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                                                                     EXHIBIT 3.1















                         AMENDED AND RESTATED BYLAWS OF
                                  GATEWAY, INC.

                     a Delaware corporation (the "Company")
















                                                      Approved:  January 1, 2000
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                                TABLE OF CONTENTS



1.     Offices...........................................................   4

2.     Stockholders Meetings.............................................   4
       2.1.    Annual Meetings...........................................   4
       2.2.    Special Meetings..........................................   4
       2.3.    Notice....................................................   4
       2.4.    Quorum....................................................   4
       2.5.    Voting of Shares..........................................   5
               2.5.1.  Voting Lists......................................   5
               2.5.2.  Votes Per Share...................................   5
               2.5.3.  Proxies...........................................   5
               2.5.4.  Plurality.........................................   5
               2.5.5.  Consents in Lieu of Meeting.......................   5
       2.6.    Advance Notice of Stockholder Nominees....................   5
       2.7.    Advance Notice of Stockholder Business....................   6
       2.8.    Procedures for Action by Written Consent..................   7
               2.8.1.  Request for Record Date...........................   7
               2.8.2.  Form of Consent...................................   8
               2.8.3.  Delivery of Consent...............................   8
       2.9.    Adjournment of Meetings...................................   9
       2.10.   Conduct of Meetings.......................................  10
       2.11.   Postponement and Cancellation of Stockholder Meeting......  10

3.     Directors.........................................................  11
       3.1.    General Powers............................................  11
       3.2.    Number....................................................  11
       3.3.    Election..................................................  11
       3.4.    Vacancies.................................................  11
       3.5.    Removal...................................................  11
       3.6.    Compensation..............................................  11

4.     Meetings of the Board.............................................  12
       4.1.    Annual Meeting............................................  12
       4.2.    Regular Meetings..........................................  12
       4.3.    Special Meetings..........................................  12
       4.4.    Quorum, Plurality.........................................  12
       4.5.    Consent in Lieu of Meeting................................  12

5.     Board Committees..................................................  12
       5.1.    Establishment.............................................  12
       5.2.    Available Powers..........................................  12
       5.3.    Unavailable Powers........................................  12

                                      -2-
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                         TABLE OF CONTENTS (CONTINUED)



6.     Officers..........................................................  13
       6.1.    Elected Officers..........................................  13
               6.1.1.  Chairman of the Board.............................  13
               6.1.2.  President.........................................  13
               6.1.3.  Vice Chairman.....................................  13
               6.1.4.  Executive Vice Presidents.........................  14
               6.1.5.  Vice Presidents...................................  14
               6.1.6.  Corporate Secretary...............................  14
               6.1.7.  Treasurer.........................................  14
       6.2.    Election..................................................  15
       6.3.    Appointed Officers........................................  15
               6.3.1.  Assistant Secretaries.............................  15
               6.3.2.  Assistant Treasurers..............................  15
       6.4.    Delegation................................................  15
       6.5.    Multiple, Stockholder and Director Officeholders..........  16
       6.6.    Salaries, Vacancies.......................................  16

7.     Share Certificates................................................  16
       7.1.    Entitlement to Certificates...............................  16
       7.2.    Multiple Classes of Stock.................................  16
       7.3.    Signatures................................................  16
       7.4.    Lost Certificates.........................................  16
       7.5.    Transfer of Stock.........................................  16
       7.6.    Record Date for Stockholders Meeting and Other Matters....  17
       7.7.    Registered Stockholders...................................  17

8.     Indemnification...................................................  17

9.     Miscellaneous.....................................................  18
       9.1.    Place of Meetings.........................................  18
       9.2.    Means of Giving Notice....................................  18
       9.3.    Waiver of Notice..........................................  18
       9.4.    Attendance Via Communications Equipment...................  18
       9.5.    Dividends.................................................  18
       9.6.    Reserves..................................................  19
       9.7.    Reports to Stockholders...................................  19
       9.8.    Checks....................................................  19
       9.9.    Fiscal Year...............................................  19
       9.10.   Seal......................................................  19
       9.11.   Amendments................................................  19

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                            BYLAWS OF GATEWAY, INC.

     1. Offices. The Company may, in addition to its registered office in the
        -------
State of Delaware, have such other offices and places of business, both within
and outside the State of Delaware, as the Board of Directors of the Company (the
"Board") may determine or as the business and affairs of the Company may
require.

     2. Stockholders Meetings.
        ---------------------

        2.1. Annual Meetings. Annual meetings of stockholders will be held at
             ---------------
such dates, times and locations as the Board or the chief executive officer may
determine. At such meetings the stockholders will elect by a plurality vote of
their shares the directors of the Company then. eligible for election and
transact such other business as may properly be brought before the meeting.

        2.2. Special Meetings. Special meetings of stockholders may be called at
             ----------------
any time by the Board or the chief executive officer. A special meeting shall be
called by the chief executive officer upon the written request of one or more
stockholders of record entitled to cast not more than fifty percent (50%) of the
votes at the meeting who comply with the requirements of this Section 2.2. A
written request by stockholders to hold a special meeting shall be signed, dated
and delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chief executive officer, and shall set forth the
information required by Section 2.6 or 2.7 of these Bylaws, as applicable. The
Board shall have the sole power to determine the date, time and place of any
special meeting of stockholders. If a special meeting has been validly requested
by stockholders, the Board shall set the date of the special meeting not less
than sixty (60) days nor more then seventy-five (75) days after the date the
stockholders' request is delivered to the Company. The notice of any special
meeting shall be given promptly by the chief executive officer, in accordance
with Sections 2.3 and 9.2 of these Bylaws, to the stockholders entitled to vote
at the special meeting. If the notice is not given within twenty (20) days after
the date of the receipt of the request, the person or persons requesting the
meeting may give the notice and set the date, time and place of the meeting, so
long as the date of the meeting is not less than sixty (60) days nor more than
seventy-five (75) days after the date the stockholders' request is delivered to
the Company. Nothing contained in this Section 2.2 shall be construed as
limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board or the chief executive officer may be held.

        2.3. Notice. Written notice of each stockholders meeting stating the
             ------
place, date and time of the meeting, and stating the purpose(s) of any special
meeting, will be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the meeting date.

        2.4. Quorum. Stockholders holding a majority of the shares entitled to
             ------
vote at a stockholders meeting will make a quorum for the transaction of any
business at such meeting.

                                      -4-
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        2.5. Voting of Shares.
             ----------------

             2.5.1. Voting Lists. The corporate secretary will prepare a list of
                    ------------
the stockholders entitled to vote at each stockholders meeting, alphabetically
arranged by stockholder name and showing the address and number of shares held
by each stockholder according to the stock ledger. Any stockholder may examine
such list for any purpose germane to such meeting during ordinary business hours
for a period of at least ten (10) days prior to such meeting, at such place or
places as determined by the Board or the chief executive officer. This list will
be kept available for inspection by stockholders at the place and for the
duration of such meeting.

             2.5.2. Votes Per Share. Unless otherwise provided in the
                    ---------------
certificate of incorporation, each stockholder will be entitled to one vote in
person or by proxy at every stockholders meeting for each share of capital stock
held by such stockholder.

             2.5.3. Proxies. No proxy will be voted or acted upon after three
                    -------
(3) years from its date, unless the proxy provides for a longer period.

             2.5.4. Plurality. When there is a quorum at any stockholders
                    ---------
meeting, the vote of stockholders holding a majority of the shares entitled to
vote at such meeting, present in person or represented by proxy, will decide any
question brought before such meeting, unless otherwise expressly provided by the
certificate of incorporation or law.

             2.5.5. Consents in Lieu of Meeting. Any action or vote which can be
                    ---------------------------
taken at any stockholders meeting may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, describing the action so
taken, is signed by (1) stockholders holding all of the shares entitled to so
act or vote; or (2) stockholders holding a majority of the shares entitled to so
act or vote if all originals of such consent are received within a sixty- (60-)
day period.

        2.6. Advance Notice of Stockholder Nominees. Nominations of persons for
             --------------------------------------
election to the Board may be made at a meeting of stockholders by or at the
direction of the Board or by any stockholder of the Company entitled to vote in
the election of directors at the meeting who complies with the notice procedures
set forth in this Section 2.6. Such nominations, other than those made by or at
the direction of the Board, shall be made pursuant to timely notice in writing
to the Secretary of the Company. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Company not less than twenty (20) days nor more than sixty (60) days prior to
the meeting; provided, however, that in the event less than thirty (30) days
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such stockholder's notice shall set forth (a) as to each person, if any,
whom the stockholder proposes to

                                      -5-
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nominate for election or re-election as a director: (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the Company
which are beneficially owned by such person, and (iv) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (b) as to the stockholder giving the notice: (i) the
name and address, as they appear on the Company's books, of such stockholder and
(ii) the class and number of shares of the Company which are beneficially owned
by such stockholder. At the request of the Board any person nominated by the
Board for election as a director shall furnish to the Secretary of the Company
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the Company unless nominated by the Board or otherwise
nominated in accordance with the procedures set forth in this Section 2.6. The
chairman of the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting and the defective nomination shall be disregarded.

        2.7 Advance Notice of Stockholder Business. At an annual meeting of the
            --------------------------------------
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be: (a) as specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the meeting by or at the direction of the Board or (c) otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Company. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than fifty (50) days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) 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, (ii) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (iii) the class and
number of shares of the Company which are beneficially owned by the stockholder,
(iv) any material interest of the stockholder in such business, and (v) any
other information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Exchange Act in his capacity as a proponent of a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to

                                      -6-
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a stockholder proposal in the proxy statement and form of proxy for a
stockholders' meeting, stockholders must provide notice as required by the
regulations under the Exchange Act. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.7. The chairman of
the annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.7, and, if he should so
determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.

        2.8 Procedures for Action by Written Consent
            ----------------------------------------

            2.8.1 Request for Record Date.
                  -----------------------

            (a) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board or as otherwise established under this Section 2.8.1. Any person
seeking to have the stockholders authorize or take corporate action by written
consent without a meeting shall, by written notice addressed to the Secretary
and delivered to the Company and signed by a stockholder of record, request that
a record date be fixed for such purpose. The written notice shall contain at a
minimum the information set forth in Section 2.8.1(b) below. The Board shall
have ten (10) days following the date of receipt of the notice to determine the
validity of the request. Following the determination of the validity of the
request, and (subject to Section 2.8.1(b)), no later than ten (10) days after
the date on which such request is received by the Company, the Board may fix a
record date for such purpose which shall be no more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the Board
and shall not precede the date such resolution is adopted. If the Board fails
within ten (10) days after the date the Company receives such notice to fix a
record date for such purpose, the record date shall be the day on which the
first written consent is delivered to the Company in the manner described in
Section 2.8.3 below unless prior action by the Board is required under the
General Corporation Law of Delaware, in which event the record date shall be at
the close of business on the day on which the Board adopts the resolution taking
such prior action.

            (b) Any stockholder's notice required by this Section 2.8.1 shall
describe each action that the stockholder proposes to take by consent. For each
such proposal, the notice shall set forth (i) the text of the proposal
(including the text of any resolutions to be adopted by consent and the language
of any proposed amendment to the bylaws of the Company), (ii) the reasons for
soliciting consents for the proposal, (iii) any material interest in the
proposal held by the stockholder and the beneficial owner, if any, on whose
behalf the action is to be taken, and (iv) any other information relating to the
stockholder, the beneficial owner or the proposal that would be required to be
disclosed in filings in connection with the solicitation of proxies or consents
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.

                                      -7-
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To the extent the proposed action by consent involves the election of directors,
the notice shall set forth as to each person whom the stockholder proposes to
elect as a director (i) the name, age, business address, residence address and
nationality of the person, (ii) the principal occupation and employment of the
person, (iii) the class or series and number of shares of capital stock of the
Company which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in filings required to be made in connection with solicitations of proxies or
consents for the election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. In addition to the
foregoing, the notice shall set forth as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the notice is given (i) the
name and address of such stockholder as they appear on the Company's books, and
the name and address of such beneficial owner, (ii) the class and number of
shares of capital stock of the Company which are owned beneficially and of
record by such stockholder and such beneficial owner, (iii) a description of all
arrangements or understandings between such stockholder and any other person or
persons relating to the proposed action by consent, (iv) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (1) deliver a proxy statement and/or consent solicitation
statement to holders of at least the percentage of the Company's outstanding
capital stock required to effect the action by consent either to solicit
consents or to solicit proxies to execute consents, and/or (2) otherwise solicit
proxies or consents from stockholders in support of the action to be taken by
consent, and (v) any other information relating to such stockholder and
beneficial owner that would be required to be disclosed in filings required to
be made in connection with solicitation of proxies or consents relating to the
proposed action by consent pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. During the ten (10) day period
following the date of the receipt of the notice required under Section 2.8.1(a),
the Company may require the stockholder of record and/or beneficial owner
requesting a record date for proposed stockholder action by consent to furnish
such other information as it may reasonably require to determine the validity of
the request for a record date.

            2.8.2 Form of Consent. Every written consent purporting to take or
                  ---------------
authorize the taking of corporate action and/or related revocations (each such
written consent and related revocation is referred to in this Section 2.8 as a
"Consent") shall bear the date or signature of each stockholder who signs the
Consent, and no Consent shall be effective to take the corporate action referred
to therein unless, within 60 days of the earliest dated Consent delivered in the
manner required by this Section 2.8, Consents signed by a sufficient number of
stockholders to take such action are so delivered to the Company.

            2.8.3 Delivery of Consent. A Consent shall be delivered to the
                  -------------------
Company by delivery to its registered office in the State of Delaware or to the
Secretary of the Company at the Company's principal place of business. Delivery
to the

                                      -8-
<PAGE>

Company's registered office shall be made by hand or by certified or registered
mail, return receipt requested.

             In the event of the delivery to the Company of a Consent, the
Secretary of the Company shall provide for the safe-keeping of such Consent and
shall promptly conduct such ministerial review of the sufficiency of the
Consents and of the validity of the action to be taken by stockholder consent as
the Secretary deems necessary or appropriate, including, without limitation,
whether the holders of a number of shares having the requisite voting power to
authorize or take the action specified in the Consent have given consent;
PROVIDED, HOWEVER, that if the corporate action to which the Consent relates is
the removal or replacement of one or more members of the Board of Directors
(subject to the limitations in the certificate of incorporation), the Secretary
of the Company shall promptly designate two persons who shall not be members of
the Board of Directors, to serve as Inspectors with respect to such Consent and
such Inspectors shall discharge the functions of the Secretary of the
Corporation under this Section 2.8.3. If after such investigation the Secretary
or the Inspectors (as the case may be) shall determine that the Consent is valid
and that the action therein specified has been validly authorized, that fact
shall forthwith be certified on the records of the Company kept for the purpose
of recording the proceedings of meetings of stockholders, and the Consent shall
be filed in such records, at which time the Consent shall become effective as
stockholder action (subject to the limitations in the certificate of
incorporation). In conducting the investigation required by this Section 2.8.3,
the Secretary or the Inspectors (as the case may be) may, at the expense of the
Company, retain special legal counsel and any other necessary or appropriate
professional advisors, and such other personnel as they may deem necessary or
appropriate to assist them, and shall be fully protected in relying in good
faith upon the opinion of such counsel or advisors.

             No action by written consent without a meeting shall be effective
until such date as the Secretary or the Inspectors (as the case may be) certify
to the Company that the Consents delivered to the Company in accordance with
Section 2.8.3 represent at least the minimum number of votes that would be
necessary to take the action.

             Nothing contained in this Section 2.8 shall in any way be construed
to suggest or imply that the Board of Directors or any stockholder shell not be
entitled to contest the validity of any Consent or revocation thereof, whether
before or after such certification by the Secretary or the Inspectors, or to
take any other action (including, without limitation, the commencement,
prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

         2.9 Adjournment of Meetings. Any meeting of stockholders, annual or
             -----------------------
special, may be adjourned solely by the chair of the meeting from time to time
to reconvene at the same or some other time, date and place. The stockholders
present at a meeting shall not have authority to adjourn the meeting. Notice
need not be given of

                                      -9-
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any such adjourned meeting if the time, date and place thereof are announced at
the meeting at which the adjournment is taken. If the time, date and place of
the adjourned meeting are not announced at the meeting at which the adjournment
is taken, then the Secretary of the Company shall give written notice of the
time, date and place of the adjourned meeting not less than ten (10) days prior
to the date of the adjourned meeting.

         At an adjourned meeting at which a quorum is present, the stockholders
may transact any business which might have been transacted at the original
meeting. Once a share is represented for any purpose at a meeting, it shall be
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the meeting is adjourned in
a single adjournment to a date more than 120 days after the original date fixed
for the meeting. If after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting consistent with
the new record date.

         2.10 Conduct of Meetings. Meetings of stockholders shall be presided
              -------------------
over by the chairman of the Board, the president or by another chair designated
by the Board. The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
determined by the chair of the meeting and announced at the meeting. The Board
may adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board, the chair
of any meeting of stockholders shall have the exclusive right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chair, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the chair of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Company, their duly authorized and
constituted proxies or such other persons as the chair of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent determined by the Board or
the chair of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.

         2.11 Postponement and Cancellation of Stockholder Meeting. Any
              ----------------------------------------------------
previously scheduled annual or special meeting of the stockholders may be
postponed, and any previously scheduled annual or special meeting of the
stockholders called by the Board may be canceled, by resolution of the Board
upon public notice given prior to the time previously scheduled for such meeting
of stockholders.

                                      -10-
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      3. Directors.
         ---------

         3.1. General Powers. The business of the Company will be managed by or
              --------------
under the direction of the Board, which may exercise all such power of the
Company and do all such lawful acts and things as are not by these bylaws, the
certificate of incorporation or law directed or required to be exercised or done
by the stockholders. Directors need not be stockholders or residents of the
State of Delaware.

         3.2. Number. The number of directors constituting the Board will never
              ------
be less than one and will be determined by resolution of the Board.
Notwithstanding anything to the contrary in these Bylaws, any action or vote of
stockholders to increase the number of directors constituting the Board in
excess of the maximum number of directors then in effect, whether by amendment
to, alteration or repeal of these Bylaws or otherwise, and whether such action
or vote be taken at an annual or special meeting of stockholders or by means of
stockholder consents or otherwise, shall require the supermajority vote of not
less than 80% of the shares entitled to vote at any such meeting or the
supermajority consent of not less than 80% of the shares entitled to so act or
vote, respectively. In addition, notwithstanding anything to the contrary in
these Bylaws, as the same may hereafter be amended at any time and from time to
time, any action or vote of stockholders to amend these Bylaws that would have
the effect, singly or cumulatively, directly or indirectly, of amending,
altering, limiting, abrogating or repealing the provisions of the immediately
preceding sentence, in whole or in part, shall require the same supermajority
vote or consent.

         3.3. Election. Directors will be eligible by class for election at
              --------
annual stockholders meetings, as provided in the certificate of incorporation.
Once elected, each director will serve until a successor is duly elected and
qualified or until his or her earlier death, disqualification, retirement,
resignation or removal from office.

         3.4. Vacancies. Vacancies and newly-created directorships on the Board
              ---------
may be filled by a majority vote of the remaining directors, though less than a
quorum.

         3.5. Removal. Any director or the entire Board may be removed by
              -------
stockholders holding a majority of the shares entitled to elect such director or
the Board, as the case may be. Such removal can only be for cause, unless
otherwise expressly provided by the certificate of incorporation.

         3.6. Compensation. Unless otherwise restricted by these bylaws or the
              ------------
certificate of incorporation, the Board will have the authority to fix the
compensation of directors. The directors may be reimbursed their expenses, if
any, of attendance at each meeting of the Board and may be paid either a fixed
sum for attendance at each meeting or a stated salary as director. No such
payment will preclude any director from serving the Company in any other
capacity and receiving compensation therefor. Members of committees of the Board
may be allowed like compensation for attending committee meetings.

                                      -11-
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      4. Meetings of the Board.
         ---------------------

         4.1. Annual Meeting. The Board will meet as soon as practicable after
              --------------
the adjournment of each annual stockholders meeting. No notice to the directors
will be necessary to legally convene this meeting, provided there is a quorum.

         4.2. Regular Meetings. Regularly-scheduled, periodic meetings of the
              ----------------
Board may be held without notice at such times as may be determined by
resolution of the Board.

         4.3. Special Meetings. Special meetings of the Board may be called by
              ----------------
the chief executive officer on one day's notice to each director. The chief
executive officer or the corporate secretary will call a special meeting of the
Board on the written request of two (2) directors or the sole director, as the
case may be.

         4.4. Quorum. Plurality. A majority of the directors will make a quorum
              ------
for the transaction of business at any Board meeting. The vote of a majority of
the directors present at any Board meeting with a quorum will be the act of the
Board, except as may be otherwise expressly provided by the certificate of
incorporation or law. If there is no quorum at any Board meeting, the directors
present will have power to adjourn and reconvene the meeting, as many times as
desired, without notice other than announcement at the meeting, until a there is
a quorum.

         4.5. Consent in Lieu of Meeting. Any action or vote which can be taken
              --------------------------
at any Board or committee meeting may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, describing the action so
taken, is signed by all the directors entitled to so act or vote and the consent
is filed with the minutes of proceedings of the Board or committee.

      5. Board Committees.
         ----------------

         5.1. Establishment. The Board may by resolution establish, name or
              -------------
dissolve one or more committees, each committee to consist of one or more of the
directors. Each committee will keep minutes of its meetings and report the same
to the Board when required.

         5.2. Available Powers. Any Board committee, to the extent provided in
              ----------------
the resolution of the Board establishing such committee and as limited by these
bylaws, the certificate of incorporation and law, will have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Company, and may authorize the seal of the Company to be affixed
to all papers which may require it.

         5.3. Unavailable Powers. No Board committee will have the power or
              ------------------
authority to amend the certificate of incorporation; adopt a plan of merger or

                                      -12-
<PAGE>

consolidation; recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Company's property and assets other than in the
ordinary course of business; cause the dissolution of the Company or a
revocation of such a dissolution; amend the bylaws of the Company; fill a
vacancy in the Board or any committee thereof; fix the compensation of any
member of such committee; amend or repeal any resolution of the Board which
provides that it will not be so amendable or repealable; or, unless the
resolution establishing such committee, these bylaws or the certificate of
incorporation expressly so provide, declare a dividend or authorize the issuance
of stock.

    6. Officers.
       --------

         6.1. Elected Officers. The Board will elect a chairman of the Board and
              ----------------
a corporate secretary (collectively, the "Officers") having the respective
duties enumerated below and may elect such other officers having the titles and
duties set forth below which are not reserved for the Required Officers or such
other titles and duties as the Board may by resolution establish:

             6.1.1. Chairman of the Board. The chairman of the Board will
                    ---------------------
preside at all meetings of the stockholders and the Board of Directors. The
chairman of the Board shall consult with the president and chief executive
officer with respect to long-term strategy of the Company. The chairman of the
Board shall be responsible for Board governance matters and shall perform such
other duties as may be assigned by the Board. The compensation of the chairman
shall be set by the Board.

             6.1.2 President and Chief Executive Officer. The president will be
                   -------------------------------------
the chief executive officer of the Company. Subject to the supervision of the
Board of Directors, the president and chief executive officer shall be
responsible for the strategic direction, general management and control of the
business and the officers and employees of the Company and will see that all
orders and resolutions of the Board are carried into effect. In the absence of
the chairman of the Board or in his inability or refusal to act, the president
and chief executive officer will preside at all meetings of the stockholders and
the Board. The president and chief executive officer will execute stock
certificates, bonds, deeds of trust and other contracts of the Company, except
where required or permitted by law to be otherwise signed and executed, and
except where the signing and execution thereof will be expressly delegated by
the Board or the president and chief executive officer to some other officer,
employee or agent of the Company.

             6.1.3 Vice Chairman. The Board may elect one or more Vice Chairmen
                   -------------
with powers and authority designated by the Board or the chairman or the
president and chief executive officer. Notwithstanding anything to the contrary
in these Bylaws, in the absence or inability or refusal to act of the president
and chief executive officer, then (in order of precedence) the Board, the
chairman of the Board, or the president and chief executive officer may appoint
a member of the Board of Directors, or an executive or senior vice president to
act as the president and chief executive officer. If no such appointment is
made, then the vice chairman in order of election will perform

                                      -13-
<PAGE>

the duties of the president and so acting will have all the powers of and be
subject to all restrictions upon the president and chief executive officer.

             6.1.4. Executive Vice Presidents. The Board may elect one or more
                    -------------------------
executive vice presidents of the Company with powers and authority designated by
the Board or the president and chief executive officer. In the absence or
inability or refusal to act of the president and chief executive officer, then
(in order of precedence) the Board, the chairman of the Board, or the president
and chief executive officer may appoint a member of the Board of Directors, or
an executive or senior vice president to act as the president and chief
executive officer. If no such appointment is made, then the executive or senior
vice president in order of election (with executive vice presidents having
precedence) will perform the duties of the president and when so acting will
have all the powers of and be subject to all restrictions upon the president and
chief executive officer.

             6.1.5 Vice Presidents. The Board may create other types, classes or
                   ---------------
grades of vice presidents with such relative authority, powers and duties as the
Board or the president and chief executive officer may designate.

             6.1.6. Corporate Secretary. The corporate secretary will attend all
                    -------------------
meetings of the stockholders, the Board and (as required) committees of the
Board and will record all the proceedings of such meetings in books to be kept
for that purpose. He will give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board and will perform such other
duties as may be prescribed by the Board, the chief executive officer or the
president. He will have custody of the corporate seal of the Company and he will
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature or by the signature of an assistant
secretary.

             6.1.7. Treasurer. The treasurer will have custody of the corporate
                    ---------
funds and securities, will keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and will deposit all moneys and
other valuable effects in the name and to the credit of the Company in such
depositaries as may be designated by the Board. He will disburse the funds of
the Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and will render to the president or to the Board, at its regular
meetings, or when the Board so requires, an account of all his transactions as
treasurer and of the financial condition of the Company. If required by the
Board, he will give the Company a bond which may be renewed with such frequency
and will be in such sum and with such surety or sureties as will be satisfactory
to the Board for the faithful performance of the duties of his office and for
the restoration to the Company in the case of his death, resignation, retirement
or removal from office of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging to the
Company.

                                      -14-
<PAGE>

        6.2. Election. All elected officers will be elected at each annual
             --------
meeting of the Board and will serve until their successors are duly elected and
qualified or until their earlier death, disqualification, retirement,
resignation or removal from office.

        6.3. Appointed Officers. The Board may appoint or delegate the power to
             ------------------
appoint such other officers, assistant officers and agents and may also remove
such officers, assistant officers and agents or delegate the power to do the
same, as it will deem necessary, and the titles and duties of such appointed
officers may be as described in Section 6.1 for elected officers; provided that
the Required Officers and any other officer, such as the chairman of the Board,
possessing authority over or responsibility for any functions of the Board will
be elected officers. Appointed offices may include, but are not restricted to,
the following:

             6.3.1. Assistant Secretaries. The assistant secretary, or if there
                    ---------------------
is more than one assistant secretary, the assistant secretaries in the order
determined by (in order of precedence) the Board, the chief executive officer or
the president (or if there is no such determination, then in the order of their
election or appointment), will, in the absence of the corporate secretary or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the corporate secretary and will perform such other duties and
have such other powers as the Board, the chief executive officer or the
president may prescribe.

             6.3.2. Assistant Treasurers. The assistant treasurer, or if there
                    --------------------
is more than one assistant treasurer, the assistant treasurers in the order
determined by (in order of precedence) the Board, the chief executive officer or
the president (or if there is no such determination, then in the order of their
election or appointment), will, 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 will perform such other duties and have such other powers
as the Board, the chief executive officer or the president may prescribe.

        6.4. Delegation. Each officer will have the power to delegate to other
             ----------
Company employees from time to time some or all of his powers, with such
conditions and limitations as such officer may determine, unless and to the
extent such delegation has been prohibited, restricted or reserved by and for
the Board or the officer(s) superior in rank to the delegating officer; and
provided that such delegations of authority cannot, singly, in the aggregate or
in any combination, exceed the powers otherwise given to the delegating officer.

        6.5. Multiple, Stockholder and Director Officeholders. Any number of
             ------------------------------------------------
offices may be held by the same person, unless these bylaws or the certificate
of incorporation otherwise provide. Officers need not be stockholders or
residents of the State of Delaware. Officers, such as the chairman of the Board,
routinely possessing authority over or responsibility for any functions of the
Board must be directors.

                                      -15-
<PAGE>

        6.6. Salaries, Vacancies. The salaries of elected officers will be set
             -------------------
by the Board. The Board will also fill any vacancy in an elected office. The
Board's powers under this Section 6.6 may be delegated by the Board to such
Board committees, such persons and to such extent as permitted under applicable
law.

    7. Share Certificates.
       ------------------

        7.1. Entitlement to Certificates. Every holder of the capital stock of
             ---------------------------
the Company, unless and to the extent the Board by resolution provides that any
or all classes or series of a class of stock will be uncertificated, will be
entitled to have a certificate, prepared in accordance with applicable law,
certifying the number of shares owned by him.

        7.2. Multiple Classes of Stock. If the Company is authorized to issue
             -------------------------
more than one class of capital stock or more than one series of any class, a
statement of the powers, 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 will, unless the Board will by resolution provide that such class or
series of stock will be uncertificated, be set forth in full on the face or back
of such certificate which the Company will issue to represent such class or
series of stock; provided that, to the extent allowed by law, in lieu of such
statement, the face or back of such certificate may state that (1) such a
statement is set forth in the certificate of incorporation as filed with the
Secretary of State of the State of Delaware; and (2) the Company will furnish a
copy of such statement without charge to each stockholder upon request therefor.

        7.3. Signatures. Each certificate representing capital stock of the
             ----------
Company will be signed, either originally or by facsimile, by (1) the chairman
of the Board; and (2) the corporate secretary. If the signature of any officer,
original or facsimile, is properly placed on a certificate or certificates, and,
subsequently, the bylaws of the Company are amended or such officer ceases to
hold such office, the certificate or certificates may nonetheless be issued by
the Company, with the same effect as if the bylaws had not been so amended or
such officer so held office on the date of issue, as the case may be.

        7.4. Lost Certificates. The Company may issue a replacement stock
             -----------------
certificate to a stockholder who provides the Company an affidavit stating that
the original certificate was lost, stolen or destroyed. The corporate secretary
may as a condition precedent to issuing a replacement certificate require the
stockholder to advertise for the return of the original certificate or to give
the Company a bond for the original certificate. Any such advertisement or bond
will be in such form or amount, and with such advertisers or sur6ties, as the
case may be, as are acceptable to the corporate secretary.

        7.5. Transfer of Stock. Upon surrender to the Company of a stock
             -----------------
certificate which is duly endorsed or which is accompanied by proper evidence of

                                      -16-
<PAGE>

succession, assignation or authority to transfer the shares represented by such
certificate and by satisfactory evidence of the payment of any taxes on such
transfer, the Company will issue new certificates to the transferee(s), cancel
the old certificate and record the transaction in the stock ledger.

        7.6. Record Date for Stockholders Meeting and Other Matters. In order
             ------------------------------------------------------
that the Company may determine the 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 other than stockholder
action by written consent the Board 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, and which record date: (i) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting, and (ii) in the
case of any other lawful action other than stockholder action by written
consent, shall not be more than sixty days prior to such other action. If no
record date is fixed by the Board: (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, and (ii) the record date for
determining stockholders for any other purpose (other than stockholder action by
written consent) shall be at the close of business on the day on which the Board
adopts the resolution relating thereto. 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 may fix a
new record date for the adjourned meeting.

        7.7. Registered Stockholders. The Company will be entitled to recognize
             -----------------------
the exclusive right of a person registered on the stock ledger as the owner of
shares to receive dividends, vote and be held liable for calls and assessments
and will not be bound to recognize. any equitable or other claim to or interest
in such share or shares on the part of any person other than such registered
owner, whether or not it will have express or other notice thereof, except as
otherwise required by law.

     8. Indemnification. The Company will indemnify its directors, officers and
        ---------------
employees, and the directors, officers and employees of those corporations,
partnerships and other entities, including employee benefit plans, which the
Company directly or indirectly controls (collectively, "affiliates"), to the
fullest extent permitted under the General Corporation Law of the State of
Delaware and other applicable law. In addition, the Company will indemnify its
employees serving on the boards of directors of third parties not under the
control of the Company, if and to the extent such service has been deemed by the
Board to be in the best interests of the Company. This indemnification extends
to civil, criminal, administrative or investigative suits or proceedings,
including derivative actions, pending or threatened, brought against indemnified
persons by reason of such persons' service to the Company, to an affiliate

                                      -17-
<PAGE>

or to third parties, as described above, and includes judgments, costs
(including advancement of related expenses) and attorneys' fees. In no event
does indemnification under this Section 8 extend to matters, actions or inaction
outside the scope of a person's duties to the Company, to an affiliate or to a
third party, as described above, or to a person's gross negligence or willful
malfeasance. The actual extent of indemnification, including any related
conditions, shall in each case be determined by the Board in its sole
discretion.

     9. Miscellaneous.
        -------------

        9.1. Place of Meetings. All stockholders and directors meetings will be
             -----------------
held at such place or places, within or outside the State of Delaware, as will
be designated by the Board and stated in the notices thereof. If no location is
so designated, such meetings will be held at the principal executive offices of
the Company.

        9.2. Means of Giving Notice. Whenever, under these bylaws, the
             ----------------------
certificate of incorporation or law applicable to the Company, notice is
required to be given to any person, it will not be construed to mean personal
notice, but such notice may be given by (1) personal delivery; (2) deposit in
the United States mail with postage prepaid; (3) deposit with a recognized
courier company with fees prepaid; or (4) facsimile, cable, telex or telegram
transmission, in each case delivered, addressed or transmitted according to the
stock ledger or other Company records. Any such notice will be deemed to be
received (a) when delivered, if given according to clause (1) of the previous
sentence; (b) when deposited, if given according to clauses (2) or (3) of the
previous sentence; or (c) when transmitted, if given according to clause (4) of
the previous sentence and confirmation of transmission is received, and when
received if there is no transmission confirmation.

        9.3. Waiver of Notice. Whenever any notice is required to be given under
             ----------------
law, the certificate of incorporation or these bylaws, a written waiver of such
notice, signed before or after the date of such waiver by the person or persons
entitled to said notice, will be deemed equivalent to such required notice.
Attendance by a stockholder at a stockholders meeting or by a director at a
special directors meeting will be deemed a waiver of notice of such meeting,
unless the sole and express purpose of attendance is to object at the beginning
of the meeting to the transaction of any business as a result of the alleged,
unlawful calling or convention of such meeting.

        9.4. Attendance Via Communications Equipment. The Board, any Board
             ---------------------------------------
committee or the stockholders may hold a meeting by means of conference
telephone or other communications equipment which permits all persons
participating in the meeting to effectively communicate with each other, and
such participation in a meeting so held will constitute presence in person at
the meeting.

        9.5. Dividends. Dividends on the capital stock of the Company, paid in
             ---------
cash, property or shares of capital stock and except as may be limited by the
certificate of incorporation or law, may be declared by the Board at any meeting
thereof.

                                      -18-
<PAGE>

        9.6.  Reserves. Before payment of any dividend, there may be set aside
              --------
out of any funds of the Company available for dividends such sum or sums as the
Board, in its absolute discretion, determines proper as a reserve or reserves to
meet contingencies, for equalizing dividends, for repairing or maintaining any
property of the Company or for such other purposes as the Board will determine
to be in the best interest of the Company; and the Board may modify or abolish
any such reserve in the manner in which it was created.

        9.7.  Reports to Stockholders. The Board will present at each annual
              -----------------------
meeting of stockholders, and at any special meeting of stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Company.

        9.8.  Checks. All checks or demands for money and notes of the Company
              ------
will be signed by such officer or officers or such other persons as the Board
may designate.

        9.9.  Fiscal Year. The fiscal year of the Company will be fixed by
              -----------
resolution of the Board.

        9.10. Seal. The seal of the Company, if any, will be in such form as may
              ----
be adopted by the Board. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced. The Board may give
general authority to any officer to affix the seal of the Company and to attest
the affixing thereof by his signature.

        9.11. Amendments. These bylaws may be adopted, altered, amended,
              ----------
repealed or replaced by the Board and by the stockholders, unless and to the
extent the power of either is limited by the certificate of incorporation, at
any annual stockholders meeting or annual or regular meeting of the Board, or at
any special meeting of the stockholders or of the Board if notice of such
adoption, alteration, amendment, repeal or replacement is contained in the
notice of such special meeting.


                                       END

                                      -19-