<PAGE>
 
                                                                     EXHIBIT 3.3

                                     BYLAWS

                                       OF

                           TRIKON TECHNOLOGIES, INC.


                                   ARTICLE I

                                 Applicability
                                 -------------


Section 1.       Applicability of Bylaws.
                 ----------------------- 

          These Bylaws govern, except as otherwise provided by statute or its
Articles of Incorporation, the management of the business and the conduct of the
affairs of the Corporation.


                                   ARTICLE II

                                    Offices
                                    -------


Section 1.    Principal Executive Office.
              -------------------------- 

              The location of the principal executive office of the Corporation
is 9255 Deering Avenue, Chatsworth, California 91311.


Section 2.    Other Offices.
              ------------- 

              The Board of Directors may establish other offices at any place or
places within or without the State of California.


Section 3.    Change in Location or Number of Offices.
              --------------------------------------- 

              The Board of Directors may change any office from one location
to another or eliminate any office or offices.
<PAGE>
 
                                 ARTICLE III

                            Meetings of Shareholders
                            ------------------------


Section 1.    Place of Meetings.
              ----------------- 

              Meetings of the shareholders shall be held at any place within or
without the State of California designated by the Board of Directors or, in the
absence of such designation, at the principal executive office of the
Corporation.


Section 2.    Annual Meetings.
              --------------- 

              An annual meeting of the shareholders shall be held following the
end of the fiscal year of the Corporation at a date and time designated by the
Board of Directors. Directors shall be elected at each annual meeting and any
other proper business may be transacted thereat.


Section 3.    Special Meetings.
              ---------------- 

              (a) Special meetings of the shareholders may be called by a
majority of the Board of Directors, the Chairman of the Board, the President or
the holders of shares entitled to cast not less than 10 percent of the votes at
such meeting.

              (b) Any request for the calling of a special meeting of the
shareholders shall (1) be in writing, (2) specify the date, which, except in the
case of a request by the Board of Directors, shall be not less than 35 or more
than 60 days after the receipt of the request, and the time thereof, (3) specify
the general nature of the business to be transacted thereat and (4) be given
either personally or by first-class mail, postage prepaid, or other means of
written communication to the Chairman of the Board, President, any vice
president or Secretary of the Corporation.  The officer receiving a proper
request to call a special meeting of the shareholders shall, within 20 days
after receipt of such request, cause notice to be given pursuant to the
provisions of Section 4 of this Article to the shareholders entitled to vote
thereat that a meeting will be held at the date and time specified by the person
or persons calling the meeting.

              (c) No business may be transacted at a special meeting unless the
general nature thereof was stated in the notice of such meeting.
<PAGE>
 
Section 4.    Notice of Annual, Special or Adjourned Meetings.
              ----------------------------------------------- 

              (a) Whenever any meeting of the shareholders is to be held, a
written notice of such meeting shall be given in the manner described in
subdivision (d) of this Section not less than 10 (or, if sent by third-class
mail, 30) nor more than 60 days before the date thereof to each shareholder
entitled to vote thereat. The notice shall state the place, date and hour of the
meeting and (1) in the case of a special meeting, the general nature of the
business to be transacted or (2) in the case of the annual meeting, those
matters which the Board of Directors, at the time of the giving of the notice,
intend to present for action by the shareholders including, whenever directors
are to be elected at a meeting, the names of nominees intended at the time of
giving of the notice to be presented by the board for election.

              (b) Any proper matter may be presented at an annual meeting for
action, except as is provided in subdivision (f) of Section 601 of the
Corporations Code of the State of California.

              (c) Notice need not be given of an adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken, except that if the adjournment is for more than 45 days or if after the
adjournment a new record date is provided for the adjourned meeting, a notice of
the adjourned meeting shall be given to each shareholder of record entitled to
vote thereat.

              (d) Notice of any meeting of the shareholders or any report shall
be given either personally or by first-class mail, or, if there are more than
500 persons holding shares on the record date for the shareholders' meeting,
notice may be sent third-class mail, postage prepaid, or by other means of
written communication, addressed to the shareholder at his address appearing on
the books of the Corporation or given by him to the Corporation for the purpose
of notice; or if no such address appears or is given, at the place where the
principal executive office of the Corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal executive office is located. The notice or report shall be deemed to
have been given at the time when delivered personally to the recipient or
deposited in the mail or sent by other means of written communication. An
affidavit of mailing of any notice or report in accordance with the provisions
of these Bylaws or the General Corporation Law of the State of California,
executed by the Secretary, assistant secretary or any transfer agent of the
Corporation, shall be prima facie evidence of the giving of the notice or
report.

                                       3
<PAGE>
 
              (e) If any notice or report addressed to the shareholder at his
address appearing on the books of the Corporation is returned to the Corporation
by the United States Postal Service marked to indicate that the United States
Postal Service is unable to deliver the notice or report to the shareholder at
such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available for the shareholder
upon his written demand at the principal executive office of the Corporation for
a period of one year from the date of the giving of the notice or report to all
other shareholders.


Section 5.    Record Date.
              ----------- 

              (a) The Board of Directors may fix a time in the future as a
record date for the determination of the shareholders (1) entitled to notice of
any meeting or to vote thereat, (2) entitled to receive payment of any dividend
or other distribution or allotment of any rights or (3) entitled to exercise any
rights in respect of any other lawful action. The record date so fixed shall be
not more than 60 nor less than 10 days prior to the date of any meeting of the
shareholders nor more than 60 days prior to any other action.

              (b) In the event no record date is fixed:

                  (1) The record date for determining the shareholders entitled
          to notice of or to vote at a meeting of shareholders shall be at the
          close of business on the business day next preceding the day on which
          notice is given or, if the notice is waived, at the close of business
          on the business day next preceding the day on which the meeting is
          held;

                  (2) The record date for determining shareholders entitled to
          give consent to corporate action in writing without a meeting, when no
          prior action by the Board of Directors has been taken, shall be the
          day on which the first written consent is given;

                  (3) The record date for determining shareholders for any
          other purpose shall be at the close of business on the day on which
          the Board of Directors adopts the resolution relating thereto, or the
          60th day prior to the date of such other action, whichever is later.

              (c) Only shareholders of record on the close of business on the
record date are entitled to notice and to vote or to receive a dividend,
distribution or allotment of rights or to

                                       4
<PAGE>
 
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date.

              (d) A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned
meeting, but the Board shall fix a new record date if the meeting is adjourned
for more than 45 days from the date set for the original meeting.


Section 6.    Quorum.
              ------ 

              (a) A majority of the shares entitled to vote at a meeting of the
shareholders, represented in person or by proxy, shall constitute a quorum for
the transaction of business thereat.

              (b) Except as provided in Section 6(c) below, the affirmative vote
of a majority of the shares represented and voting at a duly held meeting at
which a quorum is present (which shares voting affirmatively also constitute at
least a majority of the required quorum) shall be the act of the shareholders,
unless the vote of a greater number is required by law or the Articles of
Incorporation.

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


Section 7.    Adjournment.
              ----------- 

              Any meeting of the shareholders may be adjourned from time to time
whether or not a quorum is present by the vote of a majority of the shares
represented thereat either in person or by proxy. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting.


Section 8.    Validation of Defectively Called, Noticed or Held Meetings.
              ---------------------------------------------------------- 

              (a) The transactions of any meeting of the shareholders, however
called and noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present either in person
or by proxy,

                                       5
<PAGE>
 
and if, either before or after the meeting, each of the persons entitled to vote
thereat, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

              (b) Attendance of a person at a meeting shall constitute a waiver
of notice of and presence at such meeting, except (1) when the person objects,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and (2) that attendance at a meeting
is not a waiver of any right to object to the consideration of any matter
required by the General Corporation Law of the State of California to be
included in the notice but not so included, if such objection is expressly made
at the meeting.

              (c) Any written waiver of notice shall comply with subdivision (f)
of Section 601 of the Corporations Code of the State of California.


Section 9.    Voting for Election of Directors.
              -------------------------------- 

              (a) Every shareholder complying with subdivision (b) of this
section and entitled to vote at any election of directors may cumulate his votes
and give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are normally
entitled, or distribute his votes on the same principle among as many candidates
as he thinks fit.

              (b) No shareholder shall be entitled to cumulate his votes (i.e.
cast for any candidate a number of votes greater than the number of votes which
such shareholder normally is entitled to cast) unless the candidate's or
candidates' names for which he desires to cumulate his votes have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting prior to the voting of his intention to cumulate his votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination.

              (c) Election for directors may be by voice vote or by ballot
unless any shareholder entitled to vote demands election by ballot at the
meeting prior to the voting, in which case the vote shall be by ballot.

              (d) In any election of directors, the candidates receiving the
highest number of affirmative votes of the shares

                                       6
<PAGE>
 
entitled to be voted for them up to the number of directors to be elected by
such shares are elected as directors; votes against the director and votes
withheld shall have no legal effect.


Section 10.   Proxies.
              ------- 

              (a) Every person entitled to vote shares may authorize another
person or persons to act with respect to such shares by a written proxy signed
by him or his attorney-in-fact and filed with the Secretary or the Corporation.
A proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by him or his attorney-in-fact.

              (b) Any duly executed proxy shall continue in full force and
effect until the expiration of the term specified therein or upon its earlier
revocation by the person executing it prior to the vote pursuant thereto (1) by
a writing delivered to the Corporation stating that it is revoked, (2) by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or (3) as to any meeting by attendance at the meeting and voting
in person by the person executing the proxy. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. The date contained on the form of proxy shall be deemed to be the date of
its execution.

              (c) A proxy which states that it is irrevocable is irrevocable for
the period specified therein subject to the provisions of subdivisions (e) and
(f) of Section 705 of the Corporations Code of the State of California.


Section 11.   Inspectors of Election.
              ---------------------- 

              (a) In advance of any meeting of the shareholders, the Board of
Directors may appoint either one or three persons (other than nominees for the
office of director) as inspectors of election to act at such meeting or any
adjournments thereof. If inspectors of election are not so appointed, or if any
person so appointed fails to appear or refuses to act, the Chairman of any such
meeting may, and on the request of any shareholder or his proxy shall, appoint
inspectors of elections (or persons to replace those who so fail or refuse to
act) at the meeting. If appointed at a meeting on the request of one or more
shareholders or the proxies thereof, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors are to be
appointed.

                                       7
<PAGE>
 
              (b) The duties of inspectors of election and the manner of
performance thereof shall be as prescribed in Section 707 of the Corporations
Code of the State of California.


Section 12.   Action by Written Consent.
              ------------------------- 

              (a) Subject to subdivisions (b) and (c) of this section, any
action which may be taken at any annual or special meeting of the shareholders
may be taken without a meeting, without a vote and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes which
would have been necessary to authorize or take such action at a meeting in which
all shares entitled to vote thereon were present and voted. All such consents
shall be filed with the Secretary of the Corporation and maintained with the
corporate records.

              (b) Except for the election of a director by written consent to
fill a vacancy (other than a vacancy created by removal), directors may be
elected by written consent only by the unanimous written consent of all shares
entitled to vote for the election of directors. In the case of an election of a
director by written consent to fill a vacancy (other than a vacancy created by
removal), any such election requires the consent of a majority of the
outstanding shares entitled to vote.

              (c) Unless the consents of all shareholders entitled to vote have
been solicited in writing, notice of any shareholder approval without a meeting
by less than unanimous written consent shall be given as provided in subdivision
(b) of Section 603 of the Corporations Code of the State of California.

              (d) Any shareholder giving a written consent, or his proxyholders,
or a personal representative of the shareholder or their respective
proxyholders, may revoke the consent by a writing received by the Corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
Corporation, but may not do so thereafter. Such revocation is effective upon its
receipt by the Secretary of the Corporation.

                                       8
<PAGE>
 
                                  ARTICLE IV

                                   Directors
                                   ---------


Section 1.       Number and Qualification of Directors.
                 ------------------------------------- 

                 (a)  The authorized number of directors shall be not less than
five (5) nor more than nine (9). The exact number of Directors shall be fixed
from time to time, within the limits specified in this subdivision, by an
amendment of subdivision (b) of this Section adopted by the Board of Directors.

                 (b)  The exact number of Directors shall be eight (8) until
changed as provided in subdivision (a) of this Section.

                 (c)  The maximum or minimum authorized number of Directors may
only be changed by an amendment of this Section approved by the vote or written
consent of a majority of the outstanding shares entitled to vote; provided,
however, that in no case shall the stated maximum number of Directors exceed two
times the stated minimum number of authorized Directors minus one.


Section 2.    Election of Directors.
              --------------------- 

              Directors shall be elected at each annual meeting of the
shareholders.


Section 3.    Term of Office.
              -------------- 

              Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which he is elected and
until a successor has been elected.


Section 4.    Vacancies.
              --------- 

              (a) A vacancy in the Board of Directors exists whenever any
authorized position of director is not then filled by a duly elected director,
whether caused by death, resignation, removal, change in the authorized number
of directors or otherwise.

              (b) Except for a vacancy created by the removal of a director,
vacancies on the Board of Directors may be filled by a majority of the directors
then in office, whether or not less than a quorum, or by a sole remaining
director.  A vacancy created by the removal of a director shall be filled only
by shareholders.

                                       9
<PAGE>
 
              (c) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors. Any such election by written consent other
than to fill a vacancy created by removal requires the consent of a majority of
the outstanding shares entitled to vote.


Section 5.    Removal.
              ------- 

              (a) The Board of Directors may declare vacant the office of a
director who has been declared of unsound mind by an order of court or convicted
of a felony.

              (b) Any or all of the directors may be removed without cause if
such removal is approved by a majority of the outstanding shares entitled to
vote; provided, however, that no director may be removed (unless the entire
Board of Directors is removed) if the votes cast against removal, or not
consenting in writing to such removal, would be sufficient to elect such
director if voted cumulatively at an election at which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of his most recent election were then being elected.

              (c) Any reduction of the authorized number of directors does not
remove any director prior to the expiration of his term of office.


Section 6.    Resignation.
              ----------- 

              Any director may resign effective upon giving written notice to
the Chairman of the Board, the President, the Secretary or the Board of
Directors of the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.


Section 7.    Fees and Compensation.
              --------------------- 

              Directors may be reimbursed for their expenses, if any, for
attendance at each meeting of the Board of Directors and may be paid a fixed sum
determined by resolution of the Board of Directors for attendance at each such
meeting. No such payments shall preclude any director from serving the
Corporation in any other capacity and receiving compensation in any manner
therefor.

                                       10
<PAGE>
 
 Section 8.   Approval of Loans to Officers
              -----------------------------

             The Corporation may, upon the approval of the Board of Directors
alone, make loans of money or property to, or guarantee the obligations of, any
officer of the Corporation or its parent or subsidiary, whether or not a
director, or adopt an employee benefit plan or plans authorizing such loans or
guaranties provided that (i) the Board of Directors determines that such a loan
or guaranty or plan may reasonably be expected to benefit the corporation, (ii)
the corporation has outstanding shares held of record by 100 or more persons
determined as provided in Section 605 of the Code) on the date of approval by
the Board of Directors, and (iii) the approval of the Board of Directors is by a
vote sufficient without counting the vote of any interested director or
directors.



                                   ARTICLE V

                      Committees of the Board of Directors
                      ------------------------------------


Section 1.    Designation of Committees.
              ------------------------- 

              The Board of Directors may, by resolution adopted by a majority of
the authorized number of directors, designate (1) one or more committees, each
consisting of two or more directors and (2) one or more directors as alternate
members of any committee, who may replace any absent member at any meeting of
the committee. The appointment of members or alternative members of a committee
requires the vote of a majority of the authorized number of directors. Any
member or alternate member of a committee shall serve at the pleasure of the
Board.


Section 2.    Powers of Committees.
              -------------------- 

              Any committee, to the extent provided in the resolution of the
Board of Directors designating such committee, shall have all the authority of
the Board, except with respect to:

                    (a) The approval of any action for which the General
          Corporation Law of the State of California also requires approval by
          the shareholders;

                    (b) The filling of vacancies on the Board or in any
          committee thereof;

                                       11
<PAGE>
 
                    (c) The fixing of compensation of the directors for serving
          on the Board or on any committee thereof;

                    (d) The amendment or repeal of these ByLaws or the adoption
          of new bylaws;

                    (e) The amendment or repeal of any resolution of the Board
          which by its express terms is not so amendable or repealable;

                    (f) A distribution to the shareholders of the Corporation,
          except at a rate or in a periodic amount or within a price range
          determined by the Board of Directors; or

                    (g) The designation of other committees of the Board or the
          appointment of members or alternate members thereof.



                                   ARTICLE VI

                       Meetings of the Board of Directors
                       ----------------------------------
                             and Committees Thereof
                             ----------------------


Section 1.    Place of Meetings.
              ----------------- 

              Regular meetings of the Board of Directors shall be held at any
place within or without the State of California which has been designated from
time to time by the Board or, in the absence of such designation, at the
principal executive office of the Corporation. Special meetings of the Board
shall be held either at any place within or without the State of California
which has been designated in the notice of the meeting or, if not stated in the
notice or there is no notice, at the principal executive office of the
Corporation.


Section 2.    Organization Meeting.
              -------------------- 

              Immediately following each annual meeting of the shareholders the
Board of Directors shall hold a regular meeting for the purpose of organization
and the transaction of other business. Notice of any such meeting is not
required.

                                       12
<PAGE>
 
Section 3.    Other Regular Meetings.
              ---------------------- 

              Other regular meetings of the Board of Directors shall be held
without call at such time as shall be designated from time to time by the Board.
Notice of any such meeting is not required.


Section 4.    Special Meetings.
              ---------------- 

              Special meetings of the Board of Directors may be called at any
time for any purpose or purposes by the Chairman of the Board or the President
or any vice president or the Secretary or any two directors. Notice shall be
given of any special meeting of the Board.


 Section 5.   Notice of Special Meetings.
              -------------------------- 

              (a) Notice of the time and place of special meetings of the Board
of Directors shall be delivered personally or by telephone to each director or
sent to each director by first-class mail or telegraph, charges prepaid. Such
notice shall be given four days prior to the holding of the special meeting if
sent by mail or 48 hours prior to the holding thereof if delivered personally or
given by telephone or telegraph. The notice or report shall be deemed to have
been given at the time when delivered personally to the recipient or deposited
in the mail or sent by other means of written communication.

              (b) Notice of any special meeting of the Board of Directors need
not specify the purpose thereof and need not be given to any director who signs
a waiver of notice or a consent to holding the meeting or an approval of minutes
thereof, whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him. All
such waivers, consents and approvals shall be filed with the corporate records
or made a part of the minutes.


Section 6.    Quorum; Action at Meetings;
              -------------------------- 
              Telephone Meetings.
              ------------------ 

              (a) A majority of the authorized number of directors shall
constitute a quorum for the transaction of business. Every act or decision done
or made by a majority of the directors present at a meeting held duly at which a
quorum is present is the act of the Board of Directors, unless action by a
greater proportion of the directors is required by law or the Articles of
Incorporation.

                                       13
<PAGE>
 
              (b) A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

              (c) Members of the Board of Directors may participate in a meeting
through use of conference telephone or similar communications equipment, so long
as all members participating in such meeting can hear one another.  A member who
participates in a meeting pursuant to this subdivision (c) shall be deemed
'present' at such meeting for purposes of these Bylaws.


Section 7.    Adjournment.
              ----------- 

              A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.  If the meeting is
adjourned for more than 24 hours, notice of any adjournment to another time or
place shall be given prior to the time of the adjourned meeting to the directors
who were not present at the time of the adjournment.


Section 8.    Action Without a Meeting.
              ------------------------ 

              Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all members of the Board
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.


Section 9.    Meetings of and Action by Committees.
              ------------------------------------ 

              The provisions of this article apply to committees of the Board of
Directors and incorporators and action by such committees and incorporators with
such changes in the language and its members for the Board and its members.

                                       14
<PAGE>
 
                                  ARTICLE VII

                                   Officers
                                   --------


Section 1.    Officers.
              -------- 

              The Corporation shall have as officers, a president, a secretary
and a chief financial officer. The chief financial officer shall also be the
treasurer of the Corporation unless the Board of Directors has by resolution
designated another person to hold such position. The Corporation may also have
at the discretion of the Board, a Chairman of the Board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this article. One person may hold two or more offices.


Section 2.    Election of Officers.
              -------------------- 

              The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
article, shall be chosen by the Board of Directors.


Section 3.    Subordinate Officers, Etc.
              ------------------------- 

              The Board of Directors may appoint by resolution, and may empower
the Chairman of the Board, if there be such an officer, or the President, to
appoint such other officers as the business of the Corporation may require, each
of whom shall hold office for such period, have such authority and perform such
duties as are determined from time to time by resolution of the Board or, in the
absence of any such determination, as are provided in these ByLaws. Any
appointment of an officer shall be evidenced by a written instrument filed with
the Secretary of the Corporation and maintained with the corporate records.


Section 4.    Removal and Resignation.
              ----------------------- 

              (a) Any officer may be removed, either with or without cause, by
the Board of Directors or, except in case of any officer chosen by the Board, by
any officer upon whom such power of removal be conferred by resolution of the
Board.

              (b) Any officer may resign at any time effective upon giving
written notice to the Chairman of the Board, President, any vice president or
Secretary of the Corporation,

                                       15
<PAGE>
 
unless the notice specifies a later time for the effectiveness of such
resignation.


Section 5.    Vacancies.
              --------- 

              A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these ByLaws for regular appointments to such office.


Section 6.    Chairman of the Board.
              --------------------- 

              If there is a Chairman of the Board, he shall preside at all
meetings of the Board of Directors and shareholders and exercise and perform
such other powers and duties as may be from time to time assigned to him by
resolution of the Board.


Section 7.    President.
              --------- 

              Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President shall be the chief executive officer and general manager of the
Corporation and shall, subject to the control of the Board, have general
supervision, direction and control of the business and affairs of the
Corporation.  In the absence of the Chairman of the Board, or if there be none,
the President shall preside at all meetings of the shareholders and at all
meetings of the Board.  He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed from time to time by
resolution of the Board.


Section 8.    Vice President.
              -------------- 

              In the absence or disability of the President, the vice presidents
in order of their rank as fixed by the Board of Directors or, if not ranked, the
Vice President designated by the Board, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board or as the President may from time
to time delegate.

                                       16
<PAGE>
 
Section 9.    Secretary.
              --------- 

              (a) The Secretary shall keep or cause to be kept (1) the minute
book, (2) the share register and (3) the seal, if any, of the Corporation.

              (b) The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by these
ByLaws or by law to be given, and shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board.


Section 10.   Chief Financial Officer.
              ----------------------- 

              (a) The Chief Financial Officer shall be the treasurer of the
Corporation and shall keep, or cause to be kept, the books and records of
account of the Corporation.

              (b) The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated from time to time by resolution of the Board
of Directors.  He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the President and the Board, whenever
they request it, an account of all of his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed from time to
time by the Board or as the President may from time to time delegate.



                                  ARTICLE VIII

                              Records and Reports
                              -------------------


Section 1.    Minute Book Maintenance and Inspection.
              -------------------------------------- 

              The Corporation shall keep or cause to be kept in written form at
its principal executive office or such other place as the Board of Directors may
order, a minute book which shall contain a record of all actions by its
shareholders, Board or committees of the Board including the time, date and
place of each meeting; whether a meeting is regular or special and, if special,
how called; the manner of giving notice of each meeting and a copy thereof; the
names of those present at each meeting of the Board or committees thereof; the
number of shares present or represented at each meeting of the shareholders; the
proceedings of all meetings; any written waivers of notice, consents to the
holding

                                       17
<PAGE>
 
of a meeting or approvals of the minutes thereof; and, written consents for
action without a meeting.


Section 2.    Share Register - Maintenance and Inspection.
              ------------------------------------------- 

              The Corporation shall keep or cause to be kept at its principal
executive office, or if so provided by resolution of the Board of Directors,
with the Corporation's transfer agent or registrar, a share register, or a
duplicate share register, which shall contain the names of the shareholders and
their addresses, the number and classes of shares held by each, the number and
date of certificates issued for the same and the number and date of cancellation
of every certificate surrendered for cancellation.


Section 3.    Books and Records of Account - Maintenance and Inspection.
              --------------------------------------------------------- 

              The Corporation shall keep or cause to be kept at its principal
executive office or such other place as the Board of Directors may order,
adequate and correct books and records of account.


Section 4.    Bylaws - Maintenance and Inspection.
              ----------------------------------- 

              The Corporation shall keep at its principal executive office, or
in the absence of such office in the State of California, at its principal
business office in that state, the original or a copy of the ByLaws as amended
to date.


Section 5.    Annual Report to Shareholders.
              ----------------------------- 

              The Board of Directors shall cause an annual report to be sent to
the shareholders not later than 120 days after the close of the fiscal year of
the Corporation. Such report shall comply with the provisions of Section 1501 of
the California Corporations Code and shall be sent in a manner specified in
Section 4(d) of Article III of these Bylaws at least 15 days prior to the annual
meeting of shareholders to be held during the next fiscal year.

                                       18
<PAGE>
 
                                  ARTICLE IX

                                 Miscellaneous
                                 -------------


Section 1.    Checks, Drafts, Etc.
              ------------------- 

              All checks, drafts or other orders for payment of money, notes or
other evidences of indebtedness, and any assignment or endorsement thereof,
issued in the name or payable to the Corporation, shall be signed or endorsed by
such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.


Section 2.    Contracts, Etc. - How Executed.
              ------------------------------ 

              The Board of Directors, except as otherwise provided in these
ByLaws, may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the Board, no officer,
employee or other agent shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or to any amount.


Section 3.    Certificates of Stock.
              --------------------- 

              All certificates shall be signed in the name of the Corporation by
the Chairman of the Board or the President or a vice president and by the
Treasurer or an assistant treasurer or the Secretary or an assistant secretary,
certifying the number of shares and the class or series thereof owned by the
shareholder. Any or all of the signatures on a certificate may be by facsimile
signature. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.


Section 4.    Lost Certificates.
              ----------------- 

              Except as provided in this section, no new certificate for shares
shall be issued at any time.  The Board of Directors may, in case any share
certificate or certificate for

                                       19
<PAGE>
 
any other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the Board may
require, including provision for indemnification of the Corporation secured by a
bond or other adequate security sufficient to protect the Corporation against
any claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft or destruction of such certificate or the
issuance of such new certificate.


Section 5.    Representation of Shares of
              ---------------------------
              Other Corporations.
              ------------------ 

              Any person designated by resolution of the Board of Directors or,
in the absence of such designation, the Chairman of the Board, the President or
any vice president or the Secretary, or any other person authorized by any of
the foregoing, is authorized to vote on behalf of the Corporation any and all
shares of any other corporation or corporations, foreign or domestic, owned by
the Corporation.


Section 6.    Construction and Definitions.
              ---------------------------- 

              Unless the context otherwise requires, the general provisions,
rules of construction and definitions contained in the Corporations Code of the
State of California shall govern the construction of these Bylaws.


Section 7.    Indemnification of Directors,
              ---------------------------- 
              Officers and Employees.
              ---------------------- 

              (a) The Corporation shall, to the maximum extent permitted by the
General Corporation Law of the State of California, and as the same from time to
time may be amended, indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding to which such person was or is a party or is
threatened to be made a party arising by reason of the fact that such person is
or was an agent of the Corporation.  For purposes of this Section 7, an "agent"
of the Corporation includes any person who is or was serving at the request of
the Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic corporation
which was a predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, and includes an

                                       20
<PAGE>
 
action or proceeding by or in the right of the Corporation to procure a judgment
in its favor; and "expenses" includes attorneys' fees and any expenses of
establishing a right to indemnification under this subdivision (a).

              (b) The right of indemnification provided in this Section shall
inure to each person referred to herein, and shall extend to his legal
representatives in the event of his death. The right of indemnification provided
herein shall not be exclusive of any other rights to which any such person, or
any other individual, may be entitled as a matter of law, or pursuant to any
agreement, vote of directors or shareholders or otherwise.

              (c) The Corporation shall, if and to the extent the Board of
Directors so determines by resolution, purchase and maintain insurance in an
amount and on behalf of such agents of the Corporation as the Board may specify
in such resolution against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such whether or
not the Corporation would have the capacity to indemnify the agent against such
liability under the provisions of this section.



                                   ARTICLE X

                                   Amendments
                                   ----------

Section 1.    Amendments.
              ---------- 

              New Bylaws may be adopted or these Bylaws may be amended or
repealed by the affirmative vote of a majority of the outstanding shares
entitled to vote. Subject to the next preceding sentence, bylaws (other than a
bylaw or amendment thereof specifying or changing a fixed number of directors or
the maximum or minimum number, or changing from a fixed to a variable board or
vice versa) may be adopted, amended or repealed by the Board of Directors.

                                       21