<PAGE>   1
                                                                    EXHIBIT 3.2B

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                              AMENDED AND RESTATED



                                     BYLAWS



                                       OF



                          CHANCELLOR MEDIA CORPORATION



                             A DELAWARE CORPORATION
















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                               TABLE OF CONTENTS

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<S>               <C>                                                                                          <C>
ARTICLE 1.        OFFICES.........................................................................................1
                  1.1.    Registered Office and Agent.............................................................1
                  1.2.    Other Offices...........................................................................1

ARTICLE 2.        MEETINGS OF STOCKHOLDERS........................................................................1
                  2.1.    Annual Meeting..........................................................................1
                  2.2.    Special Meeting.........................................................................2
                  2.3.    Place of Meetings.......................................................................2
                  2.4.    Notice..................................................................................2
                  2.5.    Voting List.............................................................................2
                  2.6.    Quorum..................................................................................3
                  2.7.    Required Vote; Withdrawal of Quorum.....................................................3
                  2.8.    Method of Voting; Proxies...............................................................3
                  2.9.    Record Date.............................................................................3
                  2.10.   Conduct of Meeting......................................................................4
                  2.11.   Inspectors..............................................................................4

ARTICLE 3.        DIRECTORS.......................................................................................5
                  3.1.    Management..............................................................................5
                  3.2.    Number; Qualification; Election; Term...................................................5
                  3.3.    Change in Number........................................................................6
                  3.4.    Removal.................................................................................6
                  3.5.    Vacancies...............................................................................6
                  3.6.    Meetings of Directors...................................................................6
                  3.7.    First Meeting...........................................................................6
                  3.8.    Election of Officers....................................................................7
                  3.9.    Regular Meetings........................................................................7
                  3.10.   Special Meetings........................................................................7
                  3.11.   Notice..................................................................................7
                  3.12.   Quorum; Majority Vote...................................................................7
                  3.13.   Procedure...............................................................................7
                  3.14.   Presumption of Assent...................................................................7
                  3.15.   Compensation............................................................................8

ARTICLE 4.        COMMITTEES......................................................................................8
                  4.1.    Designation.............................................................................8
                  4.2.    Number; Qualification; Term.............................................................8
                  4.3.    Authority...............................................................................8
</TABLE>


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<TABLE>
<CAPTION>
                                                                                                               PAGE
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<S>               <C>                                                                                          <C>
                  4.4.    Committee Changes.......................................................................8
                  4.5.    Alternate Members of Committees.........................................................8
                  4.6.    Regular Meetings........................................................................8
                  4.7.    Special Meetings........................................................................8
                  4.8.    Quorum; Majority Vote...................................................................9
                  4.9.    Minutes.................................................................................9
                  4.10.   Compensation............................................................................9
                  4.11.   Responsibility..........................................................................9

ARTICLE 5.        NOTICE..........................................................................................9
                  5.1.    Method..................................................................................9
                  5.2.    Waiver.................................................................................10

ARTICLE 6.        OFFICERS.......................................................................................10
                  6.1.    Number; Titles; Term of Office.........................................................10
                  6.2.    Removal................................................................................10
                  6.3.    Vacancies..............................................................................10
                  6.4.    Authority..............................................................................10
                  6.5.    Compensation...........................................................................10
                  6.6.    Chairman of the Board..................................................................10
                  6.7.    President..............................................................................11
                  6.8.    Chief Operating Officer................................................................11
                  6.9.    Vice Presidents........................................................................11
                  6.10.   Treasurer..............................................................................11
                  6.11.   Assistant Treasurers...................................................................11
                  6.12.   Secretary..............................................................................11
                  6.13.   Assistant Secretaries..................................................................12

ARTICLE 7.        CERTIFICATES AND SHAREHOLDERS..................................................................12
                  7.1.    Certificates for Shares................................................................12
                  7.2.    Replacement of Lost or Destroyed Certificates..........................................12
                  7.3.    Transfer of Shares.....................................................................12
                  7.4.    Registered Stockholders................................................................13
                  7.5.    Regulations............................................................................13
                  7.6.    Legends................................................................................13

ARTICLE 8.        MISCELLANEOUS PROVISIONS.......................................................................13
                  8.1.    Dividends..............................................................................13
                  8.2.    Reserves...............................................................................13
                  8.3.    Books and Records......................................................................13
                  8.4.    Fiscal Year............................................................................13
                  8.5.    Seal...................................................................................13
                  8.6.    Resignations...........................................................................14
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<TABLE>
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<S>               <C>                                                                                          <C>
                  8.7.    Securities of Other Corporations.......................................................14
                  8.8.    Telephone Meetings.....................................................................14
                  8.9.    Action Without a Meeting...............................................................14
                  8.10.   Invalid Provisions.....................................................................15
                  8.11.    Mortgages, etc........................................................................15
                  8.12.   Headings...............................................................................15
                  8.13.   References.............................................................................15
                  8.14.   Amendments.............................................................................15
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                                      iii
<PAGE>   5





                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          CHANCELLOR MEDIA CORPORATION

                             A DELAWARE CORPORATION



                                    PREAMBLE

                  These bylaws are subject to, and governed by, the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law") and the certificate of incorporation of Chancellor Media Corporation, a
Delaware corporation (the "Corporation"). In the event of a direct conflict
between the provisions of these bylaws and the mandatory provisions of the
Delaware General Corporation Law or the provisions of the certificate of
incorporation of the Corporation, such provisions of the Delaware General
Corporation Law or the certificate of incorporation of the Corporation, as the
case may be, will be controlling.

                                   ARTICLE 1.
                                     OFFICES

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

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

                                   ARTICLE 2.
                            MEETINGS OF STOCKHOLDERS

                  2.1. Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.
<PAGE>   6

                  2.2. Special Meeting. A special meeting of the stockholders
may be called at any time by the Chairman of the Board, the President, the board
of directors, and shall be called by the President or the Secretary at the
request in writing of the stockholders of record of not less than ten percent of
all shares entitled to vote at such meeting or as otherwise provided by the
certificate of incorporation of the Corporation. A special meeting shall be held
on such date and at such time as shall be designated by the person(s) calling
the meeting and stated in the notice of the meeting or in a duly executed waiver
of notice of such meeting. Only such business shall be transacted at a special
meeting as may be stated or indicated in the notice of such meeting or in a duly
executed waiver of notice of such meeting.

                  2.3. Place of Meetings. An annual meeting of stockholders may
be held at any place within or without the State of Delaware designated by the
board of directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the meeting
or a duly executed waiver of notice of such meeting. Meetings of stockholders
shall be held at the principal executive office of the Corporation unless
another place is designated for meetings in the manner provided herein.

                  2.4. Notice. Written or printed notice stating the place, day,
and time of each meeting of the stockholders 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 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person(s) calling the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is to be sent by mail, it shall
be directed to such stockholder at his address as it appears on the records of
the Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.

                  2.5. Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the board of
directors, shall prepare a complete list of stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder. For
a period of ten days prior to such meeting, such list shall be kept on file at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or a duly executed waiver of notice of such
meeting or, if not so specified, at the place where the meeting is to be held
and shall be open to examination by any stockholder during ordinary business
hours. Such list shall be produced at such meeting and kept at the meeting at
all times during such meeting and may be inspected by any stockholder who is
present.


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<PAGE>   7

                  2.6. Quorum. The holders of a majority of the outstanding
shares entitled to vote on a matter, present in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as otherwise provided
by law, the certificate of incorporation of the Corporation, or these by-laws.
If a quorum shall not be present, in person or by proxy, at any meeting of
stockholders, the stockholders entitled to vote thereat who are present, in
person or by proxy, or, if no stockholder entitled to vote is present, any
officer of the Corporation may adjourn the meeting from time to time, without
notice other than announcement at the meeting (unless the board of directors,
after such adjournment, fixes a new record date for the adjourned meeting),
until a quorum shall be present, in person or by proxy. At any adjourned meeting
at which a quorum shall be present, in person or by proxy, any business may be
transacted which may have been transacted at the original meeting had a quorum
been present; provided that, if the adjournment is for more than 30 days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

                  2.7. Required Vote; Withdrawal of Quorum. When a quorum is
present at any meeting, the vote of the holders of at least a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by express provision of statute, the certificate of incorporation
of the Corporation, or these bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
The stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

                  2.8. Method of Voting; Proxies. Except as otherwise provided
in the certificate of incorporation of the Corporation or by law, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders. Elections of directors
need not be by written ballot. At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the Secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after three years from the date of its
execution, unless otherwise provided in the proxy. If no date is stated in a
proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by law.

                  2.9. Record Date. (a)For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, for any such determination of
stockholders, such date in any case to be not more than


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60 days and not less than ten days prior to such meeting nor more than 60 days 
prior to any other action. If no record date is fixed:

                                    (i) The record date for determining
         stockholders entitled to notice of or to vote at a meeting of
         stockholders shall be at the close of business on the day next
         preceding the day on which notice is given or, if notice is waived, at
         the close of business on the day next preceding the day on which the
         meeting is held.

                                    (ii) The record date for determining
         stockholders for any other purpose shall be at the close of business on
         the day on which the board of directors adopts the resolution relating
         thereto.

                                    (iii) 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.

                           (b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by law or these bylaws, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
in the State of Delaware, principal place of business, or such officer or agent
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by law or these bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

                  2.10. Conduct of Meeting. The Chairman of the Board, if such
office has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
stockholders. The Secretary shall keep the records of each meeting of
stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non-acting officer under these bylaws or by some person
appointed by the meeting.

                  2.11. Inspectors. The board of directors may, in advance of
any meeting of stockholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof.

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<PAGE>   9

If any of the inspectors so appointed shall fail to appear or act, the chairman
of the meeting shall, or if inspectors shall not have been appointed, the
chairman of the meeting may, 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, and the validity and effect of proxies and shall
receive votes, ballots, or consents, hear and determine all challenges and
questions arising in connection 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. On
request of the chairman of the meeting, 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. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders.

                                   ARTICLE 3.
                                    DIRECTORS

                  3.1. Management. The business and property of the Corporation
shall be managed by the board of directors. Subject to the restrictions imposed
by law, the certificate of incorporation of the Corporation, or these bylaws,
the board of directors may exercise all the powers of the Corporation.

                  3.2. Number; Qualification; Election; Term. The number of
directors which shall constitute the entire board of directors shall be not less
than five nor more than thirteen, plus such number of directors as may be
elected from time to time by the holders of any class or series of preferred
stock of the Corporation. The first board of directors shall consist of the
number of directors named in the certificate of incorporation of the Corporation
or, if no directors are so named, shall consist of the number of directors
elected by the incorporator(s) at an organizational meeting or by unanimous
written consent in lieu thereof. Thereafter, within the limits above specified,
the number of directors which shall constitute the entire board of directors
shall be determined by resolution of the board of directors or by resolution of
the stockholders at the annual meeting thereof or at a special meeting thereof
called for that purpose. Except as otherwise required by law, the certificate of
incorporation of the Corporation, or these bylaws, the directors shall be
elected at an annual meeting of stockholders at which a quorum is present.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the election of
directors. Except as otherwise required by law, the certificate of incorporation
of the Corporation, or these bylaws, each director so chosen shall hold office
until the first annual meeting of stockholders held after his election and until
his successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office. None of the directors need be a stockholder
of the Corporation or a resident of the State of Delaware. Each director must
have attained the age of majority.


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<PAGE>   10

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

                  3.4. Removal. Except as otherwise provided by law or in the
certificate of incorporation of the Corporation or these by-laws, at any meeting
of stockholders called expressly for that purpose, any director or the entire
board of directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote on the election of
directors.

                  3.5. Vacancies. Vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
the sole remaining director, provided, however, that if pursuant to a provision
of the certificate of incorporation a class of capital stock of the Corporation
shall have the right to vote as a class to elect a director, then the vacancy as
to a director so elected shall be filled by a vote of the holders of such class.
Each director so chosen shall hold office until the first annual meeting of
stockholders held after his election and until his successor is elected and
qualified or, if earlier, until his death, resignation, or removal from office.
If there are no directors in office, an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any
newly-created directorship, the directors then in office shall constitute less
than a majority of the whole board of directors (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least 10% of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or
newly-created directorships or to replace the directors chosen by the directors
then in office. Except as otherwise provided in these bylaws, when one or more
directors shall resign from the board of directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have the power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in these
bylaws with respect to the filling of other vacancies.

                  3.6. Meetings of Directors. The directors may hold their
meetings and may have an office and keep the books of the Corporation, except as
otherwise provided by statute, in 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 such meeting or duly executed waiver of
notice of such meeting.

                  3.7. First Meeting. Each newly elected board of directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of stockholders, and no notice of such meeting shall be
necessary.

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<PAGE>   11

                  3.8. Election of Officers. At the first meeting of the board
of directors after each annual meeting of stockholders at which a quorum shall
be present, the board of directors shall elect the officers of the Corporation.

                  3.9. Regular Meetings. Regular meetings of the board of
directors shall be held at such times and places as shall be designated from
time to time by resolution of the board of directors. Notice of such regular
meetings shall not be required.

                  3.10. Special Meetings. Special meetings of the board of
directors shall be held whenever called by the Chairman of the Board, the
President, or any director.

                  3.11. Notice. The Secretary shall give notice of each special
meeting to each director at least 24 hours before the meeting. 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
without protesting, prior to or at its commencement, the lack of notice to him.
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.

                  3.12. Quorum; Majority Vote. At all meetings of the board of
directors, a majority of the directors fixed in the manner provided in these
bylaws shall constitute a quorum for the transaction of business. If at any
meeting of the board of directors there be less than a quorum present, a
majority of those present or any director solely present may adjourn the meeting
from time to time without further notice. Unless the act of a greater number is
required by law, the certificate of incorporation of the Corporation, or these
bylaws, the act of a majority of the directors present at a meeting at which a
quorum is in attendance shall be the act of the board of directors. At any time
that the certificate of incorporation of the Corporation provides that directors
elected by the holders of a class or series of stock shall have more or less
than one vote per director on any matter, every reference in these bylaws to a
majority or other proportion of directors shall refer to a majority or other
proportion of the votes of such directors.

                  3.13. Procedure. At meetings of the board of directors,
business shall be transacted in such order as from time to time the board of
directors may determine. The Chairman of the Board, if such office has been
filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of the board of
directors. In the absence or inability to act of either such officer, a chairman
shall be chosen by the board of directors from among the directors present. The
Secretary of the Corporation shall act as the secretary of each meeting of the
board of directors unless the board of directors appoints another person to act
as secretary of the meeting. The board of directors shall keep regular minutes
of its proceedings which shall be placed in the minute book of the Corporation.

                  3.14. Presumption of Assent. A director of the Corporation who
is present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or shall forward any
dissent by certified 


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<PAGE>   12

or registered mail to the Secretary of the Corporation immediately after the 
adjournment of the meeting. Such right to dissent shall not apply to a director 
who voted in favor of such action.

                  3.15. Compensation. The board of directors shall have the
authority to fix the compensation, including fees and reimbursement of expenses,
paid to directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

                                   ARTICLE 4.
                                   COMMITTEES

                  4.1. Designation. The board of directors may, by resolution
adopted by a majority of the entire board of directors, designate one or more
committees.

                  4.2. Number; Qualification; Term. Each committee shall consist
of one or more directors appointed by resolution adopted by a majority of the
entire board of directors. The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
board of directors. Each committee member shall serve as such until the earliest
of (i) the expiration of his term as director, (ii) his resignation as a
committee member or as a director, or (iii) his removal as a committee member or
as a director.

                  4.3. Authority. Each committee, to the extent expressly
provided in the resolution establishing such committee, shall have and may
exercise all of the authority of the board of directors in the management of the
business and property of the Corporation except to the extent expressly
restricted by law, the certificate of incorporation of the Corporation, or these
bylaws.

                  4.4. Committee Changes. The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

                  4.5. Alternate Members of Committees. The board of directors
may designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member is absent or
disqualified, the member or members of such committee present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.

                  4.6. Regular Meetings. Regular meetings of any committee may
be held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.

                  4.7. Special Meetings. Special meetings of any committee may
be held whenever called by any committee member. The committee member calling
any special meeting 

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<PAGE>   13

shall cause notice of such special meeting, including therein the time and place
of such special meeting, to be given to each committee member at least two days
before such special meeting. Neither the business to be transacted at, nor the
purpose of, any special meeting of any committee need be specified in the notice
or waiver of notice of any special meeting.

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

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

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

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

                                   ARTICLE 5.
                                     NOTICE

                  5.1. Method. Whenever by statute, the certificate of
incorporation of the Corporation, or these bylaws, notice is required to be
given to any committee member, director, or stockholder and no provision is made
as to how such notice shall be given, personal notice shall not be required and
any such notice may be given (a) in writing, by mail, postage prepaid, addressed
to such committee member, director, or stockholder at his address as it appears
on the books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

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<PAGE>   14


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

                                   ARTICLE 6.
                                    OFFICERS

                  6.1. Number; Titles; Term of Office. The officers of the
Corporation shall be a President, one or more Chief Operating Officers, a
Secretary, and such other officers as the board of directors may from time to
time elect or appoint, including a Chairman of the Board, one or more Vice
Presidents (with each Vice President to have such descriptive title, if any, as
the board of directors shall determine), and a Treasurer. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, until his death, or until he shall resign or shall have been removed
in the manner hereinafter provided. Any two or more offices may be held by the
same person. None of the officers need be a stockholder or a director of the
Corporation or a resident of the State of Delaware.

                  6.2. 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 interest of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

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

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

                  6.5. Compensation. The compensation, if any, of officers and
agents shall be fixed from time to time by the board of directors; provided,
however, that the board of directors may delegate the power to determine the
compensation of any officer and agent (other than the officer to whom such power
is delegated) to the Chairman of the Board or the President.

                  6.6. Chairman of the Board. The Chairman of the Board, if
elected by the board of directors, shall have such powers and duties as may be
prescribed by the board of directors. Such officer shall preside at all meetings
of the stockholders and of the board of directors. Such officer may sign all
certificates for shares of stock of the Corporation.

                                       10
<PAGE>   15


                  6.7. President. The President shall be the chief executive
officer of the Corporation and, subject to the board of directors, he shall have
general executive charge, management, and control of the properties and
operations of the Corporation in the ordinary course of its business, with all
such powers with respect to such properties and operations as may be reasonably
incident to such responsibilities. If the board of directors has not elected a
Chairman of the Board or in the absence or inability to act of the Chairman of
the Board, the President shall exercise all of the powers and discharge all of
the duties of the Chairman of the Board. As between the Corporation and third
parties, any action taken by the President in the performance of the duties of
the Chairman of the Board shall be conclusive evidence that there is no Chairman
of the Board or that the Chairman of the Board is absent or unable to act.

                  6.8. Chief Operating Officer. The Chief Operating Officer(s)
shall have the day to day responsibility for the business operations of the
Corporation, reporting to the President and subject to the control of the board
of directors.

                  6.9. Vice Presidents. Each Vice President shall have such
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President, and (in order of their seniority as
determined by the board of directors or, in the absence of such determination,
as determined by the length of time they have held the office of Vice President)
shall exercise the powers of the President during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a Vice President in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at the
time such action was taken.

                  6.10. Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in the
name and to the credit of the Corporation in such depository or depositories as
may be designated by the board of directors, and shall perform such other duties
as may be prescribed by the board of directors, the Chairman of the Board, or
the President.

                  6.11. Assistant Treasurers. Each Assistant Treasurer shall
have such powers and duties as may be assigned to him by the board of directors,
the Chairman of the Board, or the President. The Assistant Treasurers (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Treasurer) shall exercise the powers of the
Treasurer during that officer's absence or inability to act.

                  6.12. Secretary. Except as otherwise provided in these bylaws,
the Secretary shall keep the minutes of all meetings of the board of directors
and of the stockholders in books provided for that purpose, and he shall attend
to the giving and service of all notices. He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the board of 

                                       11
<PAGE>   16


directors may direct, all of which shall at all reasonable times be open to
inspection by any director upon application at the office of the Corporation
during business hours. He shall in general perform all duties incident to the
office of the Secretary, subject to the control of the board of directors, the
Chairman of the Board, and the President.

                  6.13. Assistant Secretaries. Each Assistant Secretary shall
have such powers and duties as may be assigned to him by the board of directors,
the Chairman of the Board, or the President. The Assistant Secretaries (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Secretary) shall exercise the powers of the
Secretary during that officer's absence or inability to act.

                                   ARTICLE 7.
                          CERTIFICATES AND SHAREHOLDERS

                  7.1. Certificates for Shares. Certificates for shares of stock
of the Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or registrar
who has signed, or whose facsimile signature has been placed upon, a certificate
has ceased to be such officer, transfer agent, or registrar before such
certificate is issued, such certificate 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. The certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued and shall exhibit the
holder's name and the number of shares.

                  7.2. Replacement of Lost or Destroyed Certificates. The board
of directors may direct a new certificate or certificates to be issued in place
of a certificate or certificates theretofore issued by the Corporation and
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate or certificates representing shares
to be lost or destroyed. 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 or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

                  7.3. Transfer of Shares. Shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority to transfer, the


                                       12
<PAGE>   17



Corporation or its transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction upon
its books.

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

                  7.5. Regulations. The board of directors shall have the power
and authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

                  7.6. Legends. The board of directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities
laws or other applicable law.

                                   ARTICLE 8.
                            MISCELLANEOUS PROVISIONS

                  8.1. Dividends. Subject to provisions of law and the
certificate of incorporation of the Corporation, dividends may be declared by
the board of directors at any regular or special meeting and may be paid in
cash, in property, or in shares of stock of the Corporation. Such declaration
and payment shall be at the discretion of the board of directors.

                  8.2. Reserves. There may be created by the board of directors
out of funds of the Corporation legally available therefor such reserve or
reserves as the directors from time to time, in their discretion, consider
proper to provide for contingencies, to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other purpose as the board
of directors shall consider beneficial to the Corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it was
created.

                  8.3. Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

                  8.4. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the board of directors; provided, that if such fiscal year is not fixed
by the board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall be the calendar year.

                  8.5. Seal. The seal of the Corporation shall be such as from
time to time may be approved by the board of directors.


                                       13
<PAGE>   18


                  8.6. Resignations. Any director, committee member, or officer
may resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

                  8.7. Securities of Other Corporations. The Chairman of the
Board, the President, or any Vice President of the Corporation shall have the
power and authority to transfer, endorse for transfer, vote, consent, or take
any other action with respect to any securities of another issuer which may be
held or owned by the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.

                  8.8. Telephone Meetings. Stockholders (acting for themselves
or through a proxy), members of the board of directors, and members of a
committee of the board of directors may participate in and hold a meeting of
such stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

                  8.9. Action Without a Meeting. (a) Unless otherwise provided
in the certificate of incorporation of the Corporation, any action required by
the Delaware General Corporation Law to be taken at any annual or special
meeting of the stockholders, or any action which may be taken at any annual or
special meeting of the stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders (acting for themselves
or through a proxy) of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which the holders of all shares entitled to vote thereon were present and
voted and shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent of stockholders
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days of the earliest dated consent delivered in the
manner required by this Section 8.9(a) to the Corporation, written consents
signed by a sufficient number of holders to take action are delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office, principal place
of business, or such officer or agent shall be by hand or by certified or
registered mail, return receipt requested.

                           (b)      Unless otherwise restricted by the 
certificate of incorporation of the Corporation or by these bylaws, any action
required or permitted to be taken at a meeting of 


                                       14
<PAGE>   19


the board of directors, or of any committee of the board of directors, may be
taken without a meeting if a consent or consents in writing, setting forth the
action so taken, shall be signed by all the directors or all the committee
members, as the case may be, entitled to vote with respect to the subject matter
thereof, and such consent shall have the same force and effect as a vote of such
directors or committee members, as the case may be, and may be stated as such in
any certificate or document filed with the Secretary of State of the State of
Delaware or in any certificate delivered to any person. Such consent or consents
shall be filed with the minutes of proceedings of the board or committee, as the
case may be.

                  8.10. Invalid Provisions. If any part of these bylaws shall be
held invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

                  8.11. Mortgages, etc. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

                  8.12. Headings. The headings used in these bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.

                  8.13. References. Whenever herein the singular number is used,
the same shall include the plural where appropriate, and words of any gender
should include each other gender where appropriate.

                  8.14. Amendments. These bylaws may be altered, amended, or
repealed or new bylaws may be adopted by the stockholders or by the board of
directors at any regular meeting of the stockholders or the board of directors
or at any special meeting of the stockholders or the board of directors if
notice of such alteration, amendment, repeal, or adoption of new bylaws be
contained in the notice of such special meeting.


                                       15
<PAGE>   20



                            CERTIFICATE OF SECRETARY

                  I, the undersigned, do hereby certify:

                           (1)  that I am the duly elected and Acting Secretary 
of Chancellor Media Corporation, a Delaware corporation; and

                           (2)  that the foregoing Bylaws, comprising eighteen 
pages, constitute the Bylaws of said corporation as approved by the Board of 
Directors of said corporation on July 30, 1997.

                  IN WITNESS WHEREOF, I have hereunto subscribed my name this
5th day of September, 1997.

                                               /s/ Matthew E. Devine
                                               --------------------------------
                                               Matthew E. Devine, Secretary


                                       16