<PAGE>


                                                                     Exhibit 3.2





                          AMENDED AND RESTATED BYLAWS


                                      OF


                           SYNERCOM TECHNOLOGY, INC.



                            A Delaware Corporation










                               Date of Adoption:


<PAGE>

                          AMENDED AND RESTATED BYLAWS

                               Table of Contents

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
Article I.     Offices
               -------

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

Article II.    Stockholders
               ------------

        Section  1.  Place of Meetings............................................     1
        Section  2.  Quorum; Adjournment of Meetings..............................     1
        Section  3.  Annual Meetings..............................................     2
        Section  4.  Special Meetings.............................................     2
        Section  5.  Record Date..................................................     2
        Section  6.  Notice of Meetings...........................................     3
        Section  7.  Stock List...................................................     3
        Section  8.  Proxies......................................................     3
        Section  9.  Voting; Elections; Inspectors................................     4
        Section 10.  Conduct of Meetings..........................................     5
        Section 11.  Treasury Stock...............................................     5
        Section 12.  Action Without Meeting.......................................     5

Article III.   Board of Directors
               ------------------

        Section  1.  Power; Number; Term of Office................................     6
        Section  2.  Quorum.......................................................     6
        Section  3.  Place of Meetings; Order of Business.........................     6
        Section  4.  First Meeting................................................     6
        Section  5.  Regular Meetings.............................................     7
        Section  6.  Special Meetings.............................................     7
        Section  7.  Removal......................................................     7
        Section  8.  Vacancies; Increases in the Number of Directors..............     7
        Section  9.  Compensation.................................................     7
        Section 10.  Action Without a Meeting; Telephone Conference Meeting.......     7
        Section 11.  Approval or Ratification of Acts or Contracts by
                     Stockholders.................................................     8

Article IV.    Committees
               ----------

        Section  1.  Designation: Powers..........................................     8
        Section  2.  Procedure; Meetings; Quorum..................................     9
        Section  3.  Substitution of Members......................................     9
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
Article V.     Officers
               --------

        Section  1.  Number, Titles and Term of Office..........................      9
        Section  2.  Salaries...................................................     10
        Section  3.  Removal....................................................     10
        Section  4.  Vacancies..................................................     10
        Section  5.  Powers and Duties of the Chief Executive Officer...........     10
        Section  6.  Powers and Duties of the Chairman of the Board.............     10
        Section  7.  Powers and Duties of the President.........................     10
        Section  8.  Vice Presidents............................................     10
        Section  9.  Treasurer..................................................     11
        Section 10.  Assistant Treasurers.......................................     11
        Section 11.  Secretary..................................................     11
        Section 12.  Assistant Secretaries......................................     11
        Section 13.  Action with Respect to Securities of Other Corporations....     11

Article VI.    Indemnification of Directors, Officers, Employees and Agents
               ------------------------------------------------------------

        Section  1.  Right to Indemnification...................................     12
        Section  2.  Indemnification of Employees and Agents....................     13
        Section  3.  Right of Claimant to Bring Suit............................     13
        Section  4.  Nonexclusivity of Rights...................................     13
        Section  5.  Insurance..................................................     13
        Section  6.  Savings Clause.............................................     14
        Section  7.  Definitions................................................     14

Article VII.   Capital Stock
               -------------

        Section  1.  Certificates of Stock......................................     14
        Section  2.  Transfer of Shares.........................................     15
        Section  3.  Ownership of Shares........................................     15
        Section  4.  Regulations Regarding Certificates.........................     15
        Section  5.  Lost or Destroyed Certificates.............................     15

Article VIII.  Miscellaneous Provisions
               ------------------------

        Section  1.  Fiscal Year................................................     15
        Section  2.  Corporate Seal.............................................     16
        Section  3.  Notice and Waiver of Notice................................     16
        Section  4.  Resignations...............................................     16
        Section  5.  Facsimile Signatures.......................................     16
        Section  6.  Reliance upon Books, Reports and Records...................     16

Article IX.    Amendments.......................................................     17
               ----------
</TABLE>

                                     -ii-

<PAGE>

                          AMENDED AND RESTATED BYLAWS

                                      OF

                           SYNERCOM TECHNOLOGY, INC.


                                   Article I

                                    Offices
                                    -------

     Section 1. Registered Office. The registered office of the Corporation
     ---------  -----------------
required by the General Corporation Law of the State of Delaware to be
maintained in the State of Delaware, shall be the registered office named in the
                                                  -----------------
original Certificate of Incorporation of the Corporation, or such other office
as may be designated from time to time by the Board of Directors in the manner
provided by law. Should the Corporation maintain a principal office within the
State of Delaware such registered office need not be identical to such principal
office of the Corporation.

     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

                                 Stockholders
                                 ------------


     Section 1. Place of Meetings. All meetings of the stockholders shall be
     ---------  -----------------
held at the principal office of the Corporation, or at such other place within
or without the State of Delaware as shall be specified or fixed in the notices
or waivers of notice thereof.

     Section 2. Quorum; Adjournment of Meetings. Unless otherwise required by
     ---------  -------------------------------
law or provided in the Certificate of Incorporation or these bylaws, 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 any
meeting of stockholders for the transaction of business and the act of a
majority of such stock so represented at any meeting of stockholders at which a
quorum is present shall constitute the act of the meeting of stockholders. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.






<PAGE>

     Notwithstanding the other provisions of the Certificate of Incorporation or
these bylaws, the chairman of the meeting or the holders of a majority of the
issued and outstanding stock, present in person or represented by proxy, at any
meeting of stockholders, whether or not a quorum is present, shall have the
power to adjourn such meeting from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the
adjourned meeting.  If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such meeting.  At such 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 called.

     Section 3.  Annual Meetings.  An annual meeting of the stockholders, for
     ---------   ---------------
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, within or without the State of Delaware, on such
date, and at such time as the Board of Directors shall fix and set forth in the
notice of the meeting, which date shall be within thirteen (13) months
subsequent to the later of the date of incorporation or the last annual meeting
of stockholders.

     Section 4.  Special Meetings.  Unless otherwise provided in the Certificate
     ---------   ----------------
of Incorporation, special meetings of the stockholders for any purpose or
purposes may be called at any time by the Chairman of the Board (if any), by the
President or by a majority of the Board of Directors, or by a majority of the
executive committee (if any), and shall be called by the Chairman of the Board
(if any), by the President or the Secretary upon the written request therefor,
stating the purpose or purposes of the meeting, delivered to such officer,
signed by the holder(s) of at least ten percent (10%) of the issued and
outstanding stock entitled to vote at such meeting.

     Section 5.  Record Date.  For the purpose of determining stockholders
     ---------   -----------
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, 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 of the Corporation
may fix, in advance, a date as the record date for any such determination of
stockholders, which date shall not be more than sixty (60) days nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.

     If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice
of or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if in accordance with Article
VIII, Section 3 of these bylaws notice is waived, at the close of business on
the day next preceding the day on which the

                                      -2-
<PAGE>

meeting is held.  If, in accordance with Section 12 of this Article II,
corporate action without a meeting of stockholders is to be taken, the record
date for determining stockholders entitled to express consent to such corporate
action in writing, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed.  The record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 6.  Notice of Meetings.  Written notice of the place, date and hour
     ---------   ------------------
of all meetings, and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by or at the direction of the
Chairman of the Board (if any) or the President, the Secretary or the other
person(s) calling the meeting to each stockholder entitled to vote thereat not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
 Such notice may be delivered either personally or by mail. 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.  Stock List.  A complete list of stockholders entitled to vote
     ---------   ----------
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in the name of such stockholder, shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
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 stock list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

     Section 8.  Proxies.  Each stockholder entitled to vote at a meeting of
     ---------   -------
stockholders or to express consent or dissent to a corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy.  Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting.  All proxies
shall be received and taken charge of and all ballots shall be received and
canvassed by the secretary of the meeting who shall decide all questions
touching upon qualification of voters, the validity of the proxies, and the
acceptance or rejection of votes, unless an inspector or inspectors shall have
been appointed by the chairman of the meeting, in which event such inspector or
inspectors shall decide all such questions.

                                      -3-
<PAGE>

     No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.

     Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents thereby conferred, or if
only one be present, then such powers may be exercised by that one; or, if an
even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of
the same portion of the shares as he is of the proxies representing such shares.

     Section 9. Voting; Elections; Inspectors. Unless otherwise required by law
     ---------  -----------------------------
or provided in the Certificate of Incorporation, each stockholder shall have one
vote for each share of stock entitled to vote which is registered in his name
on the record date for the meeting. Shares registered in the name of another
corporation, domestic or foreign, may be voted by such officer, agent or proxy
as the bylaw (or comparable instrument) of such corporation may prescribe, or in
the absence of such provision, as the Board of Directors (or comparable body) of
such corporation may determine. Shares registered in the name of a deceased
person may be voted by his executor or administrator, either in person or by
proxy.

     All voting, except as required by the Certificate of Incorporation or where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by stockholders holding a majority of the issued and
outstanding stock present in person or by proxy at any meeting a stock vote
shall be taken. Every stock vote shall be taken by written ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
All elections of directors shall be by ballot, unless otherwise provided in the
Certificate of Incorporation.

     At any meeting at which a vote is taken by ballots, the chairman of the
meeting may appoint one or more inspectors, each of whom shall subscribe an oath
or affirmation to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. Such
inspector shall receive the ballots, count the votes and make and sign a
certificate of the result thereof. The chairman of the meeting may appoint any
person to serve as inspector, except no candidate for the office of director
shall be appointed as an inspector.

     Unless otherwise provided in the Certificate of Incorporation, cumulative
voting for the election of directors shall be prohibited.

                                      -4-
<PAGE>

     Section 10. Conduct of Meetings. The meetings of the stockholders shall be
     ----------  -------------------
presided over by the Chairman of the Board (if any) or by the President, or if
neither the Chairman of the Board (if any) nor President is present, by a
chairman elected at the meeting. The Secretary of the Corporation, if present,
shall act as secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor an Assistant Secretary is
present, then a secretary shall be appointed by the chairman of the meeting. The
chairman of any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him in order. Unless the
chairman of the meeting of stockholders shall otherwise determine, the order of
business shall be as follows:

     (a)  Calling of meeting to order.
     (b)  Election of a chairman and the appointment of a secretary if
          necessary.
     (c)  Presentation of proof of the due calling of the meeting.
     (d)  Presentation and examination of proxies and determination of a quorum.
     (e)  Reading and settlement of the minutes of the previous meeting.
     (f)  Reports of officers and committees.
     (g)  The election of directors if an annual meeting, or a meeting called
          for that purpose.
     (h)  Unfinished business.
     (i)  New business.
     (j)  Adjournment.

     Section 11. Treasury Stock. The Corporation shall not vote, directly or
     ----------  --------------
indirectly, shares of its own stock owned by it and such shares shall not be
counted for quorum purposes.

     Section 12. Action Without Meeting. Unless otherwise provided in the
     ----------  ----------------------
Certificate of Incorporation, any action permitted or required by law, the
Certificate of Incorporation or these bylaws to be taken at a 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 a unanimous written consent shall be given by the Secretary to those
stockholders who have not consented in writing.

                                      -5-


<PAGE>

                                  Article III

                              Board of Directors
                              ------------------

     Section 1. Power; Number; Term of Office.  The business and affairs of the
     ---------- -----------------------------
Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the Certificate of
Incorporation, they may exercise all the powers of the Corporation.

     The number of directors which shall constitute the whole Board of
Directors, shall be determined from time to time by resolution of the Board of
Directors (provided that no decrease in the number of directors which would have
the effect of shortening the term of an incumbent director may be made by the
Board of Directors). If the Board of Directors makes no such determination, the
number of directors shall be the number set forth in the Certificate of
Incorporation. Each director shall hold office for the term for which he is
elected, and until his successor shall have been elected and qualified or until
his earlier death, resignation or removal.

     Unless otherwise provided in the Certificatem of Incorporation, directors
need not be stockholders nor residents of the State of Delaware.

     Section 2. Quorum. Unless otherwise provided in the Certificate of
     ---------- ------
Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business of the Board of Directors and the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

     Section 3. Place of Meetings; Order of Business. The directors may hold
     ---------- ------------------------------------
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the State of Delaware, as the Board of Directors may from time to time determine
by resolution. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the
Chairman of the Board (if any), or in his absence by the President, or by
resolution of the Board of Directors.

     Section 4. First Meeting. Each newly elected Board of Directors may hold
     ---------- -------------
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of stockholders, the
Board of Directors shall proceed to the election of the officers of the
Corporation.

                                      -6-













<PAGE>

     Section 5.  Regular Meetings.  Regular meetings of the Board of Directors
     ---------   ----------------
shall be held at such times and places as shall be designated from time to time
by resolution of the Board of Directors. Notice of such regular meetings shall
not be required.

     Section 6.  Special Meetings.  Special meetings of the Board of Directors
     ---------   ----------------
may be called by the Chairman of the Board (if any), the President or, on the
written request of any two directors, by the Secretary, in each case on at least
twenty-four (24) hours personal, written, telegraphic, cable or wireless notice
to each director. Such notice, or any waiver thereof pursuant to Article VIII,
Section 3 hereof, need not state the purpose or purposes of such meeting, except
as may otherwise be required by law or provided for in the Certificate of
Incorporation or these bylaws.

     Section 7.  Removal.  Any director or the entire Board of Directors may be
     ---------   -------
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors; provided that, unless the
Certificate of Incorporation otherwise provides, if the Board of Directors is
classified, then the stockholders may effect such removal only for cause; and
provided further that, if the Certificate of Incorporation expressly grants to
stockholders the right to cumulate votes for the election of directors and if
less than the entire board is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect him if
then cumulatively voted at an election of the entire Board of Directors, or, if
there be classes of directors, at an election of the class of directors of which
such director is a part.

     Section 8.  Vacancies; Increases in the Number of Directors.  Unless
     ---------   -----------------------------------------------
otherwise provided in the Certificate of Incorporation, vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or a sole remaining director; and any director so chosen
shall hold office until the next annual election and until his successor shall
be duly elected and shall qualify, unless sooner displaced.

     If the directors of the Corporation are divided into classes, any directors
elected to fill vacancies or newly created directorships shall hold office until
the next election of the class for which such directors shall have been chosen,
and until their successors shall be duly elected and shall qualify.

     Section 9.  Compensation.  Unless otherwise restricted by the Certificate
     ---------   ------------
of Incorporation, the Board of Directors shall have the authority to fix the
compensation of directors.

     Section 10. Action Without a Meeting; Telephone Conference Meeting.  Unless
     ----------  ------------------------------------------------------
otherwise restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors, or any committee
designated by the Board of Directors, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be consent
thereto in writing, and the writing or

                                      -7-
<PAGE>

writings are filed with the minutes of proceedings of the Board of Directors or
committee. Such consent shall have same force and effect as a unanimous vote at
a meeting, and may be stated as such in any document or instrument filed with
the Secretary of State of Delaware.

     Unless otherwise restricted by the Certificate of Incorporation, subject to
the requirement for notice of meetings, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in a meeting of such Board of Directors or committee, as the case may be, by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participate in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

     Section 11. Approval or Ratification of Acts or Contracts by Stockholders.
     ----------  -------------------------------------------------------------
The Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the stockholders, or at any
special meeting of the stockholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the stockholders holding a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present), shall be
as valid and as binding upon the Corporation and upon all the stockholders as if
it has been approved or ratified by every stockholder of the Corporation. In
addition, any such act or contract may be approved or ratified by the written
consent of stockholders holding a majority of the issued and outstanding shares
of capital stock of the Corporation entitled to vote and such consent shall be
as valid and as binding upon the Corporation and upon all the stockholders as if
it had been approved or ratified by every stockholder of the Corporation.


                                  Article IV

                                  Committees
                                  ----------

     Section 1. Designation; Powers. The Board of Directors may, by resolution
     ---------  -------------------
passed by a majority of the whole board, designated one or more committees,
including, if they shall so determine, an executive committee, each such
committee to consist of one or more of the directors of the Corporation. Any
such designated committee shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation as may be provided in such resolution, except that no
such committee shall have the power or authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease


                                      -8-
<PAGE>

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 of the Corporation, or amending, altering or
repealing the bylaws or adopting new bylaws for the Corporation and, unless such
resolution or the Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Any such designated committee may authorize the
seal of the Corporation to be affixed to all papers which may require it. In
addition to the above such committee or committees shall have such other powers
and limitations of authority as may be determined from time to time by
resolution adopted by the Board of Directors.

     Section 2. Procedure; Meetings; Quorum.  Any committee designated pursuant
     ---------- ---------------------------
to Section 1 of this Article shall choose its own chairman, shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
requested, shall fix its own rules or procedures, and shall meet at such times
and at such place or places as may be provided by such rules, or by resolution
of such committee or resolution of the Board of Directors.  At every meeting of
any such committee, the presence of a majority of all the members thereof shall
constitute a quorum and the affirmative vote of a majority of the members
present shall be necessary for the adoption by it of any resolution.

     Section 3. Substitution of Members.  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, the member or members present at
any meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member.

                                   Article V

                                   Officers
                                   --------

     Section 1. Number, Titles and Term of Office. The officers of the
     ---------- ---------------------------------
Corporation shall be a President, one or more Vice Presidents (any one or more
of whom may be designated Executive Vice President or Senior Vice President), a
Treasurer, a Secretary and, if the Board of Directors so elects, a Chairman of
the Board and such other officers as the Board of Directors may from time to
time elect or appoint. Each officer shall hold office until his successor shall
be duly elected and shall qualify or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.  Any number of
offices may be held by the same person, unless the Certificate of Incorporation
provides otherwise.  Except for the Chairman of the Board, if any, no officer
need be a

                                      -9-







<PAGE>

     Section 2. Salaries. The salaries or other compensation of the officers
     ---------- --------
and agents of the Corporation shall be fixed from time to time by the Board of
Directors.

     Section 3. Removal. Any officer or agent elected or appointed by the Board
     ---------- -------
of Directors may be removed, either with or without cause, by the vote of a
majority of the whole Board of Directors at a special meeting called for the
purpose, or at any regular meeting of the Board of Directors, provided the
notice for such meeting shall specify that the matter of any such proposed
removal will be considered at the meeting but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

     Section 4. Vacancies. Any vacancy occurring in any office of the
     ---------- ---------
Corporation may be filled by the Board of Directors.

     Section 5. Powers and Duties of the Chief Executive Officer. The President
     ---------- ------------------------------------------------
shall be the chief executive officer of the Corporation unless the Board of
Directors designates the Chairman of the Board as chief executive officer.
Subject to the control of the Board of Directors and the executive committee (if
any), the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; he may agree upon and execute all leases, contracts, evidences
of indebtedness and other obligations in the name of the Corporation and may
sign all certificates for shares of capital stock of the Corporation; and shall
have such other powers and duties as designated in accordance with these bylaws
and as from time to time may be assigned to him by the Board of Directors.

     Section 6. Powers and Duties of the Chairman of the Board. If elected, the
     ---------- ----------------------------------------------
Chairman of the Board shall preside at all meetings of the stockholder and of
the Board of Directors; and he shall have such other powers and duties as
designated in these bylaws and as from time to time may be assigned to him by
the Board of Directors.

     Section 7. Powers and Duties of the President. Unless the Board of
     ---------- ----------------------------------
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors
otherwise determines, he shall, in the absence of the Chairman of the Board or
if there be no Chairman of the Board, preside at all meetings of the
stockholders and (should he be a director) of the Board of Directors; and he
shall have such other powers and duties as designated in accordance with these
bylaws and as from time to time may be assigned to him by the Board of
Directors.

     Section 8. Vice Presidents. In the absence of the President, or in the
     ---------- ---------------
event of his inability or refusal to act, a Vice President designated by the
Board of Directors shall

                                     -10-










<PAGE>

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. In the
absence of a designation by the Board of Directors of a Vice President to
perform the duties of the President, or in the event of his absence or inability
or refusal to act, the Vice President who is present and who is senior in terms
of time as a Vice President of the Corporation shall so act. 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.   Treasurer. The Treasurer shall have responsibility for the
     ---------    ---------
custody and control of all the funds and securities of the Corporation, and he
shall have such other powers and duties as designated in these bylaws and as
from time to time may be assigned to him by the Board of Directors. He shall
perform all acts incident to the position of Treasurer, subject to the control
of the chief executive officer and the Board of Directors; and he shall, if
required by the Board of Directors, give such bond for the faithful discharge of
his duties in such form as the Board of Directors may require.

     Section 10.  Assistant Treasurers. Each Assistant Treasurer shall have the
     ----------   --------------------
usual powers and duties pertaining to his office, together with such other
powers and duties as designated in these bylaws and as from time to time may be
assigned to him by the chief executive officer or the Board of Directors. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence of inability or refusal to act.

     Section 11.  Secretary. The Secretary shall keep the minutes of all
     ----------   ---------
meetings of the Board of Directors, committees of directors and the
stockholders, in books provided for that purpose; he shall attend to the giving
and serving of all notices; he may in the name of the Corporation affix the seal
of the Corporation to all contracts of the Corporation and attest the affixation
of the seal of the Corporation thereto; he may sign with the other appointed
officers all certificates for shares of capital stock of the Corporation; he
shall have charge of the certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors may direct, all of
which shall at all reasonable times be open to inspection of any director upon
application at the office of the Corporation during business hours; he shall
have such other powers and duties as designated in these bylaws and as from time
to time may be assigned to him by the Board of Directors; and he shall in
general perform all acts incident to the office of Secretary, subject to the
control of the chief executive officer and the Board of Directors.

     Section 12.  Assistant Secretaries. Each Assistant Secretary shall have the
     ----------   ---------------------
usual powers and duties pertaining to his office, together with such other
powers and duties as designated in these bylaws and as from time to time may be
assigned to him by the chief executive officer or the Board of Directors. The
Assistant Secretaries shall exercise the powers of the Secretary during that
officer's absence or inability or refusal to act.

     Section 13.  Action with Respect to Securities of Other Corporations.
     ----------   -------------------------------------------------------
Unless otherwise directed by the Board of Directors, the chief executive officer
shall have power

                                     -11-
<PAGE>

to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of security holders of or with respect to any action of security
holders of any other corporation in which this Corporation may hold securities
and otherwise to exercise any and all rights and powers which this Corporation
may possess by reason of its ownership of securities in such other corporation.

                                  Article VI

                         Indemnification of Directors,
                        Officers, Employees and Agents
                        ------------------------------

     Section 1.  Right to Indemnification. Each person who was or is made a
     ---------   ------------------------
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she or a person
of whom he or she is the legal representative, is or was or has agreed to become
a director or officer of the Corporation or is or was serving or has agreed to
serve at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving or having agreed to
serve as a director or officer, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all expense, liability
and loss (including without limitation, attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the
capacity which initially entitled such person to indemnity hereunder and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking
-------- -------
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
board of directors of the Corporation. The right to indemnification conferred in
this Article VI shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
                                  -------- -------
General Corporation Law requires, the payment of such expenses incurred by a
current, former or proposed director or officer in his or her capacity as a
director or officer or proposed director or officer (and not in any other
capacity in which service was or is or has been agreed to be rendered by such
person while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be

                                      -12
<PAGE>

made only upon delivery to the Corporation of an undertaking, by or on behalf of
such indemnified person, to repay all amounts so advanced if it shall ultimately
be determined that such indemnified person is not entitled to be indemnified
under this Section or otherwise.

     Section 2. Indemnification of Employers and Agents. The Corporation may, by
     ---------  ---------------------------------------
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation, individually or as a group, with the same scope and
effect as the indemnification of directors and officers provided for in this
Article.

     Section 3. Right of Claimant to Bring Suit. If a written claim received by
     ---------  -------------------------------
the Corporation from or on behalf of an indemnified party under this Article VI
is not paid in full by the Corporation within ninety days after such receipt,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including it Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     Section 4. Nonexclusivity of Rights. The right to indemnification and the
     ---------  ------------------------
advancement and payment of expenses conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of
Incorporation of the Corporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     Section 5. Insurance. The Corporation may maintain insurance, at its
     ---------  ---------
expense, to protect itself and any person who is or was serving as a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

                                     -13-
<PAGE>

     Section 6.  Savings Clause.  If this Article VI or any portion hereof shall
     ---------   --------------
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each director and
officer of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated and to the fullest extent
permitted by applicable law.

     Section 7.  Definitions.  For purposes of this Article, reference to the
     ---------   -----------
"Corporation" shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger prior to (or, in the case of any entity specifically
designated in a resolution of the Board of Directors, after) the adoption hereof
and which, if its separate existence had continued, would have had the power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.


                                  Article VII

                                 Capital Stock
                                 -------------

     Section 1.  Certificates of Stock.  The certificates for shares of the
     ---------   ---------------------
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Certificate of Incorporation, as shall be approved
by the Board of Directors.  The Chairman of the Board (if any), President or a
Vice President shall cause to be issued to each stockholder one or more
certificates, under the seal of the Corporation or a facsimile thereof if the
Board of Directors shall have provided for such seal, and signed by the Chairman
of the Board (if any), President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer certifying the
number of shares (and, if the stock of the Corporation shall be divided into
classes or series, the class and series of such shares) owned by such
stockholder in the Corporation; provided, however, that any of or all the
signatures on the certificate may be facsimile.  The stock record books and the
blank stock certificate books shall be kept by the Secretary, or at the office
of such transfer agent or transfer agents as the Board of Directors may from
time to time by resolution determine.  In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature or signatures shall
have been placed upon any such certificate or certificates shall have ceased to
be such officer, transfer agent or

                                     -14-
<PAGE>

registrar before such certificate is issued by the Corporation, such certificate
may nevertheless be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue. The
stock certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued and shall exhibit the holder's name
and number of shares.

     Section 2.   Transfer of Shares. The shares of stock of the Corporation
     ---------    ------------------
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment 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 3.   Ownership of Shares. The Corporation shall be entitled to
     ---------    -------------------
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

     Section 4.   Regulations Regarding Certificates.  The Board of Directors
     ---------    ----------------------------------
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.


     Section 5.   Lost or Destroyed Certificates. The Board of Directors may
     ---------    ------------------------------
determine the conditions upon which a new certificate of stock may be issued in
place of a certificate which is alleged to have been lost, stolen or destroyed;
and may, in their discretion, require the owner of such certificate or his legal
representative to give bond, with sufficient surety, to indemnify the
Corporation and each transfer agent and registrar against any and all losses or
claims which may arise by reason of the issue of a new certificate in the place
of the one so lost, stolen or destroyed.

                                 Article VIII

                           Miscellaneous Provisions
                           ------------------------

     Section 1.   Fiscal Year.  The fiscal year of the Corporation shall be such
     ---------    -----------
as established from time to time by the Board of Directors.

                                     -15-
<PAGE>

     Section 2. Corporate Seal. The Board of Directors may provide a suitable
     ---------  --------------
seal, containing the name of the Corporation. The Secretary shall have charge of
the seal (if any). If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the Treasurer
or by the Assistant Secretary or Assistant Treasurer.

     Section 3. Notice and Waiver of Notice.  Whenever any notice is required to
     ---------  ---------------------------
be given by law, the Certificate of Incorporation or under the provisions of
these bylaws, said notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission or (ii) by deposit of the same in a
post office box in a sealed prepaid wrapper addressed to the person entitled
thereto at his post office address, as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of
such transmission or mailing, as the case may be.

     Whenever notice is required to be given by law, the Certificate of
Incorporation or under any of the provisions of these bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a 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. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or the bylaws.

     Section 4. Resignations. Any director, member of committee or
     ---------  ------------
officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, or if no time be specified, at
the time of its receipt by the chief executive officer or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
expressly so provided in the resignation.

     Section 5. Facsimile Signatures. In addition to the provisions for the use
     ---------  --------------------
of facsimile signatures elsewhere specifically authorized in these bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.

     Section 6. Reliance upon Books, Reports and Records. Each director and each
     ---------  ----------------------------------------
member of any committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Corporation by any of its officers, or
by an independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the Corporation.

                                     -16-





<PAGE>

                                  Article IX

                                  Amendments
                                  ----------

     If provided in the Certificate of Incorporation of the Corporation, the
Board of Directors shall have the power to adopt, amend and repeal from time to
time bylaws of the Corporation, subject to the right of the stockholders
entitled to vote with respect thereto to amend or repeal such bylaws as adopted
or amended by the Board of Directors.

                                     -17-