<PAGE>   1
                                                                     Exhibit 3-B



                                     BYLAWS

                                       OF

                                    ZILA INC.


                                    ARTICLE I
                                     OFFICES

1.       Registered Office.

         The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.

2.       Other Offices.

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

                                   ARTICLE II
                                  SHAREHOLDERS

1.       Annual Meeting.

         The annual meeting of the stockholders shall be held on the first
Tuesday of October of each year, or if that day is a legal holiday in Delaware,
then on the next day thereafter which is not a legal holiday, or at such other
date as the Board of Directors shall determine, for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the meeting. If the election of Directors is not held on the day
designated herein for any annual meeting of the stockholders, or any adjournment
hereof, the Directors shall cause the election to be held at a special meeting
of the stockholders as soon thereafter as convenient.

2.       Special Meetings.

         Special meetings of the stockholders may be called for any purpose or
purposes at any time by the Board of Directors, Chairman of the Board or the
President, and shall be called by the Chairman of the Board or the President at
the request of the holders of not less than one-tenth (1/10) of all outstanding
stock of the Corporation entitled to vote at such meeting, or otherwise as
provided by the Delaware General Corporation Law and Section 12 of Article III
of these Bylaws. Such request shall state the purpose or purposes of the
proposed meeting.
<PAGE>   2
3.       Place of Meetings.

         Annual and special meetings of the stockholders shall be held at the
general office of the Corporation, unless otherwise specified in the notice
calling any such meeting, or in the event of a waiver of notice of such meeting,
in such waiver of notice.

4.       Notice of Meeting.

         Written notice stating the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered to each stockholder of record entitled to vote at
such meeting not less than ten (10) nor more than fifty (50) days before the
date of the meeting. Notice may be delivered either personally or by first
class, certified or registered mail, by an officer of the Corporation at the
direction of the person or persons calling the meeting. If mailed, notice shall
be deemed to be delivered when mailed to the stockholders at his or her address
as it appears on the stock transfer books of the Corporation. Notice need not be
given of an adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, provided that such adjournment is for
less than thirty days and further provided that a new record date is not fixed
for the adjourned meeting, in either of which events, written notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at such meeting. At any adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally noticed. A written
waiver of notice, whether given before or after the meeting to which it relates,
shall be equivalent to the giving of notice of such meeting to the stockholder
or stockholders signing such waiver. Attendance of a stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

5.       Fixing Date for Determination of Shareholders Record.

         In order that the Corporation may determine the stockholders entitled
to notice of and to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any other change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix in advance a record date, which shall not be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting or such
action, as the case may be. If the Board has not fixed a record date for
determining the stockholders entitled to notice of and to vote at a meeting of
stockholders, the record date shall be at four o'clock in the afternoon on the
day before the day on which notice is given, or if notice is waived, at the
commencement of the meeting. If the Board has not fixed a record date for
determining the stockholders entitled to express consent to corporate action in
writing without a meeting, the record date shall be the time of the day on which
the first written consent is served on the Corporation in the manner provided by
the Delaware General Corporation Law. If the Board has not fixed a record date
for determining stockholders for any other purpose, the record date shall be at
the close of business on the day before the Board adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders




                                       -2-
<PAGE>   3
shall apply to any adjournment of the meeting if such adjournment or
adjournments do not exceed thirty days in the aggregate; provided, however, that
the Board may fix a new record date for the adjourned meeting.

6.       Record of Stockholders.

         The Secretary or other officer having charge of the stock transfer
books of the Corporation shall make, or cause to be made, a complete record of
the stockholders entitled to vote at a meeting of stockholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each stockholder. Such record shall be produced and
kept open at the time and place of the meeting and shall be subject to
inspection by the stockholders during the entire time of the meeting for the
purposes thereof. Failure to comply with the requirements of this Section 6,
however, shall not affect the validity of any action taken at any such meeting.

7.       Quorum and Manner of Acting.

         At any meeting of the stockholders, the presence, in person or by
proxy, of the holders of a majority of the outstanding stock entitled to vote
shall constitute a quorum. All shares represented and entitled to vote on any
single subject matter which may be brought before the meeting shall be counted
for quorum purposes. Only those shares entitled to vote on a particular subject
matter shall be counted for the purpose of voting on that subject matter.
Business may be conducted once a quorum is present and may continue to be
conducted until adjournment sine die, notwithstanding the withdrawal or
temporary absence of stockholders leaving less than a quorum. Except as
otherwise provided in the Delaware General Corporation Law, the affirmative vote
of the holders of a majority of the shares of stock then represented at the
meeting and entitled to vote on the subject matter under consideration shall be
the act of the stockholders; provided, however, that if the shares of stock then
represented are less than the number required to constitute a quorum, the
affirmative vote must be such as would constitute a majority if a quorum were
present, except that the affirmative vote of the holders of a majority of the
shares of stock then present is sufficient in all cases to adjourn a meeting.

8.       Voting of Shares of Stock.

         Each stockholder shall be entitled to one vote or corresponding
fraction thereof for each share of stock or fraction thereof standing in his or
her name on the books of the Corporation on the record date. A stockholder may
vote either in person or by proxy executed in writing by the stockholder or by
his or her duly authorized attorney in fact, but no such proxy shall be voted or
acted upon after three (3) years from the date of its execution unless the proxy
provides for a longer period. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of any corporation to vote stock, including but not limited to its own
stock, when held by it in a fiduciary capacity. [Shares of stock standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the board of directors of such other corporation may determine.
Shares of stock standing in the name of an administrator, executor,


                                       -3-
<PAGE>   4
guardian, conservator, trustee, receiver, trustee in bankruptcy or assignee for
the benefit of creditors may be voted by such person, either in person or by
proxy. Shares of stock held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by proxy, without a
transfer of such shares into his or her name. Shares of stock held by a trustee,
other than a trustee in bankruptcy, may not be voted by such trustee without a
transfer of such shares into his or her name. Shares of stock held by or under
the control of a receiver or trustee in bankruptcy may be voted by such receiver
or trustee, either in person or by proxy, without a transfer thereof into his or
her name if authority so to do is contained in an appropriate order of the court
by which such receiver or trustee was appointed. A person whose stock is pledged
shall be entitled to vote su6 stock unless the stock has been transferred into
the name of the pledgee on the books of the Corporation, in which case only the
pledgee or his or her proxy shall be entitled to vote such stock.] If shares of
stock stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety, tenants by community property or otherwise, or if two or more persons
have the same fiduciary relationship respecting the same shares of stock, unless
the Corporation is given written notice in the manner required by the Delaware
General Corporation Law to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:
(i) if only one votes, his or her act binds all; (ii) if more than one vote, the
act of the majority so voting binds all; and (iii) if more than one vote, but
the vote is evenly split on any particular matter, each faction may vote the
shares in question proportionally. If any tenancy is held in unequal interests,
the majority or even split, for the purpose of the preceding sentence, shall be
a majority or even split in interest. Unless demanded by a stockholder present
in person or by proxy at any meeting of the stockholders and entitled to vote
thereat, or unless so directed by the chairman of the meeting, the vote thereat
on any question need not be by ballot. If such demand or direction is made, a
vote by ballot shall be taken, and each ballot shall be signed by the
stockholder voting, or by his or her proxy, and shall state the number of shares
voted.

9.       Organization.

         At each meeting of the stockholders, the Chairman of the Board, or, if
he or she is absent therefrom, the President, or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by a majority in voting interest of the stockholders present in person or by
proxy and entitled to vote thereat, or, if all the officers of the Corporation
are absent therefrom, a stockholder of record so chosen, shall act as chairman
of the meeting and preside thereat. The Secretary, or, if he or she is absent
from the meeting or is required pursuant to the provisions of this Section 9 to
act as chairman of such meeting, the person (who shall be an Assistant
Secretary, if any and if present) whom the chairman of the meeting shall appoint
shall act as secretary of the meeting and keep the minutes thereof.

10.      Order of Business.

         The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting, but the order of business may be
changed by the vote of a majority in voting interest of those present in person
or by proxy at such meeting and entitled to vote thereat.


                                       -4-
<PAGE>   5
11.      Election of Directors.

         At each election of Directors, each stockholder entitled to vote
thereat shall have the right to vote, in person or by proxy, the number of
shares of stock owned by such stockholder. Stockholders shall not have
cumulative voting rights with respect to the election of Directors. The
candidates receiving the greatest number of votes, up to the number of Directors
to be elected, shall be the Directors.

12.      Action By Stockholders Without a Meeting.

         Any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting, without notice and without a vote,
if a consent in writing, setting forth the action so taken, is signed by the
number of stockholders as are required to pass such action and entitled to vote
with respect to the subject matter thereof.

13.      Irregularities.

         All informalities and irregularities at any meeting of the stockholders
with respect to calls, notices of meeting, the manner of voting, the form of
proxies and credentials, and the method of ascertaining those present shall be
deemed waived if no objection is made at the meeting.

                                   ARTICLE III
                               BOARD OF DIRECTORS

1.       General Powers.

         The business and affairs of the Corporation shall be managed by the
Board of Directors.

2.       Number. Term of Office and Qualifications.

         Subject to the requirements of the Delaware General Corporation Law,
the Board of Directors may from time to time determine the number of Directors.
Until the Board shall otherwise determine, the number of Directors shall be that
number comprising the initial Board as set forth in the Certificate of
Incorporation. Each Director shall hold office until his or her successor is
elected or until his or her death, or until his or her resignation or removal in
the manner hereinafter provided. Directors need not be stockholders.

3.       Place of Meeting.

         The Board of Directors may hold its meetings at such place or places as
it may from time to time by resolution determine or as shall be designated in
any notices or waivers of notice thereof. Any such meeting, whether regular or
special, may be held by 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 in such manner shall constitute presence in
person at such meeting.


                                       -5-
<PAGE>   6
4.       Annual Meetings.

         As soon as practicable after each annual election of Directors and on
the same day, the Board of Directors may meet for the purpose of organization
and the transaction of other business at the place where regular meetings of the
Board of Directors are held, and no notice of such meeting shall be necessary in
order to legally hold the meeting, provided that a quorum is present. If such
meeting is not held as provided above, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for a
special meeting of the Board of Directors, or in the event of waiver of notice
as specified in the written waiver of notice.

5.       Regular Meetings.

         Regular meetings of the Board of Directors may be held without notice
at such times as the Board of Directors shall from time to time by resolution
determine.

6.       Special Meetings; Notice.

         Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board or a majority of the Directors at the time
in office. Notice shall be given, in the manner hereinafter provided, of each
such special meeting, which notice shall state the time and place of such
meeting, but need not state the purposes thereof. Except as otherwise provided
in Section 7 of this Article III, notice of each such meeting shall be mailed to
each Director, addressed to him or her at his or her residence or usual place of
business, at least two (2) days before the day on which such meeting is to be
held, or shall be sent addressed to him or her at such place by telegraph,
cable, wireless or other form of recorded communication or 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, whether given before or after the
meeting to which it relates, shall be equivalent to the giving of notice of such
meeting to the Director or Directors signing such waiver. Attendance of a
Director at a special meeting of the Board of Directors shall constitute a
waiver of notice of such meeting, except when he or she attends the meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

7.       Quorum and Manner of Acting.

         A majority of the whole Board of Directors shall be present in person
at any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise specified in
these Bylaws, and except also as otherwise expressly provided by the Delaware
General Corporation Law, the vote of a majority of the Directors present at any
such meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum from any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time to another
time or place, without notice other than announcement at the meeting, until a
quorum shall be present thereat. The Directors shall act only as a Board and the
individual Directors shall have no power as such.



                                      -6-
<PAGE>   7
8.       Organization.

         At each meeting of the Board of Directors, the Chairman of the Board of
Directors, or, if he or she is absent therefrom, the President, or if he or she
is absent therefrom, a Director chosen by a majority of the Directors present
thereat, shall act as chairman of such meeting and preside thereat. The
Secretary, or if he or she is absent, the person (who shall be an Assistant
Secretary, if any and if present) whom the chairman of such meeting shall
appoint, shall act as Secretary of such meeting and keep the minutes thereof.

9.       Action by Directors Without a Meeting.

         Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
all Directors entitled to vote with respect to the subject matter thereof.

10.      Resignations.

         Any Director may resign at any time by giving written notice of his or
her resignation to the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its receipt by the
Chairman of the Board, the President or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

11.      Recording of a Negative Vote.

         A Director who is present at a meeting of the Board of Directors at
which any action is taken shall be presumed to have assented to such action
unless his dissent to such action shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the Secretary
before the adjournment thereof or forward such dissent to the Secretary by
certified mail before 5:00 p.m. the next day which is not a holiday or Saturday
after the adjournment of the meeting. No right to dissent shall apply to a
Director who voted in favor of such action.

12.      Removal of Directors.

         Directors may be removed, with or without cause, as provided from time
to time by the Delaware General Corporation Law as then in effect.

13.      Vacancies.

         Any vacancy occurring in the Board of Directors, and any newly created
directorship, may be filled by a majority of the Directors then in office,
including any Director whose resignation from the Board of Directors becomes
effective at a future time, provided that the number of Directors then in office
is not less than a quorum of the whole Board, or by a sole remaining Director.
If at any time the Corporation has no Directors in office, any officer or any
shareholder or any fiduciary entrusted with responsibility for the person or
estate of a shareholder may call a special meeting of the shareholders for the
purpose of filling vacancies in the Board of Directors.


                                       -7-
<PAGE>   8
14.      Compensation.

         Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no Director shall receive any compensation for his or her services
as a Director. The Board of Directors may at any time and from time to time by
resolution provide that the Directors shall be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as Director. In
addition, the Board of Directors may at any time and from time to time by
resolution provide that Directors shall be paid their actual expenses, if any,
of attendance at each meeting of the Board of Directors. Nothing in this section
shall be construed as precluding any Director from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any Director receiving compensation for
his or her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a Director.

                                   ARTICLE IV
                                    OFFICERS

1.       Number.

         The Corporation shall have the following officers: a Chairman of the
Board (who shall be a Director), a President, a Vice President, a Secretary and
a Treasurer. At the discretion of the Board of Directors, the Corporation may
also have additional Vice Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers.
Any two or more offices may be held by the same person.

2.       Election and Term of Office.

         The officers of the corporation shall be elected annually by the Board
of Directors. Each such officer shall hold office until his or her successor is
duly elected or until his or her earlier death or resignation or removal in the
manner hereinafter provided.

3.       Agents.

         In addition to the officers mentioned in Section 1 of this Article IV,
the Board of Directors may appoint such agents as the Board of Directors may
deem necessary or advisable, each of which agents shall have such authority and
perform such duties as are provided in these Bylaws or as the Board of Directors
may from time to time determine. The Board of Directors may delegate to any
officer or to any committee the power to appoint or remove any such agents.

4.       Removal.

         Any officer may be removed, with or without cause, at any time by
resolution adopted by a majority of the whole Board of Directors.



                                       -8-
<PAGE>   9
5.       Resignations.

         Any officer may resign at any time by giving written notice of his or
her resignation to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary. Any such resignation shall take
effect at the times specified therein, or, if the time when it shall become
effective is not specified therein, it shall take effect immediately upon its
receipt by the Board of Directors, the Chairman of the Board, the President or
the Secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

6.       Vacancies.

         A vacancy in any office due to death, resignation, removal,
disqualification or any other cause may be filled for the unexpired portion of
the term thereof by the Board of Directors.

7.       Chairman of the Board of Directors and President.

         The Chairman of the Board shall be the chief executive officer of the
Corporation. The President shall be the chief operating officer of the
Corporation. Except as otherwise provided for in these Bylaws, the Chairman of
the Board, or in his or her absence, the President, shall preside at all
meetings of the stockholders and directors. Both shall have general and active
management of the business of the Corporation and shall carry into effect all
directions and resolutions of the Board of Directors.

         Each may execute all bonds, notes, debentures, mortgages and other
contracts requiring a seal, under the seal of the Corporation, and may cause the
seal to be affixed thereto, and all other instruments for and in the name of the
Corporation, except that the President shall execute such instruments if, such
instruments are required by law to be executed only by the President.

         Each, when authorized to do so by the Board of Directors, may execute
powers of attorney from, for, and in the name of the Corporation, to such proper
person or persons as he or she may deem fit, in order that the business of the
Corporation may be furthered or action taken as may be deemed by him or her
necessary or advisable in furtherance of the interests of the Corporation.

Each, except as may be otherwise directed by the Board of Directors, shall
attend meetings of stockholders of other corporations to represent this
Corporation thereat and to vote or take action with respect to the shares of any
such corporation owned by this Corporation in such manner as he or she shall
deem to be for the interest of the Corporation or as may be directed by the
Board.

         The Chairman of the Board and, in his or her absence, the President,
shall, unless the Board of Directors otherwise provides, be ex officio a member
of all standing committees. Each of said officers shall have such general
executive powers and duties of supervision and management as are usually vested
in the office of a managing executive of a corporation, provided that the
President shall report to and follow the directives of the Chairman of the
Board.

         Each shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors, and the Board may from time to time


                                       -9-
<PAGE>   10
divide the responsibilities, duties, and authority between them to such extent
as it may deem advisable.

         Notwithstanding anything to the contrary hereinabove stated, the
Chairman of the Board shall not be authorized to do any act required or
permitted by Delaware Law to be done by the President of the Corporation until
his or her designation as chief executive officer has been filed in writing with
the Secretary of State of the State of Delaware and such notice attested to by
the Secretary of the Corporation.

8.       Vice President.

         The Vice President and any additional Vice Presidents shall have such
powers and perform such duties as the Chairman of the Board, the President or
the Board of Directors may from time to time prescribe and shall perform such
other duties as may be prescribed by these Bylaws. At the request of the
President, or in case of his or her absence or inability to act, the Vice
President shall perform the duties of the President and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
President.

9.       Secretary.

         The Secretary shall: (a) record all the proceedings of the meetings of
the stockholders, the Board of Directors and the Executive Committee, if any, in
one or more books kept for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
the custodian of all contracts, deeds, documents, all other indicia of title to
properties owned by the Corporation and of its other corporate records (except
accounting records) and of the corporate seal, if any, and affix such seal to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) sign, with the Chairman of the Board, the President, the
Executive Vice President or a Vice President, certificates for stock of the
Corporation; (e) have charge, directly or through the transfer clerk or transfer
clerks, transfer agent or transfer agents and registrar or registrars appointed
as provided in Section 3 of Article VII of these Bylaws, of the issue, transfer
and registration of certificates for stock of the Corporation and of the records
thereof, such records to be kept in such manner as to show at any time the
amount of the stock of the Corporation issued and outstanding, the manner in
which and the time when such stock was paid for, the names, alphabetically
arranged, and the addresses of the holders of record thereof, the number of
shares held by each, and the time when each became a holder of record; (f) upon
request, exhibit or cause to be exhibited at all reasonable times to any
Director such records of the issue, transfer and registration of the
certificates for stock of the Corporation; (g) see that the books, reports,
statements, certificates and all other documents and records required by law are
properly kept and filed; and (h) see that the duties prescribed by Section 6 of
Article II of these Bylaws are performed. In general, the Secretary shall
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the Chairman of the Board,
the President or the Board of Directors.



                                      -10-
<PAGE>   11

10.      Treasurer.

         If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his or her duties in such sum and with such surety
or sureties as the Board of Directors shall determine. The Treasurer shall: (a)
have charge and custody of, and be responsible for, all funds, securities, notes
and valuable effects of the Corporation; (b) receive and give receipt for moneys
due and payable to the Corporation from any sources whatsoever; (c) deposit all
such moneys to the credit of the Corporation or otherwise as the Board of
Directors, the Chairman of the Board or the President shall direct in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (d) cause such funds to be
disbursed by checks or drafts on the authorized depositories of the Corporation
signed as provided in Article VI of these Bylaws; (e) be responsible for the
accuracy of the amounts of, and cause to be preserved proper vouchers for, all
moneys so disbursed; (f) have the right to require from time to time reports or
statements giving such information as he or she may desire with respect to any
and all financial transactions of the Corporation from the officers or agents
transacting the same; (g) render to the Chairman of the Board, the President or
the Board, whenever they, respectively, shall request him or her so to do, an
account of the financial condition of the Corporation and of all his or her
transactions as Treasurer; and (h) upon request, exhibit or cause to be
exhibited at all reasonable times the cash books and other records to the
Chairman of the Board, the President or any of the Directors of the Corporation.
In general, the Treasurer shall perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him or
her by the Chairman of the Board, the President or the Board of Directors.

11.      Assistant Officers.

         Any persons elected as assistant officers shall assist in the
performance of the duties of the designated office and such other duties as
shall be assigned to them by any Vice President, the Secretary or the Treasurer,
as the case may be, or by the Board of Directors, the Chairman of the Board, or
the President.

                                    ARTICLE V
                                   COMMITTEES

1.       Executive Committee: How Constituted and Powers.

         The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate one or more of the Directors then in
office, who shall include the Chairman of the Board, to constitute an Executive
Committee, which shall have and may exercise between meetings of the Board of
Directors all the delegable powers of the Board of Directors to the extent not
expressly prohibited by the Delaware General Corporation Law or by resolution of
the Board of Directors. The Board may designate one or more Directors as
alternate members of the Committee who may replace any absent or disqualified
member at any meeting of the Committee. Each member of the Executive Committee
shall continue to be a member thereof only during the pleasure of a majority of
the whole Board of Directors.



                                      -11-
<PAGE>   12
2.       Executive Committee; Organization.

         The Chairman of the Board shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Chairman of the Board or the Secretary, the
Committee may appoint a chairman or secretary, as the case may be, of the
meeting.

3.       Executive Committee Meetings.

         Regular meetings of the Executive Committee may be held without notice
on such days and at such places as shall be fixed by resolution adopted by a
majority of the Committee and communicated to all its members. Special meetings
of the Committee shall be held whenever called by the Chairman of the Board or a
majority of the members thereof then in office. Notice of each special meeting
of the Committee shall be given in the manner provided in Section 6 of Article
III of these Bylaws for special meetings of the Board of Directors. Notice of
any such meeting of the Executive Committee, however, need not be given to any
member of the Committee if waived by him or her in writing or by telegraph,
cable, wireless or other form of recorded communication either before or after
the meeting, or if he or she is present at such meetings, except when he or she
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Subject to the
provisions of this Article V, the Committee, by resolution adopted by a majority
of the whole Committee, shall fix its own rules of procedure and it shall keep a
record of its proceedings and report them to the board at the next regular
meeting thereof after such proceedings have been taken. All such proceedings
shall be subject to revision or alteration by the Board of Directors; provided,
however, that third parties shall not be prejudiced by any such revision or
alteration.

4.       Executive-Committee; Quorum and Manner of Acting.

         A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and, except as specified in Section 3 of this Article
V, the act of a majority of those present at a meeting thereof at which a quorum
is present shall be the act of the Committee. The members of the Committee shall
act only as a committee, and the individual members shall have no power as such.

5.       Other Committees.

         The Board of Directors, by resolution adopted by a majority of the
whole Board, may constitute other committees, which shall in each case consist
of one or more of the Directors and, at the discretion of the Board of
Directors, such officers who are not Directors. The Board of Directors may
designate one or more Directors or officers who are not Directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Each such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
respective resolutions appointing them; provided, however, that (a) unless all
of the members of any committee shall be Directors, such committee shall not
have authority to exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and (b) if any
committee shall have the power to determine the amounts of the respective fixed
salaries of the officers of the Corporation or any of


                                      -12-
<PAGE>   13
them, such committee shall consist of not less than three (3) members and none
of its members shall have any vote in the determination of the amount that shall
be paid to him or her as a fixed salary. A majority of all the members of any
such committee may fix its rules of procedure, determine its action and fix the
time and place of its meetings and specify what notice thereof, if any, shall be
given, unless the Board of Directors shall otherwise by resolution provide.

6.       Resignations.

         Any member of the Executive Committee or any other committee may resign
therefrom at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or if the time when it shall
become effective is not specified therein, it shall take effect immediately upon
its receipt by the Chairman of the Board or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

7.       Vacancies.

         Any vacancy in the Executive Committee or any other committee shall be
filled by the vote of a majority of the whole Board of Directors.

8.       Compensation.

         Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no member of the Executive Committee or any other committee shall
receive any compensation for his or her services as a committee member. The
Board of Directors may at any time and from time to time by resolution provide
that committee members shall be paid a fixed sum for attendance at each
committee meeting or a stated salary as a committee member. In addition, the
Board of Directors may at any time and from time to time by resolution provide
that such committee members shall be paid their actual expenses, if any, of
attendance at each committee meeting. Nothing in this section shall be construed
as precluding any committee member from serving the Corporation in any other
capacity and receiving compensation therefor, but the Board of Directors may by
resolution provide that any committee member receiving compensation for his or
her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a committee member.

9.       Dissolution of Committees; Removal of Committee Members.

         The Board of Directors, by resolution adopted by a majority of the
whole Board, may, with or without cause, dissolve the Executive Committee or any
other committee, and, with or without cause, remove any member thereof.



                                      -13-
<PAGE>   14
                                   ARTICLE VI
                                  MISCELLANEOUS

1.       Execution of Contracts.

         Except as otherwise required by law or by these Bylaws, any contract or
other instrument may be executed and delivered in the name of the Corporation
and on its behalf by the Chairman of the Board, the President, or any Vice
President. In addition, the Board of Directors may authorize any other officer
of officers or agent or agents to execute and deliver any contract or other
instrument in the name of the Corporation and on its behalf, and such authority
may be general or confined to specific instances as the Board of Directors may
by resolution determine.

2.       Attestation.

         Any Vice President, the Secretary, or any Assistant Secretary may
attest the execution of any instrument or document by the Chairman of the Board,
the President, or any other duly authorized officer or agent of the Corporation
and may affix the corporate seal, if any, in witness thereof, but neither such
attestation nor the affixing of a corporate seal shall be requisite to the
validity of any such document or instrument.

3.       Loans.

         Unless the Board of Directors shall otherwise determine, the Chairman
of the Board of Directors or the President, acting together with any one of the
following officers, to-wit: any Vice President, the Treasurer or the Secretary,
may effect loans and advances at any time for the Corporation from any bank,
trust company or other institution or from any firm or individual and, for such
loans and advances, may make, execute and deliver promissory notes or other
evidences of indebtedness of the Corporation, but no officer or officers shall
mortgage, pledge, hypothecate or otherwise transfer for security any property
owned or held by the Corporation except when authorized by resolution adopted by
the Board of Directors.

4.       Checks, Drafts.

         All checks, drafts, orders for the payment of money, bills of lading,
warehouse receipts, obligations, bills of exchange and insurance certificates
shall be signed or endorsed (except endorsements for collection for the account
of the Corporation or for deposit to its credit, which shall be governed by the
provisions of Section 5 of this Article VI) by such officer or officers or agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

5.       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 of
Directors, the Chairman of the Board of Directors, or the President shall direct
in general or special accounts at such banks, trust companies, savings and loan
associations, or other depositories as the Board of Directors may select or as
may be selected by any officer or officers or agent or agents of the Corporation
to whom power in that respect has been delegated by the Board of Directors. For
the purpose of deposit and for the purpose of collection for the account of the
Corporation, checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation may be endorsed, assigned and


                                      -14-
<PAGE>   15
delivered by any officer or agent of the Corporation. The Board of Directors may
make such special rules and regulations with respect to such accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

6.       Proxies in Respect of Stock or Other Securities of Other Corporations.

         Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman of the Board of Directors, the President, or any Vice
President may 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, including without limitation the right to
vote or consent with respect to such stock or other securities.

7.       Fiscal Year.
         The fiscal year of the Corporation shall commence on the first day of
August and end on the last day of July.

                                   ARTICLE VII
                                      STOCK

1.       Certificates.

         Every holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board of Directors, the President, or a Vice President and by the Secretary or
an Assistant Secretary. The signatures of such officers upon such certificate
may be facsimiles if the certificate is manually signed by a transfer agent or
registered by a registrar, other than the Corporation itself or one of its
employees. If any officer who has signed or whose facsimile signature has been
placed upon a certificate has ceased for any reason to be such officer prior to
issuance of the certificate, the certificate may be issued with the same effect
as if that person were such officer at the date of issue. All certificates for
stock of the Corporation shall be consecutively numbered, shall state the number
of shares represented thereby and shall otherwise be in such form as shall be
determined by the Board of Directors, subject to such requirements as are
imposed by the Delaware General Corporation Laws. The names and addresses of the
persons to whom the shares represented by certificates are issued shall be
entered on the stock transfer books of the Corporation, together with the number
of shares and the date of issue, and in the case of cancellation, the date of
cancellation. Certificates surrendered to the Corporation for transfer shall be
cancelled, and no new certificate shall be issued in exchange for such shares
until the original certificate has been cancelled; except that in the case of a
lost, destroyed or mutilated certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

2.       Transfer of Stock.

         Transfers of shares of stock of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record thereof or
by his or her legal representative or attorney in fact, who shall furnish proper
evidence of authority to transfer to the Secretary, or a transfer clerk


                                      -15-
<PAGE>   16
or a transfer agent, and upon surrender of the certificate or certificates for
such shares properly endorsed and payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.

3.       Regulations.

         The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for stock of the Corporation. The
Board of Directors may appoint, or authorize any officer or officers or any
committee to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

                                  ARTICLE VIII
                                    DIVIDENDS

         The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided in the Delaware General Corporation
Law.

                                   ARTICLE IX
                                      SEAL

         A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Corporation. Nevertheless, if in any
instance a corporate seal is used, the same shall be in the form of a circle and
shall bear the full name of the Corporation and the year and state of
incorporation, or words and figures of similar import.

                                    ARTICLE X
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.       General.

         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 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 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


                                      -16-
<PAGE>   17
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.

2.       Derivative Actions.

         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, 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 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 and 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.

3.       Indemnification in Certain Cases.

         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 Sections 1 and 2 of this Article X, 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.

4.       Procedure.

         Any indemnification under Sections 1 and 2 of this Article X (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

5.       Advances for-Expenses.

         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 the director, officer, employee or agent to repay such amount


                                      -17-
<PAGE>   18
if it shall be ultimately determined that he is not entitled to be indemnified
by the Corporation as authorized in this Article X.

6.       Rights Not-Exclusive.

         The indemnification and advancement of expenses provided by or granted
pursuant to, the other Sections of this Article X shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any law, 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.

7.       Insurance.

         The Corporation shall have power to 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 this Article X.

8.       Definition of Corporation.

         For the purposes of this Article X, references to "the Corporation"
include all constituent corporations absorbed in consolidation or merger as well
as the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is or
was serving at the request of such constituent 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
X with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.

9.       Other Definitions.

         For purposes of this Article X, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, 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
X.


                                      -18-
<PAGE>   19
10.      Continuation of Rights.

         The indemnification and advancement of expenses provided by, or granted
pursuant to this Article X shall 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 person. No amendment to or repeal of
this Article X shall apply to or have any effect on, the rights of any director,
officer, employee or agent under this Article X which rights come into existence
by virtue of acts or omissions of such director, officer, employee or agent
occurring prior to such amendment or repeal.

                                   ARTICLE XI
                                   AMENDMENTS

         These Bylaws may be repealed, altered or amended by the affirmative
vote of the holders of a majority of the stock issued and outstanding and
entitled to vote at any meeting of Stockholders or by resolution duly adopted by
the affirmative vote of not less than a majority of the Directors in office at
any annual or regular meeting of the Board of Directors or at any special
meeting of the Board of Directors if notice of the proposed repeal, alteration
or amendment be contained in the notice of such special meeting, and new Bylaws
may be adopted, at any time only by the Board of Directors.

         ADOPTED by the Board of Directors of the Corporation at Phoenix,
Arizona, this 10th day of November, 1987.


                                         s/s _________________________________
                                         DR. JAMES E. TINNELL



                                         s/s _________________________________
                                         JOSEPH HINES



                                         s/s _________________________________
                                         CLARENCE J. BAUDHUIN

                                                                      DIRECTORS





                                      -19-