<PAGE>
 
                                                                     EXHIBIT 3.2


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                          MERKERT AMERICAN CORPORATION


                                   ARTICLE I
                                   ---------

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

     SECTION 1.  Annual Meeting.  The annual meeting of stockholders shall be
                 --------------                                              
held at the hour, date and place within or without the United States which is
fixed by the majority of the Board of Directors, the Chairman of the Board, if
one is elected, or the Chief Executive Officer, which time, date and place may
subsequently be changed at any time by vote of the Board of Directors.  If no
annual meeting has been held for a period of thirteen months after the
Corporation's last annual meeting of stockholders, a special meeting in lieu
thereof may be held, and such special meeting shall have, for the purposes of
these By-laws or otherwise, all the force and effect of an annual meeting.  Any
and all references hereafter in these By-laws to an annual meeting or annual
meetings also shall be deemed to refer to any special meeting(s) in lieu
thereof.

     SECTION 2.  Matters to be Considered at Annual Meetings.  At any annual
                 -------------------------------------------                
meeting of stockholders or any special meeting in lieu of annual meeting of
stockholders (the "Annual Meeting"), only such business shall be conducted, and
only such proposals shall be acted upon, as shall have been properly brought
before such Annual Meeting.  To be considered as properly brought before an
Annual Meeting, business must be:  (a) specified in the notice of meeting, (b)
otherwise properly brought before the meeting by, or at the direction of, the
Board of Directors, or (c) otherwise properly brought before the meeting by any
holder of record (both as of the time notice of such proposal is given by the
stockholder as set forth below and as of the record date for the Annual Meeting
in question) of any shares of capital stock of the Corporation entitled to vote
at such Annual Meeting who complies with the requirements set forth in this
Section 2.

     In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder of record of any
shares of capital stock entitled to vote at such Annual Meeting, such
stockholder shall:  (i) give timely notice as required by this Section 2 to the
Secretary of the Corporation and (ii) be present at such meeting, either in
person or by a representative.  For the first Annual Meeting following the
initial public offering of common stock of the Corporation, a stockholder's
notice shall be timely if delivered to, or mailed to and received by, 
<PAGE>
 
the Corporation at its principal executive office not later than the close of
business on the later of (x) the 75th day prior to the scheduled date of such
Annual Meeting or (y) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation. For all subsequent Annual Meetings, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not less than 75 days nor more than 120 days prior to
the anniversary date of the immediately preceding Annual Meeting (the
"Anniversary Date"); provided, however, that in the event the Annual Meeting is
scheduled to be held on a date more than 30 days before the Anniversary Date or
more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(1) the 75th day prior to the scheduled date of such Annual Meeting or (2) the
15th day following the day on which public announcement of the date of such
Annual Meeting is first made by the Corporation.

     For purposes of these By-laws, "public announcement" shall mean:  (a)
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service, (b) a report or other document filed
publicly with the Securities and Exchange Commission (including, without
limitation, a Form 8-K), or (c) a letter or report sent to stockholders of
record of the Corporation at the time of the mailing of such letter or report.

     A stockholder's notice to the Secretary shall set forth as to each matter
proposed to be brought before an Annual Meeting:  (i) a brief description of the
business the stockholder desires to bring before such Annual Meeting and the
reasons for conducting such business at such Annual Meeting, (ii) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation's capital stock beneficially owned by the stockholder proposing such
business, (iv) the names and addresses of the beneficial owners, if any, of any
capital stock of the Corporation registered in such stockholder's name on such
books, and the class and number of shares of the Corporation's capital stock
beneficially owned by such beneficial owners, (v) the names and addresses of
other stockholders known by the stockholder proposing such business to support
such proposal, and the class and number of shares of the Corporation's capital
stock beneficially owned by such other stockholders, and (vi) any material
interest of the stockholder proposing to bring such business before such meeting
(or any other stockholders known to be supporting such proposal) in such
proposal.

     If the Board of Directors or a designated committee thereof determines that
any stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the information requirements of this Section 2 in any
material respect, such proposal shall not be presented for action at the Annual
Meeting in question.  If neither the Board of Directors nor such committee makes
a determination as to the validity of any stockholder proposal in the manner set
forth above, the presiding officer of the Annual Meeting shall determine whether
the stockholder proposal was made in accordance with the terms of this Section
2.  If the presiding officer determines that any stockholder proposal was not
made in a timely fashion in accordance with the provisions of this Section 2 or
that the information provided in a stockholder's notice does not satisfy the
information requirements of this Section 2 in any material respect, such
proposal shall not be presented for action at the Annual Meeting in 

                                       2
<PAGE>
 
question. If the Board of Directors, a designated committee thereof or the
presiding officer determines that a stockholder proposal was made in accordance
with the requirements of this Section 2, the presiding officer shall so declare
at the Annual Meeting and ballots shall be provided for use at the meeting with
respect to such proposal.

     Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder with respect to the matters set forth in this Section 2, and nothing
in this Section 2 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

     SECTION 3.  Special Meetings.  Except as otherwise required by law and
                 ----------------                                          
subject to the rights, if any, of the holders of any series of preferred stock,
special meetings of the stockholders of the Corporation may be called only by
the Board of Directors pursuant to a resolution approved by the affirmative vote
of a majority of the directors then in office.

     SECTION 4.  Matters to be Considered at Special Meetings.  Only those
                 --------------------------------------------             
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

     SECTION 5.  Notice of Meetings; Adjournments.  A written notice of each
                 --------------------------------                           
Annual Meeting stating the hour, date and place of such Annual Meeting shall be
given by the Secretary or an Assistant Secretary (or other person authorized by
these By-laws or by law) not less than 10 days nor more than 60 days before the
Annual Meeting, to each stockholder entitled to vote thereat and to each
stockholder who, by law or under the Certificate of Incorporation of the
Corporation (as the same may hereafter be amended and/or restated, the
"Certificate") or under these By-laws, is entitled to such notice, by delivering
such notice to him or by mailing it, postage prepaid, addressed to such
stockholder at the address of such stockholder as it appears on the
Corporation's stock transfer books.  Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed, with
postage prepaid.

     Notice of all special meetings of stockholders shall be given in the same
manner as provided for Annual Meetings, except that the written notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.

     Notice of an Annual Meeting or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any Annual Meeting or special meeting of stockholders need be
specified in any written waiver of notice.

                                       3
<PAGE>
 
     The Board of Directors may postpone and reschedule any previously scheduled
Annual Meeting or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I or Section 3 of Article II hereof or otherwise.   In no event shall
the public announcement of an adjournment, postponement or rescheduling of any
previously scheduled meeting of stockholders commence a new time period for the
giving of a stockholder's notice under Section 2 of Article I and Section 3 of
Article II of these By-laws.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders,
or (c) the Board of Directors determines that adjournment is otherwise in the
best interests of the Corporation.  When any Annual Meeting or special meeting
of stockholders is adjourned to another hour, date or place, notice need not be
given of the adjourned meeting other than an announcement at the meeting at
which the adjournment is taken of the hour, date and place to which the meeting
is adjourned; provided, however, that if the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote thereat and each stockholder who, by law or under the
Certificate or these By-laws, is entitled to such notice.

     SECTION 6.  Quorum.  A majority of the shares entitled to vote, present in
                 ------                                                        
person or represented by proxy, shall constitute a quorum at any meeting of
stockholders.  If less than a quorum is present at a meeting, the holders of
voting stock representing a majority of the voting power present at the meeting
or the presiding officer may adjourn the meeting from time to time, and the
meeting may be held as adjourned without further notice, except as provided in
Section 5 of this Article I.  At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed.  The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     SECTION 7.  Voting and Proxies.  Stockholders shall have one vote for each
                 ------------------                                            
share of stock entitled to vote owned by them of record according to the books
of the Corporation, unless otherwise provided by law or by the Certificate.
Stockholders may vote either in person or by written proxy, but no proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.  Proxies shall be filed with the Secretary of the
meeting before being voted.  Except as otherwise limited therein or as otherwise
provided by law, proxies shall entitle the persons authorized thereby to vote at
any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting.  A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by or on behalf of any one of
them unless at or prior to the exercise of the proxy the Corporation 

                                       4
<PAGE>
 
receives a specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid, and the burden of proving invalidity shall rest on the challenger.

     SECTION 8.  Action at Meeting.  When a quorum is present, any matter before
                 -----------------                                              
any meeting of stockholders shall be decided by the affirmative vote of the
majority of shares present in person or represented by proxy at such meeting and
entitled to vote on such matter, except where a larger vote is required by law,
by the Certificate or by these By-laws.  Any election by stockholders shall be
determined by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors, except where a larger vote is required by law, by the Certificate or
by these By-laws.  The Corporation shall not directly or indirectly vote any
shares of its own stock; provided, however, that the Corporation may vote shares
which it holds in a fiduciary capacity to the extent permitted by law.

     SECTION 9.  Stockholder Lists.  The Secretary or an Assistant Secretary (or
                 -----------------                                              
the Corporation's transfer agent or other person authorized by these By-laws or
by law) shall prepare and make, at least 10 days before every Annual Meeting or
special 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.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held.  The list shall also be produced and kept at the hour, date and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

     SECTION 10.  Presiding Officer.  The Chairman of the Board, if one is
                  -----------------                                       
elected, or if not elected or in his or her absence, the Chief Executive
Officer, shall preside at all Annual Meetings or special meetings of
stockholders and shall have the power, among other things, to adjourn such
meeting at any time and from time to time, subject to Sections 5 and 6 of this
Article I.  The order of business and all other matters of procedure at any
meeting of the stockholders shall be determined by the presiding officer.

     SECTION 11.  Voting Procedures and Inspectors of Elections.  The
                  ---------------------------------------------      
Corporation shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is able to act at
a meeting of stockholders, the presiding officer shall appoint one or more
inspectors to act at the meeting.  Any inspector may, but need not, be an
officer, employee or agent of the Corporation.  Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspectors shall perform such 

                                       5
<PAGE>
 
duties as are required by the General Corporation Law of the State of Delaware,
as amended from time to time (the "DGCL"), including the counting of all votes
and ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors. The
presiding officer may review all determinations made by the inspectors, and in
so doing the presiding officer shall be entitled to exercise his or her sole
judgment and discretion and he or she shall not be bound by any determinations
made by the inspectors. All determinations by the inspectors and, if applicable,
the presiding officer, shall be subject to further review by any court of
competent jurisdiction.


                                   ARTICLE II
                                   ----------

                                   Directors
                                   ---------

     SECTION 1.  Powers.  The business and affairs of the Corporation shall be
                 ------                                                       
managed by or under the direction of the Board of Directors except as otherwise
provided by the Certificate or required by law.

     SECTION 2.  Number and Terms.  The number of directors of the Corporation
                 ----------------                                             
shall be fixed by resolution duly adopted from time to time by the Board of
Directors.  The directors shall hold office in the manner provided in the
Certificate.

     SECTION 3.  Director Nominations.  Nominations of candidates for election
                 --------------------                                         
as directors of the Corporation at any Annual Meeting may be made only (a) by,
or at the direction of, a majority of the Board of Directors or (b) by any
holder of record (both as of the time notice of such nomination is given by the
stockholder as set forth below and as of the record date for the Annual Meeting
in question) of any shares of the capital stock of the Corporation entitled to
vote at such Annual Meeting who complies with the timing, informational and
other requirements set forth in this Section 3.  Any stockholder who has
complied with the timing, informational and other requirements set forth in this
Section 3 and who seeks to make such a nomination, or his, her or its
representative, must be present in person at the Annual Meeting.  Only persons
nominated in accordance with the procedures set forth in this Section 3 shall be
eligible for election as directors at an Annual Meeting.

     Nominations, other than those made by, or at the direction of, the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 3.  For the first Annual Meeting
following the initial public offering of common stock of the Corporation, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not later than the close
of business on the later of (i) the 75th day prior to the scheduled date of such
Annual Meeting or (ii) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.  For all subsequent Annual Meetings, a stockholder's notice shall
be timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not less than 75 days nor more than 120 days prior 

                                       6
<PAGE>
 
to the Anniversary Date; provided, however, that in the event the Annual Meeting
is scheduled to be held on a date more than 30 days before the Anniversary Date
or more than 60 days after the Anniversary Date, a stockholder's notice shall be
timely if delivered to, or mailed and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(x) the 75th day prior to the scheduled date of such Annual Meeting or (y) the
15th day following the day on which public announcement of the date of such
Annual Meeting is first made by the Corporation.

     A stockholder's notice to the Secretary shall set forth as to each person
whom the stockholder proposes to nominate for election or re-election as a
director: (1) the name, age, business address and residence address of such
person, (2) the principal occupation or employment of such person, (3) the class
and number of shares of the Corporation's capital stock which are beneficially
owned by such person on the date of such stockholder notice, and (4) the consent
of each nominee to serve as a director if elected.  A stockholder's notice to
the Secretary shall further set forth as to the stockholder giving such notice:
(a) the name and address, as they appear on the Corporation's stock transfer
books, of such stockholder and of the beneficial owners (if any) of the
Corporation's capital stock registered in such stockholder's name and the name
and address of other stockholders known by such stockholder to be supporting
such nominee(s), (b) the class and number of shares of the Corporation's capital
stock which are held of record, beneficially owned or represented by proxy by
such stockholder and by any other stockholders known by such stockholder to be
supporting such nominee(s) on the record date for the Annual Meeting in question
(if such date shall then have been made publicly available) and on the date of
such stockholder's notice, and (c) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder.

     If the Board of Directors or a designated committee thereof determines that
any stockholder nomination was not made in accordance with the terms of this
Section 3 or that the information provided in a stockholder's notice does not
satisfy the informational requirements of this Section 3 in any material
respect, then such nomination shall not be considered at the Annual Meeting in
question.  If neither the Board of Directors nor such committee makes a
determination as to whether a nomination was made in accordance with the
provisions of this Section 3, the presiding officer of the Annual Meeting shall
determine whether a nomination was made in accordance with such provisions.  If
the presiding officer determines that any stockholder nomination was not made in
accordance with the terms of this Section 3 or that the information provided in
a stockholder's notice does not satisfy the informational requirements of this
Section 3 in any material respect, then such nomination shall not be considered
at the Annual Meeting in question.  If the Board of Directors, a designated
committee thereof or the presiding officer determines that a nomination was made
in accordance with the terms of this Section 3, the presiding officer shall so
declare at the Annual Meeting and ballots shall be provided for use at the
meeting with respect to such nominee.

                                       7
<PAGE>
 
     Notwithstanding anything to the contrary in the second paragraph of this
Section 3, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
by the Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 75 days prior to the
Anniversary Date, a stockholder's notice required by this Section 3 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if such notice shall be delivered to, or mailed to and
received by, the Corporation at its principal executive office not later than
the close of business on the 15th day following the day on which such public
announcement is first made by the Corporation.

     No person shall be elected by the stockholders as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section.  Election of directors at an Annual Meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such Annual Meeting.  If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as directors at
the Annual Meeting in accordance with the procedures set forth in this Section
shall be provided for use at the Annual Meeting.

     SECTION 4.  Qualification.  No director need be a stockholder of the
                 -------------                                           
Corporation.

     SECTION 5.  Vacancies.  Subject to the rights, if any, of the holders of
                 ---------                                                   
any series of preferred stock to elect directors and to fill vacancies in the
Board of Directors relating thereto, any and all vacancies in the Board of
Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a director, shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
if less than a quorum of the Board of Directors.  Any director appointed in
accordance with the preceding sentence shall hold office until the next Annual
Meeting of stockholders and until such director's successor shall have been duly
elected and qualified or until his or her earlier resignation or removal.  No
decrease in the number of directors shall shorten the term of any incumbent
director.  In the event of a vacancy in the Board of Directors, the remaining
directors, except as otherwise provided by law, may exercise the powers of the
full Board of Directors until the vacancy is filled.

     SECTION 6.  Removal.  Directors may be removed from office in the manner
                 -------                                                     
provided in the Certificate.

     SECTION 7.  Resignation.  A director may resign at any time by giving
                 -----------                                              
written notice to the Chairman of the Board, if one is elected, the Chief
Executive Officer or the Secretary. A resignation shall be effective upon
receipt, unless the resignation otherwise provides.

     SECTION 8.  Regular Meetings.  The regular annual meeting of the Board of
                 ----------------                                             
Directors shall be held, without notice other than this Section 8, on the same
date and at the same place as the Annual Meeting following the close of such
meeting of stockholders.  Other regular meetings of the Board of Directors may
be held at such hour, date and place as the Board of Directors may by resolution
from time to time determine without notice other than such resolution.

                                       8
<PAGE>
 
     SECTION 9.  Special Meetings.  Special meetings of the Board of Directors
                 ----------------                                             
may be called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one is elected, or the Chief Executive
Officer.  The person calling any such special meeting of the Board of Directors
may fix the hour, date and place thereof.

     SECTION 10.  Notice of Meetings.  Notice of the hour, date and place of all
                  ------------------                                            
special meetings of the Board of Directors shall be given to each director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the Chief Executive Officer or such other officer designated by the
Chairman of the Board, if one is elected, or the Chief Executive Officer.
Notice of any special meeting of the Board of Directors shall be given to each
director in person, by telephone, or by facsimile, telex, telecopy, telegram, or
other written form of electronic communication, sent to his or her business or
home address, at least 24 hours in advance of the meeting, or by written notice
mailed to his or her business or home address, at least 48 hours in advance of
the meeting.  Such notice shall be deemed to be delivered when hand delivered to
such address, read to such director by telephone, deposited in the mail so
addressed, with postage thereon prepaid if mailed, dispatched or transmitted if
faxed, telexed or telecopied, or when delivered to the telegraph company if sent
by telegram.

     When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.  It shall not be necessary to give any
notice of the hour, date or place of any meeting adjourned for less than 30 days
or of the business to be transacted thereat, other than an announcement at the
meeting at which such adjournment is taken of the hour, date and place to which
the meeting is adjourned.

     A written waiver of notice signed before or after a meeting by a director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the meeting.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because such meeting is not lawfully called or
convened.  Except as otherwise required by law, by the Certificate or by these
By-laws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     SECTION 11.  Quorum.  At any meeting of the Board of Directors, a majority
                  ------                                                       
of the directors then in office shall constitute a quorum for the transaction of
business, but if less than a quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 10 of
this Article II.  Any business which might have been transacted at the meeting
as originally noticed may be transacted at such adjourned meeting at which a
quorum is present.

                                       9
<PAGE>
 
     SECTION 12.  Action at Meeting.  At any meeting of the Board of Directors
                  -----------------                                           
at which a quorum is present, a majority of the directors present may take any
action on behalf of the Board of Directors, unless otherwise required by law, by
the Certificate or by these By-laws.

     SECTION 13.  Action by Consent.  Any action required or permitted to be
                  -----------------                                         
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing.  Such written
consent shall be filed with the records of the meetings of the Board of
Directors and shall be treated for all purposes as a vote at a meeting of the
Board of Directors.

     SECTION 14.  Manner of Participation.  Directors may participate in
                  -----------------------                               
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-laws.

     SECTION 15.  Committees.  The Board of Directors, by vote of a majority of
                  ----------                                                   
the directors then in office, may elect from its number one or more committees,
including, without limitation, an Executive Committee, a Compensation Committee,
a Stock Option Committee and an Audit Committee, and may delegate thereto some
or all of its powers except those which by law, by the Certificate or by these
By-laws may not be delegated.  Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is provided
by these By-laws for the Board of Directors.  All members of such committees
shall hold such offices at the pleasure of the Board of Directors.  The Board of
Directors may abolish any such committee at any time.  Any committee to which
the Board of Directors delegates any of its powers or duties shall keep records
of its meetings and shall report its action to the Board of Directors.  The
Board of Directors shall have power to rescind any action of any committee, to
the extent permitted by law, but no such rescission shall have retroactive
effect.

     SECTION 16.  Compensation of Directors.  Directors shall receive such
                  -------------------------                               
compensation for their services as shall be determined by a majority of the
Board of Directors provided that directors who are serving the Corporation as
employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as directors of the
Corporation.

                                       10
<PAGE>
 
                                  ARTICLE III
                                  -----------

                                    Officers
                                    --------

     SECTION 1.  Enumeration.  The officers of the Corporation shall consist of
                 -----------                                                   
a Chief Executive Officer, a Treasurer, a Secretary and such other officers,
including, without limitation, a Chairman of the Board of Directors, a
President, a Chief Financial Officer, a Chief Operating Officer and one or more
Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents),
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as
the Board of Directors may determine.

     SECTION 2.  Election.  At the regular annual meeting of the Board following
                 --------                                                       
the Annual Meeting of stockholders, the Board of Directors shall elect the Chief
Executive Officer, the Treasurer and the Secretary.  Other officers may be
elected by the Board of Directors at such regular annual meeting of the Board of
Directors or at any other regular or special meeting.

     SECTION 3.  Qualification.  No officer need be a stockholder or a director.
                 -------------   
Any person may occupy more than one office of the Corporation at any time.  Any
officer may be required by the Board of Directors to give bond for the faithful
performance of his or her duties in such amount and with such sureties as the
Board of Directors may determine.

     SECTION 4.  Tenure.  Except as otherwise provided by the Certificate or by
                 ------                                                        
these By-laws, each of the officers of the Corporation shall hold office until
the regular annual meeting of the Board of Directors following the next Annual
Meeting of stockholders and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

     SECTION 5.  Resignation.  Any officer may resign by delivering his or her
                 -----------                                                  
written resignation to the Corporation addressed to the Chief Executive Officer
or the Secretary, and such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

     SECTION 6.  Removal.  Except as otherwise provided by law, the Board of
                 -------                                                    
Directors may remove any officer with or without cause by the affirmative vote
of a majority of the directors then in office.

     SECTION 7.  Absence or Disability.  In the event of the absence or
                 ---------------------                                 
disability of any officer, the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

     SECTION 8.  Vacancies.  Any vacancy in any office may be filled for the
                 ---------                                                  
unexpired portion of the term by the Board of Directors.

     SECTION 9.  Chief Executive Officer.  The Chief Executive Officer shall,
                 -----------------------                                     
subject to the direction of the Board of Directors, have general supervision and
control of the Corporation's business.  If there is no Chairman of the Board or
if he or she is absent, the Chief Executive Officer shall preside, when present,
at all meetings of stockholders and of the Board of Directors.  The Chief
Executive Officer shall have such other powers and perform such other duties as
the Board of Directors may from time to time designate.

                                       11
<PAGE>
 
     SECTION 10.  Chairman of the Board.  The Chairman of the Board, if one is
                  ---------------------                                       
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.

     SECTION 11.  President.  The President, if one is elected, shall have such
                  ---------                                                    
powers and shall perform such duties as the Board of Directors may from time to
time designate.

     SECTION 12.  Vice Presidents and Assistant Vice Presidents.  Any Vice
                  ---------------------------------------------           
President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such
duties as the Board of Directors or the Chief Executive Officer may from time to
time designate.

     SECTION 13.  Treasurer and Assistant Treasurers.  The Treasurer shall,
                  ----------------------------------                       
subject to the direction of the Board of Directors and except as the Board of
Directors or the Chief Executive Officer may otherwise provide, have general
charge of the financial affairs of the Corporation and shall cause to be kept
accurate books of account.  The Treasurer shall have custody of all funds,
securities, and valuable documents of the Corporation.  He or she shall have
such other duties and powers as may be designated from time to time by the Board
of Directors or the Chief Executive Officer.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     SECTION 14.  Secretary and Assistant Secretaries.  The Secretary shall
                  -----------------------------------                      
record all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose.
In his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation).  The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature or that of an Assistant Secretary.  The
Secretary shall have such other duties and powers as may be designated from time
to time by the Board of Directors or the Chief Executive Officer. In the absence
of the Secretary, any Assistant Secretary may perform his or her duties and
responsibilities.

     Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

                                       12
<PAGE>
 
     SECTION 15.  Other Powers and Duties.  Subject to these By-laws and to such
                  -----------------------                                       
limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors or the Chief Executive
Officer.


                                   ARTICLE IV
                                   ----------

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

     SECTION 1.  Certificates of Stock.  Each stockholder shall be entitled to a
                 ---------------------                                          
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors.  Such certificate shall be
signed by the Chairman of the Board of Directors, the President or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary.  The Corporation seal and the signatures by the
Corporation's officers, the transfer agent or the registrar may be facsimiles.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed on such 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 he or she were such
officer, transfer agent or registrar at the time of its issue.  Every
certificate for shares of stock which are subject to any restriction on transfer
and every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall contain such legend with respect thereto
as is required by law.

     SECTION 2.  Transfers.  Subject to any restrictions on transfer and unless
                 ---------                                                     
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate theretofore properly endorsed or accompanied
by a written assignment or power of attorney properly executed, with transfer
stamps (if necessary) affixed, and with such proof of the authenticity of
signature as the Corporation or its transfer agent may reasonably require.

     SECTION 3.  Record Holders.  Except as may otherwise be required by law, by
                 --------------                                                 
the Certificate or by these By-laws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of any transfer, pledge or other disposition of such
stock, until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-laws.

     It shall be the duty of each stockholder to notify the Corporation of his
or her post office address and any changes thereto.

                                       13
<PAGE>
 
     SECTION 4.     Record Date.  In order that the Corporation may determine
                    -----------                                              
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors 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: (a) in the case of determination of stockholders entitled to vote at any
meeting of stockholders, shall, unless otherwise required by law, not be more
than sixty nor less than ten days before the date of such meeting and (b) in the
case of any other action, shall not be more than sixty days prior to such other
action.  If no record date is fixed: (i) 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 and (ii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

     SECTION 5.  Replacement of Certificates.  In case of the alleged loss,
                 ---------------------------                               
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.


                                   ARTICLE V
                                   ---------

                                Indemnification
                                ---------------

     SECTION 1.  Definitions.  For purposes of this Article:
                 -----------                                

     (a) "Director" means any person who serves or has served the Corporation as
a director on the Board of Directors of the Corporation.

     (b) "Officer" means any person who serves or has served the Corporation as
an officer appointed by the Board of Directors of the Corporation;

     (c) "Non-Officer Employee" means any person who serves or has served as an
employee of the Corporation, but who is not or was not a Director or Officer;

     (d) "Proceeding" means any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, inquiry, investigation,
administrative hearing or other proceeding, whether civil, criminal,
administrative, arbitrative or investigative;

     (e) "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants and investment
bankers), travel expenses, duplicating costs, printing and binding costs, costs
of preparation of demonstrative evidence and other courtroom presentation aids
and devices, costs incurred in connection with document review, 

                                       14
<PAGE>
 
organization, imaging and computerization, telephone charges, postage, delivery
service fees, and all other disbursements, costs or expenses of the type
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in,
settling or otherwise participating in, a Proceeding;

     (f) "Corporate Status" describes the status of a person who (i) in the case
of a Director, is or was a director of the Corporation and is or was acting in
such capacity, (ii) in the case of an Officer, is or was an officer, employee or
agent of the Corporation or is or was a director, officer, employee, trustee or
agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which such Officer is or was serving at the
request of the Corporation, and (iii) in the case of a Non-Officer Employee, is
or was an employee of the Corporation or is or was a director, officer,
employee, trustee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such Non-Officer Employee
is or was serving at the request of the Corporation; and

     (g) "Disinterested Director" means, with respect to each Proceeding in
respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding.

     SECTION 2.  Indemnification of Directors and Officers.  Subject to the
                 -----------------------------------------                 
operation of Section 4 of this Article V, each Director and Officer shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment) against any and
all Expenses, judgments, penalties, fines and amounts reasonably paid in
settlement that are incurred by such Director or Officer or on such Director or
Officer's behalf in connection with any threatened, pending or completed
Proceeding or any claim, issue or matter therein, which such Director or Officer
is, or is threatened to be made, a party to or participant in by reason of such
Director \or Officer's Corporate Status, if such Director or Officer acted in
good faith and in a manner such Director or Officer reasonably believed to be in
or not opposed to the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The rights of indemnification provided by this Section 2 shall
continue as to a Director or Officer after he or she has ceased to be a Director
or Officer and shall inure to the benefit of his or her heirs, executors,
administrators and personal representatives.  Notwithstanding the foregoing, the
Corporation shall indemnify any Director or Officer seeking indemnification in
connection with a Proceeding initiated by such Director or Officer only if such
Proceeding was authorized by the Board of Directors of the Corporation.

     SECTION 3.  Indemnification of Non-Officer Employees.  Subject to the
                 ----------------------------------------                 
operation of Section 4 of this Article V, each Non-Officer Employee may, in the
discretion of the Board of Directors of the Corporation, be indemnified by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended, against any or all Expenses, 

                                       15
<PAGE>
 
judgments, penalties, fines and amounts reasonably paid in settlement that are
incurred by such Non-Officer Employee or on such Non-Officer Employee's behalf
in connection with any threatened, pending or completed Proceeding, or any
claim, issue or matter therein, which such Non-Officer Employee is, or is
threatened to be made, a party to or participant in by reason of such Non-
Officer Employee's Corporate Status, if such Non-Officer Employee acted in good
faith and in a manner such Non-Officer Employee reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The rights of indemnification provided by this Section 3 shall
continue as to a Non-Officer Employee after he or she has ceased to be a Non-
Officer Employee and shall inure to the benefit of his or her heirs, personal
representatives, executors and administrators. Notwithstanding the foregoing,
the Corporation may indemnify any Non-Officer Employee seeking indemnification
in connection with a Proceeding initiated by such Non-Officer Employee only if
such Proceeding was authorized by the Board of Directors of the Corporation.

     SECTION 4. Good Faith.  No indemnification shall be provided pursuant to
                ----------                                                   
this Article V to a Director, to an Officer or to a Non-Officer Employee with
respect to a matter as to which such person shall have been finally adjudicated
in any Proceeding (i) not to have acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation and (ii) with respect to any criminal Proceeding, to have had
reasonable cause to believe his or her conduct was unlawful.  In the event that
a Proceeding is compromised or settled prior to final adjudication so as to
impose any liability or obligation upon a Director, an Officer or a Non-Officer
Employee, no indemnification shall be provided pursuant to this Article V to
said Director, Officer or Non-Officer Employee with respect to a matter if there
be a reasonable good faith determination that with respect to such matter such
person did not act in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal Proceeding, had reasonable cause to believe his or her
conduct was unlawful.  The determination contemplated by the preceding sentence
shall be made (a) by a majority vote of the Disinterested Directors, even though
less than a quorum of the Board of Directors, (b) by a committee of
Disinterested Directors designated by a majority vote of Disinterested
Directors, even though less than a quorum of the Board of Directors, (c) if
there are no such Disinterested Directors, or if a majority of Disinterested
Directors so direct, by independent legal counsel in a written opinion, or (d)
by the stockholders of the Corporation.

     SECTION 5.  Advancement of Expenses to Directors Prior to Final
                 ---------------------------------------------------
Disposition. The Corporation shall advance all Expenses incurred by or on behalf
of any Director in connection with any Proceeding in which such Director is
involved by reason of such Director's Corporate Status within ten days after the
receipt by the Corporation of a written statement  from such Director requesting
such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by such Director and shall be preceded or
accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses.

                                       16
<PAGE>
 
     SECTION 6.  Advancement of Expenses to Officers and Non-Officer Employees
                 -------------------------------------------------------------
Prior to Final Disposition. The Corporation may, in the discretion of the Board
--------------------------                                                     
of Directors of the Corporation, advance any or all Expenses incurred by or on
behalf of any Officer or Non-Officer Employee in connection with any Proceeding
in which such Officer or Non-Officer Employee is involved by reason of such
Officer or Non-Officer Employee's Corporate Status upon the receipt by the
Corporation of a statement or statements from such Officer or Non-Officer
Employee requesting such advance or advances from time to time, whether prior to
or after final disposition of such Proceeding.  Such statement or statements
shall reasonably evidence the Expenses incurred by such Officer or Non-Officer
Employee and shall be preceded or accompanied by an undertaking by or on behalf
of such Officer or Non-Officer Employee to repay any Expenses so advanced if it
shall ultimately be determined that such Officer or Non-Officer Employee is not
entitled to be indemnified against such Expenses.

     SECTION 7.  Contractual Nature of Rights.  The foregoing provisions of this
                 ----------------------------                                   
Article V shall be deemed to be a contract between the Corporation and each
Director and Officer who serves in such capacity at any time while this Article
V 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 Proceeding theretofore or thereafter brought based
in whole or in part upon any such state of facts.  If a claim for
indemnification or advancement of Expenses hereunder by a Director or Officer is
not paid in full by the Corporation within (a) 60 days after the Corporation's
receipt of a written claim for indemnification, or (b) in the case of a
Director, 10 days after the Corporation's receipt of documentation of Expenses
and the required undertaking, such Director or Officer may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim, and if successful in whole or in part, such Director or Officer shall
also be entitled to be paid the expenses of prosecuting such claim.  The failure
of the Corporation (including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a determination concerning
the permissibility of such indemnification or, in the case of a Director,
advancement of Expenses, under this Article V shall not be a defense to the
action and shall not create a presumption that such indemnification or
advancement is not permissible.

     SECTION 8.  Non-Exclusivity of Rights.  The rights to indemnification and
                 -------------------------                                    
advancement of Expenses set forth in this Article V shall not be exclusive of
any other right which any Director, Officer or Non-Officer Employee may have or
hereafter acquire under any statute, provision of the Corporation's Certificate
or these By-laws, agreement, vote of stockholders or Disinterested Directors or
otherwise.

     SECTION 9.  Insurance.  The Corporation may maintain insurance, at its
                 ---------                                                 
expense, to protect itself and any Director, Officer or Non-Officer Employee
against any liability of any character asserted against or incurred by the
Corporation or any such Director, Officer or Non-Officer Employee, or arising
out of any such person's Corporate Status, whether or not the Corporation would
have the power to indemnify such person against such liability under the DGCL or
the provisions of this Article V.

                                       17
<PAGE>
 
                                   ARTICLE VI
                                   ----------

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

     SECTION 1.  Fiscal Year.  Except as otherwise determined by the Board of
                 -----------                                                 
Directors, the fiscal year of the Corporation shall end on the last day of
December of each year.

     SECTION 2.  Seal.  The Board of Directors shall have power to adopt and
                 ----                                                       
alter the seal of the Corporation.

     SECTION 3.  Execution of Instruments.  All deeds, leases, transfers,
                 ------------------------                                
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action may
be executed on behalf of the Corporation by the Chairman of the Board, if one is
elected, the Chief Executive Officer or the Treasurer or any other officer,
employee or agent of the Corporation as the Board of Directors or Executive
Committee, if one is elected, may authorize.

     SECTION 4.  Voting of Securities.  Unless the Board of Directors otherwise
                 --------------------                                          
provides, the Chairman of the Board, if one is elected, the Chief Executive
Officer or the Treasurer may waive notice of and act on behalf of this
Corporation, or appoint another person or persons to act as proxy or attorney in
fact for this Corporation with or without discretionary power and/or power of
substitution, at any meeting of stockholders or shareholders of any other
corporation or organization, any of whose securities are held by this
Corporation.

     SECTION 5.  Resident Agent.  The Board of Directors may appoint a resident
                 --------------                                                
agent upon whom legal process may be served in any action or proceeding against
the Corporation.

     SECTION 6.  Corporate Records.  The original or attested copies of the
                 -----------------                                         
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its
counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.

     SECTION 7.  Amendment of By-laws.
                 -------------------- 

       (a)  Amendment by Directors.  Except as provided otherwise by law, these
       ---  ----------------------                                             
By-laws may be amended or repealed by the Board of Directors by the affirmative
vote of a majority of the directors then in office.

                                       18
<PAGE>
 
       (b)  Amendment by Stockholders.  These By-laws may be amended or repealed
       ---  -------------------------                                           
at any Annual Meeting of stockholders, or special meeting of stockholders called
for such purpose, by the affirmative vote of at least three-fourths of the
shares present in person or represented by proxy at such meeting and entitled to
vote on such amendment or repeal, voting together as a single class; provided,
however, that if the Board of Directors recommends that stockholders approve
such amendment or repeal at such meeting of stockholders, such amendment or
repeal shall only require the affirmative vote of the majority of the shares
present in person or represented by proxy at such meeting and entitled to vote
on such amendment or repeal, voting together as a single class.

Adopted May 19, 1998 and effective as of May 19, 1998.

                                       19