<PAGE>

                                                                   Exhibit 3(ii)


                                     BYLAWS

                                       OF

                             HARMON INDUSTRIES, INC.

                                    * * * * *


                                    ARTICLE I

                                     Offices

         The principal office of the Corporation in the State of Missouri shall
be located in Jackson County, Missouri. The Corporation may have such other
offices, either within or without the State of Missouri, as the businesses of
the Corporation may require from time to time.

         The registered office of the Corporation required by The General and
Business Corporation Act of Missouri to be maintained in the State of Missouri
may be, but need not be, identical with the principal office in the State of
Missouri, and the address of the registered office may be changed from time to
time by the Board of Directors.

                                   ARTICLE II

                                  Shareholders

         SECTION 1. ANNUAL MEETING: The Annual Meeting of the Shareholders shall
be held at any hour during normal business hours as determined by the President
on the second Tuesday in May of each year, beginning with the year 1990, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the Annual Meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held of the date designated herein for
any annual meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the Shareholders as soon
thereafter as conveniently may be.

         SECTION 2. SPECIAL  MEETINGS:  Special meetings of the Shareholders may
be called by the  President,  by the Board of Directors or by the holders of not
less than two-fifths of all the outstanding shares of the Corporation.



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         SECTION 3. PLACES OF MEETING:  The Board of Directors may designate any
place,  either within or without the State of Missouri,  as the place of meeting
for any annual  meeting of the  Shareholders  or for any special  meeting of the
Shareholders  called by the Board of Directors.  The  Shareholders may designate
any place, either within or without the State of Missouri,  as the place for the
holding of such  meeting,  and may include the same in a waiver of notice of any
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the  registered  office of the  Corporation in the
State of Missouri, except as otherwise provided in Section 5 of this Article.

         SECTION 4. NOTICE OF MEETINGS: Written or printed notice stating the
place, day and hour of the meeting 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 fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the office or persons calling the meeting, to each Shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed envelope
addressed to the Shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.

         SECTION 5. MEETING OF ALL SHAREHOLDERS: If all of the Shareholders
shall meet at any time and place, either within or without the State of
Missouri, and consent to the holding of a meeting, such meeting shall be valid,
without call or notice, and at such meeting any corporate action may be taken.

         SECTION 6. BUSINESS WHICH MAY BE TRANSACTED AT ANNUAL AND SPECIAL
MEETINGS: At each annual meeting of the Shareholders the Shareholders shall
elect, by ballot, a Board of Director nominated for election as provided in
Article II, Section 13 and in accordance with Article III, Section 2 of these
Bylaws, and they may transact such other business as may be approved by the
Board of Directors or submitted by a shareholder for consideration pursuant to
Article II, Section 16 of these Bylaws; whether or not the same are specified in
the notice of the meeting, unless the consideration of such other business
without its having been specified in the notice of the meeting as one of the
purposes thereof, is prohibited by law.

         Business transacted at all special meetings shall be confined to the
purposes stated in the notice of such meetings, unless the



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transaction  of other  business  is  consented  to by the  holders of all of the
outstanding shares of stock of the Corporation entitled to vote thereat.

         SECTION 7. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE: The
Board of Directors of the Corporation may close its stock transfer books for a
period not exceeding fifty days preceding the date of any meeting of
Shareholders, or the date for the payment of any dividend or for the allotment
of rights, or the date when any exchange or reclassification of shares shall be
effective; or, in lieu thereof, may fix in advance a date, not exceeding seventy
days preceding the date of any meeting of Shareholder, or to the date for the
payment of any dividends or for the allotment of rights, or to the date when any
exchange or reclassification of shares shall be effective, as the record date
for determination of Shareholders entitled to notice of, or to vote at, such
meeting, or Shareholders entitled to receive payment of any such dividend or to
receive any such allotment of rights, or to exercise rights in respect to any
exchange or reclassification of shares; and the Shareholders of record on such
date of closing the transfer books, or on the record date so fixed, shall be the
Shareholders entitled to notice of and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights in the event of an exchange or reclassification of shares, as the
case may be. If the Board of Directors shall not have closed the transfer books
or set a record date for the determination of its stockholders entitled to vote
as hereinabove provided, no person shall be admitted to vote directly or by
proxy except those in whose names the shares of the Corporation shall have stood
on the transfer books on a date fifty days previous to the date of the meeting.

         SECTION 8. VOTING LISTS: At least ten days before each meeting of
Shareholders, the officer or agent having charge of the transfer book for shares
of the Corporation shall make a complete list of the Shareholders entitled to
vote at such meeting, arranged in alphabetical order with the address of, and
the number of shares held by, each Shareholder which list, for a period of ten
days prior to such meeting, shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any Shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to inspection of any
Shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in this state, shall be prima facie
evidence as to who are the Shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of Shareholders.



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         SECTION 9. QUORUM: A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of the Shareholders; provided, that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting, from time to time, without further notice,
to a date not longer than ninety days from the date originally set for such
meeting.

         SECTION 10. PROXIES: At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

         SECTION 11. VOTING OF SHARES: Subject to the provisions of Section 13,
each outstanding share of capital stock having voting rights shall be entitled
to one vote upon each matter submitted to a vote at a meeting of Shareholders.

         SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS: Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the bylaws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         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 the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

A Shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.



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         SECTION 13. VACANCIES AND NEWLY CREATED  DIRECTORSHIPS;  NOMINATIONS OF
DIRECTORS; ELECTION.

         (a) Newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of not less than 75% of the remaining Directors then in
office, or by a sole remaining Director. Any Director elected in accordance with
the preceding sentence will hold office for the remainder of the full term of
the class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor is elected and qualified. No
decrease in the number of Directors constituting the Board will shorten the term
of an incumbent Director.

         (b) Other than persons nominated and elected pursuant to Paragraph (a),
only persons who are nominated in accordance with the following procedures will
be eligible for election as Directors of the Corporation.

         (c) Nominations of persons for election as Directors of the Corporation
may be made at a meeting of stockholders (i) by or at the direction of the Board
(including the Director Nomination and Compensation Committee thereof) or (ii)
by any stockholder who is a stockholder of record at the time of giving of
notice provided for in this Bylaw 13 who is entitled to vote for the election of
such Director at the meeting and who complies with the procedures set forth in
this Bylaw 13. All nominations by stockholders must be made pursuant to timely
notice in proper written form to the Secretary.

         (d) To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
180 calendar days prior to the meeting. To be in proper written form, such
stockholder's notice must set forth or include (i) the name and address, as they
appear on the Corporation's books, of the stockholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the stockholder giving the notice is a stockholder of record
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting for such Director to nominate the person or
persons specified in the notice; (iii) the number of shares of stock of the
Corporation owned beneficially and of record by the stockholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the stockholder giving the notice, (B) the beneficial owner, if any,
on whose behalf the notice is given, (C) each nominee, and (D) any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder giving the notice; (v) such other
information regarding each nominee proposed by the stockholder giving the notice
as would be required to be included in a proxy statement filed pursuant to the
proxy rules



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of the Securities and Exchange  Commission  had the nominee been  nominated,  or
intended  to be  nominated,  by the Board;  and (vi) the signed  consent of each
nominee to serve as a Director of the Corporation if so elected.  At the request
of the Board,  any person nominated by the Board for election as a Director must
furnish  to  the  Secretary  that  information  required  to be set  forth  in a
stockholder's  notice of nomination which pertains to the nominee. The presiding
officer of the meeting for election of  Directors  will,  if the facts  warrant,
determine  that a  nomination  was not made in  accordance  with the  procedures
prescribed by this Bylaw 13, and if so determined, so declare to the meeting and
the defective nomination will be disregarded.

         (e) Stockholders shall not have a right to cumulate their votes for
Directors. Directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

         SECTION 14. INFORMAL ACTION BY SHAREHOLDERS: Any action required to be
taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof.

         SECTION 15. REMOVAL OF DIRECTORS: The Shareholders shall have the power
by a two-thirds vote of the holders of shares at any regular meeting or special
meeting expressly called for that purpose, to remove any director from office
with cause. The Shareholders shall not have the power at any regular meeting or
special meeting expressly called for that purpose to remove any director without
cause. "Cause" shall mean for purposes of this section, fraud involving the
Corporation, gross abuse of office amounting to a breach of trust or fiduciary
responsibility or failure of any Director to attend in person or telephonically
three consecutive regular meetings of the Board of Directors.

         SECTION 16. ITEM SUBMITTED BY SHAREHOLDER FOR VOTING  CONSIDERATION  AT
SHAREHOLDERS MEETINGS.

         (a) Submission of matters to a vote of the Shareholders at any regular
or special meeting of the Shareholders may be made by any shareholder who (i) is
a shareholder of record at the time of giving of notice provided for in this
Bylaw 16, (ii) is entitled to vote on such matter at the meeting and (iii)
complies with the procedures set forth in this Bylaw 16. All such matters
submitted by shareholders for a vote at a special or annual meeting of
shareholders must be made pursuant to timely notice and proper written form to
the Secretary as required by this Bylaw 16.

         (b) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
180 calendar days prior to the meeting. To be in proper written form, such
shareholder's notice must set forth or include (i) the name and address as they
appear on the Corporation's books, of the shareholder or



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shareholders  giving the notice and of the  beneficial  owner,  if any, on whose
behalf the proposal is made; (ii) a representation  that the shareholder  giving
the notice is a  shareholder  of record of the  Corporation  entitled to vote at
such  meeting  and  intends to appear in person or by proxy at the  meeting  for
approval of the items submitted for vote; (iii) number of shares of stock of the
Corporation owned  beneficially and of record by the shareholder or shareholders
giving the notice  and by the  beneficial  owner,  if any,  on whose  behalf the
matter is submitted;  (iv) a description of all  arrangements or  understandings
between  or  among  any of (A)  the  shareholder  giving  the  notice,  (B)  the
beneficial owner, if any, on whose behalf the notice is given, and (C) any other
person or persons (naming such person or persons pursuant to which the matter is
being  submitted);  (v) a description or statement of the matter to be presented
for a vote,  together with a brief description of the reasons for a vote for the
proposed matter; and (vi) such other information regarding such matter as may be
required to be included in a proxy  statement  filed pursuant to the proxy rules
of the Securities and Exchange Commission.  The presiding officer of the meeting
at which the matter is to be considered  will, if the facts  warrant,  determine
that a proposal has not been made in accordance with the procedures described by
this  Bylaw 16,  and if so,  determine  to so  declare  to the  meeting  and the
proposed matter will be disregarded.

         SECTION 17. CONDUCT OF SHAREHOLDER'S MEETINGS, ADJOURNMENTS. The
Chairman of the Board of Directors or, in the absence of the Chairman of the
Board of Directors, the President of the Corporation, shall chair and conduct
any annual or special meeting of the shareholders. Such person acting as chair
shall have the authority to conduct the meeting for the purpose of transacting
business on behalf of the Corporation as provided in the notice of meeting and
in these Bylaws and shall also have the authority to determine whether matters
submitted for consideration at any such meeting have been submitted in
accordance with the provisions of these Bylaws. Such person chairing any meeting
of the Shareholders may adjourn the meeting to a specified place and future time
not to exceed more than 90 days from the date of such meeting without the
necessity of a motion or vote.

                                   ARTICLE III

                                    Directors

         SECTION 1. POWERS OF THE BOARD OF DIRECTORS: The property and business
of the Corporation shall be managed by the directors, acting as a Board. The
Board of Directors shall have and is vested with all and unlimited powers and
authorities, except as may be expressly limited by law, the Articles of
Incorporation or by these Bylaws, to do or cause to be done any and all lawful
things for and in behalf of the Corporation, to exercise or cause to be
exercised any or all of its powers, privileges and franchises, and to seek the
effectuation of its objects and purposes.

         SECTION 2. NUMBER, TENURE AND QUALIFICATIONS: The provisions of Article
VI of the Corporation's Articles of Incorporation provide for an indefinite
number of directors, not less than seven (7) nor more than twelve (12), and
require the exact number of directors to



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be  determined  by the Board of  Directors as set forth in these  Bylaws.  It is
specified that the Corporation shall have nine (9) directors. Such number may be
increased or decreased  from time to time within the  above-mentioned  limits by
amendment  of these  Bylaws.  Each  director  shall hold office for the term for
which he is elected or until his  successor  shall  have been duly  elected  and
qualified.

         The total number of directors shall be divided into three groups, with
each group containing one-third of the total, as near may be. At the first
annual shareholder's meeting at which the election of directors is to be
conducted following the adoption of this Bylaw, the Director Nomination and
Compensation Committee shall nominate three classes of directors, each class
containing one-third of the total as near as may be done and the classes shall
have terms of one year, two years and three years, respectively. At each annual
shareholder's meeting held thereafter, directors shall be chosen for a term of
three years, as the case may be, to succeed those whose terms expire.

         SECTION 3. REGULAR MEETINGS: A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place as the annual meeting of Shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Missouri, for the holding of additional regular meetings
with notice of such resolution to all directors.

         SECTION 4. SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place in the United States, either within or without the State of
Missouri, as the place for holding any special meeting of the Board of Directors
called by them.

         SECTION 5. NOTICE: Notice of any special meeting shall be given at
least five days previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram provided,
however, that if the designated meeting place is without the State of Missouri,
an additional five days notice be given. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed envelope so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at



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any meeting shall constitute a waiver of notice of such meeting,  except where a
director  attends  a meeting  for the  express  purpose  of  objecting  that the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

         SECTION 6. QUORUM: A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, provided that if less than a majority of the directors are present
at said meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.

         SECTION 7. MANNER OF ACTING:  The act of the majority of the  directors
present at a meeting of the  directors at which a quorum is present shall be the
act of the Board of Directors.

         SECTION 8. VACANCIES: In case of the death or resignation or
disqualification of one or more of the directors, a majority of the survivors or
remaining directors may fill such vacancy or vacancies until the successor or
successors are elected at the next annual meeting of the Shareholders. A
director elected to fill a vacancy shall serve as such until the next annual
meeting of the Shareholders.

         SECTION 9. COMPENSATION: Directors shall be entitled to receive the
annual fee as shall be determined from time to time by resolution of the Board
of Directors; provided that any such fee shall be applicable only to subsequent
terms of the Board of Directors. In addition, the Board of Directors by
resolution may establish a fixed sum to be paid for attendance at each regular
or special meeting of the Board of Directors; provided that any such fee shall
be applicable only to subsequent terms of the reasonable out of pocket expenses
incurred by the directors in attendance at any special or regular meeting of the
Board of Directors. Notwithstanding the foregoing, nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

         SECTION 10. APPOINTMENT OF COMMITTEES: The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate one
or more committees, each committee to consist of two or more of the directors of
the Corporation, which to the extent provided in said resolution or resolutions,
in the management of the business and affairs of the Corporation, and may have
power



                                    Page 37
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to authorize the seal of the  Corporation  to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

         SECTION 11. ADVISORY DIRECTOR: The Board of Directors of the
Corporation may, in its sole discretion, select one Advisory Director per year
from the group consisting of (i) the Presidents of the Corporation's
subsidiaries or (ii) the executive officers of the Corporation; provided, that
the outstanding common stock of such subsidiaries must be at least eighty
percent (80%) owned by the Corporation. Said Advisory Director shall be selected
at the Annual Board of Directors' Meeting of the Corporation and shall serve for
a one year period only, terminating upon the earlier of the selection of a
successor Advisory Director or the expiration of one year from the date of
acceptance of the Advisory Director position. The Advisory Director shall not be
entitled to vote on any matters on which the Board of Directors may vote. The
Advisory Director shall not be counted for purposes of determining a majority of
the Board or a quorum present at any meeting. The Advisory Director shall be
permitted to participate in discussion of matters coming before the Board but
shall not be authorized or empowered to present or second motions coming for
consideration to the Board of Director or otherwise present resolutions for
adoption by the Board of Directors. Compensation for the Advisory Director shall
be as determined by the Board of Directors.

         SECTION 12. QUALIFICATION FOR DIRECTORS: In order to be nominated to
serve as a director of the Corporation, a nominee must not yet have attained
his/her seventieth birthday. Directors who shall have attained his/her
seventieth birthday may not be renominated to serve another term. However, any
director who reaches his/her seventieth birthday during his/her term as a
director shall not be prohibited from completing such term by application of
this Section; provided, however, that this Section 12 shall not be applicable to
any Board member serving as of March 15, 1988.



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                                   ARTICLE IV

                                    Officers

         SECTION 1. NUMBER: The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice-Presidents (the number thereof to be
determined by the Board of Directors), a Treasurer, a Secretary and such other
officers as the Board may elect. The Chairman of the Board, President and the
Vice-President or if there is more than one Vice-President, then at least one
Vice-President shall be chosen from the Members of the Board of Directors. The
remaining officers of the Corporation need not be chosen from the Members of the
Board, but they may be so chosen. The Board of Directors, by resolution, may
create the offices of one or more Assistant Treasurers and Assistant
Secretaries, all of whom shall be elected by the Board of Directors.

         The Board of Directors from time to time may also appoint such other
officers and agents for the Corporation as it shall deem necessary or advisable.
All appointed officers and agents shall hold their respective positions at the
pleasure of the Board of Directors or for such terms as the Board of Directors
may specify, and they shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors or by an elected
officer empowered by the Board of Directors to make such determination.

         All officers and agents of the Corporation, as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the property and affairs of the Corporation as may be provided in
the Bylaws, or, in the absence of such provisions, as may be determined by
resolution of the Board of Directors.

         SECTION 2. DELEGATION OF AUTHORITY TO HIRE, DISCHARGE, ETC. The Board
of Directors from time to time may delegate to the Chairman of the Board, the
President or other officer or executive employee of the Corporation, authority
to hire, discharge and fix and modify the duties, salary or other compensation
of employees of the Corporation under their jurisdiction, and the Board of
Directors may delegate to such officer or executive employee similar authority
with respect to obtaining and retaining for the Corporation the services of
attorneys, accountants and other experts.



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         SECTION 3. ELECTION AND TERM OF OFFICE: The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of Shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

         SECTION 4. REMOVAL: Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION  5.  VACANCIES:  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         SECTION 6. CHAIRMAN OF THE BOARD: The Chairman of the Board shall
preside at all meetings of the Shareholders and Board of Directors at which he
is present. He shall, subject to the direction of the Board of Directors, have
general oversight over the affairs of the Corporation and shall, from time to
time, consult and advise with the President in the direction and management of
the Corporation's business and affairs. He shall also do and perform such other
duties as may, from time to time, be assigned to him by the Board of Directors.

         SECTION 7. PRESIDENT: The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. In the absence of the Chairman of the
Board, he shall preside at all meetings of the Shareholders and Board of
Directors. He shall be an ex officio member of all standing committees. He may
sign with Secretary or Treasurer or any other proper officer thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors or any authorized committee have authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or



                                    Page 40
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executed; and in general shall perform such other duties as may be prescribed by
the Board of Directors from time to time.

         SECTION 8. THE VICE-PRESIDENTS: In the absence of the President or in
the event of his inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, or with the Treasurer or an Assistant Treasurer, certificates for
shares of the Corporation and shall perform such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

         SECTION 9. THE TREASURER: If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with surety or sureties as the Board of Directors shall determine. He shall:
(a) have charge and custody of and be responsible for all funds and securities
of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these Bylaws; (b)
in general perform all the duties as from time to time may be assigned to him by
the President or by the Board of Directors.

         SECTION 10. THE SECRETARY: The Secretary shall: (a) keep the minutes of
the Shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these Bylaws; (d) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder; (e)
sign with the President, or a Vice-President, certificates for shares of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
Corporation; (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.



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<PAGE>


         SECTION 11. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES: The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. Assistant Secretaries and
Treasurers, as thereunto authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the Corporation, the
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary, respectively, or by the President or the Board of Directors.

         SECTION 12. SALARIES: The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

                                    ARTICLE V

                      Contracts, Loans, Checks and Deposits

         SECTION 1. CONTRACTS: The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

         SECTION  2.  LOANS:  No loans  shall be  contracted  on  behalf  of the
Corporation and no evidences or indebtedness  shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such

authority may be general or confined to specific instances.

         SECTION 3. CHECKS, DRAFTS, ETC.: All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

         SECTION 4. DEPOSITS: All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other



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<PAGE>


epositaries as the Board of Directors may select.

                                RESOLUTION

RESOLVED, that, effective March 16, 2000, the provisions of Section 1,
Article VI of the Bylaws are hereby deleted in their entirety and replaced by
the following:

                                ARTICLE VI

                Certificates for Shares and Their Transfer

     SECTION 1. CERTIFICATES FOR SHARES OF STOCK: The certificates for shares
of stock of the Corporation shall be numbered, shall be in such form as may
be prescribed by the Board of Directors in conformity with law, and shall be
entered in the stock books of the Corporation as they are issued, and such
entries shall show the name and address of the person, firm, partnership,
corporation or association to whom each certificate is issued. Each
certificate shall have printed, typed or written thereon the name of the
person, firm partnership, corporation or association to whom it is issued,
and number of shares represented thereby and shall be signed by the President
or a Vice-President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation and sealed with the
seal of the Corporation, which seal may be facsimile, engraved or printed.
Any or all of the signatures on the certificate may be facsimile. In case any
such officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of its issue.

         SECTION 2. TRANSFER OF SHARES - TRANSFER AGENT - REGISTRAR: Transfers
of shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by his
attorney lawfully constituted in writing, and upon surrender of the certificate
therefor. The stock record book and other transfer records shall be in the
possession of the Secretary or of a transfer agent or clerk for the Corporation.
The Corporation, by resolution of the Board of Directors may from time to time
appoint a transfer agent, and, if desired, a registrar, under such arrangements
and upon such terms and conditions as the Board of Directors deems advisable;
but until and unless the Board of Directors appoints some other person, firm or
corporation as its transfer agent (and upon the revocation of any such
appointment, thereafter until a new appointment is similarly made) the Secretary
of the Corporation shall be the transfer agent or clerk of the Corporation,
without the necessity of any formal action of the Board of Directors, and the
Secretary shall perform all of the duties thereof.



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         SECTION 3. LOST OR DESTROYED CERTIFICATES: In case of the loss or
destruction of any certificate for shares of stock of the Corporation, upon due
proof of the registered owner thereof or his representatives, by affidavit of
such loss or otherwise, the President and Secretary may issue a duplicate
certificate (plainly marked "duplicate") in its place, upon the Corporation
being fully indemnified therefor.

                                   ARTICLE VII

                                   Fiscal Year

         The fiscal year of the Corporation shall begin on the first day of
January in each year and end of the last day of December in each year.

                                  ARTICLE VIII

                                    Dividends

         The Board of Directors may from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

                                   ARTICLE IX

                                      Seal

         The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words, "Corporate Seal, Missouri."

                                    ARTICLE X

                                Waiver of Notice

         Whenever any notice whatever is required to be given under the
provisions of these Bylaws or under the provisions of the Articles of
Incorporation or under the provisions of The General and Business Corporation
Act of Missouri, waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.



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<PAGE>


                                   ARTICLE XI

                    Indemnification of Officers and Directors
                   Against Liabilities and Expenses in Actions

         SECTION 1. INDEMNIFICATION IN NON-DERIVATIVE ACTIONS: The Corporation
will indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceedings,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the Corporation, by reason of the fact that he is or was a
director (or nominee for a director position) or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination of any
action, suit, or proceeding by judgment, order, settlement, conviction or upon a
plead of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to be in the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         SECTION 2. INDEMNIFICATION IN DERIVATIVE ACTIONS: The Corporation will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director (or nominee for a director position) or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or misconduct in the performance of his duty
to the Corporation unless



                                    Page 45
<PAGE>


and only to the extent  that the court in which the  action or suit was  brought
determines upon application  that,  despite the adjudication of liability and in
view of all the  circumstances  of the case, the person is fairly and reasonably
entitled to indemnity of such expenses which the court shall deem proper.

         SECTION 3. MANDATORY INDEMNIFICATION WHENEVER DEFENSE IS SUCCESSFUL: To
the extent that a director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit or proceeding.

         SECTION 4. EXPENSES MUST BE AUTHORIZED IN EACH CASE: Any
indemnification under Section 1 and 2, unless ordered by a court, shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in these sections. The determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit, proceeding, or if such a quorum is not attainable,
or even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the Shareholders.

         SECTION 5. EXPENSES TO BE ADVANCED: Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of the action, suit, or proceeding as
authorized by the Board of Directors of the Corporation in the specific case
upon receipt of an undertaking by or on behalf of said director or officer to
repay such amount to be indemnified by the Corporation.

         SECTION 6. NON-EXCLUSIVE INDEMNIFICATION: The indemnification provided
by this section shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw, agreement, vote of
Shareholder or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such person.



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<PAGE>


         SECTION 7. INSURANCE: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director (or nominee for a
director position) or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
amendment.

                                   ARTICLE XII

                                   Amendments

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any annual meeting of the Shareholders or at any special meeting of
the Shareholders called for that purpose or at any meeting of the Board of
Directors provided, however, that the Board of Directors shall take no such
action contrary to the provisions of any resolution of the Shareholders
directing the Board not to do so.



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