<PAGE>
                                                                     EXHIBIT 3.5



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       ADVANCED FIBRE COMMUNICATIONS, INC.

                            (A DELAWARE CORPORATION)


<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
Article I Offices............................................................................1
     Section 1.    Registered Office.........................................................1
     Section 2.    Other Offices.............................................................1

Article II Corporate Seal....................................................................1
     Section 3.    Corporate Seal............................................................1

Article III Meetings Of Stockholders And Voting Rights.......................................1
     Section 4.    Place Of Meetings.........................................................1
     Section 5.    Annual Meeting............................................................1
     Section 6.    Postponement Of Annual Meeting............................................2
     Section 7.    Special Meetings..........................................................2
     Section 8.    Notice Of Meetings........................................................2
     Section 9.    Manner Of Giving Notice...................................................2
     Section 10.   Quorum And Transaction Of Business........................................3
     Section 11.   Adjournment And Notice Of Adjourned Meetings..............................5
     Section 12.   Waiver Of Notice, Consent To Meeting Or Approval Of Minutes...............5
     Section 13.   Action By Written Consent Without A Meeting...............................5
     Section 14.   Voting....................................................................6
     Section 15.   List of Persons Entitled To Vote Or Consent...............................6
     Section 16.   Proxies...................................................................6
     Section 17.   Inspectors Of Election....................................................7

Article IV Board Of Directors................................................................7
     Section 18.   Powers....................................................................7
     Section 19.   Number Of Directors.......................................................7
     Section 20.   Election Of Directors, Term, Qualifications...............................7
     Section 21.   Resignations..............................................................8
     Section 22.   Removal...................................................................8
     Section 23.   Vacancies.................................................................8
     Section 24.   Regular Meetings..........................................................9
     Section 25.   Participation By Telephone................................................9
     Section 26.   Special Meetings..........................................................9
     Section 27.   Notice Of Meetings........................................................9
     Section 28.   Place Of Meetings.........................................................9
     Section 29.   Action By Written Consent Without A Meeting...............................9
     Section 30.   Quorum And Transaction Of Business........................................9
     Section 31.   Adjournment..............................................................10
     Section 32.   Organization.............................................................10
     Section 33.   Compensation.............................................................10
     Section 34.   Committees...............................................................10

Article V Officers..........................................................................11
     Section 35.   Officers.................................................................11
     Section 36.   Appointment..............................................................11
     Section 37.   Inability To Act.........................................................11
     Section 38.   Resignation..............................................................11
</TABLE>




                                      -i-

<PAGE>

<TABLE>
<S>                                                                                         <C>
     Section 39.   Removal..................................................................11
     Section 40.   Vacancies................................................................11
     Section 41.   Chairman Of The Board....................................................11
     Section 42.   President................................................................12
     Section 43.   Vice Presidents..........................................................12
     Section 44.   Secretary And Assistant Secretary........................................12
     Section 45.   Chief Financial Officer..................................................13
     Section 46.   Compensation.............................................................13

Article VI Contracts, Loans, Bank Accounts, Checks And Drafts...............................14
     Section 47.   Execution Of Contracts And Other Instruments.............................14
     Section 48.   Loans....................................................................14
     Section 49.   Bank Accounts............................................................14
     Section 50.   Checks, Drafts, Etc......................................................14

Article VII Certificates For Stock And Their Transfer.......................................15
     Section 51.   Certificate For Stock....................................................15
     Section 52.   Transfer on the books....................................................15
     Section 53.   Lost, Destroyed And Stolen Certificates..................................15
     Section 54.   Issuance, Transfer And Registration Of Shares............................16

Article VIII Inspection Of Corporate Records................................................16
     Section 55.   Inspection By Directors..................................................16
     Section 56.   Inspection By Stockholders...............................................16
     Section 57.   Written Form.............................................................16

Article IX Miscellaneous....................................................................17
     Section 58.   Fiscal Year..............................................................17
     Section 59.   Annual Report............................................................17
     Section 60.   Record Date..............................................................17
     Section 61.   Bylaw Amendments.........................................................17
     Section 62.   Construction And Definition..............................................18
     Section 63.   Registered Stockholders..................................................18
     Section 64.   Dividends................................................................18

Article X Indemnification...................................................................18
     Section 65.   Indemnification Of Directors, Officers, Employees And Other Agents.......18
</TABLE>





                                      -ii-

<PAGE>

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       ADVANCED FIBRE COMMUNICATIONS, INC.
                            (A DELAWARE CORPORATION)

                                    ARTICLE I
                                     OFFICES


        SECTION 1. REGISTERED OFFICE. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.

        Section 2. OTHER OFFICES. Additional offices of the corporation shall be
located at such place or places, within or outside the State of Delaware, as the
Board of Directors may from time to time authorize or the business of the
corporation may require.


                                   ARTICLE II
                                 CORPORATE SEAL

        SECTION 3. CORPORATE SEAL. The Board of Directors may adopt a corporate
seal having inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." If and when a seal is
adopted by the Board of Directors, such seal may be used by causing it or a
facsimile thereof to be engraved, lithographed, printed, stamped, impressed upon
or affixed to any contract, conveyance, certificate for stock or other
instrument executed by the corporation.


                                   ARTICLE III
                   MEETINGS OF STOCKHOLDERS AND VOTING RIGHTS

        SECTION 4. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed from time to
time by the Board of Directors, or at such other place either within or without
the State of Delaware as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

        SECTION 5. ANNUAL MEETING. Annual meetings of stockholders, commencing
with the year 1997, shall be held at such date and time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting. At such annual meeting, directors shall be elected and any other
business may be transacted which may properly come before the meeting.




                                      -1-
<PAGE>

        SECTION 6. POSTPONEMENT OF ANNUAL MEETING. The Board of Directors and
the President shall each have authority to hold at an earlier date and/or time,
or to postpone to a later date and/or time, the annual meeting of stockholders.

        SECTION 7. SPECIAL MEETINGS.

        (a) Special meetings of the stockholders, for any purpose or purposes,
may be called by the Board of Directors, or the Chairman of the Board of
Directors.

        (b) Upon written request to the Chairman of the Board of Directors, the
President, any vice president or the Secretary of the corporation by any person
or persons (other than the Board of Directors) entitled to call a special
meeting of the stockholders, such officer forthwith shall cause notice to be
given to the stockholders entitled to vote, that a meeting will be held at a
time requested by the person or persons calling the meeting, such time to be not
less than 10 nor more than 60 days after receipt of such request. If such notice
is not given within 20 days after receipt of such request, the person or persons
calling the meeting may give notice thereof in the manner provided by law or in
these bylaws. Nothing contained in this Section 7 shall be construed as
limiting, fixing or affecting the time or date when a meeting of stockholders
called by action of the Board of Directors may be held.

        SECTION 8. NOTICE OF MEETINGS. Except as otherwise may be required by
law and subject to subsection 7(b) above, notice of each meeting of stockholders
shall be given in accordance with Section 9 hereof to each stockholder entitled
to vote at that meeting by the Secretary, assistant secretary or other person
charged with that duty, not less than 10 nor more than 60 days before such
meeting.

        Notice of any meeting of stockholders shall state the date, place (if
any) and hour of the meeting, the means of remote communications (if any) by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting and,

        (a) in the case of a special meeting, the general nature of the business
to be transacted;

        (b) in the case of an annual meeting, the general nature of matters
which the Board of Directors, at the time the notice is given, intends to
present for action by the stockholders; and

        (c) in the case of any meeting at which directors are to be elected, the
names of the nominees intended at the time of the notice to be presented by
management for election.

        At a special meeting, notice of which has been given in accordance with
this Section, action may not be taken with respect to business, the general
nature of which has not been stated in such notice. At an annual meeting, action
may be taken with respect to business stated in the notice of such meeting and
any other business as may properly come before the meeting.

        SECTION 9. MANNER OF GIVING NOTICE. Notice of any meeting of
stockholders shall be given personally, by mail, by electronic transmission or
by other written communication, addressed to the stockholder at the address,
number, electronic mail address




                                      -2-
<PAGE>

or other location of that stockholder appearing on the books of the corporation
or given by the stockholder to the corporation for the purpose of notice. If no
such address, number, email address or other location appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that stockholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located. Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or, if sent by electronic transmission, as
follows: (i) if by facsimile telecommunication, when directed to a number at
which the stockholder has consented to receive notice, (ii) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice, (iii) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting, upon
the later of (a) such posting and (b) the giving of such separate notice, and
(iv) if by any other form of electronic transmission, when directed to the
stockholder.

        An affidavit of mailing or of electronic transmission of any notice or
report in accordance with the provisions of this Section 9, executed by the
Secretary, Assistant Secretary or any transfer agent or other agent, shall be
prima facie evidence of the giving of the notice.

        SECTION 10. QUORUM AND TRANSACTION OF BUSINESS.

        (a) At any meeting of the stockholders, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum.
If a quorum is present, (i) subject to the rights of the holders of any series
of preferred stock to elect directors, a plurality of the votes cast by written
ballot at a meeting of the stockholders at which directors are to be elected
shall elect directors and (ii) the affirmative vote of the majority of shares
represented at the meeting and entitled to vote on any other matter shall be the
act of the stockholders, in each case unless the vote of a greater number or
voting by classes is required by law or by the Certificate of Incorporation, and
except as provided in subsection (c) below.

        If authorized by the board of directors, the requirement of a written
ballot set forth in Section 10(a)(i) above shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxyholder.

        If authorized by the board of directors in its sole discretion, and
subject to such guidelines and procedures as the board of directors may adopt,
stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication:

               (1) participate in a meeting of stockholders; and

               (2) be deemed present in person and vote at a meeting of
        stockholders whether such meeting is to be held at a designated place or
        solely by means of remote communication, provided that (i) the
        corporation shall implement reasonable measures to verify that each
        person deemed present and permitted to vote at the meeting by means of
        remote communication is a stockholder or proxyholder, (ii) the




                                      -3-
<PAGE>

        corporation shall implement reasonable measures to provide such
        stockholders and proxyholders a reasonable opportunity to participate in
        the meeting and to vote on matters submitted to the stockholders,
        including an opportunity to read or hear the proceedings of the meeting
        substantially concurrently with such proceedings, and (iii) if any
        stockholder or proxyholder votes or takes other action at the meeting by
        means of remote communication, a record of such vote or other action
        shall be maintained by the corporation.

        (b) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (1) pursuant to the
corporation's notice of meeting (or any supplement thereto), (2) by or at the
direction of the Board of Directors or (3) by any stockholder of the corporation
who is a stockholder of record at the time of giving of the notice provided for
in this Bylaw, who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this Bylaw.

        For business to be properly brought before any meeting by a stockholder
pursuant to clause (3) of the preceding paragraph, 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 executive offices of the corporation not less than [45] days nor
more than 75 days prior to the date of the meeting. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the corporation's books, of
the stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (c) the class
and number of shares of the corporation which are owned beneficially and of
record by such stockholder of record and by the beneficial owner, if any, on
whose behalf of the proposal is made and (d) any material interest of such
stockholder of record and the beneficial owner, if any, on whose behalf the
proposal is made in such business.

        Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 10(b). The presiding officer of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the procedures prescribed
by this Section 10(b), and if such person should so determine, such person shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Section 10(b), a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this Section
10(b).

        (c) The stockholders present at a duly called or held meeting of the
stockholders at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, provided that any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

        (d) In the absence of a quorum, no business other than adjournment may
be transacted, except as described in subsection (c) above.




                                      -4-
<PAGE>

        SECTION 11. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
stockholders may be adjourned from time to time, whether or not a quorum is
present, by the affirmative vote of a majority of shares represented at such
meeting either in person or by proxy and entitled to vote at such meeting.

        In the event any meeting is adjourned, it shall not be necessary to give
notice of the time and place (if any) of such adjourned meeting pursuant to
Sections 8 and 9 of these bylaws; provided that if any of the following three
events occur, such notice must be given:

               (1) announcement of the adjourned meeting's time and place (if
        any) is not made at the original meeting which it continues or

               (2) such meeting is adjourned for more than 30 days from the date
        set for the original meeting or

               (3) after the adjournment a new record date is fixed for the
        adjourned meeting.

        At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.

        SECTION 12. WAIVER OF NOTICE, CONSENT TO MEETING OR APPROVAL OF MINUTES.

        (a) Subject to subsection (b) of this Section, the transactions of any
meeting of stockholders, however called and noticed, and wherever held, shall be
as valid as though made at a meeting duly held after regular call and notice, if
a quorum is present either in person or by proxy, and if, either before or after
the meeting (as applicable), each of the persons entitled to vote but not
present in person or by proxy signs a written waiver of notice or a consent to
holding of the meeting or an approval of the minutes thereof, or gives such a
waiver, consent or approval by electronic transmission.

        (b) A waiver of notice, consent to the holding of a meeting or approval
of the minutes thereof need not specify the business to be transacted or
transacted at nor the purpose of the meeting.

        (c) All waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

        (d) A person's attendance at a meeting shall constitute waiver of notice
of and presence at such meeting, except when such person objects at the
beginning of the meeting to transaction of any business because the meeting is
not lawfully called or convened and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters which are required
by law or these bylaws to be in such notice (including those matters described
in subsection (d) of Section 8 of these bylaws), but are not so included if such
person expressly objects to consideration of such matter or matters at any time
during the meeting.

        SECTION 13. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Effective upon
the closing of the corporation's initial public offering of securities pursuant
to a registration statement filed under the Securities Act of 1933, as amended,
the stockholders of the




                                      -5-
<PAGE>

Corporation may not take action by written consent without a meeting but must
take any such actions at a duly called annual or special meeting.

        SECTION 14. VOTING. In order to determine the stockholders entitled to
vote at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
providing, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

        Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.

        Any stockholder may vote part of such stockholder's shares in favor of a
proposal and refrain from voting the remaining shares or vote them against the
proposal, other than elections to office, but, if the stockholder fails to
specify the number of shares such stockholder is voting affirmatively, it will
be conclusively presumed that the stockholder's approving vote is with respect
to all shares such stockholder is entitled to vote.

        SECTION 15. LIST OF PERSONS ENTITLED TO VOTE OR CONSENT. The officer who
has charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Nothing contained herein shall require the
corporation to include electronic mail address or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least ten
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. In the event the meeting is to
be held at a place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

        SECTION 16. PROXIES. Every person entitled to vote or execute consents
may do so either in person or by one or more agents authorized in accordance
with the General Corporation Law of the State of Delaware and filed with the
Secretary of the corporation; provided that no such proxy shall be valid after
the expiration of three years from the date of its execution, unless the proxy
provides for a longer period. Any proxy may be executed,




                                      -6-
<PAGE>

suspended, revoked, or exercised in accordance with, and shall have the effects
set forth in, the General Corporation Law of the State of Delaware.

        SECTION 17. INSPECTORS OF ELECTION. Before any meeting of stockholders,
the Board of Directors may appoint any persons, other than nominees for office,
to act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any stockholder or a stockholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one or three. If inspectors are appointed at a meeting on the request of one or
more stockholders or proxies, the majority of shares represented in person or
proxy shall determine whether one or three inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any stockholder or a
stockholder's proxy shall, appoint a person to fill that vacancy.

        These inspectors shall: (a) determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) receive votes, ballots, or consents; (c) hear and determine all challenges
and questions in any way arising in connection with the right to vote; (d) count
and tabulate all votes or consents; (e) determine when the polls shall close;
(f) determine the result; and (g) do any other acts that may be proper to
conduct the election or vote with fairness to all stockholders.


                                   ARTICLE IV
                               BOARD OF DIRECTORS

        SECTION 18. POWERS. The business of the corporation shall be managed by
or under the direction of its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.

        SECTION 19. NUMBER OF DIRECTORS. The authorized number of directors of
this corporation shall be not less than a minimum of seven nor more than a
maximum of nine. The exact number of directors shall be set within these limits
from time to time by resolution of the Board of Directors or by the stockholders
at the annual meeting of the stockholders. No reduction in the number of
directors shall remove any director prior to the expiration of such director's
term of office. The Board of Directors shall be divided into three classes, as
nearly equal in number as possible, as provided in the Certificate of
Incorporation.

        SECTION 20. ELECTION OF DIRECTORS, TERM, QUALIFICATIONS. Directors shall
be elected at each annual meeting of stockholders, in accordance with the
Certificate of Incorporation. Each director elected shall hold office until his
or her successor is elected and qualified, or until his death, resignation or
removal.

        Nominations for election to the Board of Directors must be made by the
Board of Directors or by any stockholder of any outstanding class of capital
stock of the corporation entitled to vote for the election of directors.
Nominations, other than those made by the Board of Directors of the corporation,
must be preceded by notification in writing received




                                      -7-
<PAGE>

by the Secretary of the corporation not less than [45] days nor more than 75
days prior to any meeting of stockholders called for the election of directors.
Such notification shall contain the written consent of each proposed nominee to
serve as a director if so elected and the following information as to each
proposed nominee and as to each person, acting alone or in conjunction with one
or more other persons as a partnership, limited partnership, syndicate or other
group, who participates or is expected to participate in making such nomination
or in organizing, directing or financing such nomination or solicitation of
proxies to vote for the nominee:

        (a) the name, age, residence, address, and business address of each
proposed nominee and of each such person;

        (b) the principal occupation or employment, the name, type of business
and address of the corporation or other organization in which such employment is
carried on of each proposed nominee and of each such person;

        (c) the amount of stock of the corporation owned beneficially, either
directly or indirectly, by each proposed nominee and each such person; and

        (d) a description of any arrangement or understanding of each proposed
nominee and of each such person with each other or any other person regarding
future employment or any future transaction to which the corporation will or may
be a party.

        The presiding officer of the meeting shall have the authority to
determine and declare to the meeting that a nomination not preceded by
notification made in accordance with the foregoing procedure shall be
disregarded.

        SECTION 21. RESIGNATIONS. Any director of the corporation may resign
effective upon giving notice in writing or by electronic transmission to the
Chairman of the Board, the President, the Secretary or the Board of Directors of
the corporation, unless the notice specifies a later time for the effectiveness
of such resignation. If the resignation specifies effectiveness at a future
time, a successor may be elected pursuant to Section 23 of these bylaws to take
office on the date that the resignation becomes effective.

        SECTION 22. REMOVAL. The Board of Directors may declare vacant the
office of a director who has been declared of unsound mind by an order of court
or who has been convicted of a felony. The entire Board of Directors or any
individual director may be removed from office without cause only in accordance
with the Certificate of Incorporation.

        SECTION 23. VACANCIES. A vacancy or vacancies on the Board of Directors
shall be deemed to exist in case of the death, resignation or removal of any
director, or upon increase in the authorized number of directors or if
stockholders fail to elect the full authorized number of directors at an annual
meeting of stockholders or if, for whatever reason, there are fewer directors on
the Board of Directors, than the full number authorized. Such vacancy or
vacancies may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and qualified or until his earlier resignation or removal. If there
are no directors in office, then an election of directors may be held in the
manner provided by statute.




                                      -8-
<PAGE>

        SECTION 24. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times, places and dates as fixed in these bylaws or by the
Board of Directors; provided, however, that if the date for such a meeting falls
on a legal holiday, then the meeting shall be held at the same time on the next
succeeding full business day. Regular meetings of the Board of Directors held
pursuant to this Section 24 may be held without notice.

        SECTION 25. PARTICIPATION BY TELEPHONE. Members of the Board of
Directors may participate in a meeting through use of conference telephone or
other communications equipment, so long as all members participating in such
meeting can hear one another. Such participation constitutes presence in person
at such meeting.

        SECTION 26. SPECIAL MEETINGS. Special meetings of the Board of Directors
for any purpose may be called by the Chairman of the Board or the President or
any vice president or the Secretary of the corporation or any two directors.

        SECTION 27. NOTICE OF MEETINGS. Notice of the date, time and place of
all meetings of the Board of Directors, other than regular meetings held
pursuant to Section 24 above shall be delivered personally, orally or in
writing, or by telephone, or by electronic transmission to each director, at
least 48 hours before the meeting, or sent in writing to each director by mail,
charges prepaid, at least four days before the meeting. Such notice may be given
by the Secretary of the corporation or by the person or persons who called a
meeting. Such notice need not specify the purpose of the meeting. Notice of any
meeting of the Board of Directors need not be given to any director who signs a
waiver of notice of such meeting, or a consent to holding the meeting or an
approval of the minutes thereof, or gives such a waiver, consent or approval by
electronic transmission, either before or after the meeting (as applicable), or
who attends the meeting without protesting prior thereto or at its commencement
such director's lack of notice. All such waivers, consents and approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting.

        SECTION 28. PLACE OF MEETINGS. Meetings of the Board of Directors may be
held at any place within or without the state which has been designated in the
notice of the meeting or, if not stated in the notice or there is no notice,
designated in the bylaws or by resolution of the Board of Directors.

        SECTION 29. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors may be taken without
a meeting, if all members of the Board of Directors individually or collectively
consent in writing or by electronic transmission to such action. Such written
consent or consents or electronic transmission or transmissions shall be filed
with the minutes of the proceedings of the Board of Directors. Such action by
written consent shall have the same force and effect as a unanimous vote of such
directors.

        SECTION 30. QUORUM AND TRANSACTION OF BUSINESS. A majority of the
authorized number of directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the authorized
number of directors present at a meeting duly held at which a quorum is present
shall be the act of the Board of Directors, unless the law, the Certificate of
Incorporation or these bylaws specifically require a greater number. A meeting
at which a quorum is initially present may continue to transact business,
notwithstanding withdrawal of directors, if any action taken is approved




                                      -9-
<PAGE>

by at least a majority of the number of directors constituting a quorum for such
meeting. In the absence of a quorum at any meeting of the Board of Directors, a
majority of the directors present may adjourn the meeting, as provided in
Section 31 of these bylaws.

        SECTION 31. ADJOURNMENT. Any meeting of the Board of Directors, whether
or not a quorum is present, may be adjourned to another time and place by the
affirmative vote of a majority of the directors present. If the meeting is
adjourned for more than 24 hours, notice of such adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.

        SECTION 32. ORGANIZATION. The Chairman of the Board shall preside at
every meeting of the Board of Directors, if present. If there is no Chairman of
the Board or if the Chairman is not present, a Chairman chosen by a majority of
the directors present shall act as chairman. The Secretary of the corporation
or, in the absence of the Secretary, any person appointed by the Chairman shall
act as secretary of the meeting.

        SECTION 33. COMPENSATION. Unless otherwise restricted by the certificate
of incorporation or these bylaws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

        SECTION 34. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole board, designate one or more committees, 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 of 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, 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 in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.




                                      -10-
<PAGE>

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


                                    ARTICLE V
                                    OFFICERS

        SECTION 35. OFFICERS. The officers of the corporation shall be a
President, Treasurer and a Secretary. The Board of Directors may elect from
among its members a Chairman of the Board and a Vice Chairman of the Board. The
Board of Directors may also choose one or more Vice-Presidents, Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these bylaws otherwise
provide.

        SECTION 36. APPOINTMENT. All officers shall be chosen and appointed by
the Board of Directors. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Treasurer, and a
Secretary and may choose Vice Presidents. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.

        SECTION 37. INABILITY TO ACT. In the case of absence or inability to act
of any officer of the corporation or of any person authorized by these bylaws to
act in such officer's place, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer, or any
director or other person whom it may select, for such period of time as the
Board of Directors deems necessary.

        SECTION 38. RESIGNATION. Any officer may resign at any time upon notice
in writing or by electronic transmission to the corporation, without prejudice
to the rights, if any, of the corporation under any contract to which such
officer is a party. Such resignation shall be effective upon its receipt by the
Chairman of the Board, the President, the Secretary or the Board of Directors,
unless a different time is specified in the notice for effectiveness of such
resignation. The acceptance of any such resignation shall not be necessary to
make it effective unless otherwise specified in such notice.

        SECTION 39. REMOVAL. Any officer may be removed from office at any time,
with or without cause, but subject to the rights, if any, of such officer under
any contract of employment, by the Board of Directors or by any committee to
whom such power of removal has been duly delegated, or, with regard to any
officer who has been appointed by the chief executive officer pursuant to
Section 36 above, by the chief executive officer or any other officer upon whom
such power of removal may be conferred by the Board of Directors.

        SECTION 40. VACANCIES. A vacancy occurring in any office for any cause
may be filled by the Board of Directors, in the manner prescribed by this
Article of the bylaws for initial appointment to such office.

        SECTION 41. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present. He/she shall have and may exercise such powers as
are, from time to time, assigned to him by the Board and as may be provided by
law. In the absence of the Chairman of the




                                      -11-
<PAGE>

Board, the Vice Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and of the stockholders at which he shall be present. He
shall have and may exercise such powers as are, from time to time, assigned to
him by the Board and as may be provided by law.

        SECTION 42. PRESIDENT. Subject to such powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if there be such an
officer, the President shall be the general manager and chief executive officer
of the corporation and shall have general supervision, direction, and control
over the business and affairs of the corporation, subject to the control of the
Board of Directors. The President may sign and execute, in the name of the
corporation, any instrument authorized by the Board of Directors, except when
the signing and execution thereof shall have been expressly delegated by the
Board of Directors or by these bylaws to some other officer or agent of the
corporation. The President shall have all the general powers and duties of
management usually vested in the president of a corporation, and shall have such
other powers and duties as may be prescribed from time to time by the Board of
Directors or these bylaws. The President shall have discretion to prescribe the
duties of other officers and employees of the corporation in a manner not
inconsistent with the provisions of these bylaws and the directions of the Board
of Directors.

        SECTION 43. VICE PRESIDENTS. In the absence or disability of the
President, in the event of a vacancy in the office of President, or in the event
such officer refuses to act, the Vice President shall perform all the duties of
the President and, when so acting, shall have all the powers of, and be subject
to all the restrictions on, the President. If at any such time the corporation
has more than one vice president, the duties and powers of the President shall
pass to each vice president in order of such vice president's rank as fixed by
the Board of Directors or, if the vice presidents are not so ranked, to the vice
president designated by the Board of Directors. The vice presidents shall have
such other powers and perform such other duties as may be prescribed for them
from time to time by the Board of Directors or pursuant to Sections 35 and 36 of
these bylaws or otherwise pursuant to these bylaws.

        SECTION 44. SECRETARY AND ASSISTANT SECRETARY. The Secretary shall:

        (a) Keep, or cause to be kept, minutes of all meetings of the
corporation's stockholders, Board of Directors, and committees of the Board of
Directors, if any. Such minutes shall be kept in written form.

        (b) Keep, or cause to be kept, at the principal executive office of the
corporation, or at the office of its transfer agent or registrar, if any, a
record of the corporation's stockholders, showing the names and addresses of all
stockholders, and the number and classes of shares held by each. Such records
shall be kept in written form or any other form capable of being converted into
written form.

        (c) Keep, or cause to be kept, at the principal executive office of the
corporation, copies of the corporation's corporate records, including its
Certificate of Incorporation and these bylaws.

        (d) Give, or cause to be given, notice of all meetings of stockholders,
directors and committees of the Board of Directors, as required by law or by
these bylaws.




                                      -12-
<PAGE>

        (e) Keep the seal of the corporation, if any, in safe custody.

        (f) Exercise such powers and perform such duties as are usually vested
in the office of secretary of a corporation, and exercise such other powers and
perform such other duties as may be prescribed from time to time by the Board of
Directors or these bylaws.

        If any assistant secretaries are appointed, the assistant secretary, or
one of the assistant secretaries in the order of their rank as fixed by the
Board of Directors or, if they are not so ranked, the assistant secretary
designated by the Board of Directors, in the absence or disability of the
Secretary or in the event of such officer's refusal to act or if a vacancy
exists in the office of Secretary, shall perform the duties and exercise the
powers of the Secretary and discharge such duties as may be assigned from time
to time pursuant to these bylaws or by the Board of Directors.

        SECTION 45. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:

        (a) Be responsible for all functions and duties of the treasurer of the
corporation.

        (b) Keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of account for the corporation.

        (c) Receive or be responsible for receipt of all monies due and payable
to the corporation from any source whatsoever; have charge and custody of, and
be responsible for, all monies and other valuables of the corporation and be
responsible for deposit of all such monies in the name and to the credit of the
corporation with such depositaries as may be designated by the Board of
Directors or a duly appointed and authorized committee of the Board of
Directors.

        (d) Disburse or be responsible for the disbursement of the funds of the
corporation as may be ordered by the Board of Directors or a duly appointed and
authorized committee of the Board of Directors.

        (e) Render to the chief executive officer and the Board of Directors a
statement of the financial condition of the corporation if called upon to do so.

        (f) Exercise such powers and perform such duties as are usually vested
in the office of chief financial officer of a corporation, and exercise such
other powers and perform such other duties as may be prescribed by the Board of
Directors or these bylaws.

        If any assistant financial officer is appointed, the assistant financial
officer, or one of the assistant financial officers, if there are more than one,
in the order of their rank as fixed by the Board of Directors or, if they are
not so ranked, the assistant financial officer designated by the Board of
Directors, shall, in the absence or disability of the Chief Financial Officer or
in the event of such officer's refusal to act, perform the duties and exercise
the powers of the Chief Financial Officer, and shall have such powers and
discharge such duties as may be assigned from time to time pursuant to these
bylaws or by the Board of Directors.

        SECTION 46. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving




                                      -13-
<PAGE>

such compensation by reason of the fact that such officer is also a director of
the corporation.


                                   ARTICLE VI
               CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS AND DRAFTS

        SECTION 47. EXECUTION OF CONTRACTS AND OTHER INSTRUMENTS. Except as
these bylaws may otherwise provide, the Board of Directors or its duly appointed
and authorized committee may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authorization may be general or
confined to specific instances. Except as so authorized or otherwise expressly
provided in these bylaws, no officer, agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or in any amount.

        SECTION 48. LOANS. No loans shall be contracted on behalf of the
corporation and no negotiable paper shall be issued in its name, unless and
except as authorized by the Board of Directors or its duly appointed and
authorized committee. When so authorized by the Board of Directors or such
committee, any officer or agent of the corporation may effect loans and advances
at any time for the corporation from any bank, trust company, or other
institution, or from any firms, corporation or individual, and for such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the corporation and, when authorized as aforesaid,
may mortgage, pledge, hypothecate or transfer any and all stocks, securities and
other property, real or personal, at any time held by the corporation, and to
that end endorse, assign and deliver the same as security for the payment of any
and all loans, advances, indebtedness, and liabilities of the corporation. Such
authorization may be general or confined to specific instances.

        SECTION 49. BANK ACCOUNTS. The Board of Directors or its duly appointed
and authorized committee from time to time may authorize the opening and keeping
of general and/or special bank accounts with such banks, trust companies, or
other depositaries as may be selected by the Board of Directors, its duly
appointed and authorized committee or by any officer or officers, agent or
agents, of the corporation to whom such power may be delegated from time to time
by the Board of Directors. The Board of Directors or its duly appointed and
authorized committee may make such rules and regulations with respect to said
bank accounts, not inconsistent with the provisions of these bylaws, as are
deemed advisable.

        SECTION 50. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation, and in such manner, as shall be
determined from time to time by resolution of the Board of Directors or its duly
appointed and authorized committee. Endorsements for deposit to the credit of
the corporation in any of its duly authorized depositaries may be made, without
counter-signature by the President or any vice president or the Chief Financial
Officer or any assistant financial officer or by any other officer or agent of
the corporation to whom the Board of Directors or its duly appointed and
authorized committee, by resolution, shall have delegated such power or by
hand-stamped impression in the name of the corporation.




                                      -14-
<PAGE>

                                   ARTICLE VII
                    CERTIFICATES FOR STOCK AND THEIR TRANSFER

        SECTION 51. CERTIFICATE FOR STOCK. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the Chairman or Vice Chairman of the Board or the President or a
Vice President and by the Chief Financial Officer or an assistant financial
officer or by the Secretary or an assistant secretary, certifying the number of
shares and the class or series of shares owned by the stockholder. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.

        In the event that the corporation shall issue any shares as only partly
paid, the certificate issued to represent such partly paid shares shall have
stated thereon the total consideration to be paid for such shares and the amount
paid thereon.

        If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate that the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

        SECTION 52. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or
transfer agent (if any) of the corporation of a certificate for shares of the
corporation duly endorsed, with reasonable assurance that the endorsement is
genuine and effective, or accompanied by proper evidence of succession,
assignment or authority to transfer and upon compliance with applicable federal
and state securities laws and if the corporation has no statutory duty to
inquire into adverse claims or has discharged any such duty and if any
applicable law relating to the collection of taxes has been complied with, it
shall be the duty of the corporation, by its Secretary or transfer agent, to
cancel the old certificate, to issue a new certificate to the person entitled
thereto and to record the transaction on the books of the corporation.

        SECTION 53. LOST, DESTROYED AND STOLEN CERTIFICATES. The holder of any
certificate for shares of the corporation alleged to have been lost, destroyed
or stolen shall notify the corporation by making a written affidavit or
affirmation of such fact. Upon receipt of said affidavit or affirmation the
Board of Directors, or its duly appointed and authorized committee or any
officer or officers authorized by the Board so to do, may order the issuance of
a new certificate for shares in the place of any certificate previously issued
by the corporation and which is alleged to have been lost, destroyed or stolen.
However, the Board of Directors or such authorized committee, officer or
officers may require the owner




                                      -15-
<PAGE>

of the allegedly lost, destroyed or stolen certificate, or such owner's legal
representative, to give the corporation a bond or other adequate security
sufficient to indemnify the corporation and its transfer agent and/or registrar,
if any, against any claim that may be made against it or them on account of such
allegedly lost, destroyed or stolen certificate or the replacement thereof. Said
bond or other security shall be in such amount, on such terms and conditions
and, in the case of a bond, with such surety or sureties as may be acceptable to
the Board of Directors or to its duly appointed and authorized committee or any
officer or officers authorized by the Board of Directors to determine the
sufficiency thereof. The requirement of a bond or other security may be waived
in particular cases at the discretion of the Board of Directors or its duly
appointed and authorized committee or any officer or officers authorized by the
Board of Directors so to do.

        SECTION 54. ISSUANCE, TRANSFER AND REGISTRATION OF SHARES. The Board of
Directors may make such rules and regulations, not inconsistent with law or with
these bylaws, as it may deem advisable concerning the issuance, transfer and
registration of certificates for shares of the capital stock of the corporation.
The Board of Directors may appoint a transfer agent or registrar of transfers,
or both, and may require all certificates for shares of the corporation to bear
the signature of either or both.


                                  ARTICLE VIII
                         INSPECTION OF CORPORATE RECORDS

        SECTION 55. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect and copy all books, records,
and documents of every kind of the corporation and any of its subsidiaries and
to inspect the physical properties of the corporation and any of its
subsidiaries. Such inspection may be made by the director in person or by agent
or attorney, and the right of inspection includes the right to copy and make
extracts.

        SECTION 56. INSPECTION BY STOCKHOLDERS.

        (a) Inspection Of Corporate Records. Any stockholder, in person or by
attorney or other agent, shall, upon written demand under oath stating the
purpose thereof, have the right during the usual hours for business to inspect
for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at is registered
office in the State of Delaware or at its principal place of business.

        (b) Inspection Of Bylaws. The original or a copy of these bylaws shall
be kept as provided in Section 44 of these bylaws and shall be open to
inspection by the stockholders at all reasonable times during office hours. A
current copy of these bylaws shall be furnished to any stockholder upon written
request.

        SECTION 57. WRITTEN FORM. If any record subject to inspection pursuant
to Section 56 above is not maintained in paper form, a request for inspection is
not complied




                                      -16-
<PAGE>

with unless and until the corporation at its expense makes such record available
in paper form.


                                   ARTICLE IX
                                  MISCELLANEOUS

        SECTION 58. FISCAL YEAR. Unless otherwise freed by resolution of the
Board of Directors, the fiscal year of the corporation shall end on the 31st day
of December in each calendar year.

        SECTION 59. ANNUAL REPORT.

        (a) Subject to the provisions of Section 59(b) below, the Board of
Directors shall cause an annual report to be sent to each stockholder of the
corporation in the manner provided in Section 9 of these bylaws not later than
120 days after the close of the corporation's fiscal year. Such report shall
include a balance sheet as of the end of such fiscal year and an income
statement and statement of changes in financial position for such fiscal year,
accompanied by any report thereon of independent accountants or, if there is no
such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the
corporation. Such report shall be sent to stockholders at least 15 (or, if sent
by third-class mail, 35) days prior to the next annual meeting of stockholders
after the end of the fiscal year to which it relates.

        (b) If and so long as there are fewer than 100 holders of record of the
corporation's shares, the requirement of sending of an annual report to the
stockholders of the corporation is hereby expressly waived.

        SECTION 60. RECORD DATE. The Board of Directors may fix a time in the
future as a record date for the determination of the stockholders entitled to
notice of or to vote at any meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or entitled to exercise any rights in respect of any other lawful action. The
record date so fixed shall not be more than 60 days nor less than 10 days prior
to the date of the meeting nor more than 60 days prior to any other action or
event for the purpose of which it is fixed. If no record date is fixed, the
provisions of Section 15 of these bylaws shall apply with respect to notice of
meetings, votes, and consents and the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolutions relating thereto, or the 60th day
prior to the date of such other action or event, whichever is later.

        Only stockholders of record at the close of business on the record date
shall be entitled to notice and to vote or to receive the dividend, distribution
or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the Certificate of
Incorporation, by agreement or by law.

        SECTION 61. BYLAW AMENDMENTS. Except as otherwise provided by law or the
Certificate of Incorporation, these bylaws may be amended or repealed by the
Board of Directors or by the affirmative vote of a majority of the outstanding
shares entitled to vote, including, if applicable, the affirmative vote of a
majority of the outstanding shares of each




                                      -17-
<PAGE>

class or series entitled by law or the Certificate of Incorporation to vote as a
class or series on the amendment or repeal or adoption of any bylaw or bylaws;
provided, however, after issuance of shares, a bylaw specifying or changing a
fixed number of directors or the maximum or minimum number or changing from a
fixed to a variable board or vice versa may only be adopted by approval of the
outstanding shares as provided herein.

        SECTION 62. CONSTRUCTION AND DEFINITION. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions
contained in the Delaware General Corporation Law shall govern the construction
of these bylaws. Without limiting the foregoing, "shall" is mandatory and "may"
is permissive.

        SECTION 63. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

        SECTION 64. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

        Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purposes as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.


                                    ARTICLE X
                                 INDEMNIFICATION

        SECTION 65. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS. The corporation shall, to the fullest extent authorized under the laws
of the State of Delaware, as those laws may be amended and supplemented from
time to time, indemnify any director made, or threatened to be made, a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of being a director of the corporation or a predecessor
corporation or, at the corporation's request, a director or officer of another
corporation, provided, however, that the corporation shall indemnify any such
agent in connection with a proceeding initiated by such agent only if such
proceeding was authorized by the Board of Directors of the corporation. The
indemnification provided for in this Section 65 shall: (i) not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such office, (ii) continue as to a person who has




                                      -18-
<PAGE>

ceased to be a director, and (iii) inure to the benefit of the heirs, executors
and administrators of such a person. The corporation's obligation to provide
indemnification under this Section 65 shall be offset to the extent of any other
source of indemnification or any otherwise applicable insurance coverage under a
policy maintained by the corporation or any other person.

        Expenses incurred by a director of the corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the corporation (or was serving at the corporation's request as a
director or officer of another corporation) shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by relevant sections of the General Corporation Law of
Delaware. Notwithstanding the foregoing, the corporation shall not be required
to advance such expenses to an agent who is a party to an action, suit or
proceeding brought by the corporation and approved by a majority of the Board of
Directors of the corporation which alleges willful misappropriation of corporate
assets by such agent, disclosure of confidential information in violation of
such agent's fiduciary or contractual obligations to the corporation or any
other willful and deliberate breach in bad faith of such agent's duty to the
corporation or its stockholders.

        The foregoing provisions of this Section 65 shall be deemed to be a
contract between the corporation and each director who serves in such capacity
at any time while this bylaw is in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.

        The Board of Directors in its discretion shall have power on behalf of
the corporation to indemnify any person, other than a director, made a party to
any action, suit or proceeding by reason of the fact that he, his testator or
intestate, is or was an officer or employee of the corporation.

        To assure indemnification under this Section 65 of all directors,
officers and employees who are determined by the corporation or otherwise to be
or to have been "fiduciaries" of any employee benefit plan of the corporation
which may exist from time to time, Section 145 of the General Corporation Law of
Delaware shall, for the purposes of this Section 65, be interpreted as follows:
an "other enterprise" shall be deemed to include such an employee benefit plan,
including without limitation, any plan of the corporation which is governed by
the Act of Congress entitled "Employee Retirement Income Security Act of 1974,"
as amended from time to time; the corporation shall be deemed to have requested
a person to serve an employee benefit plan where the performance by such person
of his duties to the corporation also imposes duties on, or otherwise involves
services by, such person to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to such Act of Congress shall be deemed "fines."




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<PAGE>

                            CERTIFICATE OF SECRETARY


        I hereby certify that:

        I am the duly elected and acting Secretary of Advanced Fibre
Communications, Inc., a Delaware corporation (the "Company"); and

        Attached hereto is a complete and accurate copy of the Bylaws of the
Company as duly adopted by the Board of Directors at a meeting held on December
12, 2000 and said Bylaws are presently in effect.

        IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Company this 13th day of December, 2000.



                                                /s/ Amy M. Paul
                                                --------------------------------
                                                    Amy M. Paul
                                                    Secretary




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