<PAGE>   1

                                                                   EXHIBIT 3(ii)
                               AMENDED BY-LAWS OF
                             THE FIRST YEARS, INC.

                        (AMENDED AS OF JANUARY 19, 1995)

ARTICLE 1. ARTICLES OF ORGANIZATION

         SECTION 1. The purposes of the Corporation shall be as set forth in the
Articles of organization and these By-laws. The powers of the Corporation and of
its Directors and Stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions, if any, in regard thereto as are set forth in the Articles of
organization.

         SECTION 2. All reference in these By-laws to the Articles of
organization shall be construed to mean the Articles of organization as from
time to time amended.

ARTICLE II. STOCKHOLDERS

         SECTION 1. ANNUAL MEETING. The annual meeting of stock- holders shall
be held within six months after the end of the Corporation's fiscal year
specified in these By-laws, at such time and place within the United States as
may be designated in the notice or waiver of notice of such meeting. The date
and hour of the annual meeting shall be fixed by the Directors. The purposes for
which the annual meeting is to be held, in addition to those prescribed by law,
by the Articles of organization or by these By-laws, may be specified by the
Directors or the President. In the event that no date for the annual meeting is
established or if no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu thereof, and any action taken
at such meeting shall have the same effect as if taken at the annual meeting.
(Amended 1/19/95).

         SECTION 2. SPECIAL MEETINGS. So long as the Corporation has a class of
voting stock registered under the Securities Exchange Act of 1934, as amended,
special meetings of the stockholders may be called by the President or by the
Directors and shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who hold at least forty percent in
interest of the capital stock entitled to vote at the meeting. (Amended
1/19/95).

         SECTION 3. NOTICE OF BUSINESS. At any meeting of the stockholders, only
such business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who is a stockholder of record at the time of giving of the
notice provided for in this Section, who shall be entitled to vote at such


<PAGE>   2


meeting and who complies with the notice procedures set forth in this Section.
For business to be properly brought before a stockholder meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Clerk 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 in the case of an annual meeting not less than 150 days prior to the
date such meeting was held in the prior year, or in the case of any other
meeting not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholders to be timely must be received no later than the close
of business on the seventh day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever is
earlier. A stockholder's notice to the Clerk 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 any other stockholders known by such stockholder to be supporting such
proposal; (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and any other stockholders known by such
stockholder to be supporting such proposal; and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at a stockholder meeting except in
accordance with the procedures set forth in this Section. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of the By- laws, and if he should so determine, he 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, 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.

         SECTION 4. NOTICE OF STOCKHOLDERS' MEETING. A written notice of each
meeting of the stockholders, stating the place, day and hour thereof and
purposes for which the meeting is called, shall be given by the Clerk, or
assistant Clerk, if any, to each stockholder entitled to vote thereat, and to
each stockholder who, under the Articles of organization or any amendment
thereof, is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid, and
addressed to such stockholder at his residence as it appears on the books of the
Corporation, at least seven days before


                                      - 2 -

<PAGE>   3


the meeting. In case of the death, absence, incapacity, or refusal of the Clerk,
or assistant Clerk, if any, such notices may be given by the President or by any
other officer or by a person designated either by the Clerk or by the person or
persons calling the meeting, or by the Board of Directors. No notice need be
given to any stockholder if a written waiver of notice, executed before or after
the meeting of the stockholders by the stockholder or his attorney thereunto
authorized is filed with the records of the meeting. No notice of any adjourned
stockholders, meeting shall be required. (Added 1/19/95).

         SECTION 5. QUORUM. At any meeting of the stockholders a quorum for the
transaction of business shall consist of one or more stockholders appearing in
person or by proxy and owning or representing a majority of all of the shares of
the Corporation then outstanding and entitled to vote. If a quorum is not
present, a lesser number may make a reasonable adjournment of such meeting until
a quorum is obtained.

         SECTION 6. PROXIES AND VOTING. Stockholders entitled to vote shall have
one vote for each share of stock held by them. A stockholder may vote either in
person or by written proxy which shall be signed by the stockholder, dated not
more than six months before the meeting named therein, and filed at the meeting
or any adjournment thereof before being voted. Such proxy shall entitle the
holder thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment of such meeting. An executor, administrator,
guardian, conservator, trustee or person in any other representative or
fiduciary capacity shall represent the shares of his trust at all meetings of
the Corporation and may vote as a stockholder. A proxy purporting to be executed
by or on behalf of a stockholder shall be deemed valid unless challenged or at
prior to its exercise. A proxy with respect to stock held in the name of two or
more persons shall be valid if executed by one of them unless at or prior to
exercise of the proxy the Corporation receives a specific written notice to the
contrary from any one of them.

         SECTION 7. ACTION AT MEETING. Except as otherwise required by law, the
Articles of organization or these By-laws, any matter coming before any meeting
of the stockholders at which a quorum is present shall be adopted as the act and
deed of the stockholders if approved by the vote of the holders of a majority of
the shares present or represented at such meeting and entitled to vote thereon,
provided, however, that at all elections by stockholders a plurality of the
votes cast for any nominee or nominees shall elect. No ballot shall be required
for any election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election.

                                     - 3 -

<PAGE>   4


         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted
at any meeting of the stockholders, may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action by a writing
filed with the records of the meetings of stockholders. Such consent shall be
treated for all purposes as a vote at a meeting.

ARTICLE III. BOARD OF DIRECTORS

         SECTION 1. POWERS. The Board of Directors may exercise all the powers
of the Corporation except such as are reserved to the stockholders by law, by
the Articles of organization or by these By-laws. The Directors shall have the
power to issue the whole or any part of the unissued balance of the authorized
capital stock of the Corporation upon such terms and conditions as they shall
determine.

         SECTION 2. NOMINATION: ELIGIBILITY TO SERVE. Except as otherwise
provided in Section 5 of this Article concerning the filling of vacancies on the
Board of Directors, only persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders (a) by or at the direction of the Board
of Directors or (b) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this Section, who
shall be entitled to vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Section. Such 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 Clerk. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days, notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholders to be timely must
be so received not later than the close of business on the seventh day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever is earlier. Such stockholder I s notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, all information relating to such
persons that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected), and (b) as to the stockholder giving
the notice, (i) the names and addresses, as they appear on the Corporation's
books, of such stockholder and


                                     - 4 -


<PAGE>   5


any other stockholders known by such stockholder to be supporting the election
of the proposed nominee(s) and (ii) the class and number of shares of the
Corporation which are beneficially owned by such stockholder and any other
stockholders known by such stockholder to be supporting the election of the
proposed nominee(s). At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish to
the Clerk that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the By-laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section, 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.
(Added 1/19/95)

         SECTION 3. NUMBER OF DIRECTORS. The number of Directors shall be not
less than three (3) except whenever there shall be only two (2) stockholders,
the number of directors shall be not less than two (2) and whenever there shall
be only one stockholder, the number of directors shall be not less than one (1).
Except as otherwise provided by these By-laws or in the Articles of
Organization, the number of directors that shall constitute the whole Board of
Directors shall be fixed, and the directors elected, by the stockholders at the
Annual Meeting, the notice of which will specify the election or reduction in
the number of directors as an item of business for such meeting. No director
need be a stockholder. (Amended 1/19/95).

         SECTION 4. ELECTION. The initial Board of Directors shall be elected by
the incorporators at the first meeting thereof and thereafter by the
stockholders at their annual meeting or at any special meeting, the notice or
waiver of notice of which specifies the election of directors as an item of
business for such meeting.

         SECTION S. VACANCIES. Unless otherwise provided by law, any vacancy at
any time existing in the Board of Directors, whether resulting from an increase
in the size of the Board of Directors, from the death, resignation,
disqualification or removal of a director or otherwise, shall be filled solely
by the affirmative vote of a majority of the remaining directors then in office.
(Amended 1/19/95).

         SECTION 6. ENLARGEMENT OF THE BOARD OF DIRECTORS. The number of
Directors may be increased by the Directors by the affirmative vote of a
majority of the Directors then in office or by the stockholders at any meeting.
(Amended 1/19/95).

                                     - 5 -


<PAGE>   6


         SECTION 7. TENURE AND RESIGNATION. Except as otherwise provided by
law, by the Articles of organization or by these By-laws, Directors shall hold
office until the next annual meeting of stockholders and thereafter until their
successors are chosen and qualified. Any Director may resign by delivering or
mailing, postage prepaid, his written resignation to the Corporation at its
principal office or to the President, Clerk or Assistant Clerk, if any. 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 8. REMOVAL. A Director, whether elected by the stockholders or
Directors, may be removed from office with or without cause by vote of a
majority of the stockholders entitled to vote in the election of Directors, or
for cause by a vote of a majority of the Directors then in office; provided,
however, that a Director may be removed for cause only after reasonable notice
and opportunity to be heard before the body proposing to remove him.

         SECTION 9. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such times and such places within or without the United States
as the Board may, from time to time, determine. A regular meeting of the Board
of Directors shall be held without notice immediately after, and at the same
place as, the annual meeting of the stockholders or the special meeting of the
stockholders held in place of such annual meeting unless a quorum of the
Directors is not then present.

         SECTION 10. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time and at any place when called by the President,
Treasurer, or two or more Directors.

         SECTION 11. NOTICE OF SPECIAL MEETINGS. The Clerk or Assistant Clerk,
if any, shall give reasonable notice of each special meeting of the Board of
Directors to each Director. In case of the death, absence, incapacity, or
refusal of the Clerk and Assistant Clerk, if any, notice shall be given by the
person designated by the Board of Directors to act in the absence of the Clerk,
or by the President or Treasurer, or by the officer or Directors calling the
meeting. Notice need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting or meetings, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. A
notice or waiver of notice of a Directors' meeting need not specify the purposes
of the meeting.

      SECTION 12. AGENDA. Any lawful business whatsoever may be transacted at a
meeting of the Board of Directors, notwithstanding


                                     - 6 -


<PAGE>   7


the nature of the business may not have been specified in notice or waiver of
notice of the meeting. the

         SECTION 13. QUORUM. At any meeting of the Directors, a majority of the
Directors then in office shall constitute a quorum for the transaction of
business, provided always that any number of Directors (whether one or more and
whether or not constituting a quorum) present at any meeting or at any adjourned
meeting may make any reasonable adjournment thereof. Any motion adopted by vote
of the majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. (Amended 1/19/95)

         SECTION 14. ACTION BY CONSENT. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated for all purposes as a vote of the Directors.

         SECTION 15. COMMITTEES. The Board of Directors may, by the affirmative
vote of a majority of the Directors then in office, appoint an executive
committee or other committees and may by like vote delegate thereto some or all
of their powers except those which, by law, the Articles of organization or
these By-laws, they are prohibited from delegating. A majority of any such
committee may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide. The Board of Directors
shall have power at any time to fill vacancies in, change the membership of, or
discharge any such committee.

ARTICLE IV. OFFICERS

         SECTION 1. ENUMERATION. The officers of the Corporation shall be a
President, a Treasurer, a Clerk, and such Vice Presidents, Assistant Treasurers,
Assistant Clerks, Secretary, Assistant Secretaries and other officers as may
from time to time be determined by the Directors. (Amended 1/19/95).

         SECTION 2. ELECTION. The President, Treasurer, and Clerk shall
initially be elected by the incorporators at the first meeting thereof;
thereafter the President, Treasurer and Clerk shall be elected annually by the
Directors at their first meeting following the annual meeting of stockholders.
other officers may be chosen by the directors at such meeting or any other
meeting.

         SECTION 3. QUALIFICATION. An officer may, but need not, be a Director
or stockholder. Any two or more offices may be held by the same person. The
Clerk shall be a resident of Massachusetts unless the Corporation has a resident
agent appointed for the purpose of service of process. Any officer may be
required by the


                                     - 7 -


<PAGE>   8


Directors to give bond for the faithful performance of his duties to the
Corporation in such amount and with such sureties as the Directors may
determine.

         SECTION 4. TENURE AND REMOVAL. The term of office of all officers shall
be one year or until their respective successors are elected and qualified. Any
officer may be removed from office, with or without cause, by the affirmative
vote of a majority of the Directors then in office, provided, however, than an
officer may be removed for cause only after reasonable notice and opportunity to
be heard by the Board of Directors prior to action thereon.

         SECTION 5. RESIGNATION. Any officer may resign by delivering or
mailing, postage prepaid, his written resignation to the Corporation at its
principal office or to the President, Clerk, or Assistant Clerk, if any, 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. VACANCIES. A vacancy in any office arising from any cause
may be filled for the unexpired portion of the term by the Board of Directors.

         SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall be appointed by the Directors and shall, subject to the
control of the Directors, have general charge and supervision of the business of
the Corporation. If no such designation is made, the President shall be the
Chief Executive Officer. Unless the Board of Directors otherwise specifies, if
there is no Chairman of the Board, the Chief Executive officer shall preside, or
designate the person who shall preside, at all meetings of the stockholders and
of the Board of Directors. (Added 1/19/95).

         SECTION 8. CHAIRMAN OF THE BOARD. If a Chairman of the Board of
Directors is elected, he shall have the duties and powers as are determined by
the Directors. Unless the Board of Directors otherwise specifies, the Chairman
of the Board shall preside, or designate the person who shall preside, at all
meetings of the stockholders and of the Board of Directors. (Added 1/19/95)

         SECTION 9. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation except as the Board of Directors may otherwise
provide. It shall be his duty and he shall have the power to see that all orders
and resolutions of the Directors are carried into effect. He shall, from time to
time, report to the Directors all matters within his knowledge which the
interests of the Corporation may require to be brought to its notice. The
President shall perform such duties and have such powers additional to the
foregoing as the Directors shall designate. (Amended 1/19/95).


                                     - 8 -


<PAGE>   9


         SECTION 10. VICE PRESIDENTS. In the absence or disability of the
President, his powers and duties shall be performed by the Vice President if
only one, or, if more than one, by the one designated for the purposes by the
Directors. Each Vice President shall have such other powers and perform such
other duties as the Directors shall from time to time designate. The Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President, and any other title selected by the Directors. (Added 1/19/95).

         SECTION 11. TREASURER. Except as the Directors shall otherwise
determine, the Treasurer shall be the Chief Financial and Accounting officer of
the Corporation, and shall be in charge of its funds and valuable papers, books
of account and accounting records, and shall have such other duties and powers
as may be designated from time to time by the Directors. (Amended 1/19/95)

         SECTION 12. ASSISTANT TREASURERS. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one, or, if more than one, by the one designated for the purpose by the
Directors. Each Assistant Treasurer shall have such other powers and perform
such other duties as the Directors shall from time to time designate. (Added
1/19/95).

         SECTION 13. CLERK. The Clerk shall record in books kept for the purpose
all votes and proceedings of the stockholders and, if there be no Secretary or
Assistant Secretary, of the Directors at their meetings. Unless the Directors
shall appoint a transfer agent and/or registrar or other officer or officers for
the purpose, the Clerk shall be charged with the duty of keeping, or causing to
be kept, accurate records of all stock outstanding, stock certificates issued
and stock transfers; and, subject to such other or different rules as shall be
adopted from time to time by the Directors, such records may be kept solely in
the stock certificate books. The Clerk shall perform such duties and have such
powers additional to the foregoing as the Directors shall designate. (Amended
1/19/95).

         SECTION 14. ASSISTANT CLERKS. In the absence of the Clerk from any
meeting of the stockholders or, if there be no Secretary or Assistant Secretary,
from any meeting of the Directors, the Assistant Clerk, if one be elected, or,
if there be more than one, the one designated for the purpose by the Directors,
otherwise a Temporary Clerk designated by the person presiding at the meeting,
shall perform the duties of the Clerk. Each Assistant Clerk shall have such
other powers and perform such other duties as the Directors may from time to
time designate. (Added 1/19/95).


                                     - 9 -


<PAGE>   10


         SECTION 15. SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is
elected, he shall keep a record of the meetings of the Directors and in his
absence, an Assistant Secretary, if one be elected, or, if there be more than
one, the one designated for the purpose by the Directors, otherwise a Temporary
Secretary designated by the person presiding at the meeting, shall perform the
duties of the Secretary. Each Assistant Secretary shall have such other powers
and perform such other duties as the Directors may from time to time designate.
(Added 1/19/95).

ARTICLE V. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Corporation shall indemnify each person who is or was a Director,
officer, employee or agent of the Corporation, or of any other corporation which
he served as such at the request of the Corporation, or who served in any
capacity with respect to any employee benefit plan at the request of the
Corporation, against any and all liability and reasonable expense that may be
incurred by him in connection with or resulting from any claim, action, suit or
proceeding (whether brought by or in the name of the Corporation or such other
corporation or otherwise), civil or criminal, or in connection with an appeal
relating thereto, in which he may become involved as a party or otherwise by
reason of his being or having been a Director, officer, employee or agent of the
Corporation or of such other corporation, or serving or having served in any
capacity with respect to any employee benefit plan at the request of the
Corporation, or by reason of any past or future action taken or not taken in his
capacity as such Director, officer, employee or agent, or in the course of
serving in any capacity with respect to any employee benefit plan at the request
of the Corporation, whether or not he continues to be such at the time such
liability or expense is incurred, provided such person acted in good faith in
what he reasonably believed to be the best interest of the Corporation, such
other corporation, or to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan, as the case may be, and, in
addition, in any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful, provided, however, that no
indemnification shall be provided for any person, whether acting as a Director
or otherwise, with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Corporation, such other
corporation, or such employee benefit plan. As used in this Article, the terms
"liability" and "expense" shall include, but shall not be limited to, counsel
fees and disbursements and amounts of judgments, fines or penalties against and
amounts paid in settlement by a Director, officer, employee or agent, other than
amounts paid to the Corporation to such other corporation or to such employee
benefit plan. Any such Director, officer, employee or agent referred to


                                     - 10 -


<PAGE>   11


in this Article who has been wholly successful, on merits or otherwise, with
respect to any claim, action, suit or proceeding of the character described
herein shall be entitled to indemnification as of right. Expenses incurred with
respect to any such claim, action, suit or proceeding may be advanced by the
Corporation prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount unless it
shall ultimately be determined that he is entitled to indemnification under this
Article. The rights of indemnification provided in this Article shall be in
addition to any rights to which any person concerned may otherwise be entitled
by contract or as a matter of law, and shall inure to the benefit of their
heirs, executors and administrators of any such person. (Added 6/3/87).

ARTICLE VI. CAPITAL STOCK
         SECTION 1. DESCRIPTION. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation owned by him in such form as
shall, in conformity to law, be prescribed from time to time by the Board of
Directors. Such certificate shall be signed by the President or Vice President
and the Treasurer or an Assistant Treasurer, may bear the seal of the
Corporation, shall express an its face its number, date of issue, class, the
number of shares for which and the name of the person to whom it is issued. The
signature of the President, Vice President, Treasurer and Assistant Treasurer
may be facsimile if the stock certificate is signed by a transfer agent and a
registrar.

         If an officer who has signed, or whose facsimile signature has been
placed on, a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued with the same effect as if he were such
officer at the time of its issue.

         SECTION 2. TRANSFER OF SHARES. Title to a certificate of stock and to
the shares represented thereby shall be transferred only by delivery of the
certificate properly endorsed or by delivery of the certificate accompanied by a
written assignment of the same, or a properly-executed written power of attorney
to sell, assign, or transfer the same or the shares represented thereby. Upon
surrender of a certificate for the shares being transferred, a new certificate
or certificates shall be issued according to the interest of the parties. The
person registered on the books of the Corporation as the owner of shares shall
have the exclusive right to receive dividends thereon and to vote thereon as
such owner, and, except only as may be otherwise required by law, may in all
respects be treated by the Corporation as the exclusive owner thereof and the
holder in fact thereof, and the Corporation shall not be bound to recognize any
equitable or other claim to, or interest in, such shares on the part of any
other person except as may be otherwise expressly provided by law.


                                     - 11 -


<PAGE>   12



         SECTION 3. TRANSFER AGENT AND REGISTRAR FOR SHARES OF CORPORATION. The
Board of Directors may appoint a Transfer Agent and a Registrar of the
certificates of the Corporation. The Transfer Agent shall maintain, among other
records, a Shareholders, Ledger, setting forth, among other things, the names
and addresses of the holders of all issued shares of the Corporation, the number
of shares held by each, the certificate numbers representing such shares, and
the date of issue of the certificates representing such shares. The Registrar
shall maintain, among other records, a Share Register, setting forth, among
other things, the total number of shares of each class of shares which the
Corporation is authorized to issue, and the total number of shares actually
issued. The Shareholders' Ledger and the Share Register are hereby identified as
the Stock Transfer Books of the Corporation; but as between the Shareholders'
Ledger and the Share Register, the names and addresses of shareholders, as they
appear on the Shareholders' Ledger maintained by the Transfer Agent, shall be
the official list of shareholders of record of the Corporation. The name and
address of each shareholder of record, as they appear upon the Shareholders'
Ledger, shall be conclusive evidence of who are the shareholders entitled to
receive notice of the meetings of shareholders, to vote at such meetings, to
examine a complete list of the shareholders entitled to vote at meetings, and to
own, enjoy and exercise any other property or rights deriving from such shares
against the Corporation. Shareholders, but not the Corporation, its Directors,
officers, agents or attorneys, shall be responsible for notifying the Transfer
Agent, in writing, of any changes in their names and addresses from time to
time, and failure to do so will relieve the Corporation, its other shareholders,
Directors, officers, agents and attorneys, and its Transfer Agent and Registrar,
of liability for failure to direct notices or other documents, or pay over or
transfer dividends or other property or rights, to a name and address other than
the name and address appearing in the Shareholders' Ledger maintained by the
Transfer Agent.

         SECTION 4. RECORD DATE. The Board of Directors may fix in advance a
time which shall not be more than 60 days before the date of any dividend, or
making any distribution to stockholders, or the last day on which the consent or
dissent of stockholders may be effectively expressed for any purpose as the
record date for determining the stockholders having the right to notice of, and
to vote at, such meetings and any adjournment thereof, or to give such consent
or dissent. only stockholders of record on such record date shall have such
right, notwithstanding any transfer of stock on the books of the Corporation
after the record date. Without fixing a record date, the Board of Directors may
for any such purpose close the transfer books for all or any part of such
period.


                                     - 12 -


<PAGE>   13


         SECTION 5. LOSS OF CERTIFICATES. In case of the loss, destruction or
mutilation of a certificate of stock, a replacement certificate may be issued in
place thereof upon such terms as the Board of Directors may prescribe,
including, in the discretion of the Board of Directors, a requirement of bond
and indemnity to the Corporation.

         SECTION 6. RESTRICTIONS OF TRANSFER. Every certificate for shares of
stock which are subject to any restriction on transfer pursuant to the Articles
of organization, the By-laws, or any agreement to which the Corporation is a
party, shall have the face of the restriction noted conspicuously on the
certificate and shall also set forth on the face or back either the full text of
the restriction or a statement that the Corporation will furnish a copy to the
holder of such certificate upon written request and without charge.

         SECTION 7. MISCELLANEOUS. The amount and classes of the capital stock
and the par value, if any, of the shares, shall be as fixed in the Articles of
Organization. At all times where there are two or more classes of stock,, the
several classes of stock shall conform to the description and the terms, and
have the respective preferences, voting powers, restrictions and qualifications
set forth in the Articles of organization and these By-laws. Every certificate
issued when the Corporation is authorized to issue more than one class or series
of stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued, or a statement of
the existence of such preferences, powers, qualifications and rights, and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

         SECTION 8. UNCERTIFICATED SHARES. The Directors may provide by
resolution that some or all of any or all classes and series of its shares shall
be uncertificated shares. Such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation. If
the Corporation entitles any stockholder of a class or series to receive a
certificate representing shares of such class or series, all other holders of
shares of such class or series shall be so entitled. The initial transaction
statement sent with respect to the issuance or transfer of uncertificated shares
which are subject to any restriction on transfer pursuant to the Articles of
organization, the By-laws or any agreement to which the Corporation is a party,
shall have such restriction noted conspicuously on the statement and shall also
set forth either the full text of the restriction or a statement of the
existence of such restriction and a statement that the Corporation will furnish
a copy of such restriction to the holder of such uncertificated share upon
written request and


                                     - 13 -


<PAGE>   14


without charge. The initial transaction statement sent with respect to the
issuance of transfer of uncertificated shares when the Corporation is authorized
to issue more than one class or series of stock shall set forth either the full
text of the preferences, voting powers, qualifications and special and
relative rights of shares of each class and series, if any, authorized to be
issued as set forth in Articles of organization, or a statement of the existence
of such preferences, powers, qualifications and rights, and a statement that the
Corporation will furnish a copy thereof to the holder of such uncertificated
share upon written request and without charge. (Added 1/19/95).

ARTICLE VII. DIVIDENDS

         Except as otherwise required by law or by the Articles of
Organization, the Board of Directors may in its discretion declare what, if any,
dividends shall be paid from the surplus or from the net profits of the
Corporation upon the stock of the Corporation, provided, however, that no
dividend shall be declared or paid the payment of which would diminish the
amount of the paid-in capital. Dividends shall be payable upon such dates as the
Board of Directors may designate. Before the payment of any dividend and before
making any distribution of profits, the Board of Directors, from time to time,
and in its absolute discretion, shall have power to set aside out of the surplus
or net profits of the Corporation, such sum or sums as the Board deems proper
and sufficient as a reserve fund or for such other purpose as the Board shall
deem to be in the best interest of the Corporation.

ARTICLE VIII. VOTING OF SHARES IN OTHER CORPORATIONS

         The Treasurer or any person authorized by the Board of Directors shall
have power to vote upon shares of stock held by this Corporation in any other
corporation and/or to give a proxy to vote upon such shares.

ARTICLE IX. FISCAL YEAR

         Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall end on the last day of
December in each year.

ARTICLE X. ASSESSMENTS

         Shares of stock of this Corporation, when issued, shall be fully paid
and non-assessable except for unpaid installments of installment stock.


                                     - 14 -


<PAGE>   15


ARTICLE XI. POWERS OF OFFICERS TO CONTRACT WITH THE CORPORATION

         Any and all of the Directors and officers of the Corporation,
notwithstanding their official relations to it, may enter into, negotiate,
consummate and perform any contract or agreement of any name or nature between
the Corporation and themselves, or any and all of the individuals from time to
time constituting the Board of Directors of the Corporation or any firm or
corporation in which any such Director may be interested, directly or
indirectly, whether such individuals or individual, firm or corporation thus
contracting with the Corporation shall thereby derive personal or corporate
profits or benefits or otherwise, provided such interest is made known to this
Corporation prior to the making of such contract or agreement, the intent hereof
being to relieve each and every person who may be or become a Director of the
Corporation or any corporation in which he may be interested in any way, from
any disability that might otherwise exist from contracting with the Corporation.
Any Director of the Corporation whether an officer of the Corporation or not,
who is interested in any transaction in any manner, as aforesaid, may
nevertheless be counted in determining the existence of a quorum at any meeting
of the Board of Directors which shall authorize or ratify any such transaction,
and any vote thereat to authorize or ratify any such transaction with like force
and effect as if he were not so interested. This Article shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common or statutory law applicable thereto.

ARTICLE XII. STOCK OPTIONS

         The Board of Directors may, from time to time, grant to such persons,
including Directors, officers or employees of the Corporation, or of a parent or
subsidiary corporation, as the Board may determine, option for the purchase of
unissued stock which the Corporation may be authorized to issue or of treasury
stock, either with or without a general or specific plan with respect to the
granting of such options, on such terms and for such number of shares as the
Board may determine.

ARTICLE XIII. CHARITABLE CONTRIBUTIONS

         The Board of Directors may authorize from time to time contributions to
be made by the Corporation in such amounts as it may determine to be reasonable
to corporations, trusts, funds or foundations organized and operated exclusively
for charitable, scientific or educational purposes, no part of the net earnings
of which inures to the private benefit of any stockholders or individual.


                                     - 15 -


<PAGE>   16


ARTICLE XIV. EVIDENCES OF AUTHORITY

         A certificate by the Clerk or any Assistant Clerk as to any action
taken by the stockholders, Directors or any officer or representative of the
Corporation shall, as to all persons who rely thereon in good faith, be
conclusive evidence of such action. The exercise of any power which by law, by
the Articles of Organization, or by these By-laws, or under any vote of the
stockholders or the Board of Directors, may be exercised by an officer or any
other contingency, shall bind the Corporation in favor of anyone relying thereon
in good faith, whether or not such absence or contingency existed.

ARTICLE XV. EXECUTION OF INSTRUMENTS.

         All deeds, leases, transfers, contracts, bonds, notes and other
obligations authorized to be executed by an officer of the Corporation in its
behalf shall be signed by the President or the Treasurer except as the Directors
may generally or in particular cases otherwise determine.

ARTICLE XVI. CORPORATE RECORDS.

         The original or attested copies of the Articles of Organization,
By-laws, and records of all meetings of the incorporators and stockholders, and
the stock and transfer records which shall contain the names of all stockholders
and the record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the Corporation, or at any office of
its transfer agent or of the Clerk or of the Assistant Clerk, if any. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to inspection of any stockholder for any
purpose but not to secure a list of stockholders for the purpose of selling said
list or copies thereof or of using the same for a purpose other than in the
interest of the applicant as a stockholder, relative to the affairs of the
Corporation.

ARTICLE XVII. CONTROL SHARES ACQUISITION

         The provisions of Chapter 11OD of the Massachusetts General Laws
relating to regulation of "Control Shares Acquisitions," as they may be amended
from time to time, shall not apply to control share acquisitions (as defined in
said Chapter 11OD) of the Corporation. (Added 1/19/95).

ARTICLE XVIII. SEAL

        This Corporation shall have a seal consisting of a circular die with
the word "Massachusetts" together with the name of the Corporation and the year
of its organization cut or engraved


                                     - 16 -


<PAGE>   17


thereon. The Board of Directors may change the form of the seal and the
inscription thereon at any time.

ARTICLE XIX. AMENDMENTS

         These By-laws (other than Article V) may be altered, amended or
repealed by vote of a majority of the Directors then in office, except that the
Directors shall not take any action prohibited by law or in conflict with the
Articles of organization. The stockholders shall have the power to amend, alter
or repeal any provision of these By-laws as provided by law. (Amended 1/19/95).


                                     - 17 -