<PAGE>

                                                                     EXHIBIT 3.2
 
                                    BY-LAWS
                                      OF
                          FIRST USA PAYMENTECH, INC.

                      ----------------------------------- 

                                   ARTICLE I

                                    OFFICES
                                    -------

     Section 1.  Registered Office.  The registered office of First USA
                 -----------------                                     
Paymentech, Inc. (hereinafter called the "Corporation"), in the State of
Delaware shall be at 32 Loockerman Square, Suite L-100, City of Dover, County of
Kent, and the registered agent in charge thereof shall be Prentice Hall
Corporation System, Inc.

     Section 2.  Other Offices.  The Corporation may also have an office or
                 -------------                                             
offices at any  other place or places within or without the State of Delaware as
the Board of Directors (hereinafter called the "Board") may from time to time
determine.

                                   ARTICLE II

                            MEETING OF STOCKHOLDERS
                            -----------------------

     Section 1.  Place of Meetings.  Meetings of the stockholders for the
                 -----------------                                       
election of directors or for any other purpose shall beheld at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual Meetings.  Annual meetings of stockholders shall be held
                 ---------------                                                
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which meetings
the stockholders shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten or more than sixty days before the date of the meeting.

     Section 3.  Special Meetings.  Unless otherwise prescribed by law or by the
                 ----------------                                               
Certificate of Incorporation, special meetings of stockholders, for any purpose
or purposes, may be called by the Board, the Chairman of the Board or the
Secretary of the Corporation.  Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called shall be given not

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less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.

     Section 4.  Waiver of Notice.  Notice of any annual or special meeting of
                 ----------------                                             
stockholders need not be given to any stockholder who files a written waiver of
notice with the Secretary, signed by the person entitled to notice, whether
before or after the meeting.  Neither the business to be transacted at, nor the
purpose of, any meeting of stockholders need be specified in any written waiver
of notice.  Attendance of a stockholder at a meeting, in person or by proxy,
shall constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 5.  Adjournments.  When a meeting is adjourned to another date,
                 ------------                                               
hour or place, notice need not be given of the adjourned meeting if the date,
hour and place thereof are announced at the meeting at which the adjournment is
taken.  If the adjournment is for more than 30 days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.  At the adjourned meeting any business may be transacted
which might have been transacted at the original meeting.

     Section 6.  Quorum.  Except as otherwise provided by law or the Certificate
                 ------                                                         
of Incorporation, the holders of a majority of the shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum at all
meetings of the stockholders, whether annual or special, for the transaction of
business.  If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat may
adjourn the meeting from time to time in accordance with Section 5 of this
Article until a quorum shall be present or represented.

     Section 7.  Voting.  Except as otherwise provided by the Certificate of
                 ------                                                     
Incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.  Except as otherwise provided by law or
the Certificate of Incorporation or these By-Laws, when a quorum is present at
any meeting, the vote of the holders of a majority of the shares constituting
such quorum shall decide any question brought before such meeting.

     Section 8.  Proxies.  Each stockholder entitled to vote at a meeting of
                 -------                                                    
stockholders may authorize another person or persons to act for such stockholder
by proxy.  Such proxy shall be filed with the Secretary before such meeting of
stockholders, at such time as the Board of Directors may require.  No proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period.

     Section 9.  Nomination of Directors.  Only persons who are nominated in
                 -----------------------                                    
accordance with the following procedures shall be eligible for election as
directors of the Corporation.  Nominations of persons for election to the Board
of Directors may be made 

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at any annual meeting of stockholders (a) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 9 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 9.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more than ninety days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
                                                          --------  ------- 
that in the event that the annual meeting is called for a date that is not
within thirty days before or after such anniversary date, or no annual meeting
was held in the immediately preceding year, notice by the stockholder in order
to be timely must be so received no later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the person named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder.  Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

                                      -3-
<PAGE>
 
     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 9.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

     Section 10.  Business at Annual Meetings.  No business may be transacted at
                  ---------------------------                                   
an annual meeting of stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 10 and on the record date for the
determination of stockholders of record on the date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 10.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty days nor more than ninety days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
                                                          --------  ------- 
that in the event that the annual meeting is called for a date that is not
within thirty days before or after such anniversary date, or no annual meeting
was held in the immediately preceding year, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
be set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

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<PAGE>
 
     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 10; provided, however, that, once business has been
                          --------  -------                              
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 10 shall be deemed to preclude discussion by any
stockholder of any such business.  If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

                                  ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

     Section 1.  General Powers.  The business and affairs of the Corporation
                 --------------                                              
shall be managed by the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation directed or required to be exercised or done by the
stockholders.

     Section 2.  Number and Election of Directors.  The Board of Directors shall
                 --------------------------------                               
consist of not less than three nor more than fifteen members, the exact number
of which shall be fixed from time to time by the Board of Directors.  Except as
provided in Section 3 of this Article III, directors shall be elected by a
plurality of the votes cast at annual meetings of stockholders.  The directors
shall be divided into three classes of substantially equal numbers such that one
class is chosen annually at the annual meeting of stockholders and the members
of such class shall hold office until their successors be elected and qualified
or until his earlier resignation or removal.  Any director may resign at any
time upon notice to the Corporation.  Directors need not be stockholders.

     Section 3.  Vacancies.  Vacancies and newly created directorships resulting
                 ---------                                                      
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director.  Any director of any class elected to fill a vacancy
resulting from an increase in the number of directors shall have a term that
shall coincide with the remaining term of that class.  Any directors elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his or her predecessor.

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

            (a)    Annual Meetings.  As soon as practicable after each annual
                   ---------------                                           
     election of directors, the Board shall meet for the purpose of organization
     and the transaction of other business.

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            (b)    Other Meetings.  Other meetings of the Board shall be held 
                   --------------
     at such times as the Board or the Chairman of the Board shall from time to
     time determine.

            (c)    Notice of Meetings.  The Secretary shall give written notice
                   ------------------ 
     to each director of each meeting, which notice shall state the time, place
     and purpose of such meeting. Notice of each such meeting shall be given to
     each director, if by mail, addressed to him at his residence or usual place
     of business, at least two days before the day on which such meeting is to
     be held, or shall be sent to him at such place by telegraph, cable, or
     other form of recorded communication, or be delivered personally or by
     telephone not later than the day before the day on which such meeting is to
     be held. A written waiver of notice, signed by the person entitled thereto,
     whether before or after the time of the meeting stated therein, shall be
     deemed equivalent to notice. Attendance of a person at a meeting shall
     constitute a waiver of notice of such meeting, except as provided by law.

            (d)    Place of Meetings.  The Board may hold its meetings at such
                   -----------------
     place or places within or without the State of Delaware as the Board or the
     Chairman of the Board may from time to time determine, or as shall be
     designated in the respective notices or waivers of notice thereof.

            (e)    Quorum and Manner of Acting. A majority of the total number 
                   ---------------------------
     of directors then in office shall be present in person at any meeting of
     the Board in order to constitute a quorum for the transaction of business
     at such meeting, and the vote of a majority of those directors present at
     any such meeting at which a quorum is present shall be necessary for the
     passage of any resolution or act of the Board, except as otherwise
     expressly required by law or these By-laws. In the absence of a quorum for
     any such meeting, a majority of the directors present thereat may adjourn
     such meeting from time to time until a quorum shall be present.

            (f)    Organization. At each meeting of the Board, one of the 
                   ------------
     following shall act as chairman of the meeting and preside, in the
     following order or precedence:

                     (i)  the Chairman of the Board;

                    (ii)  the President; or

                   (iii)  any director chosen by a majority of the directors
          present.

     The Secretary or, in the case of his absence, any person (who shall be an
     Assistant Secretary, if an Assistant Secretary is present) whom the
     Chairman shall appoint shall act as secretary of such meeting and keep the
     minutes thereof.

                                      -6-
<PAGE>
 
     Section 5.  Directors' Consent in Lieu of Meeting.  Any action required or
                 -------------------------------------                         
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all
the members of the Board or committee and such consent is filed with the minutes
of the proceedings of the Board.  No action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting, without prior notice and without a vote.

     Section 6.  Action by Means of Telephone or Similar Communications
                 ------------------------------------------------------
Equipment. Any one or more members of the Board, or of any committee designated
---------                                                                      
by the Board, may participate in a meeting of the Board or any such committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section 1.  Executive Officers. The executive officers of the Corporation
                 ------------------                                           
shall be a Chairman of the Board, a President and a Secretary and may include
one or more Vice Presidents and one or more Assistant Secretaries.  Any two or
more offices may be held by the same person.

     Section 2.  Authority and Duties. All officers, as between themselves and
                 --------------------                                         
the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-laws or, to the
extent not so provided, by resolution of the Board.

     Section 3.  Term of Office, Resignation and Removal. All officers shall be
                 ---------------------------------------                       
elected or appointed by the Board and shall hold office for such term as may be
determined by the Board.  Each officer shall hold office until his successor has
been elected or appointed and qualified or his earlier death or resignation or
removal in the manner hereinafter provided.  The Board may require any officer
to give security for the faithful performance of his duties.

     Any officer may resign at any time by giving written notice to the Board or
to the President or the Secretary of the Corporation, and such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective is not specified therein, at the time it is accepted by action of the
Board.  Except as aforesaid, acceptance of such resignation shall not be
necessary to make it effective.

                                      -7-
<PAGE>
 
     All officers and agents elected or appointed by the Board shall be subject
to removal at any time by the Board or by the stockholders of the Corporation
with or without cause.

     Section 4.  Vacancies.  Any vacancy occurring in any office of the
                 ---------                                             
Corporation, for any reason shall be filled by action of the Board.  Any officer
appointed or elected by the Board to fill any vacancy shall serve only until
such time as the unexpired term of his predecessor expires unless reelected or
reappointed by the Board.

     Section 5.  The Chairman of the Board. The Chairman of the Board, if there
                 -------------------------                                     
be one, shall have the power to call special meetings of the stockholders, to
call special meeting meetings of the Board and to preside at all meetings of the
stockholders and all meetings of the Board.

     Section 6.  The Chief Executive Officer and the President.  The Chief
                 ---------------------------------------------            
Executive Officer of the Corporation shall have general and active management
and control of the business and affairs of the Corporation subject to the
control of the Board, and shall see that all orders and resolutions of the Board
are carried into effect.  The President, who may be the same person as the Chief
Executive Officer, shall work with the Chief Executive Officer in the management
and control of the business and in the management and control of the business
and affairs of the Corporation.  The President shall assume the responsibilities
of the Chief Executive Officer in the absence of a Chief Executive Officer.

     Section 7.  Vice President.  Vice Presidents, if any, in order of their
                 --------------                                             
seniority or in any other order determined by the Board, shall generally assist
the Chief Executive Officer and perform such other duties as the Board or the
Chief Executive Officer shall prescribe, and in the absence or disability of the
President, perform the duties and exercise the powers of the President.

     Section 8.  The Secretary.  The Secretary shall, to the extent practicable,
                 -------------                                                  
attend all meetings of the Board and all meetings of the stockholders and shall
record all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for any standing committees when
required.  He shall give or cause to be given notice of all meetings of the
stockholders and of the Board, and shall perform such other duties as may be
prescribed by the Board or the Chief Executive Officer, under whose supervision
he shall act.  He shall keep in safe custody the seal of the Corporation and
affix the same to any duly authorized instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
Treasurer or an Assistant Secretary or an Assistant Treasurer.  He shall keep in
safe custody the certificate books and stockholder records and such other books
and records as the Board may direct and shall perform all the duties incident to
the office of Secretary and such other duties as from time to time may be
assigned to him by the Chief Executive Officer or the Board.

                                      -8-
<PAGE>
 
     Section 9.  Assistant Secretaries. Assistant Secretaries, if any, in order
                 ---------------------                                         
of their seniority or in any other order determined by the Board, shall
generally assist the Secretary and perform such other duties as the Board or the
Secretary shall prescribe, and, in the absence or disability of the Secretary,
shall perform the duties and exercise the powers of the Secretary.

                                   ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

     Section 1.  Execution of Documents.  Executive officers of the Corporation
                 ----------------------                                        
shall have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation, and may delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation; and, unless so designated or expressly
authorized by these By-laws or as may be limited by the Board of Directors, no
officer or agent or employee shall have the power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.

     Section 2.  Deposits.  All funds of the Corporation not otherwise employed
                 --------                                                      
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or any executive officer of the Corporation shall direct.

     Section 3.  Proxies in Respect of Stock or Other Securities of Other
                 --------------------------------------------------------
Corporations.  Executive officers of the Corporation shall have authority from
------------                                                                  
time to time to appoint an agent or agents of the Corporation to exercise in the
name and on behalf of the Corporation the powers and rights which the
Corporation may have as the holder of stock or other securities in any other
corporation, and to vote or consent in respect of such stock or securities.
Such officers may instruct the person or persons so appointed as the manner of
exercising such powers and rights, and such officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise its said powers and rights.

                                   ARTICLE VI

                         SHARES AND TRANSFERS OF SHARES
                         ------------------------------

     Section 1.  Certificates for Shares. Every owner of stock of the
                 -----------------------                             
Corporation shall be entitled to have a certificate certifying the number and
class of shares of the Corporation owned by him, which certificate shall be in
such form as shall be prescribed by the Board.  Certificates shall be issued in
consecutive order shall be signed, in the 

                                      -9-
<PAGE>
 
name of the Corporation by (i) the Chief Executive Officer and/or the President
and (ii) by the Secretary or an Assistant Secretary.

     Section 2.  Stock Ledger.  A stock ledger in one or more counterparts shall
                 ------------                                                   
be kept, in which shall be recorded the name of each person, firm or corporation
owning the shares evidenced by each certificate for stock of the Corporation
issued, the number of shares evidenced by each certificate, the date thereof
and, in the case of cancellation, the date of cancellation.  Except as otherwise
expressly required by law, the person in whose name shares of stock stand on the
stock ledger of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

     Section 3.  Transfer of Stock.
                 ----------------- 

            (a)    The transfer of stock and the certificates evidencing the
     stock of the Corporation shall be governed by Article 8 of Subtitle I of
     Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from
     time to time.

            (b)    Registration of transfers of shares of the Corporation shall
     be made only on the books of the Corporation upon request of the registered
     holder thereof, or of his attorney thereunto authorized by power of
     attorney duly executed and filed with the Secretary of the Corporation, and
     upon the surrender of the certificate or certificates for such shares
     properly endorsed or accompanied by a stock power duly executed.

     Section 4.  Addresses of Stockholders.  Each stockholder shall designate to
                 -------------------------                                      
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to him, and, if any stockholder
shall fail to so designate such an address, corporate notices may be served upon
him by mail directed to him at his post office address, if any, as the same
appears on the share record books of the Corporation or at his last known post
office address.

     Section 5.  Lost, Destroyed and Multilated Certificates.  A holder of any
                 -------------------------------------------                  
shares of the Corporation shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing all or
any such shares.  The Board may, in its discretion, cause the Corporation to
issue a new certificate in place of any certificate theretofore issued by it and
alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of
the mutilated certificates or, in the case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction, and the Board
may, in its discretion, require the owner of the lost or destroyed certificate
or his legal representative to give the Corporation a bond sufficient to
indemnify the Corporation against any claim made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

                                      -10-
<PAGE>
 
     Section 6.  Regulations. The Board may make such rules and regulations as
                 -----------                                                  
it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.

     Section 7.  Fixing Date for Determination of Stockholders of Record.  In
                 -------------------------------------------------------     
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  A determination of stockholders entitled to notice
of or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

                                  ARTICLE VII

                                      SEAL
                                      ----

     The Board may provide a corporate seal, which shall be in the form of a
circle and shall bear the full name of the Corporation and the words and figures
"Corporate Seal 1995 Delaware."

                                  ARTICLE VIII

                                  FISCAL YEAR
                                  -----------

     The fiscal year of the Corporation shall end on the thirtieth day of June
in each year unless changed by resolution of the Board.

                                   ARTICLE IX

                         INDEMNIFICATION AND INSURANCE
                         -----------------------------

     Section 1.  Indemnification.
                 --------------- 

            (a)    The Corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation or is or was serving at the
     request of the Corporation as a director, officer, employee or agent
     (including trustee) of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred by him in connection 

                                      -11-
<PAGE>
 
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the Corporation, and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe his conduct was unlawful. The
     termination of any action, suit or proceeding by judgment, order,
     settlement, conviction or upon a plea of nolo contendere or its equivalent,
                                              ---- ----------
     shall not, of itself, create a presumption that the person seeking
     indemnification did not act in good faith and in a manner which reasonably
     believed to be in or not opposed to the best interests of the Corporation,
     or, with respect to any criminal action or proceeding, had reasonable cause
     to believe that his conduct was unlawful.

            (b)    The Corporation shall indemnify any person who was or is a
     party or is threatened to be made a party to any threatened, pending or
     completed action or suit by or in the right of the Corporation to procure a
     judgment in its favor by reason of the fact that he is or was a director or
     officer of the Corporation, or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interests of the Corporation, except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     Corporation unless and only to the extent that the Court of Chancery of the
     State of Delaware or the court in which such action or suit was brought
     shall determine upon application that, despite the adjudication of
     liability but in view of all the circumstances of the case, such person is
     fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

            (c)    To the extent that a director, officer, employee or agent of
     the Corporation has been successful on the merits or otherwise in defense
     of any action, suit or proceeding referred to in paragraphs (a) and (b) of
     this Section 1, or in defense of any claim, issue or matter therein, he
     shall be indemnified against expenses (including attorneys' fees) actually
     and reasonably incurred by him in connection therewith.

            (d)    Expenses incurred in defending a civil or criminal action,
     suit or proceeding shall be paid by the Corporation in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director, officer, employee or agent
     involved to repay such amount if it shall ultimately be determined that he
     is not entitled to be indemnified by the Corporation pursuant to this
     Article IX or as otherwise authorized by law.

            (e)    The indemnification and advancement of expenses provided by
     this Article IX shall not be deemed exclusive of any other rights to which
     those 

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<PAGE>
 
     seeking indemnification or advancement of expenses may be entitled under
     any by-law, agreement, vote of stockholders or disinterested directors or
     otherwise, both as to action in his official capacity and as to action in
     another capacity while holding such office.

            (f)    For purposes of this Article IX, references to "the
     Corporation" shall include, in addition to the resulting corporation, any
     constituent corporation (including any constituent of a constituent)
     absorbed in a consolidation or merger which, if its separate existence had
     continued, would have had power and authority to indemnify its directors,
     officers, employees or agents so that any person who is or was a director,
     officer, employee or agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
     venture, trust or other enterprise, shall stand in the same position under
     the provisions of this Article IX with respect to the resulting or
     surviving corporation as he would have with respect to such constituent
     corporation if its separate existence has continued.

            (g)    For purposes of this Article IX, references to "other
     enterprises" shall include employee benefit plans; references to "fines"
     shall include any excise taxes assessed on a person with respect to any
     employee benefit plan; and references to "serving at the request of the
     Corporation" shall include any services as a director, officer, employee or
     agent of the Corporation which imposes duties on, or involves services by,
     such director, officer or employee or agent with respect to an employee
     benefit plan, its participants, or beneficiaries; and a person who acted in
     good faith and in a manner he reasonably believed to be in the interest of
     the participants and beneficiaries of an employee benefit plan shall be
     deemed to have acted in a manner "not opposed to the best interests of the
     Corporation," as referred to in this Article IX.

            (h)    The indemnification and advancement of expenses provided by,
     or granted pursuant to, this Article IX shall, unless otherwise provided
     when authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

     Section 2.  Insurance for Indemnification. The Corporation may purchase and
                 -----------------------------                                  
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of the General
Corporation Law of the State of Delaware.

                                      -13-
<PAGE>
 
                                   ARTICLE X

                                   AMENDMENTS
                                   ----------

     These By-laws may be altered, amended or repealed, in whole or in part, or
new By-laws may be adopted by the vote of the holders of a majority of the
shares then entitled to vote at an election of directors or by vote of the
Board.

     These By-laws were approved and adopted by the Corporation's Board of
Directors on April 22, 1997.

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