<PAGE>   1
                                  
                                                            EXHIBIT 3.2


                             AMENDED AND RESTATED


                                    BYLAWS

                                      OF

                          PENSKE MOTORSPORTS, INC.,










                                                   Adopted by the 
                                                   Board of Directors
                                                   on November 3, 1997
<PAGE>   2





                                     BYLAWS
                                       OF
                            PENSKE MOTORSPORTS, INC.,


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
     
                                                                                                     Page
<S>                                                                                               <C>
ARTICLE I - OFFICES                                                                                      1
         1.1    Registered Office                                                                        1
         1.2    Other Offices                                                                            1

ARTICLE II - MEETINGS OF STOCKHOLDERS                                                                    1

         2.1    Time and Place                                                                           1
         2.2    Annual Meetings                                                                          1
         2.3    Special Meetings                                                                         1
         2.4    Notice of Meetings                                                                       1
         2.5    Advance Notice Requirements for
                     Stockholder Proposals and Director Nominations                                      1
         2.6    List of Stockholders                                                                     2
         2.7    Quorum; Adjournment                                                                      2
         2.8    Voting                                                                                   3
         2.9    Proxies                                                                                  3
         2.10   Questions Concerning Elections                                                           3

ARTICLE III - DIRECTORS                                                                                  4

         3.1    Number and Residence                                                                     4
         3.2    Election and Term                                                                        4
         3.3    Resignation                                                                              4
         3.4    Removal                                                                                  4
         3.5    Vacancies                                                                                4
         3.6    Place of Meetings                                                                        5
         3.7    Annual Meetings                                                                          5
         3.8    Regular Meetings                                                                         5
         3.9    Special Meetings                                                                         5
         3.10   Quorum                                                                                   5
         3.11   Voting                                                                                   5
         3.12   Telephonic Participation                                                                 5
         3.13   Action By Written Consent                                                                5
         3.14   Committees                                                                               6
         3.15   Compensation                                                                             6

</TABLE>


                                      (2)
<PAGE>   3

<TABLE>
<S>                                                                                                      <C>
ARTICLE IV - OFFICERS                                                                                    7
         4.1    Officers and Agents                                                                      7
         4.2    Compensation                                                                             7
         4.3    Term                                                                                     7
         4.4    Removal                                                                                  7
         4.5    Resignation                                                                              7
         4.6    Vacancies                                                                                7
         4.7    Chairman of the Board                                                                    7
         4.8    Chief Executive Officer                                                                  7
         4.9    President                                                                                8
         4.10   Executive Vice Presidents and Vice Presidents                                            8
         4.11   Secretary                                                                                8
         4.12   Treasurer                                                                                8
         4.13   Assistant Vice Presidents, Secretaries
                       and Treasurers                                                                    9
         4.14   Execution of Contracts and Instruments                                                   9
         4.15   Voting of Shares and Securities of
                       Other Corporations and Entities                                                   9

ARTICLE V - NOTICES AND WAIVERS OF NOTICE                                                                9

         5.1    Delivery of Notices                                                                      9
         5.2    Waiver of Notice                                                                        10

ARTICLE VI - SHARE CERTIFICATES AND STOCKHOLDERS OF RECORD                                              10

         6.1    Certificates                                                                            10
         6.2    Lost or Destroyed Certificates                                                          10
         6.3    Transfer of Shares                                                                      10
         6.4    Record Date                                                                             10
         6.5    Registered Stockholders                                                                 11

ARTICLE VII - INDEMNIFICATION                                                                           11

         7.1    Indemnification                                                                         11
         7.2    Claims                                                                                  12
         7.3    Non-Exclusivity of Rights                                                               12
</TABLE>


                                      (3)
<PAGE>   4










<TABLE>
<S>                                                                                                    <C>
ARTICLE VIII - GENERAL PROVISIONS                                                                       12

         8.1    Checks and Funds                                                                        12
         8.2    Fiscal Year                                                                             12
         8.3    Corporate Seal                                                                          12
         8.4    Form of Records                                                                         12
         8.5    Interested Directors; Quorum                                                            12

ARTICLE IX - AMENDMENTS                                                                                 13

ARTICLE X - SCOPE OF BYLAWS                                                                             13
</TABLE>

                                      (4)


<PAGE>   5



                            PENSKE MOTORSPORTS, INC.


                                    ARTICLE I

                                     OFFICES

         1.1 Registered Office. The registered office of the Corporation shall
be located at such place in Delaware as the Board of Directors from time to time
determines.

         1.2 Other Offices. The Corporation may also have offices or branches at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         2.1 Time and Place. All meetings of the stockholders shall be held at
such place and time as the Board of Directors determines.

         2.2 Annual Meetings. An annual meeting of stockholders shall be held
for the election of directors at such date, time and place, either within or
without the State of Delaware, as may be designated by resolution of the Board
of Directors from time to time. Any other proper business may be transacted at
the annual meeting.

         2.3 Special Meetings. Special meetings of the stockholders, for any
purpose, may be called by the Corporation's Chairman of the Board and shall be
called by the Secretary or any Assistant Secretary upon written request (stating
the purpose for which the meeting is to be called) of a majority of the Board of
Directors.

         2.4 Notice of Meetings. Except as provided in Section 2.5 below,
written notice of each stockholders' meeting, stating the place, date and time
of the meeting and, in the case of a special meeting, the purposes for which the
meeting is called, shall be given (in the manner described in Section 5.1 below)
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to vote at the meeting. Notice of adjourned
meetings is governed by Section 2.7 below.

         2.5 Advance Notice Requirements for Stockholder Proposals and Director
Nominations. At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly 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 in accordance with Section 2.4 above, (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, or for a stockholder to nominate candidates for 


<PAGE>   6

election as directors at an annual or special meeting of the stockholders, 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, mailed
and received at the principal executive offices of the Corporation, (a) in the
case of an annual meeting that is called for a date that is within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of stockholders, not less than 60 days nor more than 90 days prior to such
anniversary date, and (b) in the case of an annual meeting that is not called
for a date that is not within 30 days before or after the anniversary date of
the immediately preceding annual meeting, or in the case of a special meeting of
the stockholders called for the purpose of electing directors, not later than
the close of business on the tenth day on which notice of the date of the
meeting was mailed or public disclosure of the date of the meeting was made,
whichever occurs first. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(a) 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, (b)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at any annual
meeting or special meeting called for the purpose of electing directors except
in accordance with the procedures set forth in this Section 2.5. The Chairman of
the annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.5, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

         2.6 List of Stockholders. The officer or agent who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting or any adjournment of the meeting. The list shall be
arranged alphabetically within each class and series and shall show the address
of, and the number of shares registered in the name of, each stockholder. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.

         2.7 Quorum; Adjournment. Except as otherwise provided by law, at all
stockholders' meetings, the stockholders present in person or represented by
proxy who, as of the record date for 

                                      -2-
<PAGE>   7

the meeting, were holders of shares entitled to cast a majority of the votes at
the meeting, shall constitute a quorum. Once a quorum is present at a meeting,
all stockholders present in person or represented by proxy at the meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum. Regardless of whether a quorum
is present, a stockholders' meeting may be adjourned to another time and place
by a vote of the shares present in person or by proxy without notice other than
announcement at the meeting; provided, that (a) only such business may be
transacted at the adjourned meeting as might have been transacted at the
original meeting and (b) if the adjournment is for more than thirty days or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting must be given to each stockholder of record
entitled to vote at the meeting.

         2.8 Voting. Except as otherwise provided by the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share having voting power
held by such stockholder and on each matter submitted to a vote. Voting at
meetings of stockholders need not be by written ballot. When an action, other
than the election of directors, is to be taken by vote of the stockholders, it
shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote on such action, unless a greater vote is required by the
Certificate of Incorporation, these Bylaws or by law. Except as otherwise
provided by the Certificate of Incorporation, directors shall be elected by a
plurality of the votes cast at any election.

         2.9 Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A proxy shall be irrevocable if
it states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary
of the corporation.

         2.10 Questions Concerning Elections. The Board of Directors may, in
advance of the meeting, or the presiding officer may, at the meeting, appoint
one or more inspectors to act at a stockholders' meeting or any adjournment. If
appointed, the inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.


                                      -3-

<PAGE>   8


                                   ARTICLE III

                                    DIRECTORS

         3.1 Number and Residence. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors consisting
of not less than three nor more than ten directors, the number thereof to be
determined from time to time by resolution of the Board of Directors; provided,
however, that the number of directors shall not be reduced so as to shorten the
term of any director at the time in office, and provided further, that the
number of directors constituting the entire Board shall be ten until otherwise
fixed by a majority of the entire Board of Directors. Directors need not be
stockholders. The Board of Directors shall be divided into three classes, as
nearly equal in numbers as the total number of directors constituting the entire
Board permits.

         3.2 Election and Term. The term of office of the Directors of the first
class shall end on the first annual stockholders' meeting after their election;
the term of office of the second class shall end on the second annual
stockholders' meeting after their election; and the term of the office of the
third class shall end on the third annual stockholders' meeting after their
election. At each annual meeting after the first annual stockholders' meeting, a
number of Directors equal to the number of the class whose term expires at the
time of meeting shall be elected to hold office until the third succeeding
annual stockholders' meeting after their election. Each Director elected shall
hold office for the term for which he or she is elected and until his or her
successor is elected and qualified or until his or her resignation or removal.

         3.3 Resignation. A Director may resign by written notice to the
Corporation. A Director's resignation is effective upon its receipt by the
Corporation or a later time set forth in the notice of resignation.

         3.4 Removal. One or more Directors may be removed with cause by vote of
the holders of a majority of the shares entitled to vote at an election of
Directors cast at a meeting of the stockholders called for that purpose.

         3.5 Vacancies. During the intervals between annual meetings of
stockholders, any vacancy occurring in the Board of Directors caused by
resignation, death or other incapacity and any newly created directorships
resulting from an increase in the number of Directors may be filled by a
majority vote of the Directors then in office, whether or not a quorum. Each
Director chosen to fill a vacancy shall hold office for the unexpired term in
respect of which such vacancy occurred. Each Director chosen to fill a newly
created directorship shall hold office until the next election of the class for
which such Director shall have been chosen. When the number of Directors is
changed, any newly created directorships or any decrease in directorships shall
be apportioned among the classes as to make all classes as nearly equal in
number as possible.

                                      -4-

<PAGE>   9

         3.6 Place of Meetings. The Board of Directors may hold meetings at any
location. The location of annual and regular Board of Directors' meetings shall
be determined by the Board and the location of special meetings shall be
determined by the person calling the meeting.


         3.7 Annual Meetings. Each newly elected Board of Directors may meet
promptly after the annual stockholders' meeting for the purposes of electing
officers and transacting such other business as may properly come before the
meeting. No notice of the annual Directors' meeting shall be necessary to the
newly elected Directors in order to legally constitute the meeting, provided a
quorum is present.

         3.8 Regular Meetings. Regular meetings of the Board of Directors or
Board committees may be held without notice at such places and times as the
Board or committee determines at least 30 days before the date of the meeting.

         3.9 Special Meetings. Special meetings of the Board of Directors may be
called by the chief executive officer, and shall be called by the President or
Secretary upon the written request of two Directors, on two days notice to each
Director or committee member by mail or 24 hours notice by any other means
provided in Section 5.1. The notice must specify the place, date and time of the
special meeting, but need not specify the business to be transacted at, nor the
purpose of, the meeting. Special meetings of Board committees may be called by
the Chairperson of the committee or a majority of committee members pursuant to
this Section 3.9.

         3.10 Quorum. At all meetings of the Board or a Board committee, a
majority of the Directors then in office, or of members of such committee,
constitutes a quorum for transaction of business, unless a higher number is
otherwise required. If a quorum is not present at any Board or Board committee
meeting, a majority of the Directors present at the meeting may adjourn the
meeting to another time and place without notice other than announcement at the
meeting. Any business may be transacted at the adjourned meeting which might
have been transacted at the original meeting, provided a quorum is present.

         3.11 Voting. The vote of a majority of the members present at any Board
or Board committee meeting at which a quorum is present constitutes the action
of the Board of Directors or of the Board committee, unless a higher vote is
otherwise required.

         3.12 Telephonic Participation. Members of the Board of Directors or any
Board committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communications equipment through which all
persons participating in the meeting can communicate with each other.
Participation in a meeting pursuant to this Section 3.12 constitutes presence in
person at such meeting.

         3.13 Action by Written Consent. Any action required or permitted to be
taken under authorization voted at a Board or Board committee meeting may be
taken without a meeting if, before or after the action, all members of the Board
then in office or of the Board committee consent to the action in writing. Such
consents shall be filed with the minutes of the proceedings of the 


                                      -5-
<PAGE>   10

Board or committee and shall have the same effect as a vote of the Board or
committee for all purposes.

         3.14 Committees. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate one or more committees, each consisting
of one or more Directors. The Board may designate one or more Directors as
alternate members of a committee, who may replace an absent or disqualified
member at a committee meeting. In the absence or disqualification of a member of
a committee, the committee members present and not disqualified from voting,
regardless of whether they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of such absent
or disqualified member. Any committee, to the extent provided in the resolution
of the Board, may exercise all powers and authority of the Board of Directors in
management of the business and affairs of the Corporation, except a committee
does not have power or authority to:

                  (a) Amend the Certificate of Incorporation.

                  (b) Adopt an agreement of merger or consolidation.

                  (c) Recommend to stockholders the sale, lease or exchange of
         all or substantially all of the Corporation's property and assets.

                  (d) Recommend to stockholders a dissolution of the Corporation
         or a revocation of a dissolution.

                  (e) Amend the Bylaws of the Corporation.

                  (f) Fill vacancies in the Board.

                  (g) Unless the resolution designating the committee or a later
         Board of Director's resolution expressly so provides, declare a
         distribution or dividend or authorize the issuance of stock.

Each committee and its members shall serve at the pleasure of the Board, which
may at any time change the members and powers of, or discharge, the committee.
Each committee shall keep regular minutes of its meetings and report them to the
Board of Directors when required.

         3.15 Compensation. The Board, by affirmative vote of a majority of
Directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of Directors for services to the
Corporation as directors, officers or members of a Board committee. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation for such service.


                                      -6-
<PAGE>   11

                                   ARTICLE IV

                                    OFFICERS

         4.1 Officers and Agents. The Board of Directors, at its first meeting
after each annual meeting of stockholders, shall elect a President, a Secretary
and a Treasurer, and may also elect and designate as officers a Chairman of the
Board, a Vice Chairman of the Board and one or more Executive Vice Presidents,
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers. The Board of Directors may also from time to time appoint, or
delegate authority to the Corporation's chief executive officer to appoint, such
other officers and agents as it deems advisable. Any number of offices may be
held by the same person, but an officer shall not execute, acknowledge or verify
an instrument in more than one capacity if the instrument is required by law to
be executed, acknowledged or verified by two or more officers. An officer has
such authority and shall perform such duties in the management of the
Corporation as provided in these Bylaws, or as may be determined by resolution
of the Board of Directors not inconsistent with these Bylaws, and as generally
pertain to their offices, subject to the control of the Board of Directors.

         4.2 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

         4.3 Term. Each officer of the Corporation shall hold office for the
term for which he or she is elected or appointed and until his or her successor
is elected or appointed and qualified, or until his or her resignation or
removal. The election or appointment of an officer does not, by itself, create
contract rights.

         4.4 Removal. An officer elected or appointed by the Board of Directors
may be removed by the Board of Directors with or without cause. The removal of
an officer shall be without prejudice to his or her contract rights, if any.

         4.5 Resignation. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation or
at a subsequent time specified in the notice of resignation.

         4.6 Vacancies. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

         4.7 Chairman of the Board. The Chairman of the Board, if such office is
filled, shall be a Director and shall preside at all stockholders' and Board of
Directors' meetings.

         4.8 Chief Executive Officer. The Chairman of the Board, if any, or the
President, as designated by the Board, shall be the chief executive officer of
the Corporation and shall have the general powers of supervision and management
of the business and affairs of the Corporation usually vested in the chief
executive officer of a corporation and shall see that all orders and resolutions
of 

                                      -7-
<PAGE>   12

the Board of Directors are carried into effect. If no designation of chief
executive officer is made, or if there is no Chairman of the Board, the
President shall be the chief executive officer. The chief executive officer may
delegate to the other officers such of his or her authority and duties at such
time and in such manner as he or she deems advisable.

         4.9 President. If the office of Chairman of the Board is not filled,
the President shall perform the duties and execute the authority of the Chairman
of the Board. If the Chairman of the Board is designated by the Board as the
Corporation's chief executive officer, the President shall be the chief
operating officer of the Corporation, shall assist the Chairman of the Board in
the supervision and management of the business and affairs of the Corporation
and, in the absence of the Chairman of the Board, shall preside at all
stockholders' and Board of Directors' meetings. The President may delegate to
the officers other than the Chairman of the Board, if any, such of his or her
authority and duties at such time and in such manner as he or she deems
appropriate.

         4.10 Executive Vice Presidents and Vice Presidents. The Executive Vice
Presidents and Vice Presidents shall assist and act under the direction of the
Chairman of the Board and President. The Board of Directors may designate one or
more Executive Vice Presidents and may grant other Vice Presidents titles which
describe their functions or specify their order of seniority. In the absence or
disability of the President, the authority of the President shall descend to the
Executive Vice Presidents or, if there are none, to the Vice Presidents in the
order of seniority indicated by their titles or otherwise specified by the
Board. If not specified by their titles or the Board, the authority of the
President shall descend to the Executive Vice Presidents or, if there are none,
to the Vice Presidents, in the order of their seniority in such office.

         4.11 Secretary. The Secretary shall act under the direction of the
Corporation's chief executive officer and President. The Secretary shall attend
all stockholders' and Board of Directors' meetings, record minutes of the
proceedings and maintain the minutes and all documents evidencing corporate
action taken by written consent of the stockholders and Board of Directors in
the Corporation's minute book. The Secretary shall perform these duties for
Board committees when required. The Secretary shall see to it that all notices
of stockholders' meetings and special Board of Directors' meetings are duly
given in accordance with applicable law, the Certificate of Incorporation and
these Bylaws. The Secretary shall have custody of the Corporation's seal and,
when authorized by the Corporation's chief executive officer, President or the
Board of Directors, shall affix the seal to any instrument requiring it and
attest such instrument.

         4.12 Treasurer. The Treasurer shall act under the direction of the
Corporation's chief executive officer and President. The Treasurer shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of the Corporation's assets, liabilities, receipts and disbursements in
books belonging to the Corporation. The Treasurer shall deposit all moneys and
other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Corporation's
chief executive 


                                      -8-
<PAGE>   13

officer, the President or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Corporation's chief
executive officer, the President and the Board of Directors (at its regular
meetings or whenever they request it) an account of all his or her transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his or her duties in such amount and with such surety as
the Board prescribes.

         4.13 Assistant Vice Presidents, Secretaries and Treasurers. The
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, if
any, shall act under the direction of the Corporation's chief executive officer,
the President and the officer they assist. In the order of their seniority, the
Assistant Secretaries shall, in the absence or disability of the Secretary,
perform the duties and exercise the authority of the Secretary. The Assistant
Treasurers, in the order of their seniority, shall, in the absence or disability
of the Treasurer, perform the duties and exercise the authority of the
Treasurer.

         4.14 Execution of Contracts and Instruments. The Board of Directors may
designate an officer or agent with authority to execute any contract or other
instrument on the Corporation's behalf; the Board may also ratify or confirm any
such execution. If the Board authorizes, ratifies or confirms the execution of a
contract or instrument without specifying the authorized executing officer or
agent, the Corporation's chief executive officer, the President, any Executive
Vice President or Vice President or the Treasurer may execute the contract or
instrument in the name and on behalf of the Corporation and may affix the
corporate seal to such document or instrument.

         4.15 Voting of Shares and Securities of Other Corporations and
Entities. Unless the Board of Directors otherwise directs, the Corporation's
chief executive officer shall be entitled to vote or designate a proxy to vote
all shares and other securities which the Corporation owns in any other
corporation or entity.


                                    ARTICLE V

                          NOTICES AND WAIVERS OF NOTICE

         5.1 Delivery of Notices. All written notices to stockholders, Directors
and Board committee members shall be given personally or by mail (registered,
certified or other first class mail, with postage pre-paid), addressed to such
person at the address designated by him or her for that purpose or, if none is
designated, at his or her last known address. Written notices to Directors or
Board committee members may also be delivered at his or her office on the
Corporation's premises, if any, or by overnight carrier, telegram, telex,
telecopy, radiogram, cablegram, facsimile, computer transmission or similar form
of communication, addressed to the address referred to in the preceding
sentence. Notices given pursuant to this Section 5.1 shall be deemed to be given
when dispatched, or, if mailed, when deposited in a post office or official
depository under the exclusive care and custody of the United States postal
service. Notices given by overnight carrier shall be deemed "dispatched" at 9:00
a.m. on the day the overnight carrier is reasonably requested to deliver 

                                      -9-
<PAGE>   14

the notice. The Corporation shall have no duty to change the written address of
any Director, Board committee member or stockholder unless the Secretary
receives written notice of such address change.

         5.2 Waiver of Notice. Whenever notice is required to be given under the
Certificate of Incorporation, these Bylaws or applicable law, a written waiver,
signed by the person entitled to notice, whether before or after the time 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 where the
person 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.


                                   ARTICLE VI

                  SHARE CERTIFICATES AND STOCKHOLDERS OF RECORD

         6.1 Certificates. The shares of the Corporation shall be represented by
certificates signed by the Chairman of the Board, Vice Chairman of the Board, or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or by the Secretary or an Assistant Secretary representing the number
of shares registered in certificate form. Any of or all the signatures on the
certificate may be by facsimile. 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 he were such officer, transfer agent, or registrar at the date
of issue.

         6.2 Lost or Destroyed Certificates. The Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

         6.3 Transfer of Shares. Shares of the Corporation are transferable only
on the Corporation's stock ledger upon surrender to the Corporation or its
transfer agent of a certificate for the shares, duly endorsed for transfer, and
the presentation of such evidence of ownership and validity of the transfer as
the Corporation requires.

         6.4 Record Date. The Board of Directors may fix, in advance, a date as
the record date for determining stockholders for any purpose, including
determining stockholders entitled to (a) notice of, and to vote at, any
stockholders' meeting or any adjournment of such meeting; or (b) receive payment
of a share dividend or distribution or allotment of a right. The record date
shall not be more than 60 nor less than 10 days before the date of the meeting,
nor more than 60 days before any other action.

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<PAGE>   15

         If a record date is not fixed:

                  (a) the record date for determining the stockholders entitled
         to notice of, or to vote at, a stockholders' meeting shall be the close
         of business on the day next preceding the day on which notice of the
         meeting is given, or, if no notice is given, the close of business on
         the day next preceding the day on which the meeting is held; and

                  (b) the record date for determining stockholders for any other
         purpose shall be the close of business on the day on which the
         resolution of the Board of Directors relating to the action is adopted.

A determination of stockholders of record entitled to notice of, or to vote at,
a stockholders' meeting shall apply to any adjournment of the meeting, unless
the Board of Directors fixes a new record date for the adjourned meeting.

         Only stockholders of record on the record date shall be entitled to
notice of, or to participate in, the action relating to the record date,
notwithstanding any transfer of shares on the Corporation's books after the
record date. This Section 6.4 shall not affect the rights of a stockholder and
the stockholder's transferor or transferee as between themselves.

         6.5 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of a share for all purposes, including notices, voting, consents, dividends and
distributions, and shall not be bound to recognize any other person's equitable
or other claim to interest in such share, regardless of whether it has actual or
constructive notice of such claim or interest.


                                   ARTICLE VII

                                 INDEMNIFICATION

         7.1 Indemnification. The Corporation shall, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
(a) 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, 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 of another corporation, partnership, joint venture, trust or
other enterprise (collectively, "Covered Matters") against all liability and
loss suffered and expenses (including attorneys' fees) reasonably incurred by
such person; and (b) pay or reimburse such expenses incurred by such person in
connection with any Covered Matter in advance of final disposition of such
Covered Matter. The Corporation may provide such other indemnification to
Directors, officers, employees and agents by insurance, contract or otherwise as
is permitted by law and authorized by the Board of Directors.

                                      -11-
<PAGE>   16

         7.2 Claims. If a claim for indemnification or payment of expenses under
this Article VII is not paid in full within sixty days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

         7.3 Non-Exclusivity of Rights. The rights conferred on any person by
this Article VII shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1 Checks and Funds. All checks, drafts or demands for money and notes
of the Corporation must be signed by such officer or officers or such other
person or persons as the Board of Directors from time to time designates. All
funds of the Corporation not otherwise employed shall be deposited or used as
the Board of Directors from time to time designates.

         8.2 Fiscal Year. The fiscal year of the Corporation shall end on such
date as the Board of Directors from time to time determines.

         8.3 Corporate Seal. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

         8.4 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time.

         8.5 Interested Directors; Quorum. No contract or transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (a) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or 
                                      -12-

<PAGE>   17

transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or (b)
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof, of the stockholders. Common or
interested Directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.


                                   ARTICLE IX

                                   AMENDMENTS

         These Bylaws may be amended or repealed, or new Bylaws may be adopted,
by the Board of Directors at any meeting the notice of which shall have stated
the amendment of the Bylaws as one of the purposes of the meeting, but the
stockholders may make additional Bylaws and may amend and repeal any Bylaws
whether adopted by them or otherwise.





                                    ARTICLE X

                                 SCOPE OF BYLAWS

         These Bylaws govern the regulation and management of the affairs of the
Corporation to the extent that they are consistent with applicable law and the
Certificate of Incorporation; to the extent they are not consistent, applicable
law and the Certificate of Incorporation shall govern.




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