<PAGE>   1
                                                                    Exhibit 3.2



                                  B Y - L A W S

                                       of

                          TANDEM COMPUTERS INCORPORATED

















                                     Adopted

                                January 15, 1980


                Amended:
                                                  July 31, 1984
                                                  July 28, 1988
                                                  February 13, 1989
                                                  February 20, 1990
                                                  November 11, 1996
<PAGE>   2
                                  B Y - L A W S

                                       of

                          TANDEM COMPUTERS INCORPORATED


                                TABLE OF CONTENTS


                                                                   Page

ARTICLE I - Offices

         Section 1.    Registered Office..........................  1
         Section 2.    Other Offices..............................  1

ARTICLE II - Meetings of Stockholders

         Section 1.    Election of Directors......................  1
         Section 2.    Annual Meetings............................  2
         Section 3.    Notice of Annual Meeting...................  3
         Section 4.    Stock Ledger...............................  3
         Section 5.    Special Meetings...........................  4
         Section 6.    Notice of Special Meetings.................  4
         Section 7.    Business at Special Meeting................  4
         Section 8.    Quorum; Adjourned Meetings.................  4
         Section 9.    Required Vote..............................  5
         Section 10.   Vote Per Share; Proxies....................  5
         Section 11.   Written Consent............................  6
                                                                  
ARTICLE III - Directors

         Section 1.    Number.....................................  8
         Section 2.    Vacancies..................................  9
         Section 3.    Duties.....................................  9
         Section 4.    Meetings................................... 10
         Section 5.    Organizational Meeting..................... 10
         Section 6.    Regular Meetings........................... 10
         Section 7.    Special Meetings; Notice................... 11
         Section 8.    Quorum; Required Vote; Adjourned
                       Meetings................................... 12
         Section 9.    Written Consent............................ 12
         Section 10.   Telephone Meetings......................... 13
         Section 11.   Committees................................. 13
         Section 12.   Compensation............................... 14
         Section 13.   Removal.................................... 15
         Section 14.   Nominations................................ 15
         Section 15.   Rights Agreement........................... 17


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ARTICLE IV - Notices

         Section 1.      Manner........................................... 17
         Section 2.      Waiver........................................... 17

ARTICLE V - Officers

         Section 1.      Required Officers................................ 18
         Section 2.      Other Officers................................... 18
         Section 3.      Salaries......................................... 18
         Section 4.      Term; Removal.................................... 19
         Section 5.      Chief Executive Officer.......................... 19
         Section 6.      President........................................ 19
         Section 7.      Chief Operating Officer.......................... 20
         Section 8.      Vice President................................... 20
         Section 9.      Secretary........................................ 20
         Section 10.     Assistant Secretary.............................. 21
         Section 11.     Treasurer........................................ 22
         Section 12.     Assistant Treasurer.............................. 22

ARTICLE VI - Stock Certificates

         Section 1.      Required Signatures.............................. 23
         Section 2.      Facsimile Signatures............................. 23
         Section 3.      Partly Paid Shares............................... 23
         Section 4.      Classes of Stock................................. 24
         Section 5.      Lost Certificates................................ 24
         Section 6.      Transfer......................................... 25
         Section 7.      Record Date...................................... 25
         Section 8.      Record Owners.................................... 26

ARTICLE VII - Indemnification

         Section 1.      General.......................................... 26
         Section 2.      Non-Exclusivity.................................. 27

ARTICLE VIII - General Provisions

         Section 1.      Dividends........................................ 28
         Section 2.      Reserves......................................... 28
         Section 3.      Annual Statement................................. 28
         Section 4.      Checks........................................... 28
         Section 5.      Fiscal Year...................................... 29
         Section 6.      Seal............................................. 29

ARTICLE IX - Amendments

         Section 1.      Procedure........................................ 29
         Section 2.      Stockholder Amendments........................... 29


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                                  B Y - L A W S

                                       of

                         TANDEM COMPUTERS INCORPORATED,

                             a Delaware corporation


                                    ARTICLE I

                                     Offices

         Section 1. Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware. The board of directors may change the location of the
registered office to any other place in Delaware.

         Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            Meetings of Stockholders

         Section 1. Election of Directors. All meetings of the stockholders for
the election of directors shall be held in the City of Cupertino, State of
California, at such place as may be fixed from time to time by the board of
directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the board of directors and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and


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place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting. At each annual meeting,
directors shall be elected for the class of directors whose terms are then
expiring and the stockholders shall transact such other business as may properly
be brought before such meeting. To be properly brought before an 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, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, 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 secretary must have received written notice from the
stockholder not less than thirty (30) days nor more than sixty (60) days prior
to the meeting. Such written notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting, (b)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
corporation which are beneficially owned by the stockholder and (d) any material
interest of the


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stockholder in such business. Notwithstanding any other provision in the by-laws
to the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2.

         Section 3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

         Section 4. Stock Ledger. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten 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 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during


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the whole time thereof and may be inspected by any stockholder who is present.

         Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the General Corporation
Law of the State of Delaware or by the certificate of incorporation, may be
called by the president and shall be called by the president or secretary at the
request in writing of a majority of the board of directors. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 6. Notice of Special Meetings. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

         Section 7. Business at Special Meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

         Section 8. Quorum; Adjourned Meetings. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute


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or by the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time until a quorum shall be present
or represented. Except as hereinafter provided, no notice of the adjourned
meeting need be given if the time and place thereof are announced at the meeting
at which the adjournment is taken. At any adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 9. Required Vote. When a quorum is present at any meeting of
stockholders, 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 General Corporation Law of the State of Delaware or of the
certificate of incorporation, a different vote is required, in which case such
express provision shall govern and control the vote on such question.

         Section 10. Vote Per Share; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one


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vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on or after three
years from its date, unless the proxy provides for a longer period. At all
elections of directors of the corporation each stockholder having voting power
shall be entitled to exercise the right of cumulative voting as provided in the
certificate of incorporation.

         Section 11. Written Consent. Unless otherwise provided in the
Certificate of Incorporation, any action required by law to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, which consent shall be
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

         To be valid, a written consent must be signed by each and every record
owner for which such written consent is being


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given. No written consent shall be valid for longer than sixty (60) days after
its execution.

         In addition to any other applicable requirements, for business to be
properly submitted to the stockholders for action by written consent by a
stockholder, the stockholder must have given timely notice thereof in writing
(the "Stockholder Notice") to the secretary of the corporation, in order that
the board of directors may fix a record date pursuant to this Section 11. A
Stockholder Notice must be delivered to or mailed and received at the principal
executive office of the corporation, addressed to the attention of the secretary
of the corporation. A Stockholder Notice shall set forth as to each matter the
stockholder proposes to submit to the stockholders for action by written consent
(a) a brief description of the business desired to be so submitted, (b) the name
and record address of the stockholder proposing such business, and (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder.

         In order that the corporation may determine the stockholders entitled
to act by written consent, the board of directors shall fix in advance a record
date, which shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the board of directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall in its Stockholder Notice request the
board of directors to fix a record date. The board of directors shall, promptly,
but in all


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events not more than ten (10) days after the date on which such Stockholder
Notice is received, adopt a resolution fixing the record date. If no record date
has been fixed by the board of directors within ten (10) days of the date on
which such Stockholder Notice is received, the record date for determining
stockholders entitled to act by written consent, when no prior action by the
board of directors is required by applicable law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its secretary.

         Delivery made to the Company's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by applicable law, the record date for determining stockholders
entitled to act by written consent shall be at the close of business on the date
on which the board of directors adopts the resolution taking such prior action.

                                   ARTICLE III

                                    Directors

         Section 1. Number. The number and classes of directors which shall
constitute the whole board shall be as provided in the certificate of
incorporation. At each annual meeting of the stockholders, directors shall be
elected for that class of directors whose terms are then expiring, except as
provided in Section 2 of this Article, and each director so elected shall


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hold office until his successor is elected and qualified or until his earlier
resignation or removal. Directors need not be stockholders.

         Section 2. Vacancies. Sole power to fill vacancies and newly created
directorships resulting from any increase in the authorized number of directors
shall be vested in the board of directors through action by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and each director so chosen shall hold office in that class until the
next annual election for directors of that class and until his successor is duly
elected and qualified or until his earlier resignation or removal. If there are
no directors in office, then an election of directors may be held in the manner
provided by the General Corporation Law of the State of Delaware. If, at the
time of filling any vacancy or newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery of the State of
Delaware, upon application of any stockholder or stockholders holding at least
ten percent of the total number of the shares at the time outstanding having the
right to vote for such directors, may summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office.

         Section 3. Duties. The business and affairs of the corporation shall be
managed by the board of directors.


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         Section 4. Meetings. The board of directors may hold meetings, both
regular and special, either within or without the State of Delaware.

         Section 5. Organizational Meeting. The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected board of directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6. Regular Meetings. Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time to
time be designated by the board. In the absence of such designation regular
meetings shall be held at the principal executive office of the corporation.
There shall be a regular meeting of the board of directors at or about the time
of the annual meeting of stockholders, for the purpose of organization, election
of officers, and the transaction of other business. Other regular meetings of
the board shall be held without call on such date


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and time as may be fixed by the board of directors; provided, however that
should any such day fall on a legal holiday, then said meeting shall be held at
the same time on the next following day which is not a legal holiday.

         Section 7. Special Meetings; Notice. Special meetings of the board may
be held for any purpose or purposes and may be called at any time by the
chairman of the board of directors, the president and chief executive officer or
the chief operating officer, as appointed by the board, or, if all are absent or
unable or refuse to act, by a majority of the directors then 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 or facsimile
transmission, charges prepaid, addressed to him at his address as it appears
upon the records of the corporation. In case such notice is mailed, it shall be
deposited in the United States mail at least four days prior to the time of the
holding of the meeting. In case such notice is telegraphed or sent by facsimile
transmission, it shall be delivered to a common carrier for transmission to the
director or actually transmitted by the person giving the notice by electronic
means to the director at least 48 hours prior to the time of the holding of the
meeting. In case such notice is delivered personally or by telephone as above
provided, it shall be so delivered at least two hours prior to the time of the
holding of the meeting. Any notice given personally or by telephone may be
communicated to either the director or to a person at the office of the director
whom


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the person giving the notice has reason to believe will promptly communicate it
to the director. Such deposit in the mail, delivery to a common carrier,
transmission by electronic means or delivery, personally or by telephone, as
above provided, shall be due, legal and personal notice to such directors. The
notice need not specify the place of the meeting if the meeting is to be held at
the principal executive office of the corporation, and need not specify the
purpose of the meeting.

         Section 8. Quorum; Required Vote; Adjourned Meetings. At all meetings
of the board a majority of the total number of directors 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 of directors, except as may be otherwise specifically provided in the
certificate of incorporation. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
provided that any action taken is approved by at least a majority of the
required quorum for such meeting. If a quorum shall not be present at any
meeting of the board of directors, a majority of the directors present thereat
may adjourn the meeting from time to time until a quorum shall be present. No
notice of the adjourned meeting need be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

         Section 9. Written Consent. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the board of


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directors 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 the
proceedings of the board or committee.

         Section 10. Telephone Meetings. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of
directors, or of any committee designated by the board of directors, may
participate in a meeting of the board of directors, or such committee, 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.

         Section 11. 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,
which director or directors may replace any absent or disqualified member or
members at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent


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provided in the resolution of the board of directors or in these by-laws, shall
have and may exercise all the powers and authority of the board of directors 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 such power or authority in reference to
amending the 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 by-laws of the corporation; and, unless the
resolution or by-laws expressly so provide, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Any such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
Each committee shall keep regular minutes of its meetings and report the same to
the board of directors when required.

         Section 12. Compensation. Unless otherwise restricted by the
certificate of incorporation or these by-laws, the board of directors 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 of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall


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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.

         Section 13. Removal. Any director or the entire board of directors may
be removed, but only for cause by vote of the holders of a majority of shares
entitled to vote at an election of directors.

         Section 14. Nominations. Nominations for election to the board at a
meeting of shareholders may be made by the board or a nominating committee
appointed by the board, or by any shareholder of the corporation entitled to
vote for the election of directors at such meeting. Such nominations, other than
those made by or on behalf of the board or the nominating committee of the
board, shall be made by notification in writing, delivered or mailed by
first-class United States mail, postage prepaid, to the chairman of the board of
the corporation not less than 30 days nor more than 60 days prior to any meeting
of shareholders called for the election of directors; provided, however, that if
less than 35 days notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the chairman of the board of the
corporation not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Other than nominations made
by or on behalf of the board, every nomination for the board of directors at a
meeting of shareholders shall include the submission, filed with the secretary
of the


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corporation, of a statement setting forth the following information as to each
proposed nominee who is not an incumbent director:

         (1) the name, age; residence address, and business address of such
proposed nominee;

         (2) the current occupation and current employer of such proposed
nominee and the name of all corporations whose boards of directors such proposed
nominee serves or for whom he serves or acts as officer;

         (3) a statement as to whether or not either he or any person or firm
with whom he has a relationship as partner, associate, employee or otherwise, is
a shareholder, director, officer, employee, accountant, consultant, adviser,
agent, broker, dealer, nominee, or attorney of or for any person, corporation,
partnership or other entity, or affiliate or subsidiary thereof, which is a
competitor of this corporation;

         (4) the amount of stock of the corporation owned beneficially, directly
or indirectly, by such proposed nominee and by members of his family residing
with him and the names of the registered owners thereof; and

         (5) a statement as to such proposed nominee describing any conviction
for a felony or misdemeanor (other than for minor traffic violations) that
occurred during the preceding 10 years. The chairman of the meeting may, in his
discretion, determine and declare to the meeting that a nomination not made in
accordance with the foregoing procedure shall be disregarded and of no effect.


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         Section 15. Rights Agreement. Notwithstanding any of the foregoing, any
action stated in the First Amended and Restated Rights Agreement, dated June 17,
1988, to be taken by the Board of Directors after a Person has become an
Acquiring Person shall require the presence in office of Continuing Directors
and the concurrence of a majority of the Continuing Directors. Capitalized terms
in this paragraph shall have the meanings indicated in such Rights Agreement.

                                   ARTICLE IV

                                    Notices

         Section 1. Manner. Whenever, under the provisions of the General
Corporation Law of the State of Delaware, the certificate of incorporation or
these by-laws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder at his 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. Notice to directors may also be given in
the manner provided in Article III, Section 7 of these by-laws.

         Section 2. Waiver. Whenever any notice is required to be given under
the provisions of the General Corporation Law of the State of Delaware, the
certificate of incorporation or these by-laws, a waiver thereof in writing,
signed by the person or


                                      -17-
<PAGE>   21
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends such meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

                                    ARTICLE V

                                    Officers

         Section 1. Required Officers. The board of directors at its meeting
held at or about the time of the annual meeting of stockholders shall choose a
president, one or more vice presidents, a secretary, one or more assistant
secretaries and a treasurer. Any number of offices may be held by the same
person, unless the certificate of incorporation or these by-laws otherwise
provide.

         Section 2. Other Officers. The board of directors may appoint such
other officers and agents as it shall deem necessary, all of which officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the board.

         Section 3. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.


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         Section 4. Term; Removal. Each officer of the corporation shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

         Section 5. Chief Executive Officer. The chief executive officer of the
corporation shall preside at all meetings of the stockholders and, in the
absence of the chairman of the board, at all meetings of the board of directors.
Subject to the control of the board of directors, he shall have general and
active management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into effect. He
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 of directors to some other officer or
agent of the corporation. He shall have all of the powers and shall perform all
of the duties which are ordinarily inherent in the office of the chief executive
officer, and he shall have such further powers and shall perform such further
duties as may be prescribed for him by the board of directors.

         Section 6. President. The president shall have all of the powers and
shall perform all of the duties which are ordinarily


                                      -19-
<PAGE>   23
inherent in the office of the president, and he shall have such further powers
and shall perform such further duties as may be prescribed for him by the board
of directors.

         Section 7. Chief Operating Officer. The chief operating officer shall
have all of the powers and shall perform all of the duties which are ordinarily
inherent in the office of the chief operating officer, and he shall have such
further powers and shall perform such further duties as may be prescribed for
him by the board of directors.

         Section 8. Vice President. In the absence of the president or in the
event of his inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated by the board of directors or, in the absence of any such designation,
then in the order of their election) shall perform the duties of the president
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.

         Section 9. Secretary. The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special


                                      -20-
<PAGE>   24
meetings of the board of directors and committees of the board required by the
by-laws or by law to be given, and he shall perform such other duties as may be
prescribed by the board of directors or president, under whose supervision he
shall be. He shall keep or cause to be kept at the principal executive office of
the corporation or at the office of the corporation's transfer agent a record of
stockholders or a duplicate record of stockholders showing the names of the
stockholders and their addresses, the number of shares and classes of shares
held by each, the number and date of certificate issued for the same and the
number and date of cancellation of every certificate surrendered for
cancellation. He shall have custody of the corporate seal of the corporation and
he, or an assistant secretary, shall 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 such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.

         Section 10. Assistant Secretary. The assistant secretary (or in the
event there be more than one assistant secretary, the assistant secretaries in
the order designated by the board of directors or, in the absence of any such
designation, then in the order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the secretary and


                                      -21-
<PAGE>   25
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

         Section 11. Treasurer. The treasurer 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 of
directors. He shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the board of directors, at its regular meetings or when the board of
directors so requires, and to the president an account of all his transactions
as treasurer and of the financial condition of the corporation. If required by
the board of directors, he shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in 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 corporation.

         Section 12. Assistant Treasurer. The assistant treasurer (or in the
event there shall be more than one assistant treasurer, the assistant treasurers
in the order designated by the board of directors or, in the absence of any such


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<PAGE>   26
designation, then in the order of their election) shall, in the absence of the
treasurer or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI

                               Stock Certificates

         Section 1. Required Signatures. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name of
the corporation by, the president or a vice president and by the treasurer or an
assistant treasurer or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by such holder in the
corporation.

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

         Section 3. Partly Paid Shares. Certificates may be issued for partly
paid shares. Upon the face or back of the certificates issued to represent any
such partly paid shares the


                                      -23-
<PAGE>   27
total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.

         Section 4. Classes of Stock. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, 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 on such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in section 202 of the General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock a legend
reciting that the corporation will furnish without charge to each stockholder
who so requests 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 on such
preferences and/or rights.

         Section 5. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When


                                      -24-
<PAGE>   28
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond sufficient to
indemnify it against any claim that may be made against the corporation on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

         Section 6. Transfer. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, 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.

         Section 7. Record Date. In order that the corporation may determine the
stockholders who are entitled to receive notice of or to vote at any meeting of
stockholders or any adjournment thereof, to express consent to corporate action
in writing without a meeting, to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix, in advance, a record date, which
shall not be more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any action. A


                                      -25-
<PAGE>   29
determination of stockholders of record entitled to receive notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

         Section 8. Record Owners. 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.
The corporation 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 General Corporation Law of the State of Delaware.

                                   ARTICLE VII

                                 Indemnification

         Section 1. General. The corporation shall indemnify any person who was
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys'


                                      -26-
<PAGE>   30
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the
extent and under the circumstances permitted by the General Corporation Law of
the State of Delaware. Such indemnification (unless ordered by a court) shall be
made as authorized in a specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standards of conduct set forth in the General
Corporation Law of the State of Delaware. Such determination shall be made (i)
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 (ii) if such quorum
is not obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.

         Section 2. Non-Exclusivity. The foregoing right of indemnification
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.


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<PAGE>   31
                                  ARTICLE VIII

                               General Provisions

         Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to the General Corporation Law of the State of Delaware.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the 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.

         Section 3. Annual Statement. The board of directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

         Section 4. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or


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<PAGE>   32
officers or such other person or persons as the board of directors may from time
to time designate.

         Section 5. Fiscal Year. The fiscal year of the corporation shall end on
September 30 of each year.

         Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the date of its organization and the words "Seal" or
"Incorporated" and "Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX

                                   Amendments

         Section 1. Procedure. These by-laws may be altered, amended or repealed
or new by-laws may be adopted, at a regular or special meeting or by written
consent, by the stockholders or by the board of directors when such power is
conferred upon the board of directors by the certificate of incorporation.

         Section 2. Stockholder Amendments. If the power to adopt, amend or
repeal by-laws is conferred upon the board of directors by the certificate of
incorporation, it shall not divest or limit the power of stockholders to adopt,
amend or repeal by-laws.


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