<PAGE>

                                                                     Exhibit 3.2
                                                                     -----------







                                    RESTATED

                                     BYLAWS

                                       OF

                            STERLING SOFTWARE, INC.

                 (Adopted and effective as of October 22, 1999)

<PAGE>

                               TABLE OF CONTENTS


                                                                       Page

ARTICLE I - OFFICES.....................................................1
     Section 1.  Registered Office......................................1
     Section 2.  Other Offices..........................................1

ARTICLE II - STOCKHOLDERS...............................................1
     Section 1.  Meetings...............................................1
     Section 2.  Annual Meeting; Advance Notice for New Business........1
     Section 3.  List of Stockholders...................................2
     Section 4.  Special Meetings.......................................3
     Section 5.  Notice.................................................5
     Section 6.  Quorum.................................................5
     Section 7.  Voting.................................................5
     Section 8.  Proxy..................................................5

ARTICLE III - BOARD OF DIRECTORS........................................6
     Section 1.  Board of Directors.....................................6
     Section 2.  Number of Directors; Advance Notice for
                  Nomination of Directors...............................6
     Section 3.  Vacancies..............................................7

ARTICLE IV - MEETINGS OF THE BOARD......................................8
     Section 1.  Meetings...............................................8
     Section 2.  Annual Meeting.........................................8
     Section 3.  Regular Meetings.......................................8
     Section 4.  Special Meetings.......................................8
     Section 5.  Quorum.................................................8
     Section 6.  Executive Committee....................................9
     Section 7.  Other Committees.......................................9
     Section 8.  Action by Consent......................................9
     Section 9.  Compensation of Directors..............................9

ARTICLE V - NOTICE OF MEETINGS.........................................10
     Section 1.  Form of Notice........................................10
     Section 2.  Waiver................................................10
     Section 3.  Telephone Meetings....................................10
<PAGE>

ARTICLE VI - OFFICERS..................................................10
     Section 1.  In General............................................10
     Section 2.  Election..............................................10
     Section 3.  Other Officers and Agents.............................10
     Section 4.  Salaries..............................................11
     Section 5.  Term of Office and Removal............................11
     Section 6.  Chairman of the Board.................................11
     Section 7.  Vice Chairman of the Board............................11
     Section 8.  Chief Executive Officer...............................11
     Section 9.  President.............................................11
     Section 10. Vice Presidents.......................................11
     Section 11. Secretary.............................................12
     Section 12. Assistant Secretaries.................................12
     Section 13. Treasurer.............................................12
     Section 14. Assistant Treasurers..................................12
     Section 15. Controller............................................12
     Section 16. Bonding...............................................12

ARTICLE VII - CERTIFICATES OF SHARES...................................13
     Section 1.  Form of Certificates..................................13
     Section 2.  Lost Certificates.....................................13
     Section 3.  Transfer of Shares....................................13
     Section 4.  Registered Stockholders...............................13

ARTICLE VIII - GENERAL PROVISIONS......................................14
     Section 1.  Dividends.............................................14
     Section 2.  Reserves..............................................14
     Section 3.  Fiscal Year...........................................14
     Section 4.  Seal..................................................14
     Section 5.  Annual Statement......................................14
     Section 6.  Checks................................................14

ATTICLE IX - INDEMNITY.................................................14
     Section 1.  Indemnification.......................................14
     Section 2.  Advancement of Expenses...............................15
     Section 3.  Indemnification Additional to Other Rights............15

ARTICLE X - AMENDMENTS.................................................15
     Section 1.  By Stockholders.......................................15
     Section 2.  By the Board of Directors.............................15

<PAGE>

                                   ARTICLE I

                                    OFFICES

    Section 1.  Registered Office.  The initial registered office of the
    ---------   -----------------
corporation shall be at such place as is designated in the Certificate of
Incorporation (herein, as amended from time to time, so called), or thereafter
the registered office may be at such other place as the Board of Directors may
from time to time designate by resolution.

    Section 2.  Other Offices.  The Company 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 Company may require.

                                   ARTICLE II

                                  STOCKHOLDERS

   Section 1.  Meetings.  All meetings of the stockholders for the election of
   ---------   --------
Directors shall be held at the principal office of the corporation, or at such
other place within or without the State of Delaware, as may be fixed from time
to time by the Board of Directors.  Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

   Section 2.  Annual Meeting; Advance Notice for New Business.  An annual
   ---------   -----------------------------------------------
meeting of the stockholders shall be held on such date in each fiscal year of
the corporation as the Board of Directors shall select, at which meeting the
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.  No business may be transacted at
an annual meeting of stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 2.

   In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.

                                      -1-
<PAGE>

   To be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within forty-five (45)
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs.

   To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.  In addition, notwithstanding anything in this Section 2 to the
contrary, a stockholder intending to nominate one or more persons for election
as a Director at an annual or special meeting must comply with Article III,
Section 2 of these Bylaws (herein, as amended from time to time, so called) for
such nomination or nominations to be properly brought before such meeting.

   No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2 shall be deemed to preclude discussion by any
stockholder of any such business.  If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

    Section 3.  List of Stockholders.  At least ten days before each meeting of
    ---------   --------------------
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, shall be prepared by the officer
or agent having charge of the stock transfer books. Such list shall be kept on
file 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 for a period of ten days prior to
such meeting and shall be subject to inspection by any stockholder at any time
during usual business hours.  Such list shall be produced and kept open at the
time and place of the meeting during the whole time thereof, and shall be,
subject to the inspection of any stockholder who may be present.  The Board of

                                      -2-
<PAGE>

Directors may fix in advance a record date for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting, or the Board of Directors may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting.  In the absence of any action by the Board of Directors, the close of
business on the date next preceding the day on which the notice is given shall
be the record date.

     Section 4.  Special Meetings.
     ---------   ----------------

          (a)  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by the General Corporation Law of the
State of Delaware (herein called the "Act"), by the Certificate of Incorporation
or by the Bylaws, may be called by the President or the Board of Directors or
shall be called by the President or Secretary at the request in writing sent by
registered mail of holders entitled to cast at least 20% of the votes which all
stockholders are entitled to cast at the particular meeting.

          (b)  Any stockholders of record requesting the corporation to call a
special meeting of stockholders pursuant to this Section 4 (collectively, the
"Initiating Stockholder") shall deliver or mail by registered mail written
notice of such request to the Secretary of the corporation at its principal
executive offices (the "Notice").  The Notice must contain (i) a brief
description of the business desired to be brought before the special meeting and
the reasons for conducting such business at a special meeting, (ii) the name and
record address of the Initiating Stockholder, (iii) the class or series and
number of shares of capital stock of the corporation which are owned
beneficially or of record by the Initiating Stockholder, (iv) a description of
all arrangements or understandings between the Initiating Stockholder and any
other person or persons (including their names) in connection with the calling
of a special meeting or the proposal of such business at a special meeting by
the Initiating Stockholder and any material interest of the Initiating
Stockholder in such special meeting or such business, and (v) a representation
that the Initiating Stockholder intends to appear in person or by proxy at the
special meeting to bring such business before the meeting.  The purposes of a
special meeting shall be stated in the order therefor, and the business
transacted at such special meeting shall be confined to such purposes.

          (c)  If the Initiating Stockholder owns of record shares of the
corporation entitled to cast at least 20% of the votes that all stockholders are
entitled to cast at the particular meeting (the "Requisite Shares"), the
corporation shall be required to call the special meeting of stockholders
requested by the Initiating Stockholder in accordance with the provisions of
this Section 4.

          (d)  If the Initiating Stockholder does not own of record the
Requisite Shares, the provisions of this subsection (d) shall apply.  Within 10
days after the Secretary's receipt of the Notice from the Initiating Stockholder
containing all the information required by subsection (b) of this Section 4, the
Board of Directors shall fix a record date for determining the stockholders of
record entitled to join in the request for the calling of the special meeting of
stockholders.  The corporation shall give prompt written notice of the fixing of
the record date to the Initiating Stockholder.  If such record date is not fixed
within such 10 day period, the record date shall be

                                      -3-
<PAGE>

the close of business on the date next preceding the day on which the Initiating
Stockholder requests in writing that a record date be set. If stockholders of
record on the record date purporting to own of record the Requisite Shares
deliver or mail written requests to the Secretary of the corporation at its
principal executive offices that the corporation call the special meeting, the
corporation shall promptly appoint an inspector to perform a ministerial review
of, and render a report to the corporation and the Initiating Stockholder
concerning, the validity of such requests and any revocations thereof. The
inspector will be instructed to perform such review and render such report
promptly. The corporation shall not be required to call the special meeting
until the inspector has rendered such report and certified in writing to the
corporation and the Initiating Stockholder that valid, unrevoked requests for
the calling of the special meeting were received from stockholders of record on
the record date owning of record on such date the Requisite Shares. Nothing
contained in this subsection (d) shall be construed to mean or imply that the
Board of Directors or any stockholder shall not be entitled to contest the
validity of any written request or revocation thereof, whether before or after
certification by the inspector, through court proceedings or otherwise. Any
dispute as to whether or not the corporation is required to call the special
meeting of stockholders will be resolved through appropriate court proceedings,
in which the corporation will request the court to resolve the dispute as
expeditiously as possible.

          (e)  Notwithstanding any other provision of these Bylaws, no written
request to call a special meeting of stockholders shall be effective unless,
within 60 days after the record date fixed pursuant to subsection (d) of this
Section 4, the corporation has received such written requests from stockholders
of record on such record date owning on such date the Requisite Shares.

          (f)  The record date for determining the stockholders of record
entitled to vote at a special meeting called pursuant to this Section 4 shall be
fixed by the Board of Directors within 10 days after it is determined that the
corporation is required to call such meeting in accordance with the provisions
of this Section 4.  Written notice of such record date shall be sent promptly to
the Initiating Stockholder and the meeting shall be held on such date as shall
be determined by the Board of Directors in its sole discretion, which shall be
not less than ninety (90) nor more than one hundred twenty (120) days after the
date on which (i) a satisfactory request for a special meeting is made by an
Initiating Stockholder pursuant to subsection (c) of this Section 4 or (ii) a
determination is made pursuant to subsection (d) of this Section 4 that
sufficient written consents requesting a special meeting have been received by
the inspector.  If such record date is not fixed within such 10 day period, the
record date shall be the close of business on the tenth day following the day on
which it is determined that the corporation is required to call such special
meeting.

          (g)  The business to be conducted at a special meeting called pursuant
to this Section 4 shall be limited to the business set forth in the Notice and
such other business or proposals as the Board of Directors shall determine and
shall be set forth in the notice of meeting.  The Board of Directors or the
Chairman of the Board of Directors may determine rules and procedures for the
conduct of the special meeting.

                                      -4-
<PAGE>

    Section 5.  Notice.  Written or printed notice stating the place, day and
    ---------   ------
hour of any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each stockholder of record
entitled to vote at the meeting.

    Section 6.  Quorum.  At all meetings of the stockholders, the presence in
    ---------   ------
person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business except as otherwise provided by the
Act, by the Certificate of Incorporation or by these Bylaws.  If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  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 notified.

    Section 7.  Voting.  When a quorum is present at any meeting, the vote of
    ---------   ------
the holders of a majority of the shares having voting power present in person or
represented by proxy at such meeting shall decide any questions brought before
such meeting, unless the question is one upon which, by express provision of the
Act or of the Certificate of Incorporation or of these Bylaws, a different vote
is required, in which case such express provision shall govern and control the
decision of such question.  Election of Directors at an annual or special
meeting shall be by plurality vote, i.e., the person or persons receiving the
greatest number of votes cast shall be duly elected to the directorship or
directorships being filled at such meeting.  The stockholders present in person
or by proxy at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

    Section 8.  Proxy.  Each outstanding share, regardless of class, shall be
    ---------   -----
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Certificate of Incorporation.  At
any meeting of the stockholders, every stockholder having the right to vote
shall be entitled to vote in person, or by proxy appointed or authorized in any
manner permitted or not prohibited by the Act.  No such proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.  Such proxy shall be filed with the Secretary of the corporation
prior to or at the time of the meeting.

   A duly executed proxy shall be irrevocable if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power.  A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the corporation
generally.

                                      -5-
<PAGE>

                                  ARTICLE III

                               BOARD OF DIRECTORS

    Section 1.  Board of Directors.  The business and affairs of the corporation
    ---------   ------------------
shall be managed by its Board of Directors who may exercise all such powers of
the corporation and do all such lawful acts and things as are not by the Act or
by the Certificate of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.

    Section 2.  Number of Directors; Advance Notice for Nomination of Directors.
    ---------   ---------------------------------------------------------------
Except as otherwise provided in the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of Directors shall be fixed
by resolution of the Board of Directors from time to time, none of whom need be
stockholders or residents of the State of Delaware.  The Directors, other than
those who may be elected by the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as determined by the Board
of Directors, one class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1988, another class to hold office
initially for a term expiring at the annual meeting of stockholders to be held
in 1989, and another class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1990, with members of each class to
hold office until their successors are elected and qualified.  At each annual
meeting of the stockholders of the corporation, the successors to the class of
Directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election.

    Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors of the corporation, except as may be
otherwise provided in the Certificate of Incorporation with respect to the right
of holders of preferred stock of the corporation to nominate and elect a
specified number of directors in certain circumstances.  Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.

    In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the corporation.

                                      -6-
<PAGE>

    To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the corporation (a)
in the case of an annual meeting, not less ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called or a date
that is not within forty-five (45) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs; and (b) in the case
of a special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs.

    To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nominations are to be made by such stockholder, (iv) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder.  Such notice must be accompanied
by a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

    No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section 2.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

    Section 3.  Vacancies.  Any Director may be removed for cause, at any
    ---------   ----------
special or annual meeting of stockholders by the affirmative vote of a majority
in number of shares of the stockholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director.  Newly created
directorships resulting from any increase in the authorized

                                      -7-
<PAGE>

number of directors and any vacancies occurring in the Board of Directors caused
by death, resignation, retirement, disqualification or removal from office of
any Directors or otherwise, may be filled by the vote of a majority of the
Directors then in office, though less than a quorum. Any Director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been elected and qualified.

                                   ARTICLE IV

                             MEETINGS OF THE BOARD

    Section 1.  Meetings.  The Directors of the corporation may hold their
    ---------   --------
meetings, both regular and special, at such times and places as are fixed from
time to time by resolution of the Board of Directors.

    Section 2.  Annual Meeting.  The first meeting of each newly elected Board
    ---------   --------------
of Directors shall be held without further notice immediately following the
annual meeting of stockholders, and at the same place, unless by unanimous
consent of the Directors then elected and serving such time or place shall be
changed.

    Section 3.  Regular Meetings.  Regular meetings of the Board of Directors
    ---------   ----------------
may be held without notice at such time and place as shall from time to time be
determined by resolution of the Board.

   Section 4.  Special Meetings.  Special meetings of the Board of Directors may
   ---------   ----------------
be called by the Chairman of the Board, the President or by a majority of the
Directors in office.  The purpose of any special meeting shall be specified in
the notice or any waiver of notice.  Each notice of a meeting of the Board of
Directors may be delivered personally or by telephone to a Director not later
than the day before the day on which the meeting is to be held; sent to a
Director at his residence or usual place of business, or at any other place of
which he will have notified the corporation, by telegram, telex, cable,
wireless, facsimile or similar means at least 24 hours before the time at which
the meeting is to be held; or posted to him at such place by prepaid first class
or air mail, as appropriate, at least three days before the day on which the
meeting is to be held.  Notice of a meeting of the Board of Directors need not
be given to any Director who submits a signed waiver of notice, whether before
or after the meeting, or who attends the meeting without protesting, prior to or
at its commencement, the lack of notice to him.

   Section 5.  Quorum.  At all meetings of the Board of Directors the presence
   ---------   ------
of a majority of the number of Directors then constituting the Board of
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of at least a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by the
Act or by the Certificate of Incorporation or by these Bylaws.  If a quorum
shall not be present at

                                      -8-
<PAGE>

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

   Section 6.    Executive Committee.  The Board of Directors may, by resolution
   ---------     -------------------
passed by a majority of the whole Board, designate an Executive Committee, to
consist of two or more Directors of the corporation, one of whom shall be
designated as chairman, who shall preside at all meetings of such Committee.
The Executive Committee shall have and may exercise all of the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; provided, however, that the
Executive Committee shall not have power or authority in reference to (i)
approving or adopting, or recommending to the stockholders, any action or matter
expressly required by the Act to be submitted to stockholders for approval, or
(ii) adopting, amending or repealing any bylaw of the corporation.  The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required.  Any member of the Executive
Committee may be removed, for or without cause, by the affirmative vote of a
majority of the whole Board of Directors.  If any vacancy or vacancies occur in
the Executive Committee caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy shall be filled
by the affirmative vote of a majority of the whole Board of Directors.

     Section 7.  Other Committees.  The Board of Directors may, by resolution
     ---------   ----------------
passed by a majority of the whole Board, designate other committees, each
committee to consist of two or more Directors of the corporation, which
committees shall have such power and authority and shall perform such functions
as may be provided in such resolution.  Such committee or committees shall have
such name or names as may be designated by the Board and shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

   Section 8.  Action by Consent.  Any action required or permitted to be taken
   ---------   -----------------
at any meeting of the Board of Directors, the Executive Committee or any other
committee of the Board of Directors, may be taken without such a meeting if a
consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors or the Executive Committee or such other
committee, as the case may be and the writing or writings are filed with the
minutes of proceedings of the Board or Committee.

   Section 9.  Compensation of Directors.  Directors, as such, shall not receive
   ---------   -------------------------
any stated salary for their services, but may receive such compensation and
reimbursements as may be determined from time to time by resolution of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.

                                      -9-
<PAGE>

                                   ARTICLE V

                               NOTICE OF MEETINGS

   Section 1.  Form of Notice.  Whenever under the provisions of the Act or of
   ---------   --------------
the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any Director or stockholder, and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal notice, but
any such notice may be given in writing, by mail, postage prepaid, addressed to
such Director or stockholder at such address as appears on the books of the
corporation.  Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same be thus deposited in the United
States mail as aforesaid.

   Section 2.   Waiver.  Whenever any written notice is required to be given to
   ---------    ------
any stockholder or Director of the corporation, under the provisions of the Act
or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated in such notice, shall be deemed equivalent to the
giving of such notice.

   Section 3.   Telephone Meetings.  Stockholders, members of the Board of
   ---------    ------------------
Directors or members of any committee designated by the Board of Directors may
participate in and hold meetings of such stockholders, Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.

                                   ARTICLE VI

                                    OFFICERS

   Section 1.  In General.  The officers of the corporation shall be elected by
   ---------   ----------
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer.  The Board of Directors may also elect a Chairman of the Board,
Vice Chairman of the Board, additional Vice Presidents, Assistant Vice
Presidents, a Controller, and one or more Assistant Secretaries and Assistant
Treasurers.  Any two or more offices may be held by the same person.

    Section 2.   Election.  The Board of Directors shall annually elect officers
    ---------    --------
and shall, by resolution, designate one of such officers to be the Chief
Executive Officer of the corporation.  None of such officers need be a member of
the Board of Directors.

    Section 3.   Other Officers and Agents.  The Board of Directors may also
    ---------    -------------------------
elect and appoint such other officers and agents as it shall deem necessary, who
shall be elected and appointed for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.

                                     -10-
<PAGE>

   Section 4.   Salaries.  The salaries of all officers and agents of the
   ---------    --------
corporation shall be fixed by the Board of Directors or, if so authorized by the
Board of Directors, by the Chief Executive Officer.

   Section 5.  Term of Office and Removal.  Each officer of the corporation
   ---------   --------------------------
shall hold office until his death, or his resignation or removal from office, or
the election and qualification of his successor, whichever shall first occur.
Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors, whenever in its judgment the best interests
of the corporation will be served thereby.  If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board of Directors.

    Section 6.   Chairman of the Board.  The Chairman of the Board, if any,
    ---------    ---------------------
shall preside at all meetings of the stockholders at which he may be present and
at all meetings of the Board at which he may be present, and shall be ex officio
a member of all standing committees and shall perform such other duties as may
be assigned to him by the Board of Directors.

    Section 7.   Vice Chairman of the Board.  The Vice Chairman of the Board, if
    ---------    --------------------------
any, shall have such powers and perform such duties as the Board of Directors or
the Executive Committee may from time to time prescribe or as the Chairman of
the Board may from time to time delegate to him.  In the absence or disability
of the Chairman of the Board, the Vice Chairman of the Board shall perform the
duties and exercise the powers of the Chairman of the Board.

    Section 8.  Chief Executive Officer.  The Chief Executive Officer of the
    ---------   -----------------------
corporation shall have, subject only to the Board of Directors and the Executive
Committee, general and active management and supervision of the business and
affairs of the corporation and shall see that all orders and resolutions of the
Board of Directors and the Executive Committee are carried into effect.  He
shall have all powers and duties of supervision and management usually vested in
the general manager of a corporation, including the supervision and direction of
all other officers of the corporation and the power to appoint and discharge
agents and employees.  In the absence of the Chairman of the Board or the Vice
Chairman of the Board, if any, he shall preside at all meetings of the Board of
Directors.  He shall be ex officio a member of all standing committees and shall
execute bonds, mortgages, and all other contracts or instruments requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed, and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors or the
Executive Committee to some other officer or agent of the corporation.

    Section 9.   President.  The President shall be the chief administrative
    ---------    ---------
officer of the corporation.  The President shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or the
Executive Committee and by the Chief Executive Officer of the corporation.

    Section 10.  Vice Presidents.  Each Vice President shall have such powers
    ----------   ---------------
and perform such duties as the Board of Directors or the Executive Committee may
from time to

                                     -11-
<PAGE>

time prescribe, or as the Chief Executive Officer may from time to time delegate
to him. In the absence or disability of the President, a Vice President
designated by the Board of Directors shall perform the duties and exercise the
powers of the President.

    Section 11.  Secretary.  The Secretary shall attend all meetings of the
    ----------   ---------
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose.  The Secretary shall perform like duties for the
Board of Directors and the Executive Committee when required.  He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors and shall perform such other duties as may be
prescribed by the Board of Directors or the Chief Executive Officer, under whose
supervision he shall be.  He shall keep in safe custody the seal of the
corporation.

    Section 12.   Assistant Secretaries.  Each Assistant Secretary shall have
    ----------    ---------------------
such powers and perform such duties as the Board of Directors may from time to
time prescribe.  Unless otherwise provided by the Board of Directors, in the
absence or disability of the Secretary, any Assistant Secretary may perform the
duties and exercise the powers of the Secretary.

    Section 13.  Treasurer.  The Treasurer shall have the custody of all
    ----------   ---------
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements of the corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.  He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, shall render to the Chief Executive
Officer and Directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation, and shall perform such other duties as
the Board of Directors may prescribe.

    Section 14.  Assistant Treasurers.  Each Assistant Treasurer shall have such
    ----------   --------------------
powers and perform such duties as the Board of Directors may from time to time
prescribe.  Unless otherwise provided by the Board of Directors, in the absence
or disability of the Treasurer, any Assistant Treasurer may perform and exercise
the powers of the Treasurer.

    Section 15.  Controller.  The Controller shall share with the Treasurer
    ----------   ----------
responsibility for the financial and accounting books and records of the
corporation, shall report to the Treasurer, and shall perform such other duties
as the Board of Directors or the Executive Committee or the Chief Executive
Officer may from time to time prescribe.

    Section 16.  Bonding. If required by the Board of Directors, all or certain
    ----------   -------
of the officers shall give the corporation a bond, in such form, in such sum,
and with such surety or sureties as shall be satisfactory to the Board, for the
faithful performance of the duties of their office and for the restoration to
the corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the corporation.

                                     -12-
<PAGE>

                                  ARTICLE VII

                             CERTIFICATES OF SHARES

    Section 1.  Form of Certificates.  Certificates, in such form as may be
    ---------   --------------------
determined by the Board of Directors, representing shares to which stockholders
are entitled shall be delivered to each stockholder.  Such certificates shall be
consecutively numbered and shall be entered in the stock book of the corporation
as they are issued.  Each certificate shall state on the face thereof the
holder's name, the number, class of shares, and the par value of such shares or
a statement that such shares are without par value.  They shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary, and
may be sealed with the seal of the corporation or a facsimile thereof.  If any
certificate is countersigned by a transfer agent, or an assistant transfer agent
or registered by a registrar, either of which is other than the corporation or
an employee of the corporation, the signatures of the corporation's officers may
be facsimiles.  In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on such certificate or
certificates, shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation or its agents, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.

    Section 2.  Lost Certificates.  The Board of Directors may direct that a new
    ---------   -----------------
certificate be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost, stolen or destroyed and the Board of
Directors may require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to give the corporation a bond, in such form, in
such sum, and with such surety or sureties as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

    Section 3. Transfer of Shares.  Shares of stock shall be transferable only
    ---------  ------------------
on the books of the corporation by the holder thereof in person or by his duly
authorized attorney, lawfully constituted in writing.    No transfer shall be
made which is inconsistent with law.

    Section 4.  Registered Stockholders.  The corporation shall be entitled to
    ---------   -----------------------
treat the holder of record of any share or shares of stock 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 law.

                                     -13-
<PAGE>

                                  ARTICLE VIII

                               GENERAL PROVISIONS

   Section 1.    Dividends.  Dividends upon the outstanding shares of the
   ---------     ---------
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting.  Dividends may be declared and paid in cash, in property, or in shares
of the corporation, subject to the provisions of the Act and the Certificate of
Incorporation.  The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to receive payment of any dividend,
such record date to be not more than sixty days prior to the payment date of
such dividend, or the Board of Directors may close the stock transfer books for
such purpose for a period of not more than sixty days prior to the payment date
of such dividend.  In the absence of any action by the Board of Directors, the
date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.

   Section 2.    Reserves.  There may be created by resolution of the Board of
   ---------     --------
Directors out of the net profits of the corporation such reserve or reserves as
the Directors from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends, or to repair or maintain any
property of the corporation, or for such other purpose as the Directors shall
think beneficial to the corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

   Section 3.    Fiscal Year.  The fiscal year of the corporation shall be fixed
   ---------     -----------
by resolution of the Board of Directors.

   Section 4.    Seal.  The corporation shall have a seal, and said seal may be
   ---------     ----
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  Any officer of the corporation shall have authority to
affix the seal to any document requiring it.

   Section 5.    Annual Statement.  The Board of Directors shall present at each
   ---------     ----------------
annual meeting, and when called for by vote of the stockholders at any special
meeting of the stockholders, a full and clear statement of the business and
condition of the corporation.

   Section 6.    Checks.  All checks or demands for money and notes of the
   ---------     ------
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   ARTICLE IX

                                   INDEMNITY

   Section 1.    Indemnification.  The corporation shall indemnify its directors
   ---------     ---------------
and officers to the fullest extent permitted by the Act and may, if and to the
extent authorized by the

                                     -14-
<PAGE>

Board of Directors, so indemnify any other person whom it has the power to
indemnify against any liability, expense or other matter whatsoever.

     Section 2.  Advancement of Expenses.  Expenses incurred by a director or
                 -----------------------
officer in defending or investigating a threatened or pending action, suit or
proceeding shall be timely paid by the corporation as and when such expenses are
incurred and 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 such
person is not entitled to be indemnified by the corporation as authorized in
this Article IX.

    Section 3.  Indemnification Additional to Other Rights.  The rights of
    ---------   ------------------------------------------
indemnification provided for in this Article IX shall be in addition to any
rights to which any such Director, officer or employee may be entitled under any
agreement, vote of stockholders, the Certificate of Incorporation, or as a
matter of law or otherwise.

                                   ARTICLE X

                                   AMENDMENTS

    Section 1.  By Stockholders.  These Bylaws may be amended or repealed by the
    ---------   ---------------
vote of stockholders entitled to at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting of
the stockholders, duly convened after notice to the stockholders of that
purpose.

   Section 2.   By the Board of Directors.  These Bylaws may also be amended or
   ---------    -------------------------
repealed by the Board of Directors by the vote of a majority of Directors,
except as such power may be limited by any one or more bylaws adopted by the
stockholders.



Adopted and effective as of October 22, 1999



/s/ Don J. McDermett, Jr.
-------------------------
Don J. McDermett, Jr.,
Secretary

                                     -15-