<PAGE>


                                                                   EXHIBIT 3.1

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                 GENESYS TELECOMMUNICATIONS LABORATORIES, INC.

                          ---------------------------
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                  <C>                                                                     <C>
ARTICLE I             OFFICES...............................................................  1
     Section 1.       PRINCIPAL OFFICES.....................................................  1
     Section 2.       OTHER OFFICES.........................................................  1

ARTICLE II            MEETINGS OF SHAREHOLDERS..............................................  1
     Section 1.       PLACE OF MEETINGS.....................................................  1
     Section 2.       ANNUAL MEETING........................................................  1
     Section 3.       SPECIAL MEETING.......................................................  1
     Section 4.       NOTICE OF SHAREHOLDERS' MEETINGS......................................  2
     Section 5.       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..........................  2
     Section 6.       QUORUM................................................................  3
     Section 7.       ADJOURNED MEETING; NOTICE.............................................  3
     Section 8.       VOTING................................................................  3
     Section 9.       WAIVER OF NOTICE OR CONSENT BY ABSENT
                      SHAREHOLDERS..........................................................  4
     Section 10.      SHAREHOLDER ACTION....................................................  4
     Section 11.      RECORD DATE FOR SHAREHOLDER NOTICE, VOTING,
                      AND GIVING CONSENTS...................................................  5
     Section 12.      PROXIES...............................................................  5
     Section 13.      INSPECTORS OF ELECTION................................................  5

ARTICLE III           DIRECTORS.............................................................  6
     Section 1.       POWERS................................................................  6
     Section 2.       NUMBER OF DIRECTORS...................................................  7
     Section 3.       ELECTION AND TERM OF OFFICE OF DIRECTORS..............................  7
     Section 4.       VACANCIES.............................................................  7
     Section 5.       PLACE OF MEETINGS AND MEETINGS BY TELEPHONE...........................  8
     Section 6.       ANNUAL MEETING........................................................  8
     Section 7.       OTHER REGULAR MEETINGS................................................  8
     Section 8.       SPECIAL MEETINGS......................................................  8
     Section 9.       QUORUM................................................................  9
     Section 10.      WAIVER OF NOTICE......................................................  9
     Section 11.      ADJOURNMENT...........................................................  9
     Section 12.      NOTICE OF ADJOURNMENT.................................................  9
     Section 13.      ACTION WITHOUT MEETING................................................  9
     Section 14.      FEES AND COMPENSATION OF DIRECTORS.................................... 10

ARTICLE IV            COMMITTEES............................................................ 10
     Section 1.       COMMITTEES OF DIRECTORS............................................... 10

</TABLE>

                                      i.
<PAGE>
 
<TABLE>
<CAPTION>

<S>                  <C>                                                                    <C>
     Section 2.      MEETINGS AND ACTION OF COMMITTEES.....................................  10

ARTICLE V            OFFICERS..............................................................  11
     Section 1.      OFFICERS..............................................................  11
     Section 2.      ELECTION OF OFFICERS..................................................  11
     Section 3.      SUBORDINATE OFFICERS..................................................  11
     Section 4.      REMOVAL AND RESIGNATION OF OFFICERS...................................  11
     Section 5.      VACANCIES IN OFFICES..................................................  12
     Section 6.      CHAIRMAN OF THE BOARD.................................................  12
     Section 7.      PRESIDENT.............................................................  12
     Section 8.      VICE PRESIDENTS.......................................................  12
     Section 9.      SECRETARY.............................................................  12
     Section 10.     CHIEF FINANCIAL OFFICER...............................................  13
     Section 11.     APPROVAL OF LOANS TO OFFICERS.........................................  13

ARTICLE VI           INDEMNIFICATION OF DIRECTORS, OFFICERS,
                        EMPLOYEES, AND OTHER AGENTS........................................  14
     Section 1.      AGENTS, PROCEEDINGS, AND EXPENSES.....................................  14
     Section 2.      INDEMNIFICATION.......................................................  14
     Section 3.      ADVANCE OF EXPENSES...................................................  14
     Section 4.      OTHER CONTRACTUAL RIGHTS..............................................  14
     Section 5.      INSURANCE.............................................................  14

ARTICLE VII          GENERAL CORPORATE MATTERS.............................................  15
     Section 1.      RECORD DATE FOR PURPOSES OTHER THAN NOTICE
                     AND VOTING............................................................  15
     Section 2.      CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.............................  15
     Section 3.      CORPORATE CONTRACTS AND INSTRUMENTS; HOW
                     EXECUTED..............................................................  15
     Section 4.      CERTIFICATES FOR SHARES...............................................  15
     Section 5.      LOST CERTIFICATES.....................................................  16
     Section 6.      REPRESENTATION OF SHARES OF OTHER
                     CORPORATIONS..........................................................  16
     Section 7.      CONSTRUCTION AND DEFINITIONS..........................................  16

ARTICLE VIII         AMENDMENTS............................................................  16
     Section 1.      AMENDMENT BY SHAREHOLDERS.............................................  16
     Section 2.      AMENDMENT BY DIRECTORS................................................  17
</TABLE>

                                      ii
<PAGE>
 
                         AMENDED AND RESTATED BYLAWS

                                     OF

                 GENESYS TELECOMMUNICATIONS LABORATORIES, INC.


                                   ARTICLE I

                                    OFFICES
                                    -------

          Section 1.  PRINCIPAL OFFICES.  The Board of Directors shall fix the
                      -----------------                                       
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the Board of Directors shall fix and designate a principal
business office in the State of California.

          Section 2.  OTHER OFFICES.  The Board of Directors may at any time
                      -------------                                         
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

          Section 1.  PLACE OF MEETINGS.  Meetings of shareholders shall be held
                      -----------------                                         
at any place within or outside the State of California designated by the Board
of Directors. In the absence of any such designation, shareholders' meetings
shall be held at the principal executive office of the corporation.

          Section 2.  ANNUAL MEETING.  The annual meeting of shareholders shall
                      --------------                                           
be held each year on such date and at a time designated by the Board of
Directors. At each annual meeting Directors shall be elected, and any other
proper business may be transacted.

          Section 3.  SPECIAL MEETING.  A special meeting of the shareholders
                      ---------------                                        
may be called at any time by the Board of Directors, or by the chairman of the
Board, or by the president, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than fifty percent (50%) of the votes at
that meeting.

          If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the Board, the president, any
vice president, or the secretary of the corporation. The officer receiving the
<PAGE>
 
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

          Section 4.  NOTICE OF SHAREHOLDERS' MEETINGS.  All notices of meetings
                      --------------------------------                          
of shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) (or, if sent by third-class mail, thirty
(30) days) nor more than sixty (60) days before the date of the meeting. The
notice shall specify the place, date and hour of the meeting and (i) in the case
of a special meeting, the general nature of the business to be transacted, or
(ii) in the case of the annual meeting, those matters which the Board of
Directors, at the time of giving the notice, intends to present for action by
the shareholders. The notice of any meeting at which Directors are to be elected
shall include the name of any nominee or nominees whom, at the time of notice,
management intends to present for election.

          If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the Articles of Incorporation, pursuant to Section 902 of that
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Code, the notice shall also state the general nature of that proposal.

          Section 5.  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Notice of
                      --------------------------------------------            
any meeting of shareholders shall be given either personally or by first-class
mail (unless the corporation has 500 or more shareholders determined as provided
by the California Corporations Code on the record date for the meeting, in which
case notice may be sent by third-class mail) or telegraph or other written
communication, charges prepaid, addressed to the shareholder at the address of
that shareholder appearing on the books of the corporation or given by the
shareholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail or telegraphic or
other written communication to the corporation's principal executive office, or
if published at least once in a newspaper of general circulation in the county
where that office is located. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telegram or
other means of written communication.

                                       2
<PAGE>
 
          If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.

          Any affidavit of the mailing or other means of giving any notice of
any shareholders' meeting shall be executed by the secretary, assistant
secretary, or any transfer agent of the corporation giving the notice, and shall
be filed and maintained in the minute book of the corporation.

          Section 6.  QUORUM.  The presence in person or by proxy of the holders
                      ------                                                    
of a majority of the shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

          Section 7.  ADJOURNED MEETING; NOTICE.  Any shareholders' meeting,
                      -------------------------                             
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at that
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at that meeting, except as provided in Section 6 of
this Article II.

          When any meeting of shareholders, either annual or special, is
adjourned to another time or place; notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting shall be given to
each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

          Section 8.  VOTING.  The shareholders entitled to vote at any meeting
                      ------                                                   
of shareholders shall be determined in accordance with the provisions of Section
11 of this Article II, subject to the provisions of Sections 702 to 704,
inclusive, of the Corporations Code of California (relating to voting shares
held by a fiduciary, in the name of a corporation, or in joint ownership).

                                       3
<PAGE>
 
          The voting at all meetings of shareholders need not be by ballot, but
any qualified shareholder before the voting begins may demand a stock vote
whereupon such stock vote shall be taken by ballot, each of which shall state
the name of the shareholder voting and the number of shares voted by such
shareholder, and if such ballot be cast by a proxy, it shall also state the name
of such proxy.

          At any meeting of the shareholders, every shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed in a writing
subscribed by such shareholder and bearing a date not more than eleven (11)
months prior to said meeting, unless the writing states that it is irrevocable
and is held by a person specified in Section 705(e) of the California
Corporations Code, in which event it is irrevocable for the period specified in
said writing.

          Except as otherwise provided in the Articles of Incorporation, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote of shareholders.  No shareholder shall be entitled to
cumulate such shareholder's votes for any Director.  The preceding sentence of
this provision shall become effective only when the Corporation becomes a listed
corporation within the meaning of Section 301.5 of the California Corporations
Code.

          Section 9.  WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The
                      --------------------------------------------------      
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though a meeting had
been duly held after regular call and notice, if a quorum be present either in
person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

          Section 10.  SHAREHOLDER ACTION.  Any action required or permitted to
                       ------------------                                      
be taken by the holders of the Common Stock or Preferred Stock of the
Corporation must

                                       4
<PAGE>
 
be effected at a duly called annual or special meeting of such holders and may
not be effected by any consent in writing.

          Section 11.  RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
                       ------------------------------------------------------
CONSENTS.  For purposes of determining the shareholders entitled to give consent
--------                                                                        
to corporate action without a meeting, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days before the date of any such meeting, and in this event only
shareholders of record on the date so fixed are entitled to notice and to vote
or to give consents, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date, except as
otherwise provided in California General Corporations Law.

          If the Board of Directors does not so fix a record date:

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

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

          Section 12.  PROXIES.  Every person entitled to vote for Directors or
                       -------                                                 
on any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of eleven (11) months from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Sections 705(e) and 705(f) of the Corporations Code of California.

          Section 13.  INSPECTORS OF ELECTION.  Before any meeting of
                       ----------------------                        
shareholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so appointed, the chairman of the meeting may,
and on the request of any shareholder or a

                                       5
<PAGE>
 
shareholder's proxy shall appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

          These inspectors shall:

          (a) Determine the number of shares outstanding and the voting power of
each, the shares' represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

          (b) Receive votes, ballots, or consents;

          (c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;

          (d) Count and tabulate all votes or consents;

          (e) Determine when the polls shall close;

          (f)  Determine the result; and

          (g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

          Section 1.  POWERS.  Subject to the provisions of the California
                      ------                                              
General Corporation Law and any limitation in the Articles of Incorporation and
these Bylaws relating to action required to be approved by the shareholders or
by the outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
the Board of Directors.

          Without prejudice to these general powers, and subject to the same
limitations, the Directors shall have the power to:

          (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the

                                       6
<PAGE>
 
Articles of Incorporation, and with these Bylaws; fix their compensation; and
require from them security for faithful service.

          (b) Change the principal executive office or the principal business
office in the State of California from one location to another; cause the
corporation to be qualified to do business in any other state, territory,
dependency, or country an conduct business within or without the State of
California; and designate any place within or without the State of California
for the holding of any shareholders' meeting, or meetings, including annual
meetings.

          (c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.

          (d) Authorize the issuance of shares of stock of the corporation on
any lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.

          (e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation' s purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

          Section 2.  NUMBER OF DIRECTORS.  The number of Directors of the
                      -------------------                                 
corporation shall be no less than four (4) nor more than seven (7), the exact
number of Directors to be fixed from time to time within such limit by a duly
adopted resolution of the Board of Directors or shareholders.  The exact number
of Directors presently authorized shall be five (5) until changed within the
limits specified above by a duly adopted resolution of the Board of Directors or
shareholders.

          Section 3.  ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall
                      ----------------------------------------                  
be elected at each annual meeting of the shareholders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been qualified and elected.

          Section 4.  VACANCIES.  Vacancies in the Board of Directors may be
                      ---------                                             
filled by a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director, except that a vacancy created by the removal of a
Director by the vote of the shareholders or by court order may be filled only by
the vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present.  Each Director so elected shall hold
office until the next annual meeting of the shareholders and until a successor
has been elected or qualified.

                                       7
<PAGE>
 
          A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of death or resignation or removal of any Director, of if the
Board of Directors by resolution declares vacant the office of a Director who
has been declared of unsound mind, by an order of Court or convicted of a
felony, or if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any Director or
Directors are elected, to elect the number of Directors to be voted for at that
meeting.

          Any Director may resign effective on giving written notice to the
chairman of the board, the president, the secretary, or the Board of Directors,
unless the notice specifies a later time for the resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.

          No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of office expires.

          Section 5.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.  Regular
                      -------------------------------------------          
meetings of the Board of Directors may be held at any place within or outside
the State of California that has been designated from time to time by resolution
of the Board. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the corporation. Special meetings of
the Board shall be held at any place within or outside the State of California
that has been designated in the notice of the meeting or, if not stated in the
notice or there is no notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all Directors
participating in the meeting can hear one another, and all such Directors shall
be deemed to be present in person at the meeting.

          Section 6.  ANNUAL MEETING.  Immediately following each annual meeting
                      --------------                                            
of shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required.

          Section 7.  OTHER REGULAR MEETINGS.  Other regular meetings of the
                      ----------------------                                
Board of Directors shall be held without call at such time as shall from time to
time be fixed by the Board of Directors. Such regular meetings may be held
without notice.

          Section 8.  SPECIAL MEETINGS.  Special meetings of the Board of
                      ----------------                                   
Directors for any purpose or purposes may be called at any time by the chairman
of the Board or the president or any two Directors.  The secretary may call such
meeting at the request of any of the foregoing authorized persons.

          Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Director or sent by first class mail or
telegram, charges prepaid, addressed to each Director at that Director's address
as it is shown on the records of the

                                       8
<PAGE>
 
corporation. In case the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting. In case the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting. In case the notice is delivered personally, or by telephone or
telegram, it shall be delivered personally or by telephone or to the telegraph
company at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the Director or to a person at the office of the Director who the
person giving the notice has reason to believe will promptly communicate it to
the Director. The notice need not specify the purpose of the meeting nor the
place if the meeting is to be held at the principal executive office of the
corporation.

          Section 9.  QUORUM.  A majority of the authorized number of Directors
                      ------                                                   
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, subject to
the provisions of Section 310 of the Corporations Code of California (as to
approval of contracts or transactions in which a Director has direct or indirect
material financial interest), Section 311 of that Code (as to appointment of
committee), and Section 317(e) of that Code (as to indemnification of
Directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

          Section 10.  WAIVER OF NOTICE.  The transactions of any meeting of the
                       ----------------                                         
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify the purpose of the meeting. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any Director who
attends the meeting without protesting before or at its commencement, the lack
of notice to that Director.

          Section 11.  ADJOURNMENT.  A majority of the Directors present,
                       -----------                                       
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

          Section 12.  NOTICE OF ADJOURNMENT.  Notice of the time and place of
                       ---------------------                                  
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four hours, in which case notice of the adjourned meeting,
in the manner specified in Section 8 of this Article II, to the Directors who
were not present at the time of the adjournment.

          Section 13.  ACTION WITHOUT MEETING.  Any action required or permitted
                       ----------------------                                   
to be taken by the Board of Directors may be taken without a meeting, if all

                                       9
<PAGE>
 
members of the board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. Such written consents shall be
filed with the minutes of the proceedings of the Board.

          Section 14.  FEES AND COMPENSATION OF DIRECTORS.  Directors and
                       ----------------------------------                
members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution
of the Board of Directors. This Section 14 shall not be construed to preclude
any Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES
                                   ----------

          Section 1.  COMMITTEES OF DIRECTORS.  The Board of Directors may, by
                      -----------------------                                 
resolution adopted by a majority of the authorized number of Directors,
designate one or more committees, each consisting of two or more Directors, to
serve at the pleasure of the Board. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided in
the resolution of the Board, shall have all the authority of the Board, except
with respect to:

          (a) the approval of any action which, under the General Corporation
Law of California, also requires shareholders' approval or approval of the
outstanding shares;

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

          (c) the fixing of compensation of the Directors for sewing on the
Board or any committee;

          (d) the amendment or repeal of Bylaws or the adoption of new Bylaws;

          (e) the amendment or repeal of Bylaws or the adoption of new Bylaws;

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

          (g) the appointment of any other committees of the Board of Directors
or the members of these committees.

          Section 2.  MEETINGS AND ACTION OF COMMITTEES.  Meetings and action of
                      ---------------------------------                         
committees shall be governed by, and held and taken in accordance with, the

                                       10
<PAGE>
 
provisions of Article III of these Bylaws, Sections 5 (place of meetings, 7
(regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver of
notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of those Bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee; special meetings of committees may also be called by resolution
of the Board of Directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

                                   ARTICLE V

                                    OFFICERS
                                    --------

          Section 1.  OFFICERS.  The officers of the corporation shall be a
                      --------                                             
president, a secretary, and a chief financial officer. The corporation may also
have, at the discretion of the Board of Directors, a chairman of the Board, one
or more vice presidents, one or more assistant secretaries, one or more chief
financial officers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article V. Any number of offices may be
held by the same person.

          Section 2.  ELECTION OF OFFICERS.  Except such officers as may be
                      --------------------                                 
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article V, the officers of the corporation shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.

          Section 3.  SUBORDINATE OFFICERS.  The Board of Directors or the
                      --------------------                                
President may appoint such other officers as the business of the corporation may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the Board of Directors
or President may from time to time determine.

          Section 4.  REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the
                      -----------------------------------                 
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Directors or the
President, except in case of the President and any other officer whose removal
the Board of Directors specifically reserves to the Board, whose removal shall
require the approval of the Board of Directors.

          Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the

                                       11
<PAGE>
 
resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.

          Section 5.  VACANCIES IN OFFICES.  A vacancy in any office because of
                      --------------------                                     
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.

          Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the Board, if such
                      ---------------------                                     
an officer is elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws. If there is no president, the chairman of the Board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

          Section 7.  PRESIDENT.  Subject to such supervisory powers, if any, as
                      ---------                                                 
may be given by the Board of Directors to the chairman of the board, if there be
such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and the officers of
the corporation. he shall preside at all meetings of the shareholders and, in
the absence of the chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the Bylaws.

          Section 8.  VICE PRESIDENTS.  In the absence or disability of the
                      ---------------                                      
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a vice president designated by the Board
of Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws, and the president, or the chairman of the
Board.

          Section 9.  SECRETARY.  The secretary shall keep or cause to be kept,
                      ---------                                                
at the principal executive office or such other place as the Board of Directors
may direct, a book of minutes of all meetings and actions of Directors,
committees or Directors, and shareholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice given,
the names of those present at the Directors' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings.

          The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number

                                       12
<PAGE>
 
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by the Bylaws or
Bylaw to be given, and he shall keep the seal of the corporation if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the
Bylaws.

          Section 10.  CHIEF FINANCIAL OFFICER.  The chief financial officer
                       -----------------------                              
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business transaction
of the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any Director.

          The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the president and Directors, whenever they request it, an account of
all of his transactions as chief financial officer and of the financial
condition of the corporation, and shall have other power and perform such other
duties as may be prescribed by the Board of Directors of the Bylaws.

          Section 11.  APPROVAL OF LOANS TO OFFICERS. /*/ The Corporation may,
                       -----------------------------                          
upon the approval of the Board of Directors alone, make loans of money or
property to, or guarantee the obligations of, any officer of the Corporation or
its parent or subsidiary, whether or not a director, or adopt an employee
benefit plan or plans authorizing such loans or guaranties provided that (i) the
Board of Directors determines that such a loan or guaranty or plan may
reasonably be expected to benefit the Corporation, (ii) the Corporation has
outstanding shares held of record by 100 or more persons (determined as provided
in Section 605 of the California Corporations Code) on the date of approval by
the Board of Directors, and (iii) the approval of the Board of Directors is by a
vote sufficient without counting the vote of any interested director or
directors.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS, OFFICERS,
                    ---------------------------------------

-------------------
/*/  This section is effective only if it has been approved by the shareholders
in accordance with Sections 315(b) and 152 of the California Corporations Code.

                                       13
<PAGE>
 
                                 EMPLOYEES, AND OTHER AGENTS
                                 ---------------------------

          Section 1.  AGENTS, PROCEEDINGS, AND EXPENSES.  For the purposes of
                      ---------------------------------                      
this Article, "agent" means any person who is or was a Director, officer,
employee, or other agent of this corporation, or is or was serving at the
request of this corporation as a Director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a Director, officer, employee, or agent of a foreign or
domestic corporation which was a predecessor corporation of this corporation or
of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under subdivision (d) or paragraph (4) of subdivision
(e) of Section 317 of the California Corporations Code.

          Section 2.  INDEMNIFICATION.  The corporation is authorized to
                      ---------------                                   
indemnify each of its agents (and shall indemnify each agent who is a Director
of the corporation) against expenses, judgments, fines, settlements and other
amounts, actually and reasonably incurred by such person by reason of such
person's having been made or having threatened to be made a party to any
proceeding in excess of the indemnification otherwise permitted by the
provisions of Section 317 of the California General Corporation Law and to the
fullest extent permissible under the laws of the Sate of California, as those
laws may be amended and supplemented from time to time.

          Section 3.  ADVANCE OF EXPENSES.  Expenses incurred in defending any
                      -------------------                                     
proceeding may be advanced by this corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance unless it shall be determined ultimately that
the agent is entitled to be indemnified as authorized in this Article.

          Section 4.  OTHER CONTRACTUAL RIGHTS.  The indemnification provided by
                      ------------------------                                  
this Article shall not be deemed exclusive of any rights to which those seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested Directors or otherwise, both as to action in another capacity
while holding such office, to the extent such additional rights to
indemnification are authorized in the articles of the corporation.  The rights
to indemnity hereunder shall continue as to a person who has ceased to be an
agent and shall inure to the benefit of the heirs, executors, and administrators
of the person.

          Section 5.  INSURANCE.  Upon and in the event of a determination by
                      ---------                                              
the Board of Directors of this corporation to purchase such insurance, this
corporation shall purchase and maintain insurance on behalf of any agent of the
corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent's status as such whether or not this
corporation would have the power to indemnify the agent against that liability
under the provisions of this section.

                                       14
<PAGE>
 
                                  ARTICLE VII

                           GENERAL CORPORATE MATTERS
                           -------------------------

          Section 1.  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.
                      -----------------------------------------------------  
For purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividends, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.

          If the Board of Directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the Board adopts the applicable resolutions or the
sixtieth (60th) day before the date of that action, whichever is later.

          Section 2.  CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.  All checks,
                      -----------------------------------------              
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

          Section 3.  CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.  The
                      -------------------------------------------------      
Board of Directors, except as otherwise provided in the Bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and this
authority may be general or confined to specific instances; and unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
tender it liable for any purpose or for any amount.

          Section 4.  CERTIFICATES FOR SHARES.  A certificate or certificates
                      -----------------------                                
for shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the Board of Directors
may authorize the issuance of certificates or shares as partly paid provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the chairman of the Board or vice chairman of the Board or
the president or vice president and by the chief financial officer or an
assistant treasurer or the secretary of any assistant secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be

                                       15
<PAGE>
 
facsimile. In case any officer, transfer agent, or registrar who has signed or
show facsimile signature has been placed on a certificate shall have ceased to
be that officer, transfer agent, or registrar before that certificate is issued,
it may be issued by the corporation with the same effect as if that person were
an officer, transfer agent, or registrar at the date of issuance.

          Section 5.  LOST CERTIFICATES.  Except as provided in this Section 5,
                      -----------------                                        
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the same
time. The Board of Directors may, in case any share certificate or certificate
for any other security is lost, stolen, or destroyed, authorize the issuance of
a replacement certificate on such terms and conditions as the Board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.

          Section 6.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
                      ----------------------------------------------      
chairman of the Board, the president, or any vice president, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority granted to these officers
to vote or represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any of
these officers in person or by any person authorized to do so by a proxy duly
executed by these officers.

          Section 7.  CONSTRUCTION AND DEFINITIONS.  Unless the context requires
                      ----------------------------                              
otherwise, the general' provisions, rules of construction, and definitions in
the California General Corporations Law shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                  ARTICLE VIII

                                   AMENDMENTS
                                   ----------

          Section 1.  AMENDMENT BY SHAREHOLDERS.  New Bylaws may be adopted or
                      -------------------------                               
these Bylaws may be amended or repealed by the vote of holders of a majority of
the outstanding shares entitled to vote; provided, however, that if the Articles
of Incorporation of the corporation set forth the number of authorized Directors
of the corporation, the authorized number of Directors may be changed only by an
amendment of the Articles of Incorporation.

                                       16
<PAGE>
 
          Section 2.  AMENDMENT BY DIRECTORS.  Subject to the rights of the
                      ----------------------                               
shareholders as provided in Section 1 of this Article X, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of Directors,
may be adopted, amended, or repealed by the Board of Directors.

                                       17