<PAGE>
 
                                                                     EXHIBIT 3.2
 
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                             AMENDED AND RESTATED
                                        
                                    BYLAWS
                                        
                                      OF
                                        
                            STERLING COMMERCE, INC.
                                        
                         As in effect on May 31, 1998
                                        















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<PAGE>
 
                               TABLE OF CONTENTS
 
 
                                                              Page
                                                              ----
 
ARTICLE I - OFFICES.........................................     1
     Section 1.  Registered Office..........................     1
     Section 2.  Other Offices..............................     1
 
ARTICLE II - STOCKHOLDERS...................................     1
     Section 1.  Meetings...................................     1
     Section 2.  Annual Meeting.............................     1
     Section 3.  List of Stockholders.......................     2
     Section 4.  Special Meetings...........................     2
     Section 5.  Notice.....................................     2
     Section 6.  Quorum.....................................     3
     Section 7.  Voting.....................................     3
     Section 8.  Proxy......................................     3
 
ARTICLE III - BOARD OF DIRECTORS............................     4
     Section 1.  Board of Directors.........................     4
     Section 2.  Number of Directors........................     4
     Section 3.  Newly Created Directorships and Vacancies..     5
     Section 4.  Removal....................................     5
 
ARTICLE IV - MEETINGS OF THE BOARD..........................     5
     Section 1.  Meetings...................................     5
     Section 2.  Annual Meeting.............................     5
     Section 3.  Regular Meetings...........................     5
     Section 4.  Special Meetings...........................     6
     Section 5.  Quorum.....................................     6
     Section 6.  Executive Committee........................     6
     Section 7.  Other Committees...........................     6
     Section 8.  Action by Consent..........................     7
     Section 9.  Compensation of Directors..................     7
 
ARTICLE V - NOTICE OF MEETINGS..............................     7
     Section 1.  Form of Notice.............................     7
     Section 2.  Waiver.....................................     7
     Section 3.  Telephone Meetings.........................     7
 
ARTICLE VI - OFFICERS.......................................     8
     Section 1.  In General.................................     8
     Section 2.  Election...................................     8



                                      (i)
<PAGE>
 
     Section 3.   Salaries........................................   8
     Section 4.   Term of Office and Removal......................   8
     Section 5.   Chairman of the Board...........................   8
     Section 6.   Vice Chairman of the Board......................   8
 
     Section 7.   President.......................................   8
     Section 8.   Chief Executive Officer.........................   9
     Section 9.   Vice Presidents.................................   9
     Section 10.  Secretary.......................................  10
     Section 11.  Assistant Secretaries...........................  10
     Section 12.  Treasurer.......................................  10
     Section 13.  Assistant Treasurers............................  10
     Section 14.  Controller......................................  10
     Section 15.  Bonding.........................................  10
 
ARTICLE VII - CERTIFICATES OF SHARES..............................  11
     Section 1.   Form of Certificates............................  11
     Section 2.   Lost Certificates...............................  11
     Section 3.   Transfer of Shares..............................  11
     Section 4.   Registered Stockholders.........................  11
 
ARTICLE VIII - GENERAL PROVISIONS.................................  12
     Section 1.   Dividends.......................................  12
     Section 2.   Reserves........................................  12
     Section 3.   Fiscal Year.....................................  12
     Section 4.   Seal............................................  12
 
ARTICLE IX - INDEMNITY............................................  12
     Section 1.   Damages and Expenses............................  12
     Section 2.   Insurance, Contracts and Funding................  13
 
ARTICLE X - AMENDMENTS............................................  13
     Section 1.   By Stockholders.................................  13
     Section 2.   By the Board of Directors.......................  14



                                     (ii)
<PAGE>
 
                                   ARTICLE I

                                    OFFICES

     Section 1.  Registered Office.  The initial registered office of the
corporation shall be at such place as is designated in the Certificate of
Incorporation (herein, as amended from time to time, so called), or thereafter
the registered office may be at such other place as the Board of Directors may
from time to time designate by resolution.

     Section 2.  Other Offices.  The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1.  Meetings.  All meetings of the stockholders for the election of
Directors shall be held at the principal office of the corporation, or at such
other place within or without the State of Delaware, as may be fixed from time
to time by the Board of Directors.  Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2.  Annual Meeting.  An annual meeting of the stockholders shall be
held on such date in each fiscal year of the corporation after September 30,
1996 as the Board of Directors shall select, at which meeting the stockholders
shall elect members of the Board of Directors and transact such other business
as may properly be brought before the meeting.  To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (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 a
stockholder.  For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a stockholder's notice must be
delivered or mailed to and received at the principal executive offices of the
corporation not less than sixty calendar days prior to the meeting; provided,
however, that in the event that less than sixty-five calendar days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth calendar day following the date on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made.  A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting, (ii) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (iii) the class and number of shares
of the corporation which are




                                      -1-
<PAGE>
 
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.  In addition, a stockholder intending to nominate
one or more persons for election as a Director at an annual meeting must comply
with Section 2, Article III of these Bylaws (herein, as amended from time to
time, so called) for such nomination or nominations to be properly brought
before such meeting.  No business shall be conducted at an annual meeting except
in accordance with the procedures set forth in this Section 2.  The presiding
officer of an annual meeting shall, if the facts warrant, determine that
business was not properly brought before the meeting and in accordance with the
provisions of this Section 2 and, if such presiding officer should so determine,
such presiding officer shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

     Section 3.  List of Stockholders.  At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, shall be prepared by the officer
or agent having charge of the stock transfer books.  Such list shall be kept on
file 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 for a period of ten days prior to
such meeting and shall be subject to inspection by any stockholder at any time
during usual business hours.  Such list shall be produced and kept open at the
time and place of the meeting during the whole time thereof, and shall be
subject to the inspection of any stockholder who may be present.  The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting, or the Board of Directors may close the stock transfer books for such
purpose for a period of not less than ten nor more than sixty days prior to such
meeting.  In the absence of any action by the Board of Directors, the close of
business on the date next preceding the day on which the notice is given shall
be the record date.

     Section 4.  Special Meetings.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the General Corporation
Law of the State of Delaware (as from time to time in effect, herein called "the
Act"), or by the Certificate of Incorporation, may be called only (i) by the
Chairman of the Board, (ii) the President, or (iii) by the Secretary, within 10
calendar days after receipt of a written request of a majority of the total
number of Directors then in office.  Business transacted at any special meeting
shall be confined to the purposes stated in the notice of the meeting and no
stockholder shall have the right to bring any additional business (whether
similar or dissimilar in nature) before, or to propose or nominate any person
for appointment or election to any position or office at, any special meeting
unless all stockholders entitled to vote are present and affirmatively consent
thereto.

     Section 5.  Notice.  Written or printed notice stating the place, day and
hour of any meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President or the Secretary, to each stockholder of record entitled to vote at
the meeting.




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     Section 6.  Quorum.  At all meetings of the stockholders, the presence in
person or by proxy of the holders of a majority of the shares issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business except as otherwise provided by the
Act, by the Certificate of Incorporation or by these Bylaws.  If such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 7.  Voting.  When a quorum is present at any meeting, the vote of
 the holders of a majority of the shares having voting power present in person
or represented by proxy at such meeting shall decide any questions brought
before such meeting, unless the question is one upon which, by express provision
of the Act or of the Certificate of Incorporation or of these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question. Election of Directors at an annual or
special meeting shall be by plurality. The stockholders present in person or by
proxy at a duly convened meeting at which a quorum initially is present may
continue to transact business until the adjournment of such meeting,
notwithstanding any withdrawal of stockholders that results in a quorum ceasing
to be present.

     Section 8.  Proxy.  Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Certificate of Incorporation.  At
any meeting of the stockholders, every stockholder having the right to vote
shall be entitled to vote in person or by proxy, but no such proxy shall be
voted after three years from its date unless it provides for a longer period.
Another person may be authorized to act as proxy for a stockholder by an
instrument in writing subscribed by such stockholder or his or her duly
authorized attorney in fact or by any other means authorized under the Act.  Any
such proxy shall be filed with the Secretary prior to or at the time of the
meeting.

     A duly executed proxy shall be irrevocable if, and only as long as, it is
coupled with an interest sufficient in law to support an irrevocable power.  A
proxy may be made irrevocable regardless of whether the interest with which it
is coupled is an interest in the stock itself or an interest in the corporation
generally.



                                      -3-
<PAGE>
 
                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 1.  Board of Directors.  The business and affairs of the
corporation shall be managed by, or under the direction of, its Board of
Directors, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by the Act or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 2.  Number of Directors.  Except as otherwise fixed pursuant to the
provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of Directors (none of whom
need be stockholders or residents of the State of Delaware) shall be fixed by
resolution of the Board of Directors from time to time.  The Directors, other
than those who may be elected by the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible, as determined
by the Board of Directors, one class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1997, another class
to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1998, and another class to hold office initially for
a term expiring at the annual meeting of stockholders to be held in 1999, with
members of each class to hold office until their successors are elected and
qualified.  At each annual meeting of the stockholders of the corporation, the
successors to the class of Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

     Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or, solely in the case of any
election that is to be held at an annual meeting of stockholders, by any
stockholder entitled to vote in the election of Directors generally.  Any
stockholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at an annual meeting of
stockholders only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary not later than ninety days
prior to the anniversary date of the immediately preceding annual meeting.  Each
such notice shall set forth:  (i) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the stockholder is a holder of record of stock in the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or



                                      -4-
<PAGE>
 
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (v) the consent of each nominee to serve
as a Director of the corporation if so elected.  The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

     Section 3.  Newly Created Directorships and Vacancies.  Subject to the
rights, if any, of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, newly created directorships
resulting from any increase in the number of Directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled solely by the affirmative vote of a majority of
the remaining Directors then in office, even though less than a quorum of the
Board of Directors, by a sole remaining Director, or, if there is no remaining
Director, by the stockholders.  Any Director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor has been elected and qualified.  No
decrease in the number of Directors constituting the Board of Directors may
shorten the term of any incumbent Director.

     Section 4.  Removal.  Subject to the rights, if any, of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation in respect of the election additional Directors
under specified circumstances, any director may be removed from office by the
stockholders only for cause and only in the manner provided in the Certificate
of Incorporation.

                                   ARTICLE IV

                             MEETINGS OF THE BOARD

     Section 1.  Meetings.  The Directors of the corporation may hold their
meetings, both regular and special, at such times and places as are fixed from
time to time by resolution of the Board of Directors.

     Section 2.  Annual Meeting.  A meeting of the Board of Directors shall be
held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
Directors then elected and serving such time or place shall be changed.

     Section 3.  Regular Meetings.  Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by resolution of the Board.



                                      -5-
<PAGE>
 
     Section 4.  Special Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President or by a majority of
the total number of Directors then in office.  The purpose of any special
meeting shall be specified in the notice or any waiver of notice.  Each notice
of a meeting of the Board of Directors may be delivered personally or by
telephone to a Director not later than the day before the day on which the
meeting is to be held; sent to a Director at his or her residence or usual place
of business, or at any other place of which he or she shall have notified the
corporation, by telegram, telex, cable, wireless, facsimile or similar means at
least 24 hours before the time at which the meeting is to be held; or posted to
him or her at such place by prepaid first class or air mail, as appropriate, at
least three days before the day on which the meeting is to be held.  Notice of a
meeting of the Board of Directors need not be given to any Director who submits
a signed waiver of notice, whether before or after the meeting, or who attends
the meeting without protesting, prior to or at its commencement, the lack of
notice to him or her.

     Section 5.  Quorum.  At all meetings of the Board of Directors the presence
of a majority of the total number of Directors then in office shall be necessary
and sufficient to constitute a quorum for the transaction of business, and the
affirmative vote of at least a majority of the Directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors except as
may be otherwise specifically provided by the Act or by the Certificate of
Incorporation or by these Bylaws.  If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.

     Section 6.  Executive Committee.  The Board of Directors may, by resolution
passed by a majority of the total number of  Directors then in office, designate
an Executive Committee, to consist of two or more Directors of the corporation,
one of whom shall be designated as chairman, who shall preside at all meetings
of such Committee. The Executive Committee shall have and may exercise all of
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that the Executive Committee shall not have power or authority in reference to
(i) approving or adopting, or recommending to the stockholders, any action or
matter expressly required by the Act to be submitted to stockholders for
approval, or (ii) adopting, amending or repealing any provision of these Bylaws.
The Executive Committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors when required.  Any member of the Executive
Committee may be removed, with or without cause, by the affirmative vote of a
majority of the total number of Directors then in office.  If any vacancy or
vacancies occur in the Executive Committee caused by death, resignation,
retirement, disqualification, removal or other cause, the vacancy shall be
filled by the affirmative vote of a majority of the total number of Directors
then in office.

     Section 7.  Other Committees.  The Board of Directors may, by resolution
passed by a majority of the total number of Directors then in office, designate
other committees, each committee to consist of two or more Directors of the
corporation, which committees shall have such power and authority and shall
perform such functions as may be provided in such


                                      -6-
<PAGE>
 
resolution. Such committee or committees shall have such name or names as may be
designated by the Board of Directors and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

     Section 8.  Action by Consent.  Any action required or permitted to be
taken at any meeting of the Board of Directors, the Executive Committee or any
other committee of the Board of Directors may be taken without such a meeting if
a consent in writing, setting forth the action so taken, is signed by all the
members of the Board of Directors or the Executive Committee or such other
committee, as the case may be, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors, the Executive Committee or
such other committee.

     Section 9.  Compensation of Directors.  Directors, as such, shall not
receive any stated salary for their services, but may receive such compensation
and reimbursements as may be determined from time to time by resolution of the
Board of Directors; provided that nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE V

                               NOTICE OF MEETINGS

     Section 1.  Form of Notice.  Whenever notice is required to be given to any
Director or stockholder under the provisions of the Act or of the Certificate of
Incorporation or of these Bylaws, and no provision is made as to how such notice
shall be given, it shall not be construed to mean personal notice, but any such
notice may be given in writing, by mail, postage prepaid, addressed to such
Director or stockholder at such address as appears on the books of the
corporation.  Any notice required or permitted to be given by mail shall be
deemed to be given at the time when the same is deposited in the United States
mail.

     Section 2.  Waiver.  Whenever any written notice is required to be given to
any Director or stockholder under the provisions of the Act or of the
Certificate of Incorporation or of these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be deemed equivalent to the giving of such
notice.

     Section 3.  Telephone Meetings.  Stockholders, members of the Board of
Directors or members of any committee designated by the Board of Directors may
participate in and hold meetings of such stockholders, Board of Directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.



                                      -7-
<PAGE>
 
                                  ARTICLE VI

                                   OFFICERS
                                        
     Section 1.  In General.  The officers of the corporation shall be elected
by the Board of Directors and shall consist of a Chief Executive Officer, a
President, a Vice President, a Secretary and a Treasurer.  The Board of
Directors may also elect additional Vice Presidents, Assistant Vice Presidents,
a Controller, and one or more Assistant Secretaries and Assistant Treasurers and
such other officers as the Board of Directors may from time to time determine.
Any two or more offices may be held by the same person.

     Section 2.  Election.  The Board of Directors shall annually elect from its
members a Chairman of the Board and may elect from its members a Vice Chairman
of the Board.  The Board of Directors shall also annually elect a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary and a
Treasurer, none of whom need be a member of the Board of Directors.

     Section 3.  Salaries.  The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or by the Executive
Committee or another committee, if so authorized by the Board of Directors;
provided that the Board of Directors may delegate to an officer of the Company
the power to fix the compensation of other officers and agents.

     Section 4.  Term of Office and Removal.  Each officer of the corporation
shall hold office until his or her death, or his or her resignation or removal
from office, or the election or appointment and qualification of his or her
successor, whichever shall first occur.  Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors,
whenever in its judgment the best interests of the corporation will be served
thereby.  If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.

     Section 5.  Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the Board of Directors at which he or she may be present and
at all meetings of the stockholders and shall perform such other duties as may
be assigned to him or her by the Board of Directors.

     Section 6.  Vice Chairman of the Board.  The Vice Chairman of the Board, if
any, shall have such powers and perform such duties as the Board of Directors or
the Executive Committee may from time to time prescribe or as the Chairman of
the Board may from time to time delegate to him.  In the absence or disability
of the Chairman of the Board, the Vice Chairman of the Board shall perform the
duties and exercise the powers of the Chairman of the Board.

     Section 7.  President.  The President shall be the chief administrative
officer of the corporation.  In the absence of the Chairman of the Board and the
Vice Chairman of the Board, if any, he or she shall preside at all meetings of
the Board of Directors.  The President shall



                                      -8-
<PAGE>
 
perform such other duties as from time to time may be assigned to him by the
Board of Directors and by the Chief Executive Officer of the corporation.
Without limiting the generality or effect of the foregoing, the President shall
have full power and authority, except as otherwise required by law or directed
by the Board of Directors, (a) to execute, on behalf of the corporation, all
duly authorized contracts, agreements, promissory notes, deeds, assignments,
conveyances, applications, consents, proxies, powers of attorney and other
documents and instruments to which the corporation may be a party, and (b) to
vote and otherwise act on behalf of the corporation, in person or by proxy, at
any meeting of stockholders (or with respect to any action of such stockholders)
of any other corporation in which the corporation may hold securities and
otherwise to exercise any and all rights and powers which the corporation may
possess by reason of its ownership of securities of any such other corporation.

     Section 8.  Chief Executive Officer.  The Chief Executive Officer of the
corporation shall have, subject only to the Board of Directors and the Executive
Committee, general and active management and supervision of the business and
affairs of the corporation and shall see that all orders and resolutions of the
Board of Directors and the Executive Committee are carried into effect.  He or
she shall have all powers and duties of supervision and management usually
vested in the general manager of a corporation, including the supervision and
direction of all other officers of the corporation and the power to appoint and
discharge agents and employees.  Without limiting the generality or effect of
the foregoing, the Chief Executive Officer shall have full power and authority,
except as otherwise required by law or directed by the Board of Directors, (a)
to execute, on behalf of the corporation, all duly authorized contracts,
agreements, promissory notes, deeds, assignments, conveyances, applications,
consents, proxies, powers of attorney and other documents and instruments to
which the corporation may be a party, and (b) to vote and otherwise act on
behalf of the corporation, in person or by proxy, at any meeting of stockholders
(or with respect to any action of such stockholders) of any other corporation in
which the corporation may hold securities and otherwise to exercise any and all
rights and powers which the corporation may possess by reason of its ownership
of securities of any such other corporation.

     Section 9.  Vice Presidents.  Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Executive Committee may
from time to time prescribe, or as the Chief Executive Officer may from time to
time delegate to him.  In the absence or disability of the President, a Vice
President designated by the Board of Directors shall perform the duties and
exercise the powers of the President.  Without limiting the generality or effect
of the foregoing, each Vice President, if any, designated as an "Executive Vice
President" shall have full power and authority, except as otherwise required by
law or directed by the Board of Directors, (a) to execute, on behalf of the
corporation, all duly authorized contracts, agreements, promissory notes, deeds,
assignments, conveyances, applications, consents, proxies, powers of attorney
and other documents and instruments to which the corporation may be a party, and
(b) to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of stockholders (or with respect to any action of such
stockholders) of any other corporation in which the corporation may hold
securities and otherwise to exercise any and all


                                      -9-
<PAGE>
 
rights and powers which the corporation may possess by reason of its ownership
of securities of any such other corporation.

     Section 10.  Secretary.  The Secretary shall attend all meetings of the
stockholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose.  The Secretary shall perform like duties for the
Board of Directors and the Executive Committee when required.  He or she shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he or she shall be.  He or she shall keep in safe
custody the seal of the corporation.

     Section 11.  Assistant Secretaries.  Each Assistant Secretary shall have
such powers and perform such duties as the Board of Directors may from time to
time prescribe.  Unless otherwise provided by the Board of Directors, in the
absence or disability of the Secretary, any Assistant Secretary may perform the
duties and exercise the powers of the Secretary.

     Section 12.  Treasurer.  The Treasurer shall have the custody of all
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements of the corporation, and shall deposit all monies and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.  He or she shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, shall render to the
Chief Executive Officer and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation, and shall perform such other
duties as the Board of Directors may prescribe.

     Section 13.  Assistant Treasurers.  Each Assistant Treasurer shall have
such powers and perform such duties as the Board of Directors may from time to
time prescribe.  Unless otherwise provided by the Board of Directors, in the
absence or disability of the Treasurer, any Assistant Treasurer may perform and
exercise the powers of the Treasurer.

     Section 14.  Controller.  The Controller shall share with the Treasurer
responsibility for the financial and accounting books and records of the
corporation, shall report to the Treasurer, and shall perform such other duties
as the Board of Directors or the Executive Committee or the Chief Executive
Officer may from time to time prescribe.

     Section 15.  Bonding.  If required by the Board of Directors, all or
certain of the officers shall give the corporation a bond, in such form, in such
sum, and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of the duties of their office and for
the restoration to the corporation, in case of their death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in their possession or under their control
belonging to the corporation.



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<PAGE>
 
                                  ARTICLE VII

                            CERTIFICATES OF SHARES

     Section 1.  Form of Certificates.  Certificates representing shares of
stock of the corporation will be in such form as may be determined by the Board
of Directors, subject to applicable legal requirements.  Such certificates shall
be consecutively numbered and shall be entered in the stock book of the
corporation as they are issued.  Each certificate shall state on the face
thereof the holder's name, the number, class of shares, and the par value of
such shares or a statement that such shares are without par value.  Each
certificate shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary, and may be sealed with the seal of the
corporation or a facsimile thereof.  All signatures upon such certificates may
be facsimiles.  In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on such certificates, shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, before such certificates have been delivered by
the corporation or its agents, such certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation.

     Section 2.  Lost Certificates.  The Secretary or any Assistant Secretary
may direct that a new certificate be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact, satisfactory to the
Secretary or such Assistant Secretary, by the person claiming the certificate to
have been lost, stolen or destroyed, and the Secretary or such Assistant
Secretary may require the owner of such lost, stolen or destroyed certificate,
or his or her legal representative, to give the corporation a bond, in such
form, in such sum, and with such surety or sureties as the Secretary or such
Assistant Secretary may approve as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

     Section 3.  Transfer of Shares.  Shares of stock shall be transferable only
on the books of the corporation by the holder thereof in person or by his or her
duly authorized attorney, lawfully constituted in writing.

     Section 4.  Registered Stockholders.  The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.



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<PAGE>
 
                                 ARTICLE VIII

                              GENERAL PROVISIONS

     Section 1.  Dividends.  Dividends upon the outstanding shares of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting.  Dividends may be declared and paid in cash, in property, or in shares
of the corporation, subject to the provisions of the Act and the Certificate of
Incorporation.  The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to receive payment of any dividend,
such record date to be not more than sixty days prior to the payment date of
such dividend, or the Board of Directors may close the stock transfer books for
such purpose for a period of not more than sixty days prior to the payment date
of such dividend.  In the absence of any action by the Board of Directors, the
date upon which the Board of Directors adopts the resolution declaring such
dividend shall be the record date.

     Section 2.  Reserves.  There may be created by resolution of the Board of
Directors out of the net profits of the corporation such reserve or reserves as
the Directors from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends, or to repair or maintain any
property of the corporation, or for such other purpose as the Directors shall
think beneficial to the corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

     Section 3.  Fiscal Year.  The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

     Section 4.  Seal.  The corporation shall have a seal, and said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.  Any officer of the corporation shall have authority to
affix the seal to any document requiring it.

                                  ARTICLE IX

                                   INDEMNITY

     Section 1.  Damages and Expenses.  Without limiting the generality or
effect of Article IX of the Certificate of Incorporation, the corporation shall
to the fullest extent permitted by applicable law as then in effect indemnify
any Director or officer of the corporation (each, an "Indemnitee") who is or was
or is threatened to be made to become involved in any manner (including without
limitation as a party or a witness) in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether of a civil, criminal,
administrative or investigative nature (including without limitation any action,
suit or proceeding by or in the right of the corporation to procure a judgment
in its favor) (each, a "Proceeding") by reason of the fact that such person is
or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the Board of Directors or an officer of the
corporation as a director,


                                     -12-
<PAGE>
 
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (whether or not for profit), or by reason of anything
actually or allegedly done or not done by such person in any such capacity,
against any and all expenses (including attorneys' fees) actually and reasonably
incurred by, and any and all judgments, fines and penalties entered or assessed
against, and any and all amounts reasonably paid or payable in settlement by,
such person in connection with such Proceeding.  Such indemnification shall be a
contract right and shall include the right to receive payment in advance of any
expenses incurred by an Indemnitee in connection with such Proceeding upon
receipt of an undertaking (which may be accepted by the corporation without any
security for the performance thereof and without regard to the financial
capacity of such person to perform it obligations thereunder) by or on behalf of
such person to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the corporation as authorized by this
Article IX or otherwise.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall not be exclusive of any other rights to which
any person seeking indemnification may otherwise be entitled.

     The rights to indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IX shall continue as to a person who has
ceased to be a Director, officer, employee or agent of the corporation or any
other enterprise and shall inure to the benefit of the heirs, executors,
administrators and estate of such person.

     In addition to the mandatory indemnification of Directors and officers of
the corporation provided by this Article IX, the corporation may, if and to the
extent authorized by the Board and permitted by the Act, indemnify any person or
entity against any liability whatsoever.

     Section 2.  Insurance, Contracts and Funding.  The corporation may purchase
and maintain insurance to protect itself or any Indemnitee or other person
against any expenses, judgments, fines and amounts paid in settlement or
incurred by any Indemnitee or other person in connection with any Proceeding
referred to in Article IX or otherwise, to the fullest extent permitted by
applicable law as then in effect.  The corporation may enter into contracts with
any person entitled to indemnification under Article IX or otherwise, and may
create a trust fund, grant a security interest, or use other means (including
without limitation procuring one or more letters of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification as
provided in this Article IX.

                                   ARTICLE X

                                  AMENDMENTS

     Section 1.  By Stockholders.  Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, these Bylaws may be amended or
repealed by the affirmative vote of the holders of at least a majority of the
voting power of all shares of the corporation entitled to



                                     -13-
<PAGE>
 
vote thereon, at any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.

     Section 2.  By the Board of Directors.  Except as otherwise provided by law
or by the Certificate of Incorporation or these Bylaws, these Bylaws may also be
amended or repealed by the Board of Directors by the vote of a majority of
Directors.


Adopted:  May 31, 1998


----------------------
Jeannette P. Meier
Secretary













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