<PAGE>   1
                                 EXHIBIT 3.2(b)

                 By-laws of the Registrant, as amended to date.

                                       58
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                                                            As in effect 5/30/97

                                   BY-LAWS OF

                           HUDSON GENERAL CORPORATION

                                      INDEX
<TABLE>
<CAPTION>
                                                                   Page No.
                                                                   --------
<S>                                                                  <C>
ARTICLE I - Offices

     Section         1.  Registered Office                            1
                     2.  Other Offices                                1

ARTICLE II - Meetings of Stockholders

     Section         1.  Place of Meetings                            1
                     2.  Annual Meeting                               1
                     3.  Special Meetings                             4
                     4.  Notice of Meetings                           4
                     5.  List of Stockholders                         5
                     6.  Quorums, Adjournments                        6
                     7.  Organization                                 6
                     8.  Order of Business                            7
                     9.  Voting                                       7
                    10.  Inspectors                                   8

ARTICLE III - Board of Directors

     Section         1.  General Powers                               9
                     2.  Number, Qualifications, Election and
                         Term of Office                               9
                     3.  Nomination of Directors                     10
                     4.  Place of Meetings                           13
                     5.  First Meeting                               13
                     6.  Regular Meetings                            13
                     7.  Special Meetings                            14
                     8.  Notice of Meetings                          14
                     9.  Quorum and Manner of Acting                 15
                    10.  Organization                                15
                    11.  Resignations                                16
                    12.  Vacancies                                   16
                    13.  Removal of Directors                        16
                    14.  Compensation                                16
                    15.  Committees                                  17
                    16.  Action by Consent                           17
                    17.  Telephonic Meeting                          18
</TABLE>


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                            By-Law Index (Continued)
<TABLE>
<CAPTION>
                                                                   Page No.
                                                                   --------
<S>                                                                 <C>
ARTICLE IV - Officers

     Section        1.  Number and Qualifications                    18
                    2.  Resignations                                 19
                    3.  Removal                                      19
                    4.  Chairman of the Board                        20
                    5.  The President                                19
                    6.  Vice-President                               20
                    7.  Treasurer                                    20
                    8.  Secretary                                    21
                    9.  The Assistant Treasurer                      22
                   10.  The Assistant Secretary                      22
                   11.  Officers' Bonds or Other Security            22
                   12.  Compensation                                 23

ARTICLE V - Stock Certificates and Their Transfer

     Section        1.  Stock Certificates                           23
                    2.  Facsimile Signatures                         24
                    3.  Lost or Abandoned Certificates               24
                    4.  Transfers of Stock                           25
                    5.  Transfer Agents and Registrars               25
                    6.  Regulations                                  25
                    7.  Fixing Record Date                           26
                    8.  Registered Stockholders                      26

ARTICLE VI - Indemnification

     Section        1.  Power to Indemnify in Actions, Suits or
                        Proceedings other than Those by or in
                        the Right of the Corporation                 27
                    2.  Power to Indemnify in Actions, Suits or
                        Proceedings by or in the Right of the
                        Corporation                                  28
                    3.  Authorization of Indemnification             28
                    4.  Good Faith Defined                           29
                    5.  Indemnification by a Court                   30
                    6.  Expenses Payable in Advance                  31
                    7.  Non-exclusivity and Survival of
                        Indemnification                              31
                    8.  Insurance                                    32
                    9.  Meaning of "Corporation" for Purposes of
                        Article VI                                   32

ARTICLE VII - General Provisions

     Section        1.  Dividends                                    33
                    2.  Reserves                                     33
                    3.  Seal                                         34
                    4.  Fiscal Year                                  34
                    5.  Checks, Notes, Drafts, etc.                  34
                    6.  Execution of Contracts, Deeds, etc.          34
                    7.  Voting of Stocks in Other Corporations       34

ARTICLE VIII - Amendments                                            35
</TABLE>


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                                   BY-LAWS OF

                           HUDSON GENERAL CORPORATION

                                    ARTICLE I

                                     Offices

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

        SECTION 2. Other Offices. The Corporation may also have an office or
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

        SECTION 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place or
places either within or without the State of Dela ware, as shall be designated
from time to time by the Board of Directors and stated in the notice of meeting
to stockholders.

        SECTION 2. Annual Meeting. The Annual Meeting of Stockholders shall be
held on such date and at such time and place as may be fixed by the Board of
Directors and stated in the notice of the meeting, for the purpose of electing
directors and for the transaction of only such

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other business as is properly brought before the meeting in accordance with
these By-Laws.

        No business may be transacted at an Annual Meeting of Stockholders,
other than business that is either (a) specified in the notice of Annual Meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the Annual Meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof), or (c) otherwise properly
brought before the Annual Meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Article II, Section 2 and on the record date for the determination of
stockholders entitled to vote at such Annual Meeting, and (ii) who complies with
the notice procedures set forth in this Article II, Section 2.

        In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

        To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding Annual Meeting of Stockholders;
provided, however, that in the event that the Annual Meeting is called for a
date that is not within thirty

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(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the Annual
Meeting was mailed or public disclosure of the date of the Annual Meeting was
made, whichever first occurs.

        To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
Annual Meeting (v) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting such business at the
Annual Meeting, (w) the name and record address of such stockholder, (x) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially by such stockholder and which are owned of record by such
stockholder, (y) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business, and (z) a representation
that such stockholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the Annual Meeting.

        No business shall be conducted at the Annual Meeting of Stockholders
except business brought before the Annual Meeting in accordance with the
procedures set forth in this Article II, Section 2, provided,
however, that, once business has been properly brought be-

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fore the Annual Meeting in accordance with such procedures, nothing in this
Article II, Section 2 shall be deemed to preclude discussion by any stockholder
of any such business. If the Chairman of an Annual Meeting determines that
business was not properly brought before the Annual Meeting in accordance with
the foregoing procedures, the Chairman shall declare to the Annual Meeting that
the business was not properly brought before the Annual Meeting and such
business shall not be transacted.

        SECTION 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stock holders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board, if there be one, or the President. Special meetings of stockholders
may not be called by any other person or persons.

        SECTION 4. Notice of Meetings. Written notice of each annual and special
meeting of stockholders stating the date, place and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given to each stockholder of record entitled to vote thereat
not less than ten nor more than sixty days before the date of the meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice. Notice shall be given personally or by mail,
and if by mail, shall be sent in a postage prepaid envelope, addressed to the
stockholder at his address as it appears on the rec-

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ords of the Corporation. Notice by mail shall be deemed given at the time when
the same shall be deposited in the United States mail, postage prepaid. Notice
of any meeting shall not be required to be given to any person who, either
before or after the meeting shall submit a signed written waiver of notice, in
person or by proxy or who attends such meeting, except when such person attends
the meeting in person or by proxy for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, an annual or special meeting of stockholders need be
specified in any written waiver of notice.

        SECTION 5. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city, town or village where the
meeting is to be held, which place shall be specified in the notice of meeting,
or, if not specified, at the place where the meeting is to be held. The list
shall be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

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        SECTION 6. Quorum, Adjournments. The holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of the stockholders, except as
otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented at any meeting of stock
holders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally called. If the adjournment is for more
than thirty days, or, if after adjournment a new record date is set, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

        SECTION 7. Organization. At each meeting of stockholders the Chairman
of the Board, if one shall have been elected, or in his absence or if one shall
not have been elected, the President, shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

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        SECTION 8.  Order of Business.  The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.

        SECTION 9. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

                  (a) on the date fixed pursuant to the provisions of Section 7
of Article V of these By-Laws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such meeting; or

                  (b) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice thereof
shall be given, or, if notice is waived, at the close of business on the date
next preceding the day on which the meeting is held. 

         Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact, but no proxy shall be voted after one year
from its date, unless the proxy provides for a longer period. Any such proxy
shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. When a
quorum is present at any meeting, the vote of the holders of a majority of the
voting power of

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the issued and outstanding stock of the Corporation entitled to vote thereon,
present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute or of the Certificate of Incorporation or of these By-Laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, and shall state the number of shares
voted.

        SECTION 10. Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors or alternate inspectors
to act at such meeting or any adjournment thereof. If any of the inspectors or
alternate inspectors so appointed shall fail to appear or act, the chairman of
the meeting shall appoint one or more inspectors. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares of capital stock of the Corporation outstanding
and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, the validity of proxies and ballots, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection

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with the right to vote, count and tabulate all votes, ballots or consents,
determine the results, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. The inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. Inspectors need not be stockholders.

                                   ARTICLE III

                               Board of Directors

        SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

        SECTION 2.  Number, Qualifications, Election and Term of Office.
The number of directors constituting the Board of Directors shall be not less
than three. The number of directors may be fixed, from time to time, by the
affirmative vote of a majority of the entire Board of Directors or by action of
the stockholders of the Corporation. Any decrease in the number of directors
shall be effective at the time of the next succeeding annual meeting of
stockholders unless there shall be vacancies in the Board of Directors, in which
case such decrease may become effective at any time prior to the next succeeding
annual meeting to the extent of the number of such vacancies. Directors need

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not be stockholders. Except as otherwise provided by statute or these By-Laws,
the directors shall be elected at the annual meeting of stockholders. Each
director shall hold office until his successor shall have been elected and
qualified, or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws.

        SECTION 3. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called in the manner set forth in Article II,
Section 3 hereof for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
or (b) by any stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice provided for in this Article III,
Section 3 and on the record date for the determination of stockholders entitled
to vote at such meeting, and (ii) who complies with the notice procedures set
forth in this Article III, Section 3.

        In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

        To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices

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of the Corporation (a) in the case of an annual meeting, not less than sixty
(60) days nor more than ninety (90) days prior to the anniversary date of the
immediately preceding Annual Meeting of Stockholders; provided, however, that in
the event that the Annual Meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the Annual
Meeting was mailed or public disclosure of the date of the Annual Meeting was
made, whichever first occurs, and (b) in the case of a special meeting of
stockholders called in the manner set forth in Article II, Section 3 hereof for
the purpose of electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of the Special
Meeting was mailed or public disclosure of the date of the Special Meeting was
made, whichever first occurs.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially by the person and which are owned of
record by the person, and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings

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required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially by such
stockholder and which are owned of record by such stockholder, (iii) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the Meeting to nominate the persons named in its notice, and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nom- nee to being
named as a nominee and to serve as a director if elected.

        No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Article III, Section 3. If the Chairman of the Meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the Meeting that the

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nomination was defective and such defective nomination shall be disregarded.

        SECTION 4. Place of Meetings. Meetings of the Board of Directors shall
be held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

        SECTION 5. First Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the trans action of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place (within or without the State of Delaware) which shall be specified
in a notice thereof given as hereinafter provided in Section 8 of this Article
III.

        SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.

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        SECTION 7.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, if one shall
have been elected, or by two or more directors of the Corporation or
by the President.

        SECTION 8. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 8, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to him at his residence or usual place of
business, by first-class mail, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he shall attend for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.


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        SECTION 9. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to the directors unless such time
and place were announced at the meeting at which the adjournment was taken, to
the other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no powers as such.

        SECTION 10. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his absence, another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary (or, in
his absence, any person appointed by the Chairman) shall act as secretary of the
meeting and keep the minutes thereof.

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        SECTION 11. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein, immediately
upon its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

        SECTION 12. Vacancies. Any vacancy in the Board of Directors, whether
arising from death, resignation, removal (with or without cause), may be filled
by the vote of a majority of the directors then in office, though less than a
quorum, or by the sole remaining director or by the stockholders at the next
annual meeting thereof or at a special meeting thereof. Each director so elected
shall hold office until his successor shall have been elected and qualified.

        SECTION 13. Removal of Directors. Any director may be removed either
with or without cause, at any time, by the holders of a majority of the voting
power of the issued and outstanding capital stock of the Corporation entitled to
vote at an election of directors. Any director may be removed for cause by the
Board of Directors.

        SECTION 14. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.

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        SECTION 15. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of one
or more of the directors of the Corporation. The Board of Directors 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
addition, in the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
such absent or disqualified member. Except to the extent restricted by statute
or the Certificate of Incorporation, each such committee, to the extent provided
in the resolution creating it, shall have and may exercise all the powers and
authority of the Board of Directors and may authorize the seal of the
Corporation to be affixed to all papers which require it. Each such committee
shall serve at the pleasure of the Board of Directors and have such name as may
be determined from time to time by resolution adopted by the Board of Directors.
A majority of each committee shall constitute a quorum for the transaction of
business. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors.

         SECTION 16.  Action by Consent.  Unless restricted by the Certificate
of Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken with-

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out a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board of Directors or such committee,
as the case may be.

        SECTION 17. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE IV

                                    Officers

        SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the President, one
or more Vice-Presidents, the Secretary and the Treasurer. If more than one
Vice-President is elected, they shall have the following order of seniority:
Executive Vice-President, Senior Vice-President, Vice-President. If the Board of
Directors wishes, it may also elect as an officer of the Corporation a Chairman
of the Board and may elect other officers including one or more Assistant
Treasurers and one or more Assistant Secretaries, as may be necessary or
desirable for the business of the Corporation. Any two or more offices may be
held by the same person. Each officer shall hold

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office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.

        SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

        SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.

        SECTION 4. Chairman of the Board. The Chairman of the Board, if one
shall have been elected, shall be a member of the Board, an officer of the
Corporation, and, if present, shall preside at each meeting of the Board of
Directors or the stockholders. Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign all contracts, certificates and other instruments of the
Corporation. During the absence or disability of the President, the Chairman of
the Board shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board shall also perform such other duties and
exercise such other powers as from time to time may be assigned to the Chairman
of the Board by these By-Laws or by the Board of Directors.

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        SECTION 5. The President. The President shall, in the absence of the
Chairman of the Board, or if a Chairman of the Board shall not have been
elected, preside at each meeting of the Board of Directors or the stockholders.
The President shall perform all duties incident to the office of President and
such other duties as may from time to time be assigned to the President by the
Board of Directors.

        SECTION 6. Vice President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice-President, or if there shall be
more than one, the Vice- Presidents in the order of their seniority, shall
perform the duties of the President, and, when so acting, shall have the powers
of and be subject to the restrictions placed upon the President in respect of
the performance of such duties.

        SECTION 7.  Treasurer.  The Treasurer shall

                            (a) have charge and custody of, and be responsible
for, all the funds and securities of the Corporation;

                            (b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

                            (c) deposit all moneys and other valuables to the
credit of the Corporation in such depositaries as may be designated by the Board
of Directors or pursuant to its direction;

                            (d) receive, and give receipts for, moneys due and
payable to the Corporation from any source whatsoever;

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<PAGE>   24
                            (e) disburse the funds of the Corporation and
supervise the investments of its funds, taking proper vouchers therefor;

                            (f) render to the Board of Directors, whenever the
Board of Directors may require, an account of the financial condition
of the Corporation; and

                            (g) in general, perform all duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors.

        SECTION 8.  Secretary.  The Secretary shall

                            (a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the Board of
Directors, the committees of the Board of Directors and the
stockholders;

                            (b) see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law;

                            (c) be custodian of the records and seal of the
Corporation and affix and attest the seal to all certificates for shares of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal;

                            (d) see that the books, reports, statements,
certificates and other documents and records required by law are kept and filed;
and

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<PAGE>   25
                            (e) in general, perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board of Directors.

        SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

        SECTION 10. The Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors (or if there be no such determination, then in the order
of their election), shall, in the absence of the Secretary or in the event of
his inability or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

        SECTION 11. Officers' Bonds or Other Security. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.

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        SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

                                    ARTICLE V

                      Stock Certificates and Their Transfer

        SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the Chairman of the Board or the Vice Chairman of the Board or
the President or the Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assist-ant Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restriction of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of the State of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Cor-

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<PAGE>   27
poration shall issue to represent such class or series of stock, a statement
that the Corporation will furnish without charge to each stockholder who so
requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

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

        SECTION 3. Lost or Abandoned Certificates. The Board of Directors may
direct, or establish a procedure providing for, a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, or which have been claimed as abandoned property by a governmental
authority or its agent. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indem-

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nify it against any claim that may be made against the Corporation on account of
the alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate.

        SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

        SECTION 5. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

        SECTION 6. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By- Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

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<PAGE>   29
        SECTION 7. Fixing Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

        SECTION 8. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owners, shall be
entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.


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                                   ARTICLE VI

                                 Indemnification

        SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other
than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VI, the Corporation shall 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 proceeding, 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, officer, employee or agent 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), 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
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea 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 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.

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<PAGE>   31
        SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article VI, the
Corporation shall 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, officer, employee or agent 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 such 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; except 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 to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

        SECTION 3. Authorization of Indemnification. Any indemnification under
this Article VI (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a de-

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<PAGE>   32
termination 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 Section 1 or Section 2 of this Article VI, as the case may
be. Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stock-holders. To the extent,
however, that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described 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 therewith, without the necessity of
authorization in the specific case.

        SECTION 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article VI, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to him by the
officers of the Corporation or another enterprise in the course of their

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duties, or on the advice of legal counsel for the Corporation or an-other
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 4
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. The provisions of this Section 4 shall not be deemed to be exclusive or
to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Sections 1 or 2 of this
Article VI, as the case may be.

        SECTION 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VI, and
notwithstanding the absence of any determination thereunder, any director,
officer, employee or agent may apply to any court of competent jurisdiction in
the State of Delaware for indemnification to the extent otherwise permissible
under Sections 1 and 2 of this Article VI. The basis of such indemnification by
a court shall be a determination by such court that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in Sections 1 or 2 of this
Article VI, as the case may be. Notice of any application for indemnification
pursuant to this Section 5 shall

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be given to the Corporation promptly upon the filing of such application.

        SECTION 6. Expenses Payable in Advance. Expenses incurred in defending
or investigating a threatened or pending action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VI.

        SECTION 7. Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
By-Law, agreement, contract, vote of stockholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Sections 1 and 2
of this Article VI shall be made to the fullest extent permitted by law. The
provisions of this Article VI shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 1 or 2 of this
Article VI but whom the

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Corporation has the power or obligation to indemnify under the provisions of
the General Corporation Law of the State of Delaware or otherwise. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VI shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.

        SECTION 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 or
obligation to indemnify him against such liability under the provisions of this
Article VI or otherwise.

        SECTION 9. Meaning of "Corporation" for Purposes of Article VI. For
purposes of this Article VI, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its

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directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                                   ARTICLE VII

                               General Provisions

        SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property or in shares of stock of the Corporation,
unless otherwise provided by statute or the Certificate of Incorporation.

        SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the

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interests of the Corporation. The Board of Directors may modify or abolish any
such reserve in the manner in which it was created.

        SECTION 3. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.

        SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors.

        SECTION 5. Checks, Notes, Drafts, etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

        SECTION 6. Execution of Contracts, Deeds, etc. The Board of Directors
shall authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

         SECTION 7. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which

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the Corporation may be entitled to cast as a shareholder or other wise in any
other corporation, any of whose shares or securities may be held by the
Corporation at meetings of the holders of the shares or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board or the President may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent. The
Chairman of the Board or the President may, or may instruct the attorneys or
agents appointed, to execute or cause to be executed in the name and on behalf
of the Corporation and under its seal or otherwise, such written proxies,
consents, waivers or other instruments as may be necessary or proper in the
premises.

                                  ARTICLE VIII

                                   Amendments

        These By-Laws may be amended or repealed or new By-Laws adopted (a) by
action of the stockholders entitled to vote thereon at any annual or special
meeting of stockholders, or (b) if the Certificate of Incorporation so provides,
by action of the Board of Directors at a regular or special meeting thereof. Any
By-Law made by the Board of Directors may be amended or repealed by action of
the stockholders at an annual or special meeting of stockholders.

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