<PAGE>

                                                                     EXHIBIT 3.2
 
                                RESTATED BYLAWS

                                       OF

                               VISIO CORPORATION



Originally adopted on:  October 22, 1997
Amendments are listed on page i
<PAGE>
 
                               VISIO CORPORATION

                                   AMENDMENTS


<TABLE>
<CAPTION>
                                                                     Date of
 Section           Effect of Amendment                              Amendment
 -------           -------------------                              ---------
<S>                <C>                                              <C> 


</TABLE>
                                        

Restated Bylaws (October 22, 1997)    -i-
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C> 

SECTION 1.  OFFICES.......................................................   1

SECTION 2.  SHAREHOLDERS..................................................   1

     2.1  Annual Meeting..................................................   1
     2.2  Special Meetings................................................   1
     2.3  Meetings by Communication Equipment.............................   1
     2.4  Date, Time and Place of Meeting.................................   2
     2.5  Notice of Meeting...............................................   2
     2.6  Business for Shareholders' Meetings.............................   2
          2.6.1 Business at Annual Meetings...............................   2
          2.6.2 Business at Special Meetings..............................   3
          2.6.3 Notice to Corporation.....................................   3
     2.7  Waiver of Notice................................................   3
     2.8  Fixing of Record Date for Determining Shareholders..............   4
     2.9  Voting Record...................................................   4
     2.10 Quorum..........................................................   4
     2.11 Manner of Acting................................................   5
     2.12 Proxies.........................................................   5
     2.13 Voting of Shares................................................   5
     2.14 Voting for Directors............................................   5
     2.15 Action by Shareholders Without a Meeting........................   5

SECTION 3.  BOARD OF DIRECTORS............................................   6

     3.1  General Powers..................................................   6
     3.2  Number and Tenure...............................................   6
     3.3  Nomination and Election.........................................   6
          3.3.1 Nomination................................................   6
          3.3.2 Election..................................................   7
     3.4  Annual and Regular Meetings.....................................   7
     3.5  Special Meetings................................................   7
     3.6  Meetings by Communication Equipment.............................   8
     3.7  Notice of Special Meetings......................................   8
          3.7.1 Personal Delivery.........................................   8
          3.7.2 Delivery by Mail..........................................   8
          3.7.3  Delivery by Private Carrier..............................   8
          3.7.4  Facsimile Notice.........................................   8
          3.7.5 Delivery by Telegraph.....................................   9
          3.7.6 Oral Notice...............................................   9
     3.8  Waiver of Notice................................................   9
</TABLE>

Restated Bylaws (October 22, 1997)    -ii-
<PAGE>
 
<TABLE>
<S>                                                                         <C> 

          3.8.1 In Writing................................................   9
          3.8.2 By Attendance.............................................   9
     3.9  Quorum..........................................................   9
     3.10 Manner of Acting................................................   9
     3.11 Presumption of Assent...........................................  10
     3.12 Action by Board or Committees Without a Meeting.................  10
     3.13 Resignation.....................................................  10
     3.14 Removal.........................................................  10
     3.15 Vacancies.......................................................  11
     3.16 Executive and Other Committees..................................  11
          3.16.1 Creation of Committees...................................  11
          3.16.2 Authority of Committees..................................  11
          3.16.3 Audit Committee..........................................  12
          3.16.4 Quorum and Manner of Acting..............................  12
          3.16.5 Minutes of Meetings......................................  12
          3.16.6 Resignation..............................................  12
          3.16.7 Removal..................................................  12
     3.17 Compensation....................................................  13

SECTION 4.  OFFICERS......................................................  13

     4.1  Number..........................................................  13
     4.2  Election and Term of Office.....................................  13
     4.3  Resignation.....................................................  13
     4.4  Removal.........................................................  13
     4.5  Contract Rights of Officers.....................................  14
     4.6  Vacancies.......................................................  14
     4.7  Chairman of the Board...........................................  14
     4.8  President.......................................................  14
     4.9  Vice President..................................................  14
     4.10 Secretary.......................................................  15
     4.11 Treasurer.......................................................  15
     4.12 Salaries........................................................  15

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS.........................  15

     5.1  Contracts.......................................................  15
     5.2  Loans to the Corporation........................................  16
     5.3  Loans to Directors..............................................  16
     5.4  Checks, Drafts, Etc.............................................  16
     5.5  Deposits........................................................  16
</TABLE> 

Restated Bylaws (October 22, 1997)   -iii-
<PAGE>
 
<TABLE> 
<S>                                                                         <C> 

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER....................  16

     6.1  Issuance of Shares..............................................  16
     6.2  Certificates for Shares.........................................  16
     6.3  Stock Records...................................................  17
     6.4  Restriction on Transfer.........................................  17
     6.5  Transfer of Shares..............................................  17
     6.6  Lost or Destroyed Certificates..................................  18

SECTION 7.  BOOKS AND RECORDS.............................................  18

SECTION 8.  ACCOUNTING YEAR...............................................  19

SECTION 9.  SEAL..........................................................  19

SECTION l0. INDEMNIFICATION...............................................  19

     10.1 Right to Indemnification........................................  19
     10.2 Restriction on Indemnification..................................  20
     10.3 Advancement of Expenses.........................................  20
     10.4 Right of Indemnitee to Bring Suit...............................  20
     10.5 Procedures Exclusive............................................  21
     10.6 Nonexclusivity of Rights........................................  21
     10.7 Insurance, Contract and Funding.................................  21
     10.8 Indemnification of Employee and Agent of the Corporation........  21
     10.9 Person Serving Other Entities...................................  21

SECTION 11. AMENDMENTS....................................................  22
</TABLE>

Restated Bylaws (October 22, 1997)    -iv-
<PAGE>
 
                                RESTATED BYLAWS

                                       OF

                               VISIO CORPORATION


                              SECTION 1.  OFFICES

     The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate.  The corporation may have such other offices, either within or
without the state of Washington, as the Board may designate or as the business
of the corporation may require from time to time.


                            SECTION 2.  SHAREHOLDERS

2.1  Annual Meeting

     The annual meeting of the shareholders shall be held the last Wednesday of
February in each year at 10:00 a.m. for the purpose of electing Directors and
transacting such other business as may properly come before the meeting.  If the
day fixed for the annual meeting is a legal holiday at the place of the meeting,
the meeting shall be held on the next succeeding business day.  If the annual
meeting is not held on the date designated therefor, the Board shall cause the
meeting to be held as soon thereafter as may be convenient.


2.2  Special Meetings

     The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose.  Further, a special meeting of the
shareholders shall be held if the holders of not less than 10% of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held; provided, however, that upon qualification of the corporation as a
         --------  -------                                                 
"public company" under Title 23B RCW the percentage of votes required to call a
special meeting shall be 50%.


2.3  Meetings by Communication Equipment

     Shareholders may participate in a meeting of the shareholders by 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 by such means shall constitute presence in person at a meeting.

Restated Bylaws (October 22, 1997)    -1-
<PAGE>
 
2.4  Date, Time and Place of Meeting

     Except as otherwise provided, all meetings of shareholders shall be held on
such date and at such time and place within or without the state of Washington
as designated by the Board, by any persons entitled to call a meeting hereunder
or in a waiver of notice signed by all of the shareholders entitled to notice of
the meeting.


2.5  Notice of Meeting

     Written notice stating the place, day and time 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 Board, the Chairman of the
Board, the President or the Secretary to each shareholder entitled to notice of
or to vote at the meeting not less than 10 nor more than 60 days before the
meeting, except that notice of a meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, the sale, lease, exchange
or other disposition of all or substantially all of the corporation's assets
other than in the regular course of business or the dissolution of the
corporation shall be given not less than 20 nor more than 60 days before such
meeting.  Such 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 such
notice.  If these forms of written notice are impractical in the view of the
Board, the Chairman of the Board, the President or the Secretary, written notice
may be transmitted by an advertisement in a newspaper of general circulation in
the area of the corporation's principal office.  If such notice is mailed, it
shall be deemed effective when deposited in the official government mail, first-
class postage prepaid, properly addressed to the shareholder at such
shareholder's address as it appears in the corporation's current record of
shareholders.  Notice given in any other manner shall be deemed effective when
dispatched to the shareholder's address, telephone number or other number
appearing on the records of the corporation.  Any notice given by publication as
herein provided shall be deemed effective five days after first publication.


2.6  Business for Shareholders' Meetings

     2.6.1  Business at Annual Meetings

     In addition to the election of directors, other proper business may be
transacted at an annual meeting of shareholders, provided that such business is
properly brought before such meeting.  To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or (b)
brought before the meeting by a shareholder pursuant to written notice thereof,
in accordance with subsection 2.6.3 hereof, and received by the Secretary not
fewer than 60 nor more than 90 days prior to the date specified in subsection
2.1 hereof for such annual meeting (or, if less than 60 days' notice 

Restated Bylaws (October 22, 1997)    -2-
<PAGE>
 
or prior public disclosure of the date of the annual meeting is given or made to
the shareholders, not later than the tenth day following the day on which the
notice of the date of the annual meeting was mailed or such public disclosure
was made). Any such shareholder notice shall set forth (i) the name and address
of the shareholder proposing such business; (ii) a representation that the
shareholder is entitled to vote at such meeting and a statement of the number of
shares of the corporation which are beneficially owned by such shareholder;
(iii) a representation that the shareholder intends to appear in person or by
proxy at the meeting to propose such business; and (iv) as to each matter the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting, the language of the proposal (if appropriate), and
any material interest of the shareholder in such business. No business shall be
conducted at any annual meeting of shareholders except in accordance with this
subsection 2.6.1. If the facts warrant, the Board, or the chairman of an annual
meeting of shareholders, may determine and declare (a) that a proposal does not
constitute proper business to be transacted at the meeting or (b) that business
was not properly brought before the meeting in accordance with the provisions of
this subsection 2.6.1 and, if, in either case, it is so determined, any such
business shall not be transacted. The procedures set forth in this subsection
2.6.1 for business to be properly brought before an annual meeting by a
shareholder are in addition to, and not in lieu of, the requirements set forth
in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor provision.

     2.6.2  Business at Special Meetings

     At any special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.5
hereof, shall come before such meeting.

     2.6.3  Notice to Corporation

     Any written notice required to be delivered by a shareholder to the
corporation pursuant to subsection 2.5, subsection 2.6.1 or subsection 2.6.2
hereof must be given, either by personal delivery or by registered or certified
mail, postage prepaid, to the Secretary at the corporation's executive offices
in the city of Seattle, state of Washington.


2.7  Waiver of Notice

     Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Further,
notice of the time, place and purpose of any meeting 

Restated Bylaws (October 22, 1997)    -3-
<PAGE>
 
will be deemed to be waived by any shareholder by attendance thereat in person
or by proxy, unless such shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting.


2.8  Fixing of Record Date for Determining Shareholders

     For the purpose of determining shareholders entitled (a) to notice of or to
vote at any meeting of shareholders or any adjournment thereof, (b) to demand a
special meeting, or (c) to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the Board may fix in
advance a date as the record date for any such determination.  Such record date
shall be not more than seventy (70) days, and in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination is to be taken.  If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting, the record date shall be the day immediately preceding the
date on which notice of the meeting is first given to shareholders.  Such a
determination shall apply to any adjournment of the meeting unless the Board
fixes a new record date, which it shall do if the meeting is adjourned to a date
more than 120 days after the date fixed for the original meeting.  If no record
date is fixed for the determination of shareholders entitled to receive payment
of any stock dividend or distribution (other than one involving a purchase,
redemption or other acquisition of the corporation's shares) the record date
shall be the date the Board authorizes the stock dividend or distribution.


2.9  Voting Record

     At least 10 days before each meeting of shareholders, a complete record of
the shareholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged by voting group and by each class or series of shares
therein, with the address of and number of shares held by each shareholder.
This record shall be kept on file at the registered office of the corporation
for 10 days prior to such meeting and shall be kept open at such meeting for the
inspection of any shareholder or any shareholder's agent.


2.10  Quorum

     A majority of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, 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 shareholders.  If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice if the new date, time or
place is announced at the meeting before adjournment.  Any business may be
transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented
thereat.  Once a share is 

Restated Bylaws (October 22, 1997)    -4-
<PAGE>
 
represented for any purpose at a meeting other than solely to object to holding
the meeting or transacting business thereat, it is deemed present for quorum
purposes for the remainder of the meeting and any adjournment thereof (unless a
new record date is or must be set for the adjourned meeting), notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.


2.11  Manner of Acting

     If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed the
votes cast against such action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Washington
Business Corporation Act requires a greater number of affirmative votes.


2.12  Proxies

     A shareholder may vote by proxy executed in writing by the shareholder or
by his or her attorney-in-fact or agent or other officer or agent authorized to
tabulate votes.  Such proxy shall be effective when received by the Secretary of
the corporation before or at the time of the meeting.  A proxy shall become
invalid 11 months after the date of its execution, unless otherwise provided in
the proxy.  A proxy with respect to a specified meeting shall entitle the holder
thereof to vote at any reconvened meeting following adjournment of such meeting,
but shall not be valid after the final adjournment thereof.


2.13  Voting of Shares

     Except as provided in the Articles of Incorporation or in Section 2.14
hereof, each outstanding share entitled to vote with respect to the subject
matter of an issue submitted to a meeting of shareholders shall be entitled to
one vote upon each such issue.


2.14  Voting for Directors

     Each shareholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such shareholder for as many
persons as there are Directors to be elected and for whose election such
shareholder has a right to vote.


2.15  Action by Shareholders Without a Meeting

     Any action which could be taken at a meeting of the shareholders may be
taken without a meeting if a written consent setting forth the action so taken
is signed by all shareholders entitled to vote with respect to the subject
matter thereof.  If not otherwise fixed by the Board, the record date for
determining shareholders entitled to take action without a meeting is the date
the first shareholder signs the consent.  A shareholder may 

Restated Bylaws (October 22, 1997)    -5-
<PAGE>
 
withdraw a consent only by delivering a written notice of withdrawal to the
corporation prior to the time that all consents are in the possession of the
corporation. Action taken by written consent of shareholders without a meeting
is effective when all consents are in the possession of the corporation, unless
the consent specifies a later effective date. Any such consent shall be inserted
in the minute book as if it were the minutes of a meeting of the shareholders.


                         SECTION 3.  BOARD OF DIRECTORS

3.1  General Powers

     All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the Board, except as may be otherwise provided in these Bylaws, the Articles
of Incorporation or the Washington Business Corporation Act.


3.2  Number and Tenure

     The Board shall be composed of not less than one nor more than seven
Directors, the specific number to be set by resolution of the Board.  The number
of Directors may be changed from time to time by amendment to these Bylaws, but
no decrease in the number of Directors shall have the effect of shortening the
term of any incumbent Director.  Unless a Director dies, resigns, or is removed,
he or she shall hold office until the next annual meeting of shareholders or
until his or her successor is elected and qualified, whichever is later.
Directors need not be shareholders of the corporation or residents of the State
of Washington.


3.3  Nomination and Election

     3.3.1  Nomination

     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors.  Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
shareholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a shareholder may nominate persons for election
as Directors only if written notice (in accordance with subsection 2.6.3 hereof)
of such shareholder's intention to make such nomination is received by the
Secretary not later than (i) with respect to an election to be held at an annual
meeting of the shareholders, not fewer than sixty (60) nor more than ninety (90)
days prior to the date specified in subsection 2.1 hereof for such annual
meeting (or if less than sixty (60) days' notice or prior public disclosure of
the date of the annual meeting is given or made to the shareholders, not later
than the tenth day following the day on which such notice of the date of the
annual meeting was mailed or 

Restated Bylaws (October 22, 1997)    -6-
<PAGE>
 
such public disclosure was made) and (ii) with respect to an election to be held
at a special meeting of the shareholders for the election of Directors, the
close of business on the seventh business day following the date on which notice
of such meeting is first given to shareholders. Any such shareholder's notice
shall set forth (a) the name and address of the shareholder who intends to make
a nomination; (b) a representation that the shareholder is entitled to vote at
such meeting and a statement of the number of shares of the corporation which
are beneficially owned by such shareholder; (c) a representation that the
shareholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (d) as to each person the
shareholder proposes to nominate for election or re-election as a Director, the
name and address of such person and such other information regarding such
nominee as would be required in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had such nominee been nominated
by the Board, and a description of any arrangements or understandings, between
the shareholder and such nominee and any other persons (including their names),
pursuant to which the nomination is to be made; and (e) the consent of each such
nominee to serve as a Director if elected. If the facts warrant, the Board, or
the chairman of a shareholders' meeting at which Directors are to be elected,
shall determine and declare that a nomination was not made in accordance with
the foregoing procedure and, if it is so determined, the defective nomination
shall be disregarded. The right of shareholders to make nominations pursuant to
the foregoing procedure is subject 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. The procedures set forth in this subsection 3.3 for nomination
for the election of Directors by shareholders are in addition to, and not in
limitation of, any procedures now in effect or hereafter adopted by or at the
direction of the Board or any committee thereof.

     3.3.2  Election

     At each election of Directors, the persons receiving the greatest number of
votes shall be the Directors.


3.4  Annual and Regular Meetings

     An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of shareholders.  By resolution, the
Board, or any committee thereof, may specify the time and place either within or
without the state of Washington for holding regular meetings thereof without
other notice than such resolution.


3.5  Special Meetings

     Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in 

Restated Bylaws (October 22, 1997)    -7-
<PAGE>
 
the case of special Board meetings, any two Directors and, in the case of any
special meeting of any committee designated by the Board, by the Chairman
thereof. The person or persons authorized to call special meetings may fix any
place either within or without the State of Washington as the place for holding
any special Board or committee meeting called by them.


3.6  Meetings by Communication Equipment

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by 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 by such means
shall constitute presence in person at a meeting.


3.7  Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, date and
time of the meeting shall be given to a Director in writing or orally by
telephone or in person.  Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

     3.7.1  Personal Delivery

     If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.

     3.7.2  Delivery by Mail

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least five days before the meeting
properly addressed to a Director at his or her address shown on the records of
the corporation with postage prepaid.

     3.7.3  Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

     3.7.4  Facsimile Notice

     If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before 

Restated Bylaws (October 22, 1997)    -8-
<PAGE>
 
the meeting to a Director at his or her telephone number or other number
appearing on the records of the corporation.

     3.7.5  Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be deemed effective
if the contents thereof are delivered to the telegraph company for delivery to a
Director at his or her address shown on the records of the corporation at least
three days before the meeting.

     3.7.6  Oral Notice

     If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.


3.8  Waiver of Notice

     3.8.1  In Writing

     Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board or any committee designated by the Board
need be specified in the waiver of notice of such meeting.

     3.8.2  By Attendance

     A Director's attendance at or participation in a Board or committee meeting
shall constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business thereat and does not thereafter vote
for or assent to action taken at the meeting.


3.9  Quorum

     A majority of the number of Directors fixed by or in the manner provided in
these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting but, if less than a majority are present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.


3.10  Manner of Acting

     If a quorum is present when the vote is taken, the act of the majority of
the Directors present at a Board meeting at which there is a quorum shall be the
act of the 

Restated Bylaws (October 22, 1997)    -9-
<PAGE>
 
Board, unless the vote of a greater number is required by these Bylaws, the
Articles of Incorporation or the Washington Business Corporation Act.


3.11  Presumption of Assent

     A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed 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 the meeting or transacting any
business thereat, (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.


3.12  Action by Board or Committees Without a Meeting

     Any action which could be taken at a meeting of the Board or of any
committee designated by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member either before or after the action is taken and
delivered to the corporation.  Action taken by written consent of Directors
without a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date.  Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board or a committee
meeting.


3.13  Resignation

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board.  Any such
resignation shall take effect at the time specified therein, or, if the time is
not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.


3.14  Removal

     At a meeting of shareholders called expressly for that purpose, one or more
members of the Board (including the entire Board) may be removed with or without
cause, unless the Articles of Incorporation permit removal for cause only, by a
vote of the holders of a majority of the shares then entitled to vote on the
election of Directors.  If the Articles of Incorporation permit cumulative
voting in the election of Directors, then if less than the entire Board is to be
removed, no one of the Directors may be removed if the votes cast against his or
her removal would be sufficient to elect such Director if then 

Restated Bylaws (October 22, 1997)    -10-
<PAGE>
 
cumulatively voted at an election of the entire Board or, if there are classes
of Directors, at an election of the class of Directors of which such Director is
a part.


3.15  Vacancies

     Subject to the provisions of Section 3.14 hereof and unless the Articles of
Incorporation provide otherwise, any vacancy occurring on the Board may be
filled by the shareholders, the Board or, if the Directors in office constitute
fewer than a quorum, by the affirmative vote of a majority of the remaining
Directors.  Any vacant office held by a Director elected by the holders of one
or more classes or series of shares entitled to vote and be counted collectively
thereon shall be filled only by the vote of the holders of such class or series
of shares.  A Director elected to fill a vacancy shall serve only until the next
election of Directors by the shareholders.


3.16  Executive and Other Committees

     3.16.1  Creation of Committees

     The Board, by resolution adopted by a majority of the number of Directors
fixed by or in the manner provided in these Bylaws, may appoint standing or
temporary committees, including an Executive Committee, from its own number and
invest such committees with such powers as it may see fit, subject to such
conditions as may be prescribed by the Board, these Bylaws and applicable law.

     3.16.2  Authority of Committees

     Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board designating the
committee and any subsequent resolutions pertaining thereto and adopted in like
manner, except that no such committee shall have the authority to:  (1)
authorize or approve a distribution except according to a general formula or
method prescribed by the Board, (2) approve or recommend to shareholders actions
or proposals required by the Washington Business Corporation Act to be approved
by shareholders, (3) fill vacancies on the Board or any committee thereof, (4)
adopt, amend or repeal these Bylaws, (5) approve a plan of merger,
consolidation, or exchange of shares not requiring shareholder approval, (6)
amend the Articles of Incorporation pursuant to RCW 23B.10.020, or (7) authorize
or approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically
prescribed by the Board.

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<PAGE>
 
     3.16.3  Audit Committee

     In addition to any committees appointed pursuant to this Section 3.16,
there shall be an Audit Committee, appointed annually by the Board, consisting
of at least two Directors who are not members of management.  It shall be the
responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the corporation, to review
compliance with all corporate policies which have been approved by the Board and
to discharge such other responsibilities as may from time to time be assigned to
it by the Board.  The Audit Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board as they
consider appropriate.

     3.16.4  Quorum and Manner of Acting

     A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee but, if less
than a majority is present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice.  Except as may
be otherwise provided in the Washington Business Corporation Act, the act of a
majority of the members of a committee present at a meeting at which a quorum is
present shall be the act of the committee.

     3.16.5  Minutes of Meetings

     All committees shall keep regular minutes of their meetings and shall cause
them to be recorded in books kept for that purpose.

     3.16.6  Resignation

     Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary, the
Board, or the Chairman of such committee.  Any such resignation shall take
effect at the time specified therein, or, if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     3.16.7  Removal

     The Board may remove from office any member of any committee elected or
appointed by it but only by the affirmative vote of not less than a majority of
the number of Directors fixed by or in the manner provided in these Bylaws.

Restated Bylaws (October 22, 1997)    -12-
<PAGE>
 
3.17  Compensation

     By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing.  No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.


                              SECTION 4.  OFFICERS

4.1  Number

     The officers of the corporation shall consist of a President, a Secretary
and a Treasurer, each of whom shall be elected by the Board.  One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board.  Any officer may be assigned by the Board any
additional title that the Board deems appropriate.  The Board may delegate to
any officer or agent the power to appoint any subordinate officers or agents and
to prescribe their respective terms of office, authority and duties.  Any two or
more offices may be held by the same person.


4.2  Election and Term of Office

     The officers of the corporation shall be elected annually by the Board at
the Board meeting held after the annual meeting of the shareholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held.  Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.


4.3  Resignation

     Any officer may resign at any time by delivering written notice to the
corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, upon delivery thereof and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


4.4  Removal

     Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served 

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<PAGE>
 
thereby, with or without cause. An officer or assistant officer, if appointed by
another officer, may be removed by any officer authorized to appoint officers or
assistant officers.


4.5  Contract Rights of Officers

     The appointment of an officer does not itself create contract rights.


4.6  Vacancies

     A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term or for a new term established by
the Board.


4.7  Chairman of the Board

     If elected, the Chairman of the Board shall perform such duties as shall be
assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and shareholders unless another officer is appointed or
designated by the Board as Chairman of such meetings.


4.8  President

     The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and shareholders in the absence of a Chairman of the
Board, and, subject to the Board's control, shall supervise and control all of
the assets, business and affairs of the corporation.  The President may sign
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner.  In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time.


4.9  Vice President

     In the event of the death of the President or his or her inability to act,
the Vice President (or, if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or,
if no Vice President is so designated, the Vice President first elected to such
office) shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President.  Any Vice President may sign, with the
Secretary or any Assistant Secretary, certificates for shares of the
corporation.  Vice Presidents shall have, to the extent authorized by the
President or the Board, the same 

Restated Bylaws (October 22, 1997)    -14-
<PAGE>
 
powers as the President to sign deeds, mortgages, bonds, contracts, or other
instruments. Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the President or by the Board.


4.10  Secretary

     If appointed, the Secretary shall be responsible for preparation of minutes
of the meetings of the Board and shareholders, maintenance of the corporation
records and stock registers, and authentication of the corporation's records,
and shall in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
President or by or at the direction of the Board.  In the absence of the
Secretary, an Assistant Secretary may perform the duties of the Secretary.


4.11  Treasurer

     If required by the Board, the Treasurer shall provide a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine.  The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws; and in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or by the Board.  In the absence of the
Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.


4.12  Salaries

     The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority.  No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.


               SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1  Contracts

     The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation.  Such authority may be general or confined to
specific instances.

Restated Bylaws (October 22, 1997)    -15-
<PAGE>
 
5.2  Loans to the Corporation

     No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board.  Such authority may be general or confined to specific instances.


5.3  Loans to Directors

     The corporation may not lend money to or guarantee the obligation of a
Director unless approved by the holders of at least a majority of the votes
represented by the outstanding shares of all classes entitled to vote thereon,
excluding the votes of the benefited Director, or the Board determines that the
loan or guarantee benefits the corporation and either approves the specific loan
or guarantee or a general plan authorizing loans and guarantees.


5.4  Checks, Drafts, Etc.

     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 officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.


5.5  Deposits

     All 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 may authorize.


             SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1  Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board and empowered to do so.


6.2  Certificates for Shares

     Certificates representing shares of the corporation shall be signed by the
President or any Vice President and by the Secretary or any Assistant Secretary
or the Treasurer or any Assistant Secretary and shall include on their face
written notice of any restrictions which may be imposed on the transferability
of such shares.  All certificates shall be consecutively numbered or otherwise
identified.

Restated Bylaws (October 22, 1997)    -16-
<PAGE>
 
6.3  Stock Records

     The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar.  The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation.  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.


6.4  Restriction on Transfer

     Except to the extent that the corporation has obtained an opinion of
counsel acceptable to the corporation that transfer restrictions are not
required under applicable securities laws, or has otherwise satisfied itself
that such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on the reverse of the certificate if a reference to the legend is contained on
the face, which reads substantially as follows:  "The securities evidenced by
this certificate have not been registered under the Securities Act of 1933 or
any applicable state law, and no interest therein may be sold, distributed,
assigned, offered, pledged or otherwise transferred unless (a) there is an
effective registration statement under such Act and applicable state securities
laws covering any such transaction involving said securities or (b) this
corporation receives an opinion of legal counsel for the holder of these
securities (concurred in by legal counsel for this corporation) stating that
such transaction is exempt from registration or this corporation otherwise
satisfies itself that such transaction is exempt from registration.  Neither the
offering of the securities nor any offering materials have been reviewed by any
administrator under the Securities Act of 1933, or any applicable state law."


6.5  Transfer of Shares

     The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation.  All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificates shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

Restated Bylaws (October 22, 1997)    -17-
<PAGE>
 
6.6  Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.


                         SECTION 7.  BOOKS AND RECORDS

     The corporation shall:

     (a) Keep as permanent records minutes of all meetings of its shareholders
and the Board, a record of all actions taken by the shareholders or the Board
without a meeting, and a record of all actions taken by a committee of the Board
exercising the authority of the Board on behalf of the corporation.

     (b) Maintain appropriate accounting records.

     (c) Maintain a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders, in
alphabetical order by class of shares showing the number and class of shares
held by each; provided, however, such record may be maintained by an agent of
the corporation.

     (d) Maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.

     (e) Keep a copy of the following records at its principal office:


          1. the Articles of Incorporation and all amendments thereto as
currently in effect;

          2. the Bylaws and all amendments thereto as currently in effect;

          3. the minutes of all meetings of shareholders and records of all
action taken by shareholders without a meeting, for the past three years;

          4. the financial statements described in Section 23B.16.200(1) of the
Washington Business Corporation Act for the past three years;

          5. all written communications to shareholders generally within the
past three years;

          6. a list of the names and business addresses of the current Directors
and officers; and

Restated Bylaws (October 22, 1997)    -18-
<PAGE>
 
          7. the most recent annual report delivered to the Washington Secretary
of State.


                          SECTION 8.  ACCOUNTING YEAR

     The accounting year end of the corporation shall be the Friday nearest
September 30, provided that if a different accounting year is at any time
selected by the Board for purposes of federal income taxes, or any other
purpose, the accounting year shall be the year so selected.


                                SECTION 9.  SEAL

     The Board may provide for a corporate seal which shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.


                          SECTION l0.  INDEMNIFICATION

10.1  Right to Indemnification

     Each person who was, is or is threatened to be made a named party to or is
otherwise involved (including, without limitation, as a witness) in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the corporation or, that being or having been such a
Director or officer or an employee of the corporation, he or she is or was
serving at the request of the corporation as a Director, officer, partner,
trustee, employee or agent of another corporation or of a partnership, joint
venture, trust, employee benefit plan or other enterprise (hereinafter an
"indemnitee"), whether the basis of a proceeding is alleged action in an
official capacity as such a Director, officer, partner, trustee, employee or
agent or in any other capacity while serving as such a Director, officer,
partner, trustee, employee or agent, shall be indemnified and held harmless by
the corporation against all expense, liability and loss (including counsel fees,
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith, and such indemnification shall continue as to an
indemnitee who has ceased to be a Director, officer, partner, trustee, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.  Except as provided in subsection 10.2 of this Section with
respect to proceedings seeking to enforce rights to indemnification, the
corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if a proceeding (or part
thereof) was authorized or ratified by the Board.  The right to indemnification
conferred in this Section 10.1 shall be a contract right.

Restated Bylaws (October 22, 1997)    -19-
<PAGE>
 
10.2  Restriction on Indemnification

     No indemnification shall be provided to any such indemnitee for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the Washington Business Corporation Act,
for any transaction with respect to which it was finally adjudged that such
indemnitee personally received a benefit in money, property or services to which
the indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification, except that if
Section 23B.08.560 or any successor provision of the Washington Business
Corporation Act is hereafter amended, the restrictions on indemnification set
forth in this subsection 10.2 shall be as set forth in such amended statutory
provision.


10.3  Advancement of Expenses

     The right to indemnification conferred in this Section shall include the
right to be paid by the corporation the expenses incurred in defending any
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses").  An advancement of expenses shall be made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this subsection 10.3.


10.4  Right of Indemnitee to Bring Suit

     If a claim under subsection 10.1 or 10.3 of this Section is not paid in
full by the corporation within 60 days after a written claim has been received
by the corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days, the indemnitee
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim.  If successful in whole or in part, in any such suit
or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit.  The indemnitee
shall be presumed to be entitled to indemnification under this Section upon
submission of a written claim (and, in an action brought to enforce a claim for
an advancement of expenses, where the required undertaking has been tendered to
the corporation) and thereafter the corporation shall have the burden of proof
to overcome the presumption that the indemnitee is so entitled.

Restated Bylaws (October 22, 1997)    -20-
<PAGE>
 
10.5  Procedures Exclusive

     Pursuant to Section 23B.08.560(2) or any successor provision of the
Washington Business Corporation Act, the procedures for indemnification and
advancement of expenses set forth in this Section are in lieu of the procedures
required by Section 23B.08.550 or any successor provision of the Washington
Business Corporation Act.


10.6  Nonexclusivity of Rights

     The right to indemnification and the advancement of expenses conferred in
this Section shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Articles of
Incorporation or Bylaws of the corporation, general or specific action of the
Board, contract or otherwise.


10.7  Insurance, Contract and Funding

     The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, partner, trustee, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Washington Business Corporation Act.  The
corporation may enter into contracts with any Director, officer, partner,
trustee, employee or agent of the corporation in furtherance of the provisions
of this Section and may create a trust fund, grant a security interest or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Section.


10.8  Indemnification of Employee and Agent of the Corporation

     The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees and agents or any class
or group of employees and agents of the corporation (i) with the same scope and
effect as the provisions of this Section with respect to the indemnification and
advancement of expenses of Directors and officers of the corporation; (ii)
pursuant to rights granted pursuant to, or provided by, the Washington Business
Corporation Act; or (iii) otherwise consistent with law.


10.9  Person Serving Other Entities

     Any person who, while a Director, officer or employee of the corporation,
is or was serving (a) as a Director or officer of another foreign or domestic
corporation of which a majority of the-shares entitled to vote in the election
of its Directors is held by the corporation, or (b) as a partner, trustee or
otherwise in an executive or management capacity in a partnership, joint
venture, trust or other enterprise of which the corporation 

Restated Bylaws (October 22, 1997)    -21-
<PAGE>
 
or a wholly owned subsidiary of the corporation is a general partner or has a
majority ownership shall be deemed to be so serving at the request of the
corporation and entitled to indemnification and advancement of expenses under
subsections 10.1 and 10.3 of this Section.


                            SECTION 11.  AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board.  The shareholders may also alter, amend and repeal these
Bylaws or adopt new Bylaws.  All Bylaws made by the Board may be amended,
repealed, altered or modified by the shareholders.



     The foregoing Restated Bylaws were adopted by the Board of Directors on
October 22, 1997.



                                       ----------------------------------------
                                                       Secretary



Restated Bylaws (October 22, 1997)    -22-