<PAGE>

                                                                     Exhibit 3.3

                                    BY-LAWS

                                      OF

                                 BANCTEC, INC.




                      Incorporated under the Laws of the

                               State of Delaware
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
ARTICLE I                  OFFICES.........................................................................   1

ARTICLE II                 MEETINGS OF STOCKHOLDERS........................................................   1

         Section 1.        Place of Meetings...............................................................   1
         Section 2.        Annual Meeting..................................................................   1
         Section 3.        Special Meetings................................................................   1
         Section 4.        Notice of Meetings..............................................................   2
         Section 5.        List of Stockholders............................................................   2
         Section 6.        Quorum..........................................................................   2
         Section 7.        Voting..........................................................................   3
         Section 8.        Proxies.........................................................................   3
         Section 9.        Action Without a Meeting........................................................   3

ARTICLE III                BOARD OF DIRECTORS..............................................................   4

         Section 1.        Powers..........................................................................   4
         Section 2.        Election and Term...............................................................   4
         Section 3.        Number..........................................................................   4
         Section 4.        Quorum and Manner of Acting.....................................................   4
         Section 5.        Organization Meeting............................................................   4
         Section 6.        Regular Meetings................................................................   5
         Section 7.        Special Meetings; Notice........................................................   5
         Section 8.        Removal of Directors............................................................   5
         Section 9.        Resignations....................................................................   5
         Section 10.       Vacancies.......................................................................   5
         Section 11.       Committees......................................................................   6
         Section 12.       Compensation of Directors.......................................................   6
         Section 13.       Action Without a Meeting........................................................   6
         Section 14.       Telephonic Participation in Meetings............................................   7

ARTICLE IV                 OFFICERS........................................................................   7

         Section 1.        Principal Officers..............................................................   7
         Section 2.        Election and Term of Office.....................................................   7
         Section 3.        Other Officers..................................................................   7
         Section 4.        Removal.........................................................................   7
         Section 5.        Resignations....................................................................   7
         Section 6.        Vacancies.......................................................................   7
         Section 7.        Chairman of the Board...........................................................   8
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                          <C>
         Section 8.        President.......................................................................   8
         Section 9.        Vice President..................................................................   8
         Section 10.       Treasurer.......................................................................   8
         Section 11.       Secretary.......................................................................   9
         Section 12.       Salaries........................................................................   9
ARTICLE V                  INDEMNIFICATION OF OFFICERS AND DIRECTORS.......................................   9

         Section 1.        Right of Indemnification........................................................   9
         Section 2.        Expenses........................................................................   9
         Section 3.        Other Rights of Indemnification.................................................  10

ARTICLE VI                 SHARES AND THEIR TRANSFER.......................................................  11

         Section 1.        Certificate for Stock...........................................................  11
         Section 2.        Stock Certificate Signature.....................................................  11
         Section 3.        Stock Ledger....................................................................  11
         Section 4.        Cancellation....................................................................  11
         Section 5.        Registrations of Transfers of Stock.............................................  11
         Section 6.        Regulations.....................................................................  12
         Section 7.        Lost, Stolen, Destroyed or Mutilated Certificates...............................  12
         Section 8.        Record Dates....................................................................  12

ARTICLE VII                MISCELLANEOUS PROVISIONS........................................................  12

         Section 1.        Corporate Seal..................................................................  12
         Section 2.        Voting of Stocks Owned by the Corporation.......................................  13
         Section 3.        Dividends.......................................................................  13

ARTICLE VIII               AMENDMENTS......................................................................  13
</TABLE>

                                      ii
<PAGE>

                                    BY-LAWS

                                      OF

                                 BANCTEC, INC.

                           (a Delaware corporation)


                                  __________



                                   ARTICLE I

                                    OFFICES
                                    -------

          The registered office of the Corporation in the State of Delaware
shall be located in the City of Wilmington, County of New Castle. The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Delaware as may be deemed proper for the conduct
of the Corporation's business.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

          Section 1. Place of Meetings. All meetings of stock holders shall be
          ---------  -----------------
held at such place or places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices, or waivers of notice, thereof.

          Section 2. Annual Meeting. The annual meeting of stockholders for the
          ---------  --------------
election of Directors and the transaction of other business shall be held on
such date and at such place as may be designated by the Board of Directors. At
each annual meeting the stockholders entitled to vote shall elect a Board of
Directors and may transact such other proper business as may come before the
meeting.

          Section 3. Special Meetings. A special meeting of the stockholders, or
          ---------  ----------------
of any class thereof entitled to vote, for any purpose or purposes, may be
called at any time by the Chairman of the Board, if any, the President or by
order of the Board of Directors and shall be called by the Secretary upon the
written request of stockholders holding of record at least 50% of the
outstanding shares of stock of the Corporation entitled to vote at such meeting.
Such written request shall state the purpose or purposes for which such meeting
is to be called.
<PAGE>

          Section 4. Notice of Meetings. Except as otherwise provided by law,
          ---------  ------------------
written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting shall be given not less than
twenty days or more than sixty days before the date on which the meeting is to
be held to each stockholder of record entitled to vote thereat by delivering a
notice thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address, in
which case such notice shall be directed to him at the address designated in
such request. Notice shall not be required to be given to any stockholder who
shall waive such notice in writing, whether prior to or after such meeting, or
who shall attend such meeting in person or by proxy unless such attendance is
for the express purpose of objecting, at the beginning of such meeting, to the
transactions of any business because the meeting is not lawfully called or
convened. Every notice of a special meeting of the stockholders, besides the
time and place of the meeting, shall state briefly the objects or purposes
thereof.

               Section 5. List of Stockholders. It shall be the duty of the
               ---------  --------------------
Secretary or other officer of the Corporation who shall have charge of the stock
ledger to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in his name. 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 be kept and produced at
the time and place of the meeting during the whole time thereof and subject to
the inspection of any stockholder who may be present. The original or duplicate
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

               Section 6. Quorum. At each meeting of the stockholders, the
               ---------  ------
holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business, except where
otherwise provided by law, the Articles of Incorporation or these By-laws. In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such meeting shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted.

               Section 7. Voting. Every stockholder of record who is entitled
               ---------  ------
to vote shall at every meeting of the stockholders be entitled to one vote for
each share of stock held by him on the record date; except, however, that shares
                                                    ------  -------
of its own stock belonging to the Corporation or to another corporation, if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the Corporation, shall neither be entitled to vote
nor counted for quorum purposes. Nothing in this Section shall be construed as
limiting the right of the Corporation to vote its own stock held by it in a
fiduciary capacity. At all meetings of the

                                       2
<PAGE>

stockholders, a quorum being present, all matters shall be decided by majority
vote of the shares of stock entitled to vote held by stockholders present in
person or by proxy, except as otherwise required by law or the Articles of
Incorporation. Unless demanded by a stockholder of the Corporation present in
person or by proxy at any meeting of the stockholders and entitled to vote
thereat or so directed by the chairman of the meeting or required by law, the
vote thereat on any question need not be by written ballot. On a vote by written
ballot, each ballot shall be signed by the stockholder voting, or in his name by
his proxy, if there be such proxy, and shall state the number of shares voted by
him and the number of votes to which each share is entitled.

               Section 8. Proxies. Each stockholder entitled to vote at a
               ---------  -------
meeting of stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. A proxy acting for any stockholder shall be duly appointed by an
instrument in writing subscribed by such stockholder. No proxy shall be valid
after the expiration of three years from the date thereof unless the proxy
provides for a longer period and conforms with applicable law.

               Section 9. Action Without a Meeting. Any action required to be
               ---------  ------------------------
taken at any annual or special meeting of stockholders or any action which may
be taken at any annual or special meeting of 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. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                  ARTICLE III

                              BOARD OF DIRECTORS
                              ------------------

               Section 1. Powers. The business and affairs of the Corporation
               --------   ------
shall be managed under the direction of the Board of Directors.

               Section 2. Election and Term. Except as otherwise provided by
               ---------  -----------------
law, Directors shall be elected at the annual meeting of stockholders and shall
hold office until the next annual meeting of stockholders and until their
successors are elected and qualify, or until they sooner die, resign or are
removed. At each annual meeting of stockholders, at which a quorum is present,
the persons receiving a plurality of the votes cast shall be the Directors.
Acceptance of the office of Director may be expressed orally or in writing, and
attendance at the organization meeting shall constitute such acceptance.

               Section 3. Number. The number of Directors shall be such
               ---------  ------
number as determined from time to time by the Board of Directors, but shall be
not less than three (3) nor more than nine (9), and initially shall be three
(3).

                                       3
<PAGE>

               Section 4. Quorum and Manner of Acting. Unless otherwise
               ---------  ---------------------------
provided by law, the presence of a majority of the whole Board of Directors
shall be necessary to constitute a quorum for the transaction of business. In
the absence of a quorum, a majority of the Directors present may adjourn the
meeting from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. At all meetings of Directors, a quorum
being present, all matters shall be decided by the affirmative vote of a
majority of the Directors present, except as otherwise required by law. The
Board of Directors may hold its meetings at such place or places within or
without the State of Delaware as the Board of Directors may from time to time
determine or as shall be specified in the respective notices, or waivers of
notice, thereof.

               Section 5. Organization Meeting. Immediately after each annual
               ---------  --------------------
meeting of stockholders for the election of Directors the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If such meeting is held at any other
time or place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.

               Section 6. Regular Meetings. Regular meetings of the Board of
               ---------  ----------------
Directors may be held at such place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination, and notice thereof has been once given to each member
of the Board of Directors as hereinafter provided for special meetings, regular
meetings may be held without further notice being given.

               Section 7. Special Meetings; Notice. Special meetings of the
               ---------  ------------------------
Board of Directors shall be held whenever called by the Chairman of the Board,
if any, the President or by any three Directors. Notice of each such meeting
shall be mailed to each Director, addressed to him at his residence or usual
place of business, at least five days before the date on which the meeting is to
be held, or shall be sent to him at such place by telegraph, cable, radio or
wireless, or be delivered personally or by telephone, not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and, as may be required, the purposes thereof.
Notice of any meeting of the Board of Directors need not be given to any
Director if he shall sign a written waiver thereof either before or after the
time stated therein for such meeting, or if he shall be present at the meeting.
Unless limited by law, the Articles of Incorporation, these By-laws or the terms
of the notice thereof, any and all business may be transacted at any meeting
without the notice thereof having specifically identified the matters to be
acted upon.

               Section 8. Removal of Directors. Any Director or the entire
               ---------  --------------------
Board of Directors may be removed, with or without cause, at any time, by action
of the holders of record of the majority of the issued and outstanding stock of
the Corporation (a) present in person or by proxy at a meeting of holders of
such stock and entitled to vote thereon or (b) by a consent in writing in the
manner contemplated in Section 9 of Article II, and the vacancy or vacancies in
the Board of

                                       4
<PAGE>

Directors caused by any such removal may be filled by action of such a majority
at such meeting or at any subsequent meeting or by consent.

               Section 9. Resignations. Any Director of the Corporation may
               ---------  ------------
resign at any time by giving written notice to the Chairman of the Board, if
any, the Board, the President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

               Section 10. Vacancies. Any newly created director ships and
               ----------  ---------
vacancies occurring in the Board by reason of death, resignation, retirement,
disqualification or removal, with or without cause, may be filled (i) by the
action of a majority of the directors then in office, though less than a quorum,
or by a sole remaining director, or (ii) by the action of the holders of record
of the majority of the issued and outstanding stock of the Corporation (a)
present in person or by proxy at a meeting of holders of such stock and entitled
to vote thereon or (b) by a consent in writing in the manner contemplated in
Section 9 of Article II. The Director so chosen, whether selected to fill a
vacancy or elected to a new directorship, shall hold office until the next
meeting of stockholders at which the election of Directors is in the regular
order of business, and until his successor has been elected and qualifies, or
until he sooner dies, resigns or is removed.

               Section 11. Committees. The Board of Directors may, by
               ----------  ----------
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of a
member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
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 absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, 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. Each committee shall
keep regular minutes and report to the Board of Directors when required.

               Section 12. Compensation of Directors. Directors, as such,
               ----------  -------------------------
shall not receive any stated salary for their services, but, by resolution of
the Board of Directors, a specific sum fixed by the Board plus expenses may be
allowed for attendance at each regular or special meeting of the Board or any
committee thereof, provided, however, that nothing herein contained shall be
                   --------  -------
construed to preclude any Director from serving the Corporation or any parent or
subsidiary corporation thereof in any other capacity and receiving compensation
therefor.

               Section 13. Action Without a Meeting. Any action required or
               ----------  ------------------------
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written

                                       5
<PAGE>

consent thereto is signed by all members of the Board, and such written consent
is filed with the minutes or proceedings of the Board.

               Section 14. Telephonic Participation in Meetings. Members of
               ----------  ------------------------------------
the Board of Directors may participate in a meeting of the Board 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
shall constitute presence in person at such meeting.


                                  ARTICLE IV

                                   OFFICERS
                                   --------

               Section 1. Principal Officers. The Board of Directors shall
               ---------  ------------------
elect a President, a Secretary and a Treasurer, and may in addition elect one or
more Vice Presidents and such other officers as it deems fit; the President, the
Secretary, the Treasurer, and the Vice Presidents (if any) being the principal
officers of the Corporation. One person may hold, and perform the duties of, any
two or more of said offices.

               Section 2. Election and Term of Office. The principal officers
               ---------  ---------------------------
of the Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof. Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.

               Section 3. Other Officers. In addition, the Board of Directors
               ---------  --------------
may elect such other officers as they deem fit. Any such other officers chosen
by the Board of Directors shall be subordinate officers and shall hold office
for such period, have such authority and perform such duties as the Board of
Directors or the President from time to time determine.

               Section 4. Removal. Any officer may be removed, either with or
               ---------  -------
without cause, at any time, by resolution adopted by the Board of Directors at
any regular meeting of the Board, or at any special meeting of the Board called
for that purpose, at which a quorum is present.

               Section 5. Resignations. Any officer may resign at any time by
               ---------  ------------
giving written notice to the President, the Secretary or the Board of Directors.
Any such resignation shall take effect upon receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

               Section 6. Vacancies. A vacancy in any office may be filled for
               ---------  ---------
the unexpired portion of the term in the manner prescribed in these By-laws for
election or appointment to such office for such term.

               Section 7. Chairman of the Board. The Chairman of the Board of
               ---------  ---------------------
Directors, if one has been elected, shall preside if present at all meetings of
the Board of Directors, and he shall have and perform such other duties as from
time to time may be assigned to him by the Board of Directors.

                                       6
<PAGE>

               Section 8. President. The President shall be the chief
               ---------  ---------
executive officer of the Corporation and shall have the general powers and
duties of supervision and management usually vested in the office of president
of a corporation. He shall preside at all meetings of the stockholders if
present thereat, and at all meetings of the Board of Directors, and shall have
general supervision, direction and control of the operations and business
activities of the Corporation through his control and supervision of the
President of the Corporation. Except as the Board of Directors shall authorize
the execution thereof in some other manner, he shall execute bonds, mortgages,
and other contracts on behalf of the Corporation, and shall cause the seal to be
affixed to any instrument requiring it and when so affixed the seal shall be
attested by the signature of the Secretary or the Treasurer.

               Section 9. Vice President. Each Vice President, if any have
               ---------  --------------
been elected, shall have such powers and shall perform such duties as shall be
assigned to him by the President or the Board of Directors.

               Section 10. Treasurer. The Treasurer shall have charge and
               ----------  ---------
custody of, and be responsible for, all funds and securities of the Corporation.
He shall exhibit at all reasonable times his books of account and records to any
of the Directors of the Corporation upon application during business hours at
the office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; he shall receive, and give receipt for,
moneys due and payable to the Corporation from any source whatsoever; in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful discharge of his duties as the Board of Directors may require.

               Section 11. Secretary. The Secretary, if present, shall act as
               ----------  ---------
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are properly kept and filed; and in general he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

               Section 12. Salaries. The salaries of the principal officers
               ----------  --------
shall be fixed from time to time by the Board of Directors or, if one has been
established, the Compensation Committee of the Board of Directors, and the
salaries of any other officers may be fixed by the President.

                                   ARTICLE V

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

                                       7
<PAGE>

               Section 1. Right of Indemnification. Every person now or
               ---------  ------------------------
hereafter serving as a Director or officer of the Corporation and every such
Director or officer serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Corporation in accordance
with and to the fullest extent permitted by law for the defense of, or in
connection with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.

               Section 2. Expenses. Expenses (including attorneys' fees)
               ---------  --------
incurred in defending a civil, criminal, administrative, or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article V.

               Section 3. Other Rights of Indemnification. The right of
               ---------  -------------------------------
indemnification herein provided shall not be deemed exclusive of any other
rights to which any such Director or officer may now or hereafter be entitled
under any provision of the Corporation's Certificate of Incorporation or any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his 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 a Director or officer and shall inure to the benefit of the heirs, executors
and administrators of such person.

                                       8
<PAGE>

                                  ARTICLE VI

                           SHARES AND THEIR TRANSFER

               Section 1. Certificate for Stock. Every stockholder of the
               ---------  ---------------------
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number of shares
of the capital stock of the Corporation owned by him. No certificate shall be
issued for partly paid shares.

               Section 2. Stock Certificate Signature. The certificates for
               ---------  ---------------------------
such stock shall be numbered in the order in which they shall be issued and
shall be signed by the President or any Vice President and by the Secretary or
an Assistant Secretary or the Treasurer of the Corporation, and its seal shall
be affixed thereto. If such certificate is countersigned (1) by a transfer agent
other than the Corporation or its employee, or, (2) by a registrar other than
the Corporation or its employee, the signatures of such officers of the
Corporation may be facsimiles. In case any officer of the Corporation who has
signed, or whose facsimile signature has been placed upon, any such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

               Section 3. Stock Ledger. A record shall be kept by the
               ---------  ------------
Secretary or by any other officer, employee or agent designated by the Board of
Directors of the name of each person, firm or corporation holding capital stock
of the Corporation, the number of shares represented by, and the respective
dates of, each certificate for such capital stock, and in case of cancellation
of any such certificate, the respective dates of cancellation.

               Section 4. Cancellation. Every certificate surrendered to the
               ---------  ------------
Corporation for exchange or registration of transfer shall be canceled, and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except,
subject to Section 7 of this Article VI, in cases provided for by applicable
law.

               Section 5. Registrations of Transfers of Stock. Registrations
               ---------  -----------------------------------
of transfers of shares of the capital stock of the Corporation shall be made on
the books of the Corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation or with a transfer clerk or a transfer agent
appointed as in Section 6 of this Article VI provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation, provided, however, that whenever any transfer of shares shall
                 --------  -------
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer if, when the certificates are presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

               Section 6. Regulations. The Board of Directors may make such
               ---------  -----------
rules and regulations as it may deem expedient, not inconsistent with the
Articles of Incorporation or these By-laws, concerning the issue, transfer and
registration of certificates for shares of the stock of

                                       9
<PAGE>

the Corporation. It may appoint, or authorize any principal officer or officers
to appoint, one or more transfer clerks or one or more transfer agents and one
or more registrars, and may require all certificates of stock to bear the
signature or signatures of any of them.

               Section 7. Lost, Stolen, Destroyed or Mutilated Certificates.
               --------   -------------------------------------------------
Before any certificates for stock of the Corporation shall be issued in exchange
for certificates which shall become mutilated or shall be lost, stolen or
destroyed, proper evidence of such loss, theft, mutilation or destruction shall
be procured for the Board of Directors, if it so requires.

               Section 8. Record Dates. For the purpose of determining the
               ---------  ------------
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a date as a
record date for any such determination of stockholders. Such record date shall
not be more than sixty or less than twenty days before the date of such meeting,
or more than sixty days prior to any other action.


                                  ARTICLE VII

                           MISCELLANEOUS PROVISIONS

               Section 1. Corporate Seal. The Board of Directors shall
               ---------  --------------
provide a corporate seal, which shall be in such form as the Board of Directors
may decide. The Secretary shall be the custodian of the seal. The Board of
Directors may authorize a duplicate seal to be kept and used by any other
officer.

               Section 2. Voting of Stocks Owned by the Corporation. The
               ---------  -----------------------------------------
Board of Directors may authorize any person on behalf of the Corporation to
attend, vote and grant proxies to be used at any meeting of stockholders of any
corporation (except the Corporation) in which the Corporation may hold stock.

               Section 3. Dividends. Subject to the provisions of the
               ---------  ---------
Articles of Incorporation, the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital stock of the Corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the Board of Directors shall deem conducive to the interests of the Corporation.

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<PAGE>

                                 ARTICLE VIII

                                  AMENDMENTS

               These By-laws of the Corporation may be altered, amended or
repealed by the Board of Directors at any regular or special meeting of the
Board of Directors or by the affirmative vote of the holders of record of a
majority of the issued and outstanding stock of the Corporation (i) present in
person or by proxy at a meeting of holders of such stock and entitled to vote
thereon or (ii) by a consent in writing in the manner contemplated in Section 9
of Article II, provided, however, that notice of the proposed alteration,
               --------  -------
amendment or repeal is contained in the notice of such meeting. By-laws, whether
made or altered by the stockholders or by the Board of Directors, shall be
subject to alteration or repeal by the stockholders as in this Article VIII
above provided.

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