in
the stockholder's request, as well as any purpose or purposes determined by the
Board of Directors in accordance with this Section 1.3.
 
     1.4 Notice of Meetings. Written notice of each meeting of stockholders,
whether annual or special, shall be given not less than 10 nor more than 60 days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or as required by
law (meaning here and hereafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation). The notices of all
meetings shall state the place, date and hour of the meeting. The notice of a
special
 
                                       1
 
<PAGE>
 
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.
 
     1.5 Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before each 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 10 days prior to the
meeting, at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time of the meeting, and
may be inspected by any stockholder who is present. This list shall determine
the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.
 
     1.6 Quorum. Except as otherwise provided by law or these Bylaws, the
holders of a majority of the shares of the capital stock of the corporation
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum for the transaction of business. If a quorum shall
fail to attend any meeting, the chairman of the meeting or the holders of a
majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, date or time.
 
     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
 
     1.7 Adjournments. Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held under
these Bylaws by the Chairman of the meeting or, in the absence of such person,
by any officer entitled to preside at or to act as Secretary of such meeting, or
by the holders of a majority of the shares of stock present or represented at
the meeting and entitled to vote, although less than a quorum. When a meeting is
adjourned to another place, date or time, written notice need not be given of
the adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than 30 days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting shall be given in conformity herewith. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting.
 
     1.8 Voting and Proxies. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law or in
the Certificate of Incorporation. Each stockholder of record entitled to vote at
a meeting of stockholders may vote in person or may
 
                                       2
 
<PAGE>
 
authorize any other person or persons to vote or act for him by written proxy
executed by the stockholder or his authorized agent or by a transmission
permitted by law and delivered to the Secretary of the corporation. No
stockholder may authorize more than one proxy for his shares. Any copy,
facsimile transmission or other reliable reproduction of the writing or
transmission created pursuant to this Section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile transmission or other reproduction shall be a complete reproduction of
the entire original writing or transmission.
 
     1.9  Action at Meeting. When a quorum is present at any meeting, any
election shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election, and all other matters shall be
determined by a majority of the votes cast affirmatively or negatively on the
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, a majority of each such
class present or represented and voting affirmatively or negatively on the
matter) shall decide such matter, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these Bylaws.
 
     All voting, including on the election of directors, but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballot, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting. The corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof. The
corporation may designate one or more persons as an alternate inspector to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting may, and
to the extent required by law, shall, appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to faithfully execute the duties of inspector with
strict impartiality and according to the best of his or her ability.
 
     1.10 Notice of Stockholder Business. At an annual or special meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before an annual meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, it must be a
proper matter for stockholder action under the Delaware General Corporation Law,
and the stockholder must have given timely notice thereof in writing to the
Secretary of the corporation. To be timely, a stockholder proposal to be
presented at an annual meeting shall be received at the corporation's principal
executive offices not less than 120 calendar days in advance of the first
anniversary of the date that the corporation's (or the corporation's
predecessor's) proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders, except
 
                                       3
 
<PAGE>
 
that if no annual meeting was held in the previous year or the date of the
annual meeting is more than 30 calendar days earlier than the date contemplated
at the time of the previous year's proxy statement, notice by the stockholders
to be timely must be received not later than the close of business on the 10th
day following the day on which the date of the annual meeting is publicly
announced. "Public announcement" for purposes hereof shall have the meaning set
forth in Article II, Section 2.15(c) Reference source not found. of these
Bylaws. In no event shall the public announcement at an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.
 
     A stockholder's notice to the Secretary of the corporation shall set forth
as to each matter the stockholder proposes to bring before the annual or special
meeting (i) a brief description of the business desired to be brought before the
annual meeting, (ii) the name and address of the stockholder proposing such
business and of the beneficial owner, if any, on whose behalf the business is
being brought, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder and such other beneficial owner, and (iv)
any material interest of the stockholder and such other beneficial owner in such
business.
 
     1.11 Conduct of Business. At every meeting of the stockholders, the
Chairman of the Board, or, in his or her absence, the President, or, in his or
her absence, such other person as may be appointed by the Board of Directors,
shall act as Chairman. The Secretary of the corporation or a person designated
by the Chairman of the meeting shall act as Secretary of the meeting. Unless
otherwise approved by the Chairman of the meeting, attendance at the
stockholders' meeting is restricted to stockholders of record, persons
authorized in accordance with Section 1.8 of these Bylaws to act by proxy, and
officers of the corporation.
 
     The Chairman of the meeting shall call the meeting to order, establish the
agenda, and conduct the business of the meeting in accordance therewith or, at
the Chairman's discretion, it may be conducted otherwise in accordance with the
wishes of the stockholders in attendance. The date and time of the opening and
closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting.
 
     The Chairman shall also conduct the meeting in an orderly manner, rule on
the precedence of, and procedure on, motions and other procedural matters, and
exercise discretion with respect to such procedural matters with fairness and
good faith toward all those entitled to take part. The Chairman may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one stockholder. Should any person in attendance
become unruly or obstruct the meeting proceedings, the Chairman shall have the
power to have such person removed from participation. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at a meeting
except in accordance with the procedures set forth in this Section 1.11 and
Section 1.10 above. The Chairman of a meeting shall if the facts warrant,
determine and declare to the meeting that any proposed item of business was not
brought before the meeting in accordance with the provisions of this Section
1.11 and Section 1.10, 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.
 
                                       4
 
<PAGE>
 
     1.12 Stockholder Action Without Meeting. Effective upon the closing of the
corporation's initial public offering of its common stock, any action required
or permitted to be taken by the stockholders of the corporation must be effected
at a duly called annual or special meeting of stockholders of the corporation
and may not be effected by any consent in writing by such stockholders. At all
times prior to the closing of the corporation's initial public offering of its
common stock, any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the actions so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents shall
be filed with the Secretary of the corporation and shall be maintained in the
corporate records. Prompt notice of the taking of a corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
 
     An electronic transmission consenting to an action to be taken and
transmitted by a stockholder, or by a proxy holder or other person authorized to
act for a stockholder, shall be deemed to be written, signed and dated for the
purpose of this Section 1.12, provided that such electronic transmission sets
forth or is delivered with information from which the corporation can determine
(i) that the electronic transmission was transmitted by the stockholder or by a
person authorized to act for the stockholder and (ii) the date on which such
stockholder or authorized person transmitted such electronic transmission. The
date on which such electronic transmission is transmitted shall be deemed to be
the date on which such consent was signed. No consent given by electronic
transmission shall be deemed to have been delivered until such consent is
reproduced in paper form and until such paper form shall be delivered to the
corporation by delivery to its principal place of business or an officer or
agent of the corporation having custody of the books in which proceedings of
meetings of stockholders are recorded.
 
     1.13 Meetings by Remote Communication. If authorized by the Board of
Directors, and subject to such guidelines and procedures as the Board may adopt,
stockholders and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication, participate in the meeting
and be deemed present in person and vote at the meeting, whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxy holder, (ii) the corporation
shall implement reasonable measures to provide such stockholders and proxy
holders a reasonable opportunity to participate in the meeting and to vote on
matters submitted to the stockholders, including an opportunity to read or hear
the proceedings of the meeting substantially concurrently with such proceedings,
and (iii) if any stockholder or proxy holder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.
 
                                       5
 
<PAGE>
 
                                   ARTICLE II
                               BOARD OF DIRECTORS
 
     2.1 General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.
 
     2.2 Number and Term of Office. The number of directors shall initially be
seven (7) and, thereafter, shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented
to the Board for adoption). Effective upon the date of the closing of the
corporation's initial public offering of its common stock (the "Effective
Date"), the directors shall be divided into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders
held after the Effective Date; the term of office of the second class to expire
at the second annual meeting of stockholders held after the Effective Date; the
term of office of the third class to expire at the third annual meeting of
stockholders held after the Effective Date; and thereafter for each such term to
expire at each third succeeding annual meeting of stockholders after such
election. All directors shall hold office until the expiration of the term for
which elected and until their respective successors are elected, except in the
case of the death, resignation or removal of any director.
 
     2.3 Vacancies and Newly Created Directorships. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification or other cause (other than removal from office by a
vote of the stockholders) may be filled only by a majority vote of the directors
then in office, though less than a quorum, or by the sole remaining director,
and directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
 
     2.4 Removal. Subject to the rights of holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least a majority of the voting power of
all of the then outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class. Vacancies in the Board of Directors resulting from such removal may be
filled by a majority of the directors then in office, though less than a quorum,
by the sole remaining director, or by the stockholders at the next annual
meeting or at a special meeting called in accordance with Section 1.3 above.
Directors so chosen shall hold office until the new annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires.
 
                                       6
 
<PAGE>
 
     2.5  Resignation. Any director may resign by delivering notice in writing
or by electronic transmission to the President, Chairman of the Board or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
 
     2.6  Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.
 
     2.7  Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or two or more directors and
may be held at any time and place, within or without the State of Delaware.
 
     2.8  Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director by
(i) giving notice to such director in person or by telephone, electronic
transmission or voice message system at least 24 hours in advance of the
meeting, (ii) sending a facsimile, or delivering written notice by hand, to his
last known business or home address at least 24 hours in advance of the meeting,
or (iii) mailing written notice to his last known business or home address at
least three days in advance of the meeting. A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
 
     2.9  Participation in Meetings by Telephone Conference Calls or Other
Methods of Communication. Directors or any members of any committee designated
by the directors may participate in a meeting of the Board of Directors or such
committee by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.
 
     2.10 Quorum. A majority of the total number of authorized directors shall
constitute a quorum at any meeting of the Board of Directors. In the event one
or more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than 1/3 of the number so fixed
constitute a quorum. In the absence of a quorum at any such meeting, a majority
of the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present. Interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or at a meeting of a committee
which authorizes a particular contract or transaction.
 
                                       7
 
<PAGE>
 
     2.11 Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these Bylaws.
 
     2.12 Action by Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting if all members of the Board or
committee, as the case may be, consent to the action in writing or by electronic
transmission, and the writings or electronic transmissions are filed with the
minutes of proceedings of the Board or committee. Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.
 
     2.13 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation, with such lawfully delegated powers and duties as it therefor
confers, to serve at the pleasure of the Board. 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 of the
committee 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 and subject to the provisions of the
Delaware General Corporation Law, 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. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided in these Bylaws for the Board of Directors.
 
     2.14 Compensation of Directors. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to the determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.
 
     2.15 Nomination of Director Candidates.
 
          (a) Subject to the rights of holders of any class or series of
Preferred Stock then outstanding, nominations for the election of Directors at
an annual meeting may be made by (i) the Board of Directors or a duly authorized
committee thereof or (ii) any stockholder entitled to vote in the election of
Directors generally who complies with the procedures set forth in this Bylaw and
who is a stockholder of record at the time notice is delivered to the Secretary
of the corporation. Any stockholder entitled to vote in the election of
Directors generally may nominate one or more persons for election as Directors
at an annual meeting only if timely notice
 
                                       8
 
<PAGE>
 
of such stockholder's intent to make such nomination or nominations has been
given in writing to the Secretary of the corporation. To be timely, a
stockholder nomination for a director to be elected at an annual meeting shall
be received at the corporation's principal executive offices not less than 120
calendar days in advance of the first anniversary of the date that the
corporation's (or the corporation's predecessor's) proxy statement was released
to stockholders in connection with the previous year's annual meeting of
stockholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been advanced by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
notice by the stockholders to be timely must be received not later than the
close of business on the tenth day following the day on which public
announcement of the date of such meeting is first made. Each such notice shall
set forth: (i) the name and address of the stockholder who intends to make the
nomination, of the beneficial owner, if any, on whose behalf the nomination is
being made and of the person or persons to be nominated; (ii) a representation
that the stockholder is a holder of record of stock of the corporation entitled
to vote for the election of Directors on the date of such notice and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder or such beneficial owner and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder; (iv) such
other information regarding each nominee proposed by such stockholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been nominated,
or intended to be nominated, by the Board of Directors; and (v) the consent of
each nominee to serve as a director of the corporation if so elected. In no
event shall the public announcement of an adjournment or postponement of an
annual meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above. Notwithstanding the third
sentence of this Section 2.15(a), in the event that the number of Directors to
be elected at an annual meeting is increased and there is no public announcement
by the corporation naming the nominees for the additional directorships at least
130 days prior to the first anniversary of the date that the corporation's (or
its predecessor's) proxy statement was released to stockholders in connection
with the previous year's annual meeting, a stockholder's notice required by this
Section 2.15(a) shall also be considered timely, but only with respect to
nominees for the additional directorships, if it shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the corporation.
 
          (b) Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting by (i) or at the
direction of the Board of Directors or a committee thereof or (ii) any
stockholder of the corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Bylaw and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the corporation. In the event the corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as are specified in the corporation's
notice of meeting, if the stockholder's notice as required by paragraph (a) of
this Bylaw shall be delivered to the Secretary at the principal executive
offices of the corporation not earlier than the 90th day prior
 
                                       9
 
<PAGE>
 
to such special meeting and not later than the close of business on the later of
the 70th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.
 
              (c) For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national 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 Securities Exchange Act of 1934 (the "Exchange Act").
 
              (d) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
 
              (e) Only persons nominated in accordance with the procedures set
forth in this Section 2.15 shall be eligible to serve as directors. Except as
otherwise provided by law, the Chairman of the meeting shall have the power and
duty (a) to determine whether a nomination was made in accordance with the
procedures set forth in this Section 2.15 and (b) if any proposed nomination was
not made in compliance with this Section 2.15, to declare that such nomination
shall be disregarded.
 
              (f) If the Chairman of the meeting for the election of Directors
determines that a nomination of any candidate for election as a Director at such
meeting was not made in accordance with the applicable provisions of this
Section 2.15, such nomination shall be void; provided, however, that nothing in
this Section 2.15 shall be deemed to limit any voting rights upon the occurrence
of dividend arrearages provided to holders of Preferred Stock pursuant to the
Preferred Stock designation for any series of Preferred Stock.
 
                                   ARTICLE III
                                    OFFICERS
 
       3.1    Enumeration. The officers of the corporation shall consist of a
Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a
Treasurer and such other officers with such other titles as the Board of
Directors shall determine, including, at the discretion of the Board of
Directors, a Chairman of the Board and one or more Vice Presidents and Assistant
Secretaries. The Board of Directors may appoint such other officers as it may
deem appropriate.
 
       3.2    Election. Officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders.
Officers may be appointed by the Board of Directors at any other meeting.
 
                                       10
 
<PAGE>
 
       3.3    Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.
 
       3.4    Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote appointing him, or until his earlier death, resignation or removal.
 
       3.5    Resignation and Removal. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event. Any officer elected by the Board of Directors may be removed at any
time, with or without cause, by the Board of Directors.
 
       3.6    Chairman of the Board. The Board of Directors may appoint a
Chairman of the Board. If the Board of Directors appoints a Chairman of the
Board, he shall perform such duties and possess such powers as are assigned to
him by the Board of Directors. Unless otherwise provided by the Board of
Directors, he shall preside at all meetings of the stockholders, and, if he is a
director, at all meetings of the Board of Directors.
 
       3.7    President. The President shall, subject to the direction of the
Board of Directors, have responsibility for the general management and control
of the business and affairs of the corporation and shall perform all duties and
have all powers which are commonly incident to the office of President or which
are delegated to him or her by the Board of Directors. Unless otherwise
designated by the Board of Directors, the President shall be the Chief Executive
Officer of the corporation. The President shall, in the absence of or because of
the inability to act of the Chairman of the Board, perform all duties of the
Chairman of the Board and preside at all meetings of the Board of Directors and
of stockholders. The President shall perform such other duties and shall have
such other powers as the Board of Directors may from time to time prescribe. He
or she shall have power to sign stock certificates, contracts and other
instruments of the corporation which are authorized and shall have general
supervision and direction of all of the other officers, employees and agents of
the corporation, other than the Chairman of the Board.
 
       3.8    Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have at the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.
 
       3.9    Secretary and Assistant Secretaries. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are
 
                                       11
 
<PAGE>
 
incident to the office of the Secretary, including, without limitation, the duty
and power to give notices of all meetings of stockholders and special meetings
of the Board of Directors, to keep a record of the proceedings of all meetings
of stockholders and the Board of Directors, to maintain a stock ledger and
prepare lists of stockholders and their addresses as required, to be custodian
of corporate records and the corporate seal and to affix and attest to the same
on documents.
 
       Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer, the President or the
Secretary may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors) shall perform the duties and exercise the powers of
the Secretary.
 
       In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
 
       3.10   Chief Financial Officer. Unless otherwise designated by the Board
of Directors, the Chief Financial Officer shall be the Treasurer. The Chief
Financial Officer shall perform such duties and shall have such powers as may
from time to time be assigned to him by the Board of Directors, the Chief
Executive Officer or the President. In addition, the Chief Financial Officer
shall perform such duties and have such powers as are incident to the office of
chief financial officer, including without limitation, the duty and power to
keep and be responsible for all funds and securities of the corporation, to
maintain the financial records of the corporation, to deposit funds of the
corporation in depositories as authorized, to disburse such funds as authorized,
to make proper accounts of such funds, and to render as required by the Board of
Directors accounts of all such transactions and of the financial condition of
the corporation.
 
       3.11   Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
 
       3.12   Delegation of Authority. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.
 
                                   ARTICLE IV
                                  CAPITAL STOCK
 
       4.1    Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.
 
       4.2    Certificates of Stock. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors,
 
                                       12
 
<PAGE>
 
certifying the number and class of shares owned by him in the corporation. Each
such certificate shall be signed by, or in the name of the corporation by, the
Chairman or Vice Chairman, if any, of the Board of Directors, or the President
or a Vice President, and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation. Any or all of the
signatures on the certificate may be a facsimile.
 
       Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.
 
       4.3    Transfers. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or authenticity of signature as the corporation or its transfer agent
may reasonably require. Except as may be otherwise required by law, the
Certificate of Incorporation or the Bylaws, the corporation shall be entitled to
treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these Bylaws.
 
       4.4    Lost, Stolen or Destroyed Certificates. The corporation may issue
a new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.
 
       4.5    Record Date. The Board of Directors may fix in advance a record
date for the determination of the stockholders entitled to notice of or to vote
at any meeting of stockholders or to express consent (or dissent) to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, concession or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.
 
       If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall be at the close of
 
                                       13
 
<PAGE>
 
business on the day on which the Board of Directors adopts the resolution
relating to such purpose.
 
       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.
 
                                   ARTICLE V
                               GENERAL PROVISIONS
 
       5.1    Fiscal Year. The fiscal year of the corporation shall be as fixed
by the Board of Directors.
 
       5.2    Corporate Seal. The corporate seal shall be in such form as shall
be approved by the Board of Directors.
 
 
       5.3    Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by electronic transmission or any
other method permitted under the Delaware General Corporation Law, whether
before, at or after the time stated in such waiver, or the appearance of such
person or persons at such meeting in person or by proxy, shall be deemed
equivalent to such notice.
 
       5.4    Actions with Respect to Securities of Other Corporations. Except
as the Board of Directors may otherwise designate, the Chief Executive Officer
or President or any officer of the corporation authorized by the Chief Executive
Officer or President shall have the power to vote and otherwise act on behalf of
the corporation, in person or proxy, and may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact to this
corporation (with or without power of substitution) at any meeting of
stockholders or shareholders (or with respect to any action of stockholders) of
any other corporation or organization, the securities of which may be held by
this corporation and otherwise to exercise any and all rights and powers which
this corporation may possess by reason of this corporation's ownership of
securities in such other corporation or other organization.
 
       5.5    Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
 
       5.6    Certificate of Incorporation. All references in these Bylaws to
the Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
 
       5.7    Severability. Any determination that any provision of these Bylaws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.
 
                                       14
 
<PAGE>
 
       5.8    Pronouns. All pronouns used in these Bylaws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
 
       5.9    Notices. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by facsimile or
other electronic transmission in the manner provided in Section 232 of the
Delaware General Corporation Law, or by commercial courier service. Any such
notice shall be addressed to such stockholder, director, officer, employee or
agent at his or her last known address as the same appears on the books of the
corporation. The time when such notice shall be deemed to be given shall be the
time such notice is received by such stockholder, director, officer, employee or
agent, or by any person accepting such notice on behalf of such person, if
delivered by hand, facsimile, other electronic transmission or commercial
courier service, or the time such notice is dispatched, if delivered through the
mails.
 
       5.10   Reliance Upon Books, Reports and Records. Each director, each
member of any committee designated by the Board of Directors, and each officer
of the corporation shall, in the performance of his duties, be fully protected
in relying in good faith upon the books of account or other records of the
corporation, including reports made to the corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.
 
       5.11   Time Periods. In applying any provision of these Bylaws which
require that an act be done or not done a specified number of days prior to an
event or that an act be done during a period of a specified number of days prior
to an event, calendar days shall be used, the day of the doing of the act shall
be excluded, and the day of the event shall be included.
 
       5.12   Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
 
                                   ARTICLE VI
                                   AMENDMENTS
 
       6.1    By the Board of Directors. Except as is otherwise set forth in
these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may
be adopted by the affirmative vote of a majority of the directors present at any
regular or special meeting of the Board of Directors at which a quorum is
present.
 
       6.2    By the Stockholders. Except as otherwise set forth in these
Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the affirmative vote of the holders of at least 66 2/3% of the shares
of the capital stock of the corporation issued and outstanding and entitled to
vote at any annual meeting of stockholders, or at any special meeting
 
                                       15
 
<PAGE>
 
of stockholders, provided notice of such alteration, amendment, repeal or
adoption of new Bylaws shall have been stated in the notice of such special
meeting.
 
                                   ARTICLE VII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
       7.1    Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer of another corporation, or as a controlling person of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director or officer, or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said Law permitted the
corporation to provide prior to such amendment) against all expenses, liability
and loss reasonably incurred or suffered by such person in connection therewith
and 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 or her heirs,
executors and administrators; provided, however, that except as provided in
Section 6.2 of this Article VII, the corporation shall indemnify any such person
seeking indemnity in connection with a proceeding (or part thereof) initiated by
such person only if (a) such indemnification is expressly required to be made by
law, (b) the proceeding (or part thereof) was authorized by the Board of
Directors of the corporation, (c) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law, or (d) the proceeding
(or part thereof) is brought to establish or enforce a right to indemnification
under an indemnity agreement or any other statute or law or otherwise as
required under Section 145 of the Delaware General Corporation Law. The rights
hereunder shall be contract rights and shall include the right to be paid
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, unless the Delaware General Corporation
Law then so prohibits, the payment of such expenses incurred by a director or
officer of the corporation in his or her capacity as a director or officer (and
not in any other capacity in which service was or is tendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it
should be determined ultimately that such director or officer is not entitled to
be indemnified under this Section or otherwise.
 
       7.2    Right of Claimant to Bring Suit. If a claim under Section 6.1 is
not paid in full by the corporation within 45 days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim and, if
such suit is not frivolous or brought in bad faith, the claimant shall be
 
                                       16
 
<PAGE>
 
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to this
corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.
 
       7.3    Indemnification of Employees and Agents. The corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification, and to the advancement of related expenses, to any employee
or agent of the corporation to the fullest extent of the provisions of this
Article with respect to the indemnification of and advancement of expenses to
directors and officers of the corporation.
 
       7.4    Non-Exclusivity of Rights. The rights conferred on any person in
Sections 6.1 and 6.2 shall not be exclusive of any other right which such
persons may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
 
       7.5    Indemnification Contracts. The Board of Directors is authorized to
enter into a contract with any director, officer, employee or agent of the
corporation, or any person serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the Board of Directors so
determines, greater than, those provided for in this Article VII.
 
       7.6    Insurance. The corporation may maintain insurance to the extent
reasonably available, at its expense, to protect itself and any such director,
officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.
 
       7.7    Effect of Amendment. Any amendment, repeal or modification of any
provision of this Article VII by the stockholders and the directors of the
corporation shall not adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment, repeal or
modification.
 
                                       17
 
<PAGE>
 
                            CERTIFICATE OF SECRETARY
 
                                       OF
 
                       ACCREDITED HOME LENDERS HOLDING CO.
 
                            (a Delaware corporation)
 
       I, David E. Hertzel, the Secretary of Accredited Home Lenders Holding
Co., a Delaware corporation (the "Corporation"), hereby certify that the Bylaws
to which this Certificate is attached are the Bylaws of the Corporation.
 
       Executed effective on the 24th day of June, 2002.
 
 
                                          /s/ David E. Hertzel
                                          --------------------------------------
                                          David E. Hertzel, Secretary
 
                                       18