<PAGE>   1
                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                   B Y L A W S

                                       OF

                           WEBEX COMMUNICATIONS, INC.

                            (A DELAWARE CORPORATION)



<PAGE>   2

                                TABLE OF CONTENTS

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ARTICLE 1 Offices............................................................................1

        1.1    Principal Office..............................................................1
        1.2    Additional Offices............................................................1

ARTICLE 2 Meeting of Stockholders............................................................1

        2.1    Place of Meeting..............................................................1
        2.2    Annual Meeting................................................................1
        2.3    Special Meetings..............................................................2
        2.4    Notice of Meetings............................................................2
        2.5    Business Matter of a Special Meeting..........................................3
        2.6    List of Stockholders..........................................................3
        2.7    Organization and Conduct of Business..........................................3
        2.8    Quorum and Adjournments.......................................................3
        2.9    Voting Rights.................................................................4
        2.10   Majority Vote.................................................................4
        2.11   Record Date for Stockholder Notice and Voting.................................4
        2.12   Proxies.......................................................................4
        2.13   Inspectors of Election........................................................4
        2.14   Action Without a Meeting......................................................5

ARTICLE 3 Directors..........................................................................5

        3.1    Number, Election, Tenure and Qualifications...................................5
        3.2    Vacancies.....................................................................6
        3.3    Resignation and Removal.......................................................6
        3.4    Powers........................................................................7
        3.5    Chairman of the Board.........................................................7
        3.6    Place of Meetings.............................................................7
        3.7    Annual Meetings...............................................................7
        3.8    Regular Meetings..............................................................7
        3.9    Special Meetings..............................................................7
        3.10   Quorum, Action at Meeting, Adjournments.......................................7
        3.11   Action Without Meeting........................................................8
        3.12   Telephone Meetings............................................................8
        3.13   Committees....................................................................8
        3.14   Fees and Compensation of Directors............................................8
        3.15   Rights of Inspection..........................................................9

ARTICLE 4 Officers...........................................................................9

        4.1    Officers Designated...........................................................9
        4.2    Election......................................................................9
        4.3    Tenure........................................................................9
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<PAGE>   3

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        4.4    Compensation..................................................................9
        4.5    The Chief Executive Officer...................................................9
        4.6    The President................................................................10
        4.7    The Vice President...........................................................10
        4.8    The Secretary................................................................10
        4.9    The Assistant Secretary......................................................10
        4.10   The Chief Financial Officer..................................................10
        4.11   Bond.........................................................................11
        4.12   Delegation of Authority......................................................11

ARTICLE 5 Notices...........................................................................11

        5.1    Deliver......................................................................11
        5.2    Waiver of Notice.............................................................11

ARTICLE 6 Indemnification...................................................................12

        6.1    Actions Other Than By or in the Right of the Corporation.....................12
        6.2    Actions By or in the Right of the Corporation................................12
        6.3    Success on the Merits........................................................12
        6.4    Specific Authorization.......................................................13
        6.5    Advance Payment..............................................................13
        6.6    Non-Exclusivity..............................................................13
        6.7    Insurance....................................................................13
        6.8    Severability.................................................................13
        6.9    Intent of Article............................................................13

ARTICLE 7 Capital Stock.....................................................................14

        7.1    Certificates for Shares......................................................14
        7.2    Signatures on Certificates...................................................14
        7.3    Transfer of Stock............................................................14
        7.4    Registered Stockholders......................................................14
        7.5    Lost, Stolen or Destroyed Certificates.......................................15

ARTICLE 8 Certain Transactions..............................................................15

        8.1    Transactions with Interested Parties.........................................15
        8.2    Quorum.......................................................................15

ARTICLE 9 General Provisions................................................................15

        9.1    Dividends....................................................................15
        9.2    Dividend Reserve.............................................................16
        9.3    Checks.......................................................................16
        9.4    Corporate Seal...............................................................16
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<PAGE>   4

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        9.5    Fiscal Year..................................................................16
        9.6    Execution of Corporate Contracts and Instruments.............................16
        9.7    Representation of Shares of Other Corporations...............................16

ARTICLE 10 Amendments.......................................................................16
</TABLE>




                                     -iii-
<PAGE>   5

                              AMENDED AND RESTATED

                                   B Y L A W S

                                       OF

                           WEBEX COMMUNICATIONS, INC.

                            (A DELAWARE CORPORATION)


                                    ARTICLE 1

                                     Offices

        1.1 Principal Office. The registered office of the corporation shall be
30 Old Rudnick Lane, Dover, Delaware, and the name of the registered agent in
charge thereof is CorpAmerica, Inc.

        1.2 Additional Offices. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors (the "Board") may from time to time designate or the business of the
corporation may require.


                                    ARTICLE 2

                             Meeting of Stockholders

        2.1 Place of Meeting. Meetings of stockholders may be held at such
place, either within or without of the State of Delaware, as may be designated
by or in the manner provided in these Bylaws, or, if not so designated, at the
registered office of the corporation or the principal executive offices of the
corporation.

        2.2 Annual Meeting. Annual meetings of stockholders shall be held each
year at such date and time as shall be designated from time to time by the Board
or the Chief Executive Officer and stated in the notice of the meeting. At such
annual meeting, the stockholders shall elect by a plurality vote the number of
directors equal to the number of directors of the class whose term expires at
such meetings (or, if fewer, the number of directors properly nominated and
qualified for election) to hold office until the third succeeding annual meeting
of stockholders after their election. The stockholders shall also transact such
other business as may properly be brought before the meetings.

        To be properly brought before the annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors or the Chief Executive Officer, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or the Chief Executive Officer, or (c) otherwise properly
brought before the meeting by a stockholder of record. In addition to any other
applicable requirements, for business to be properly brought before the annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of


                                      -1-
<PAGE>   6

the corporation. To be timely, a stockholder's notice must be delivered
personally or deposited in the United States mail, or delivered to a common
carrier for transmission to the recipient or actually transmitted by the person
giving the notice by electronic means to the recipient or sent by other means of
written communication, postage or delivery charges prepaid in all such cases,
and received at the principal executive offices of the corporation, addressed to
the attention of the Secretary of the corporation, not less than fifty (50) days
nor more than seventy-five (75) days prior to the scheduled date of the meeting
(regardless of any postponements, deferrals or adjournments of that meeting to a
later date); provided, however, that in the event that less than sixty-five (65)
days' notice or prior public disclosure of the date of the scheduled meeting is
given or made to stockholders, notice by the stockholder to be timely must be so
received not later than the earlier of (a) the close of business on the 15th day
following the day on which such notice of the date of the scheduled annual
meeting was mailed or such public disclosure was made, whichever first occurs,
and (b) two (2) days prior to the date of the scheduled meeting. 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 record address
of the stockholder proposing such business, (iii) the class, series and number
of shares of the corporation that are owned beneficially by the stockholder, and
(iv) any material interest of the stockholder in such business.

        Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section; provided, however, that nothing in this
Section shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting.

        The Chairman of the Board of the corporation (or such other person
presiding at the meeting in accordance with these Bylaws) shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

        2.3 Special Meetings. Special meetings of the stockholders may be called
for any purpose or purposes, unless otherwise prescribed by statute or by the
Restated Certificate of Incorporation, by the Chief Executive Officer or
Secretary only at the request of the Chairman of the Board of Directors, the
Chief Executive Officer or President of the corporation or by a resolution duly
adopted by the affirmative vote of a majority of the Board of Directors. Such
request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

        2.4 Notice of Meetings. Written notice of stockholders' meetings,
stating the place, date and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called, shall
be given to each stockholder entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days prior to the meeting.

        When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting


                                      -2-
<PAGE>   7

at which the adjournment is taken; provided, however, that if the date of any
adjourned meeting is more than thirty (30) days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

        2.5 Business Matter of a Special Meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice, except to the extent such notice is waived or is not required.

        2.6 List of Stockholders. The officer in charge of the stock ledger of
the corporation or the transfer agent shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city where the meeting is to be held, which place, if other than the place of
the meeting, shall be specified in the notice of the meeting. The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present in person
thereat.

        2.7 Organization and Conduct of Business. The Chairman of the Board or,
in his or her absence, the Chief Executive Officer or President of the
corporation or, in their absence, such person as the Board may have designated
or, in the absence of such a person, such person as may be chosen by the holders
of a majority of the shares entitled to vote who are present, in person or by
proxy, shall call to order any meeting of the stockholders and act as Chairman
of the meeting. In the absence of the Secretary of the corporation, the
Secretary of the meeting shall be such person as the Chairman appoints.

        The Chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.

        2.8 Quorum and Adjournments. Except where otherwise provided by law or
the Restated Certificate of Incorporation or these Bylaws, the holders of a
majority of the stock issued and outstanding and entitled to vote, present in
person or represented in proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If, however, a
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat who are present in person or
represented by proxy shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented.


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<PAGE>   8

        2.9 Voting Rights. Unless otherwise provided in the Restated Certificate
of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

        2.10 Majority Vote. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Restated Certificate of Incorporation or of these Bylaws, a different vote
is required in which case such express provision shall govern and control the
decision of such question.

        2.11 Record Date for Stockholder Notice and Voting. For purposes of
determining the stockholders entitled to notice of any meeting of stockholders
or any adjournment thereof, or to vote, or entitled to receive payment of any
dividend or other distribution, or entitled to exercise any right in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
such meeting nor more than sixty (60) days before any other action. If the Board
does not so fix a record date, 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 business day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.

        2.12 Proxies. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of three (3) years from the date of the proxy,
unless otherwise provided in the proxy.

        2.13 Inspectors of Election. The corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
the meeting and make a written report thereof. The corporation may designate one
or more persons to act as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.


                                      -4-
<PAGE>   9

        2.14 Action Without a Meeting. No action required or permitted to be
taken at any annual or special meeting of the stockholders of the corporation
may be taken without a meeting and the power of the stockholders to consent in
writing, without a meeting, to the taking of any action is specifically denied.


                                    ARTICLE 3

                                    Directors

        3.1 Number, Election, Tenure and Qualifications. The Board of Directors
of the corporation shall consist of not less than six (6) members nor more than
nine (9) members. The number of directors which shall constitute the whole Board
of Directors shall be fixed from time to time by resolution of the Board of
Directors or stockholders at the annual meeting or any special meeting called
for that purpose.

        The Board of Directors shall be divided into three classes, each class
to serve for a term of three (3) years and to be as nearly equal in number as
possible. Class I shall be comprised of directors who shall serve until the
annual meeting of stockholders in 2001 and until their successors shall have
been elected and qualified. Class II shall be comprised of directors who shall
serve until the annual meeting of stockholders in 2002 and until their
successors shall have been elected and qualified. Class III shall be comprised
of directors who shall serve until the annual meeting of stockholders in 2003
and until their successors shall have been elected and qualified.

        The directors shall be elected at the annual meeting or at any special
meeting of the stockholders, except as otherwise provided in this Section, and
each director elected shall hold office until such director's successor is
elected and qualified, unless sooner displaced.

        Subject to the rights of holders of any class or series of stock having
a preference over the common stock as to dividends or upon liquidation,
nominations of persons for election to the Board of Directors at the annual
meeting, by or at the direction of the Board of Directors, may be made by any
nominating committee or person appointed by the Board of Directors; nominations
may also be made by any stockholder of record of the corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation. To be timely, a
stockholder's notice shall be delivered personally or deposited in the United
States mail, or delivered to a common carrier for transmission to the recipient
or actually transmitted by the person giving the notice by electronic means to
the recipient or sent by other means of written communication, postage or
delivery charges prepaid in all such cases, and received at the principal
executive offices of the corporation addressed to the attention of the Secretary
of the corporation not less than one hundred twenty (120) days prior to the
scheduled date of the meeting (regardless of any postponements, deferrals or
adjournments of that meeting to a later date); provided, however, that, in the
case of an annual meeting and in the event that less than one hundred (100)
days' notice or prior public disclosure of the date of the scheduled 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 7th day following the day
on which such notice of the date


                                      -5-
<PAGE>   10

of the scheduled meeting was mailed or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class, series and number of shares of capital stock of the
corporation that are owned beneficially by the person, (iv) a statement as to
the person's citizenship, and (v) any other information relating to the person
that is required to be disclosed in solicitations for proxies for election of
directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder and (ii) the class, series and number of shares of capital stock of
the corporation that are owned beneficially by the stockholder. The corporation
may require any proposed nominee to furnish such other information as may
reasonably be required by the corporation to determine the eligibility of such
proposed nominee to serve as director of the corporation. No person shall be
eligible for election as a director of the corporation unless nominated in
accordance with the procedures set forth herein.

        In connection with any annual meeting, the Chairman of the Board of
Directors (or such other person presiding at such meeting in accordance with
these Bylaws) shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

        Directors shall serve as provided in the Restated Certificate of
Incorporation of the corporation. Directors need not be stockholders.

        3.2 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 a sole
remaining director, and the directors so chosen shall hold office until the next
annual election at which the term of the class to which they have been elected
expires and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. In the event of a
vacancy in the Board of Directors, the remaining directors, except as otherwise
provided by law or these bylaws, may exercise the powers of the full board until
the vacancy is filled.

        3.3 Resignation and Removal. Any director may resign at any time upon
written notice to the corporation at its principal place of business or to the
Chief Executive Officer or the Secretary. Such resignation shall be effective
upon receipt of such notice unless the notice specifies such resignation to be
effective at some other time or upon the happening of some other event. Any
director or the entire Board of Directors may be removed, but only for cause, by
the holders of a majority of the shares then entitled to vote at an election of
directors, unless otherwise specified by law or the Restated Certificate of
Incorporation.


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        3.4 Powers. The business of the corporation shall be managed by or under
the direction of the Board which may exercise all such powers of the corporation
and do all such lawful acts and things which are not by statute or by the
Restated Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

        3.5 Chairman of the Board. If the Board of Directors appoints a Chairman
of the Board, such Chairman shall, when present, preside at all meetings of the
stockholders and the Board. The Chairman shall perform such duties and possess
such powers as are customarily vested in the office of the Chairman of the Board
or as may be vested in the Chairman by the Board of Directors.

        3.6 Place of Meetings. The Board may hold meetings, both regular and
special, either within or without the State of Delaware.

        3.7 Annual Meetings. The annual meetings of the Board shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the Board, provided a quorum shall be present. The
annual meetings shall be for the purposes of organization, and an election of
officers and the transaction of other business.

        3.8 Regular Meetings. Regular meetings of the Board may be held without
notice at such time and place as may be determined from time to time by the
Board; provided that any director who is absent when such a determination is
made shall be given prompt notice of such determination.

        3.9 Special Meetings. Special meetings of the Board may be called by the
Chairman of the Board, the Chief Executive Officer, the President, the
Secretary, or on the written request of two or more directors, or by one
director in the event that there is only one director in office. Notice of the
time and place of special meetings shall be delivered personally or by telephone
to each director, or sent by first-class mail or telegram, cable, commercial
delivery service, telex, facsimile transmission, or electronic means, charges
prepaid, sent to such director's business or home address as they appear upon
the records of the corporation. In case such notice is mailed, it shall be
deposited in the United States mail at least four (4) days prior to the time of
holding of the meeting. In case such notice is delivered personally or by
telegram, cable, commercial delivery service, telex, facsimile transmission, or
electronic means, it shall be so delivered at least four hours prior to the time
of the holding of the meeting. A notice or waiver of notice of a meeting of the
Board of Directors need not specify the purposes of the meeting.

        3.10 Quorum, Action at Meeting, Adjournments. At all meetings of the
Board, a majority of directors then in office, but in no event less than one
third (1/3) of the entire Board, shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may be
otherwise specifically provided by law or by the Restated Certificate of
Incorporation. For purposes of this section, the term "entire Board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with law and these Bylaws; provided, however, that if less
than all the number so fixed of directors were elected, the "entire Board" shall
mean the greatest number of directors so elected to hold office at any one time
pursuant to such authorization. If a quorum shall not be present at any meeting
of the Board, a


                                      -7-
<PAGE>   12

majority of the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

        3.11 Action Without Meeting. Unless otherwise restricted by the Restated
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

        3.12 Telephone Meetings. Unless otherwise restricted by the Restated
Certificate of Incorporation or these Bylaws, any member of the Board or any
committee thereof may participate in a meeting of the Board or of any committee,
as the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

        3.13 Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Restated Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution designating such committee or the Restated Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board. Each committee shall keep
regular minutes of its meetings and make such reports to the Board as the Board
may request. Except as the Board may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the conduct of
its business by the Board.

        3.14 Fees and Compensation of Directors. Unless otherwise restricted by
the Restated Certificate of Incorporation or these Bylaws, the Board shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board and may be
paid a fixed sum for attendance at each meeting of the Board or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


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<PAGE>   13

        3.15 Rights of Inspection. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to his or her position as a
director.


                                    ARTICLE 4

                                    Officers

        4.1 Officers Designated. The officers of the corporation shall be chosen
by the Board of Directors and shall be a Chief Executive Officer, a President, a
Secretary and a Chief Financial Officer. The Board may also choose a Chief
Operating Officer, one or more Vice Presidents, and one or more assistant
Secretaries. Any number of offices may be held by the same person, unless the
Restated Certificate of Incorporation or these Bylaws otherwise provide.

        4.2 Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chief Executive Officer, a
President, a Secretary and a Chief Financial Officer. Other officers may be
appointed by the Board of Directors at such meeting, at any other meeting, or by
written consent or may be appointed by the Chief Executive Officer pursuant to a
delegation of authority from the Board of Directors.

        4.3 Tenure. The officers of the corporation shall hold office until
their successors are chosen and qualify, unless a different term is specified in
the vote choosing or appointing such officer, or until such officer's earlier
death, resignation or removal. Any officer elected or appointed by the Board of
Directors or by the Chief Executive Officer may be removed with or without cause
at any time by the affirmative vote of a majority of the Board of Directors or a
committee duly authorized to do so, except that any officer appointed by the
Chief Executive Officer may also be removed at any time by the Chief Executive
Officer. Any vacancy occurring in any office of the corporation may be filled by
the Board of Directors, at its discretion. Any officer may resign by delivering
such officer's written resignation to the corporation at its principal place of
business or to the Chief Executive Officer or the Secretary. Such resignation
shall be effective upon receipt unless it is specified to be effective at some
other time or upon the happening of some other event.

        4.4 Compensation. The salaries of all officers of the corporation shall
be fixed from time to time by the Board and no officer shall be prevented from
receiving a salary because he is also a director of the corporation.

        4.5 The Chief Executive Officer. Subject to such supervisory powers, if
any, as may be given by the Board to the Chairman of the Board, the Chief
Executive Officer shall preside at all meetings of the stockholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board are
carried into effect. He or she shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board to some other officer or agent of the corporation.


                                      -9-
<PAGE>   14

        4.6 The President. The President shall, in the event there be no Chief
Executive Officer or in the absence of the Chief Executive Officer or in the
event of his or her disability or refusal to act, perform the duties of the
Chief Executive Officer, and when so acting, shall have the powers of and
subject to all the restrictions upon the Chief Executive Officer. The President
shall perform such other duties and have such other powers as may from time to
time be prescribed for such person by the Board, the Chairman of the Board, the
Chief Executive Officer or these Bylaws.

        4.7 The Vice President. The Vice President (or in the event there be
more than one, the Vice Presidents in the order designated by the directors, or
in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his or her disability or refusal
to act, perform the duties of the President, and when so acting, shall have the
powers of and subject to all the restrictions upon the President. The Vice
President(s) shall perform such other duties and have such other powers as may
from time to time be prescribed for them by the Board, the President, the
Chairman of the Board or these Bylaws.

        4.8 The Secretary. The Secretary shall attend all meetings of the Board
and the stockholders and record all votes and the proceedings of the meetings in
a book to be kept for that purpose and shall perform like duties for the
standing committees, when required. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and special meetings of the Board,
and shall perform such other duties as may from time to time be prescribed by
the Board, the Chairman of the Board or the Chief Executive Officer, under whose
supervision he or she shall act. The Secretary shall have custody of the seal of
the corporation, and the Secretary, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and, when so
affixed, the seal may be attested by his or her signature or by the signature of
such Assistant Secretary. The Board may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing thereof
by his or her signature. The Secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the Board, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

        4.9 The Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order designated by the Board
(or in the absence of any designation, in the order of their election) shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as may from time to time be
prescribed by the Board.

        4.10 The Chief Financial Officer. The Chief Financial Officer shall have
the custody of the Corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board. The Chief Financial Officer shall disburse the funds of the
corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render


                                      -10-
<PAGE>   15

to the Chief Executive Officer and the Board, at its regular meetings, or when
the Board so requires, an account of all his or her transactions as Chief
Financial Officer and of the financial condition of the corporation.

        4.11 Bond. If required by the Board of Directors, any officer shall give
the corporation a bond in such sum and with such surety or sureties and upon
such terms and conditions as shall be satisfactory to the Board of Directors,
including without limitation a bond for the faithful performance of the duties
of such officer's office and for the restoration to the corporation of all
books, papers, vouchers, money and other property of whatever kind in such
officer's possession or under such officer's control and belonging to the
corporation.

        4.12 Delegation of Authority. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.


                                    ARTICLE 5

                                     Notices

        5.1 Deliver. Whenever, under the provisions of law, or of the Restated
Certificate of Incorporation or these Bylaws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at such person's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or delivered to a nationally recognized
courier service. Unless written notice by mail is required by law, written
notice may also be given by telegram, cable, telecopy, commercial delivery
services, telex or similar means, addressed to such director or stockholder at
such person's address as it appears on the records of the corporation, in which
case such notice shall be deemed to be given when delivered into the control of
the persons charged with effecting such transmission, the transmission charge to
be paid by the corporation or the person sending such notice and not by the
addressee. Oral notice or other in-hand delivery, in person or by telephone,
shall be deemed given at the time it is actually given.

        5.2 Waiver of Notice. Whenever any notice is required to be given under
the provisions of law or of the Restated Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. In addition to the foregoing, notice of a meeting
need not be given to any director who signs a waiver of notice or a consent to
holding the meeting or an approval of the minutes thereof, whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such director. All such waivers,
consents and approvals executed under this Section 5.2 shall be filed with the
corporate records or made a part of the minutes of the meeting.



                                      -11-
<PAGE>   16

                                    ARTICLE 6

                                 Indemnification

        6.1 Actions Other Than By or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.

        6.2 Actions By or in the Right of the Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of such person's duty to
the corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the State
of Delaware or such other court shall deem proper.

        6.3 Success on the Merits. To the extent that any person described in
Sections 6.1 or 6.2 of this Article 6 has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.


                                      -12-
<PAGE>   17

        6.4 Specific Authorization. Any indemnification under Sections 6.1 or
6.2 of this Article 6 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in said Sections. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders of the corporation.

        6.5 Advance Payment. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the manner provided for in Section 6.4 of this Article 6 upon
receipt of an undertaking by or on behalf of any person described in said
Section to repay such amount unless it shall ultimately be determined that such
person is entitled to indemnification by the corporation as authorized in this
Article 6.

        6.6 Non-Exclusivity. The indemnification provided by this Article 6
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be director, officer, employee or agent of the
corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any repeal or amendment of any of the
provisions of this Article 6 shall not adversely affect any right or potential
right of any indemnitee existing at the time of such repeal or amendment.

        6.7 Insurance. The Board of Directors may authorize, by a vote of the
majority of the full board, the corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article 6.

        6.8 Severability. If any word, clause or provision of this Article 6 or
any award made hereunder shall for any reason be determined to be invalid, the
provisions hereof shall not otherwise be affected thereby but shall remain in
full force and effect.

        6.9 Intent of Article. The intent of this Article 6 is to provide for
indemnification to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware. To the extent that such Section or any
successor Section may be amended or supplemented from time to time, this Article
6 shall be amended automatically and construed so as to permit indemnification
to the fullest extent from time to time permitted by law.


                                      -13-
<PAGE>   18

                                    ARTICLE 7

                                  Capital Stock

        7.1 Certificates for Shares. The shares of the corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the corporation by, the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and by the Chief
Financial Officer, the Secretary or an Assistant Secretary of the corporation.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

        Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required by the General Corporation
Law of the State of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests 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.

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

        7.3 Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate of shares duly endorsed or accompanied
by proper evidence of succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated share, such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

        7.4 Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and 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
the laws of Delaware.


                                      -14-
<PAGE>   19

        7.5 Lost, Stolen or Destroyed Certificates. The Board may direct that a
new certificate or certificates be issued to replace any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing the issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen or destroyed certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require, and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.


                                    ARTICLE 8

                              Certain Transactions

        8.1 Transactions with Interested Parties. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
have a financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction or solely because the vote or votes of such director or officer are
counted for such purpose, if:

        (a) the material facts as to such person's relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

        (b) the material facts as to such person's relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

        (c) the contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.

        8.2 Quorum. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.


                                    ARTICLE 9

                               General Provisions

        9.1 Dividends. Dividends upon the capital stock of the corporation,
subject to any restrictions contained in the General Corporation Law of the
State of Delaware or the provisions


                                      -15-
<PAGE>   20

of the Restated Certificate of Incorporation, if any, may be declared by the
Board at any regular or special meeting. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of the
Restated Certificate of Incorporation.

        9.2 Dividend Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

        9.3 Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.

        9.4 Corporate Seal. The Board of Directors may, by resolution, adopt a
corporate seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. The seal may be altered from time to time by the Board of
Directors.

        9.5 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

        9.6 Execution of Corporate Contracts and Instruments. The Board, except
as otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation; such authority may be general or
confined to specific instances. Unless so authorized or ratified by the Board or
within the agency power of an officer, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

        9.7 Representation of Shares of Other Corporations. The Chief Executive
Officer, the President or any Vice President or the Secretary or any Assistant
Secretary of this corporation is authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of any
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.


                                   ARTICLE 10

                                   Amendments

        The Board of Directors is expressly empowered to adopt, amend or repeal
these Bylaws, provided, however, that any adoption, amendment or repeal of these
Bylaws by the Board of


                                      -16-
<PAGE>   21

Directors shall require the approval of at least sixty-six and two-thirds
percent (66-2/3%) of the total number of authorized directors (whether or not
there exist any vacancies in previously authorized directorships at the time any
resolution providing for adoption, amendment or repeal is presented to the
board). The stockholders shall also have power to adopt, amend or repeal these
Bylaws, provided, however, that in addition to any vote of the holders of any
class or series of stock of this corporation required by law or by the Restated
Certificate of Incorporation of this corporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then outstanding shares of the stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required for such adoption, amendment or repeal by the
stockholders of any provisions of these Bylaws.






                                      -17-