<PAGE>   1
                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  VAXGEN, INC.





                                 JUNE 8, 1999


<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                                                                                          <C>
ARTICLE 1         OFFICES..................................................................    2

        1.1    Business Office.............................................................    2

        1.2    Registered Office...........................................................    2

ARTICLE 2         STOCKHOLDERS.............................................................    2

        2.1    Annual Meetings.............................................................    2

        2.2    Business Conducted at Annual Meeting........................................    2

        2.3    Special Meetings............................................................    4

        2.4    Notice of Meetings..........................................................    4

        2.5    Form of Notice..............................................................    4

        2.6    Waiver of Notice............................................................    4

        2.7    Quorum and Adjourned Meetings...............................................    5

        2.8    Proxies.....................................................................    5

        2.9    Voting Record...............................................................    5

        2.10   Conduct of Meetings.........................................................    6

        2.11   Voting of Shares............................................................    6

        2.12   Inspectors of Election......................................................    6

        2.13   Record Date.................................................................    7

ARTICLE 3         BOARD OF DIRECTORS.......................................................    7

        3.1    General Powers..............................................................    7

        3.2    Number......................................................................    7

        3.3    Tenure and Qualifications...................................................    7

        3.4    Vacancies...................................................................    7

        3.5    Resignation.................................................................    8

        3.6    Removal of Directors........................................................    8

        3.7    Director Compensation.......................................................    8

        3.8    Committees of Directors.....................................................    8

        3.9    Committee Minutes...........................................................    9

        3.10   Meetings and Actions of Committees..........................................    9

ARTICLE 4         BOARD MEETINGS...........................................................    9

        4.1    Annual and Regular Meetings.................................................    9
</TABLE>


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                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
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                                                                                             PAGE
<S>                                                                                          <C>
        4.2    Special Meetings............................................................    9

        4.3    Notice of Special Meetings..................................................    9

ARTICLE 5         ACTIONS AT BOARD MEETINGS................................................   10

        5.1    Business Considered.........................................................   10

        5.2    Quorum and Voting...........................................................   10

        5.3    Presumption of Assent.......................................................   10

        5.4    Actions by Written Consent..................................................   11

        5.5    Meetings by Conference Telephone............................................   11

ARTICLE 6         OFFICERS.................................................................   11

        6.1    Officers Designated.........................................................   11

        6.2    Appointment and Term of Office..............................................   11

        6.3    Designations................................................................   11

        6.4    Chairman....................................................................   11

        6.5    President...................................................................   12

        6.6    Vice Presidents.............................................................   12

        6.7    Secretary...................................................................   12

        6.8    Treasurer...................................................................   12

ARTICLE 7         CONDUCT OF CORPORATE BUSINESS............................................   12

        7.1    Contracts...................................................................   12

        7.2    Banking Matters.............................................................   12

        7.3    Copies of Resolutions.......................................................   13

ARTICLE 8         STOCK CERTIFICATES.......................................................   13

        8.1    Issuance of Shares..........................................................   13

        8.2    Certificates of Stock.......................................................   13

        8.3    Stock Records...............................................................   13

        8.4    Restrictions on Transfer....................................................   13

        8.5    Transfers...................................................................   14

ARTICLE 9         INDEMNIFICATION..........................................................   14

        9.1    Third Party Actions.........................................................   14

        9.2    Actions by or in the Right of the Corporation...............................   14
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                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
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<S>                                                                                          <C>
        9.3    Successful Defense..........................................................   15

        9.4    Determination of Conduct....................................................   15

        9.5    Payment of Expenses in Advance..............................................   15

        9.6    Indemnity not Exclusive; Effect of Indemnification Agreements...............   16

        9.7    Insurance Indemnification...................................................   16

        9.8    The Corporation.............................................................   16

        9.9    Employee Benefit Plans......................................................   16

        9.10   Indemnity Fund..............................................................   16

        9.11   Indemnification of Other Persons............................................   17

        9.12   Savings Clause..............................................................   17

        9.13   Continuation of Indemnification and Advancement of Expenses.................   17

ARTICLE 10        AMENDMENT................................................................   17

</TABLE>


                                       iii


<PAGE>   5
                           AMENDED AND RESTATED BYLAWS

                                       OF

                                  VAXGEN, INC.


                                    Article 1

                                     OFFICES

        1.1 BUSINESS OFFICE. The principal office of the corporation may be
located at any place either within or outside the state of Delaware. The
corporation may have, either within or outside the state of Delaware, its
principal office and such other offices as its Board of Directors may designate
or as the business of the corporation may require from time to time.

        1.2 REGISTERED OFFICE. The registered office of the corporation shall be
located within the state of Delaware. It may, but need not, be identical with
the principal office of the corporation if located in the state of Delaware. The
registered agent shall have a business office identical with such registered
office. The registered agent and location of the registered office may each be
changed from time to time. Such a change will be effective upon filing of a
certificate of the same as required by the Delaware General Corporation Law.

                                    Article 2

                                  Stockholders

        2.1 ANNUAL MEETINGS. The annual meeting of the stockholders of this
corporation, for the purpose of election of directors and such other business as
may come before it, shall be at the date, time and place determined by the Board
of Directors. In the event a date fixed for the annual meeting is a legal
holiday in the state of Delaware, the meeting shall be held at the same hour and
place on the next succeeding day not a holiday.

        2.2 BUSINESS CONDUCTED AT ANNUAL MEETING.

               (a) At an annual meeting of stockholders, an item of business may
be conducted, and a proposal may be considered and acted upon, only if such item
or proposal is brought before the meeting (i) by, or at the direction of, the
Board of directors, or (ii) by any stockholder of the corporation who is
entitled to vote at the meeting and who complies with the procedures set forth
in the remainder of this Section 2.2. This Section 2.2 shall not apply to
matters of procedure that, pursuant to Section 2.10 of these Bylaws, are subject
to the authority of the chairman of the meeting.


<PAGE>   6
               (b) For an item of business or proposal to be brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal office of the corporation (a) not less than one hundred twenty (120)
days prior to the first anniversary of the date that the corporation's proxy
statement was first released to stockholders in connection with the previous
year's annual meeting; (b) a reasonable time before the corporation begins to
print and mail its proxy materials if the date of the current year's annual
meeting has been changed by more than thirty (30) days from the date of the
previous year's meeting; or (c) not more than seven (7) days following the
mailing to stockholders of the notice of annual meeting with respect to the
current year's annual meeting, if the corporation did not release a proxy
statement to stockholders in connection with the previous year's annual meeting,
or if no annual meeting was held during such year.

               (c) A stockholder's notice to the Secretary under Section 2.2(b)
shall set forth, as to each item of business or proposal the stockholder intends
to bring before the meeting (i) a brief description of the item of business or
proposal and the reasons for bringing it before the meeting, (ii) the name and
address, as they appear on the corporation's books, of the stockholder and of
any other stockholders that the stockholder knows or anticipates will support
the item of business or proposal, (iii) the number and class of shares of stock
of the corporation that are beneficially owned on the date of such notice by the
stockholder and by any such other stockholders, and (iv) any financial interest
of the stockholder or any such other stockholders in such item of business or
proposal.

               (d) The Board of Directors, or a designated committee thereof,
may reject a stockholder's notice that is not timely given in accordance with
the terms of Section 2.2(b). If the Board of Directors, or a designated
committee thereof, determines that the information provided in a timely
stockholder's notice does not satisfy the requirements of Section 2.2(c) in any
material respect, the Secretary of the corporation shall notify the stockholder
of the deficiency in the notice. The stockholder shall have an opportunity to
cure the deficiency by providing additional information to the Secretary within
such period of time, not to exceed five (5) days from the date such deficiency
notice is given to the stockholder, as the Board of Directors or such committee
shall reasonably determine. If the deficiency is not cured within such period,
or if the Board of Directors or such committee determines that the additional
information provided by the stockholder, together with information previously
provided, does not satisfy the requirements of Section 2.2(c) in any material
respect, then the Board of Directors or such committee may reject the
stockholder's notice.

               (e) Notwithstanding the procedures set forth in Section 2.2(d),
if a stockholder desires to bring an item of business or proposal before an
annual meeting, and neither the Board of Directors nor any committee thereof has
made a prior determination of whether the stockholder has complied with the
procedures set forth in this Section 2.2 in connection with such item of
business or proposal, then the chairman of the meeting shall determine and
declare at the meeting whether the stockholder has so complied. If the chairman
determines that the stockholder has so complied, then the


                                       3


<PAGE>   7
chairman shall so state and ballots shall be provided for use at the meeting
with respect to such item of business or proposal. If the chairman determines
that the stockholder has not so complied, then, unless the chairman, in his sole
and absolute discretion, determines to waive such compliance, the chairman shall
state that the stockholder has not so complied and the item of business or
proposal shall not be brought before the meeting.

        This Section 2.2 shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
item of business may be conducted, and no proposal may be considered and acted
upon, unless there has been compliance with the procedures set forth in this
Section 2.2 in connection therewith.

        2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be called
at any time and for any purpose by the Chairman, President or the Board of
Directors. Pursuant to Article 6 of the corporation, stockholders of the
corporation do not have the right to call special meetings of stockholders. No
business shall be transacted at any special meeting of stockholders except as is
specified in the notice calling for the meeting. The date, time and place of a
special meeting shall be determined by the person or group convening the
meeting.

        2.4 NOTICE OF MEETINGS. Written notice of annual or special meetings of
stockholders, stating the date, time and place of the meeting and, in the 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 Secretary to each stockholder of
record entitled to vote at the meeting. Notice of a meeting to act on (a) a plan
of merger or consolidation or (b) a proposed sale, exchange or other disposition
of all or substantially all of the assets of the corporation other than in the
usual or regular course of business shall be given not less than 20 days nor
more than 60 days before the meeting date. Notice of any other meeting shall be
given not less than 10 nor more than 60 days prior to the meeting date.

        2.5 FORM OF NOTICE. Notice may be transmitted by mail, private carrier,
personal delivery, telegraph, teletype, or communications equipment which
transmits a facsimile of the notice to like equipment which receives and
reproduces the notice. If mailed, such notice shall be deemed effective when
deposited in the United States mail, with first-class postage prepaid, addressed
to the stockholder at such stockholder's address as it appears on the stock
transfer records of the corporation. Notice given in any other manner shall be
deemed effective when dispatched to the stockholder's address, telephone number
or other number appearing on the records of the corporation.

        2.6 WAIVER OF NOTICE. Any required notice of the date, time, place or
purpose of a meeting may be waived by a stockholder if done in writing and
signed by the stockholder, either before or after the meeting. A stockholder's
attendance at the meeting, in person or by proxy, (a) waives all required notice
of date, time and place of the meeting unless at the beginning of the meeting
the stockholder objects to holding or transacting business at the meeting, and
(b) waives any required notice of the purpose


                                       4


<PAGE>   8
of the meeting unless at the time a particular matter not within the purpose or
purposes of the meeting stated in the notice is first considered the stockholder
objects to consideration of the matter. Any stockholder so waiving notice shall
be bound by the proceedings of the meeting in all respects as if due notice of
the meeting had been given.

        2.7 QUORUM AND ADJOURNED MEETINGS. A majority of the votes entitled to
be cast on a matter by the holders of shares that, pursuant to the Certificate
of Incorporation or Delaware General Corporation Law, are entitled to vote and
be counted collectively upon such matter, represented in person or by proxy,
shall constitute a quorum of such shares at a meeting of stockholders. A
majority of the shares represented at a meeting, even if less than a quorum, may
adjourn the meeting from time to time without further notice. In the case of any
meeting of stockholders that is adjourned more than once because of the failure
of a quorum to attend, those who attend the third convening of such meeting,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors, provided that the percentage of shares
represented at the third convening of such meeting shall not be less than
one-third of the shares entitled to vote. At such reconvened meeting at which a
quorum is represented, any business may be transacted which might have been
transacted at the meeting as originally called. Once a share is represented for
any purpose at a meeting, other than solely to object to holding or transacting
business at the meeting, it is deemed present for quorum purposes for the
remainder of the meeting and any adjournment of it (unless a new record date is
or must be set for the adjourned meeting), notwithstanding the withdrawal from
the meeting of the person through whom the share was represented.

        2.8 PROXIES. At all meetings of stockholders, a stockholder may vote in
person or by proxy. A stockholder may appoint a proxy by signing an appointment
form. An appointment form shall be deemed signed if the stockholder's name is
placed on the form (whether by manual signature, typewriting, facsimile
transmission or otherwise) by the stockholder or his or her attorney-in-fact or
agent. An appointment shall cease to be valid three years after it is made
unless otherwise provided in the appointment form. Unless by its terms it is
stated to be irrevocable, an appointment is deemed revoked by (a) action of the
stockholder revoking the appointment or making a subsequent appointment in the
same manner required for the original appointment, (b) presence of and voting by
the stockholder at the meeting for which a proxy had been appointed, or (c)
notice to the corporation of the death or disability of the stockholder making
the appointment. Appointment or revocation of a proxy shall be effective from
and after the time of the appointment or revocation form, or notice of the
presence and voting or death or disability of the stockholder, is received by
the Secretary of the corporation or other officer or agent authorized to
tabulate votes. A proxy appointed for a specified meeting may vote throughout
that meeting, even if the meeting is reconvened one or more times, until final
adjournment of the meeting.

        2.9 VOTING RECORD. After fixing a record date for a stockholders'
meeting, the corporation shall prepare an alphabetical list of the names of all
stockholders on the record date who are entitled to notice of the stockholders'
meeting. The list shall be


                                       5


<PAGE>   9
arranged by voting group, and within each voting group by class or series of
shares, and show the address of and number of shares held by each stockholder. A
stockholder, stockholder's agent, or a stockholder's attorney may inspect the
stockholder's list, beginning 10 days prior to the stockholders' meeting and
continuing through the meeting, at the corporation's principal office or at a
place identified in the meeting notice in the city where the meeting will be
held. Inspection must occur during regular business hours and will be at the
stockholder's expense. The stockholders' list shall be kept open for inspection
during the meeting and any adjournment.

        2.10 CONDUCT OF MEETINGS. Meetings of stockholders shall be conducted
pursuant to such rules and procedures as may be established from time to time by
or at the direction of the Board of Directors. These rules and procedures may be
established either prior to or during a meeting, and, subject to Section 2.2,
may encompass such matters as form and prior submission requirements for
stockholder proposals, nominations of Directors and rules of order for meetings
themselves. The Chairman or, in his or her absence, such other person as may
have been or be designated by the Chairman or the Board, shall be the chairman
of the meeting. Except as otherwise provided by the Board, the chairman of the
meeting shall be conclusively deemed to be acting at the direction of the Board
when establishing rules and procedures for or at a meeting.

        2.11 VOTING OF SHARES. Except as otherwise provided in the Certificate
of Incorporation, each outstanding share entitled to vote with respect to a
matter submitted to a meeting of stockholders shall be entitled to one vote upon
such matter. If a quorum exists, action on a matter is approved by a voting
group of stockholders if the votes cast within the voting group favoring the
action exceed the votes cast within the voting group opposing the action, unless
the Certificate of Incorporation or the Delaware General Corporation Law require
a greater number of affirmative votes.

        2.12 INSPECTORS OF ELECTION. Either before or during any stockholders'
meeting, the Board or chairman of the meeting may, and on request of any
stockholder the chairman of the meeting shall, appoint one or more persons who
are not nominees for office to act as voting proctors and, if there is to be an
election, inspectors of election at the meeting. Alternate proctors may be
appointed by the chairman of the meeting to fill vacancies occurring from
failures or refusals to serve or as otherwise may be required. The duties of
proctors are to:

                (a) determine the number of shares outstanding in each class or
group, the voting rights of each class or group of shares, the shares
represented at the meeting, the existence of a quorum, the authenticity and
validity of proxy appointments, and the authority of each proxy;

                (b) hear and determine all challenges and issues relating to
voting rights;

                (c) determine when polls should close and voting cease;


                                       6
<PAGE>   10

                (d) receive, count and tabulate all ballots or votes otherwise
properly cast;

                (e) determine the result or results of the voting; and

                (f) otherwise take such actions as will reasonably assure the
fairness to all stockholders of the election or other vote.

        2.13 RECORD DATE. The Board of Directors may fix in advance a record
date for purposes of determining stockholders (a) entitled to (i) notice of or
to vote at any meeting or adjourned and reconvened meeting of stockholders or
(ii) receive payment of any dividend or other distribution, or (b) for any other
purpose. Such a record date shall not be more than 60 or less than 10 days prior
to the day on which the particular action requiring such determination of
stockholders is to be taken. If the record date is not otherwise fixed, it shall
be (x) the day before the date on which notice of the meeting is mailed in the
case of determining stockholders entitled to notice of or to vote at a meeting
of stockholders, or (y) the date on which a resolution of the Board of Directors
declaring a dividend or other distribution is adopted in the case of determining
stockholders entitled to receive payment of a distribution. When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section 2.12, such determination shall apply to any adjournment
of the meeting, unless the Board of Directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

                                    Article 3

                               BOARD OF DIRECTORS

        3.1 GENERAL POWERS. All corporate powers shall be exercised by or under
the authority, and the business and affairs of the corporation shall be managed
under the direction, of the Board of Directors, except as limited by the
Certificate of Incorporation.

        3.2 NUMBER. The number of Directors of the corporation shall be seven.
That number may be increased or decreased from time to time by resolution of the
Board of Directors. A decrease shall not shorten the term of any incumbent
Director.

        3.3 TENURE AND QUALIFICATIONS. Despite the expiration of a Director's
term, each Director shall continue to serve until the Director's successor has
been elected and qualified or until there is a decrease in the number of
Directors. Directors need not be residents of the state of Delaware or
stockholders of the corporation.

        3.4 VACANCIES. In case of any vacancy in the Board of Directors,
including a vacancy resulting from an increase in the number of Directors, the
vacancy may be filled by the Board of Directors, a majority of the remaining
Directors (if they do not constitute a quorum) or the stockholders. A Director
elected to fill a vacancy shall hold office for the remainder of the term of the
previously vacant position.


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<PAGE>   11

        3.5 RESIGNATION. A Director may resign at any time by delivering written
notice to the Board of Directors, Chairman, President or Secretary. A
resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.

        3.6 REMOVAL OF DIRECTORS. At a meeting of stockholders called expressly
for that purpose, the entire Board of Directors, or any member of the Board, may
be removed prior to expiration of the Director's or Directors' terms.

        3.7 DIRECTOR COMPENSATION. Directors may be paid their expenses, if any,
of attendance at meetings of the Board. In addition, Directors may be
compensated in such manner as the Board deems appropriate for attendance at
meetings of the Board and other service as Directors. Such compensation shall
not preclude any Director from serving the corporation in any other capacity and
receiving compensation for doing so.

        3.8 COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more committees, with
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors or in the Bylaws of the
corporation, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to (i) amend the Certificate of Incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as provided in
Section 151(a) of the General Corporation Law of Delaware, fix the designation
and any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), (ii) adopt an
agreement of merger or consolidation under Sections 251 or 252 of the General
Corporation Law of Delaware, (iii) recommend to the stockholders the sale, lease
or exchange of all or substantially all of the corporation's property and
assets, (iv) recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or (v) amend the Bylaws of the corporation; and,
unless the board resolution establishing the committee, the Bylaws or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the General Corporation Law of Delaware.


                                       8
<PAGE>   12

        3.9 COMMITTEE MINUTES. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

        3.10 MEETINGS AND ACTIONS OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article 4 of these Bylaws, with such changes in the context of
that Article as are necessary to substitute the committee and its members for
the Board of Directors and its members; provided, however, that the time of
regular meetings of committees may be determined either by resolution of the
Board of Directors or by resolution of the committee, that special meetings of
committees may also be called by resolution of the Board of Directors and that
notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. The
Board of Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these Bylaws.

                                    Article 4

                                 BOARD MEETINGS

        4.1 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
stockholders' meeting, unless another place or time has been previously
determined by the Directors. Notice of the annual meeting of the Board shall not
be necessary. By resolution, the Board, or any committee of the Board, may
specify the time and place either within or outside the state of Delaware for
holding its regular meetings. Other than for the resolution, notice of such
regular meetings shall not be required.

        4.2 SPECIAL MEETINGS. Special meetings of the Board, or any committee of
the Board, may be called at any time by or at the request of the Chairman,
President or Secretary. In addition, in the case of a special Board meeting, any
two Directors may call a meeting, and in the case of a committee, any member of
the committee may call a meeting.

        4.3 NOTICE OF SPECIAL MEETINGS. Notice of the date, time and place of a
special meeting may be given orally and shall be given by or on behalf of the
Secretary or other person or persons calling the meeting. Neither the business
to be transacted at nor the purpose of the meeting need be specified in the
notice. If notice to a Director is delivered or given by:

                (a) personal delivery, the notice will be effective if delivered
to the Director at least 48 hours before the meeting;

                (b) mail, the notice will be effective if deposited in the
official governmental least five days before the meeting, addressed to the
Director at his or her address on the records of the corporation, with postage
prepaid;


                                       9
<PAGE>   13

                (c) private carrier, the notice will be effective if dispatched
to the Director at his or her address shown on the records of the corporation so
as to be delivered there at least 48 hours before the meeting;

                (d) wire or wireless equipment which transmits a facsimile of
the notice, the notice will be effective if dispatched to the Director at least
48 hours before the meeting at his or her facsimile number appearing on the
records of the corporation or otherwise known to the sender;

                (e) telegraph, the notice will be effective if its contents are
delivered to the telegraph company at least 72 hours before the meeting with
instructions for immediate delivery to the Director at his or her address shown
on the records of the corporation; and

                (f) oral communication, the notice will be effective if
personally communicated to the Director at least 48 hours before the meeting.

                                    Article 5

                            ACTIONS AT BOARD MEETINGS

        5.1 BUSINESS CONSIDERED. At any meeting of the Board of Directors, any
and all business may be transacted and the Board may exercise any or all of its
powers.

        5.2 QUORUM AND VOTING. A majority of the number of Directors specified
in Section 3.2 of these Bylaws shall constitute a quorum. A lesser number may
adjourn any meeting from time to time until a quorum is obtained. Notice or
further notice of the meeting need not be given. If a quorum is present when a
vote is taken, the affirmative vote of a majority of the Directors present at
the meeting is the act of the Board of Directors.

        5.3 PRESUMPTION OF ASSENT. A Director of the corporation who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless:

                (a) The Director objects at the beginning of the meeting, or
promptly upon the Director's arrival, to holding or transacting business at the
meeting;

                (b) The Director's dissent or abstention from the action taken
is entered in the minutes of the meeting; or

                (c) The Director delivers written notice of the Director's
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation within a reasonable time after adjournment of
the meeting.

        The right of dissent or abstention is not available to a Director who
votes in favor of the action taken.


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<PAGE>   14

        5.4 ACTIONS BY WRITTEN CONSENT. Any corporate action required or
permitted by the Certificate of Incorporation, Bylaws, or Delaware General
Corporation Law to be voted upon or approved at a duly called meeting of the
Directors or committee of Directors may be accomplished without a meeting if one
or more unanimous written consents of the respective directors, setting forth
the actions so taken, shall be signed, either before or after the action taken,
by all the Directors or committee members, as the case may be. Action taken by
unanimous written consent is effective when the last Director or committee
member signs the consent, unless the consent specifies a later effective date.

        5.5 MEETINGS BY CONFERENCE TELEPHONE. Members of the Board of Directors
or a committee of Directors may participate in their respective meetings by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation in a meeting by such means shall constitute presence in
person at such meeting.

                                    Article 6

                                    OFFICERS

        6.1 OFFICERS DESIGNATED. The officers of the corporation shall be a
President, one or more Vice Presidents (their number, titles, designations and
relative authority to be as determined by the Directors), Secretary and
Treasurer, each of whom shall be appointed by the Board. There also shall be a
Chairman of the Board, appointed by the Board, who may be an officer if the
Board so determines. Each of these officers, including the Chairman even if not
an officer, and the Board may appoint additional officers or assistant officers.
Any two or more offices may be held by the same person. Subject to the
limitations of the Delaware General Corporation Law and the provisions of these
Bylaws, the corporation's officers and assistant officers shall have the rights,
designations, responsibilities and authority and perform the duties prescribed
by the Board or other authority appointing them.

        6.2 APPOINTMENT AND TERM OF OFFICE. Each of the officers designated in
the first sentence of Section 6.1 of the Bylaws and the Chairman shall be
appointed annually by the Board at its annual meeting. Other officers and
assistant officers shall hold office until their respective appointments are
terminated by the authority appointing them. In any case, an officer shall
continue to serve until his or her successor has been appointed or service is
otherwise terminated.

        6.3 DESIGNATIONS. In addition to the rifles and duties set forth below,
the Board may designate one or more of the officers whom it appoints as the
corporation's chief executive officer, chief operating officer and chief
financial officer, with such additional duties as are customary for these
positions or may be prescribed by the Board.

        6.4 CHAIRMAN. The Chairman must be a member of the Board. He or she may
preside at meetings of the Directors and stockholders and shall report to and


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consult with the Board. The Chairman shall have such other authority and duties
as the Board may prescribe from time to time.

        6.5 PRESIDENT. Subject to the control of the Board of Directors, the
President shall in general direct, supervise, have responsibility for and
control all of the business and affairs of the corporation. Unless the Board
determines otherwise, the President will be the chief executive officer of the
corporation. In the absence or with the approval of the Chairman, the President
may preside at meetings of the stockholders and, if a member, the Board.

        6.6 VICE PRESIDENTS. In the absence of the President or his or her
inability to act, the Vice President shall have and may exercise the authority
of the President, except as limited or otherwise changed by the Board. In the
event there is more than one Vice President, they shall have and may exercise in
such circumstances such authority of the President as has been allocated to them
by the Board.

        6.7 SECRETARY. The Secretary shall supervise and otherwise have
responsibility for (a) keeping minutes of meetings of stockholders, Directors
and committees of Directors; (b) providing all notices to stockholders and
Directors which are required by the Certificate of Incorporation, Bylaws or
Delaware General Corporation Law; (c) custody of corporate records and the seal
of the corporation, if any; (d) keeping a register of the address of each
stockholder as furnished by the stockholders; and (e) execution and delivery of
certificates for shares of the corporation and other documents and records
respecting share ownership and transfer.

        6.8 TREASURER. Subject to control and direction of the Board and
President, the Treasurer shall have charge and custody of and be responsible for
all funds and securities of the corporation, including their receipt and
disbursement.

                                    Article 7

                          CONDUCT OF CORPORATE BUSINESS

        7.1 CONTRACTS. The Board by resolution may authorize any one or more
officers or agents to enter into contracts and execute and deliver documents and
instruments for and on behalf and in the name of the corporation. Loans shall
not be contracted on behalf of the corporation and evidences of indebtedness
shall not be issued in its name unless authorized by resolution of the Board.
The authority granted by the Board in these circumstances may be general or
confined to specific instances.

        7.2 BANKING MATTERS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officers or agents of the corporation and in
such manner as is from time to time determined by resolution of the Board. Funds
of the corporation not otherwise employed shall be deposited from time to time
to the credit of the corporation in such banks, trust companies or other
depositories as the Board by resolution may


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select. The determinations and selections by the Board in these circumstances
may be general or confined to specific instances.

        7.3 COPIES OF RESOLUTIONS. Any person dealing with the corporation may
rely upon a copy of any of the records of the proceedings, resolutions, or votes
of the Directors, committee of the Directors or stockholders when certified by
or at the direction of the President or Secretary.

                                    Article 8

                               STOCK CERTIFICATES

        8.1 ISSUANCE OF SHARES. No shares of the corporation shall be issued
unless authorized by the Board of Directors, which authorization shall include
the maximum number of shares to be issued, the consideration to be received for
each share, and, if the consideration is in a form other than cash, the
determination of the value of the consideration.

        8.2 CERTIFICATES OF STOCK. All shares of the corporation shall be
represented by certificates in such form, not inconsistent with the Certificate
of Incorporation, as the Board of Directors may from time to time prescribe.
Certificates of stock shall be issued in numerical order, and each shareholder
shall be entitled to a certificate signed by the Chairman, the President or a
Vice President, attested to by the Secretary or an Assistant Secretary, and
sealed with the corporate seal, if any. If any certificate is manually signed by
a transfer agent or a transfer clerk and by a registrar, the signatures of the
President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer upon that certificate may be facsimiles that are engraved or
printed. If any person who has signed or whose facsimile signature has been
placed on a certificate no longer is an officer when the certificate is issued,
the certificate may nevertheless be issued with the same effect as if the person
were still an officer at the time of its issue.

        8.3 STOCK RECORDS. The corporation or its agent shall maintain at the
registered office or principal office of the corporation, or at the office of
the transfer agent or registrar of the corporation, if one be designated by the
Board of Directors, a record of its stockholders, in a form that permits
preparation of a list of the names and addresses of all stockholders in
alphabetical order by class of shares showing the number and class of shares
held by each. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.

        8.4 RESTRICTIONS ON TRANSFER. The Board of Directors shall have the
authority to issue shares of the capital stock of this corporation and the
certificates therefor subject to such transfer restrictions and other
limitations as it may deem necessary to promote compliance with applicable
federal and state securities laws, and to regulate the transfer thereof in such
manner as may be calculated to promote such compliance or to further any other
reasonable purpose.


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        8.5 TRANSFERS. Shares of stock may be transferred by delivery of the
certificates therefor, accompanied by:

                (a) an assignment in writing on the back of the certificate, or
an assignment separate from certificate, or a written power of attorney to sell,
assign, and transfer the same, signed by the record holder of the certificate;
and

                (b) such additional documents, instruments, and other items of
evidence as may be reasonably necessary to satisfy the requirements of any
transfer restrictions applicable to such shares, whether arising under
applicable securities or other laws, or by contract, or otherwise.

        Except as otherwise specifically provided in these Bylaws, no shares of
stock shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation. All certificates
surrendered to the corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that, in case of a lost,
destroyed, or mutilated certificate, a new one may be issued therefor upon such
terms (including indemnity to the corporation) as the Board of Directors may
prescribe.

                                    Article 9

                                 INDEMNIFICATION

        9.1 THIRD PARTY ACTIONS. Subject to the provisions of this Article 9,
the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement (if such settlement is approved in advance by the corporation,
which approval shall not be unreasonably withheld) actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

        9.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Subject to the
provisions of this Article 9, the corporation shall indemnify any person who was
or is a party or is


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threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Notwithstanding any other provision of this
Article 9, no person shall be indemnified hereunder for any expenses or amounts
paid in settlement with respect to any action to recover short-swing profits
under Section 16(b) of the Securities Exchange Act of 1934, as amended.

        9.3 SUCCESSFUL DEFENSE. To the extent that a director, officer or
employee of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 9.1 and 9.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

        9.4 DETERMINATION OF CONDUCT. Any indemnification under Sections 9.1 and
9.2 (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that the indemnification of
the director, officer or employee is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 9.1 and 9.2. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding or (ii) if such quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders. Notwithstanding the foregoing, a
director, officer or employee of the corporation shall be entitled to contest
any determination that the director, officer or employee has not met the
applicable standard of conduct set forth in Sections 9.1 and 9.2 by petitioning
a court of competent jurisdiction.

        9.5 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in defending a
civil or criminal action, suit or proceeding, by an individual who may be
entitled to indemnification pursuant to Section 9.1 or 9.2, shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer or employee to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
this Article 9.


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        9.6 INDEMNITY NOT EXCLUSIVE; EFFECT OF INDEMNIFICATION AGREEMENTS. The
provisions of a written indemnification agreement between the corporation and
any person subject to indemnity under this Article 9 shall control over the
provisions of this Article 9, which shall not apply to the corporation and the
person subject to indemnity under the written agreement. The indemnification and
advancement of expenses provided by or granted pursuant to the other sections of
this Article 9 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

        9.7 INSURANCE INDEMNIFICATION. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the corporation, or is or was serving at the
request of the corporation, as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article 9.

        9.8 THE CORPORATION. For purposes of this Article 9, references to the
"corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors and officers, so that
any person who is or was a director, officer or employee of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under and
subject to the provisions of this Article 9 (including, without limitation, the
provisions of Section 9.4) with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

        9.9 EMPLOYEE BENEFIT PLANS. For purposes of this Article 9, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer or employee of the
corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
9.

        9.10 INDEMNITY FUND. Upon resolution passed by the Board, the
corporation may establish a trust or other designated account, grant a security
interest or use other means (including, without limitation, a letter of credit),
to ensure the payment of certain


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<PAGE>   20

of its obligations arising under this Article 9 and/or agreements which may be
entered into between the corporation and its officers and directors from time to
time.

        9.11 INDEMNIFICATION OF OTHER PERSONS. The provisions of this Article 9
shall not be deemed to preclude the indemnification of any person who is not a
director or officer of the corporation or is not serving at the request of the
corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, but whom the corporation
has the power or obligation to indemnify under the provisions of the General
Corporation Law of the State of Delaware or otherwise. The corporation may, in
its sole discretion, indemnify an employee, trustee or other agent as permitted
by the General Corporation Law of the State of Delaware. The corporation shall
indemnify an employee, trustee or other agent where required by law.

        9.12 SAVINGS CLAUSE. If this Article 9 or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each person entitled to indemnification
hereunder against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement with respect to any action, suit, proceeding or
investigation, whether civil, criminal or administrative, and whether internal
or external, including a grand jury proceeding and an action or suit brought by
or in the right of the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated, or by
any other applicable law.

        9.13 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article 9 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

                                   Article 10

                                    AMENDMENT

        Except for Article 9 and this Article 10 of the Bylaws, both the Board
of Directors and the stockholders are authorized to amend or repeal these
Bylaws, or adopt new Bylaws to the extent such amendment, repeal or adoption is
not inconsistent with the Delaware General Corporation Law or the corporation's
Certificate of Incorporation. Articles 10 and 11 of the Bylaws may be amended or
repealed only by the stockholders.

        I HEREBY CERTIFY that the preceding Amended and Restated Bylaws were
adopted by the Board of Directors of the corporation on June 8, 1999.


                                             /s/ RALPH M. PAIS
                                            -------------------------------
                                            Ralph M. Pais, Secretary


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