<PAGE>   1
                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF

                     LOON MOUNTAIN RECREATION CORPORATION

                         A NEW HAMPSHIRE CORPORATION

                               (the "Corporation")

                                    ARTICLE I

                                     Offices

     Section 1.1 Registered Office. The registered office of the Corporation in
the State of New Hampshire shall be located at 9 Capitol Street, Concord, New
Hampshire, County of Merrimack. The name of the Corporation's registered agent
at such address shall be CT Corporation System.

     Section 1.2 Other Offices. The Corporation may also have offices at such
other places both within and without the State of New Hampshire as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  Shareholders

     Section 2.1 Annual Meetings. An annual meeting of shareholders shall be
held each year for the election of directors at such date, time and place either
within or without the State of New Hampshire as shall be designated by the Board
of Directors. Any other proper business may be transacted at the annual meeting
of shareholders.

     Section 2.2 Special Meetings. Special meetings of shareholders may be
called at any time by the Board of Directors, the Chairman (as hereinafter
defined), if any, the Vice Chairman, if any, or the President. Each special
meeting shall be held at such date, time and place either within or without the
State of New Hampshire as shall be designated by the person or persons calling
such meeting at least ten days prior to such meeting.

     Section 2.3 Notice of Meeting. Unless otherwise provided by law, whenever
shareholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the date, time
and place of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.


<PAGE>   2




     Section 2.4 Adjournments. Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 2.5 Quorum. Unless otherwise provided by law or the articles of
incorporation, at each meeting of shareholders, the presence in person or by
proxy of the holders of a majority in voting power of the outstanding shares of
stock entitled to vote at the meeting shall be necessary and sufficient to
constitute a quorum. For purposes of the foregoing, two or more classes or
series of capital stock shall be considered a single class if the holders
thereof are entitled to vote together as a single class at the meeting. In the
absence of a quorum, the shareholders so present and represented may, by vote of
the holders of a majority of the shares of capital stock of the Corporation so
present and represented, adjourn the meeting from time to time until a quorum
shall attend, and the provisions of Section 2.4 of these By-laws shall apply to
each such adjournment. Shares of its own capital stock belonging on the record
date for the meeting 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 be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

     Section 2.6 Organization. Meetings of shareholders shall be presided over
by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in
his absence by the President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

     Section 2.7 Voting; Proxies. Unless otherwise provided by the articles of
incorporation, each stockholder entitled to vote at any meeting of shareholders
shall be entitled to one vote for each share of capital stock held by him which
has voting power on the subject matter submitted to a vote at the meeting. Each
stockholder entitled to vote at a meeting of shareholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such proxy shall be
voted or acted upon after eleven months from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary before the proxy is
voted. Unless otherwise required by law, voting of shareholders for the election
of directors need not be by written ballot. Voting of shareholders for all other
matters need not be by written ballot

                                       -2-


<PAGE>   3




unless so determined at a shareholders meeting by the vote of the holders of a
majority of the outstanding shares of each class of capital sock present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter submitted to a vote at the meeting. Unless otherwise provided by
law or the articles of incorporation, the vote of the holders of a majority of
the shares of capital stock of the Corporation present in person or represented
by proxy at a meeting at which a quorum is present and entitled to vote on the
subject matter submitted to a vote at the meeting shall be the act of the
shareholders.

     Section 2.8 Fixing Date for Determination of Shareholders of Record. In
order that the Corporation may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, more than ten days after
the date upon which the resolution fixing the record date with respect to the
taking of corporate action by written consent without a meeting is adopted by
the Board of Directors, nor more than sixty days prior to any other action. If
no record date is fixed: (a) the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held; (b) the record date for determining shareholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by law, shall be the
first date on which the first shareholder signs the written consent setting
forth the action taken or proposed to be taken and (c) 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. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 2.9 List of Shareholders Entitled to Vote. The Secretary shall
make, at least ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present.

     Section 2.10 Consent of Shareholders in Lieu of Meeting. Unless otherwise
provided by law or by the articles of incorporation, any action required by law
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual

                                       -3-


<PAGE>   4

or special meeting of such shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by all of the holders of outstanding stock of
the Corporation.

                                   ARTICLE III

                               Board of Directors

     Section 3.1 Powers; Number; Qualifications. Unless otherwise provided by
law or the articles of incorporation, the business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. Unless otherwise provided by the articles of incorporation, the Board
of Directors shall initially consist of one (1) director and thereafter shall
consist of such number of directors as the Board of Directors shall from time to
time designate. Unless otherwise provided by the articles of incorporation,
directors need not be shareholders.

     Section 3.2 Election; Term of Office; Resignation; Removal; Vacancies.
Each director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal. Any director may resign at any time
upon written notice to the Corporation directed to the Board of Directors or the
Secretary. Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective. Any director or the entire Board of Directors
may be removed, with or without cause, by the vote of the holders of a majority
of shares of capital stock then entitled to vote at an election of directors.
Whenever the holders of shares of any class or series of capital stock are
entitled to elect one or more directors by the provisions of the articles of
incorporation, the provisions of the preceding sentence shall apply, in respect
to the removal without cause of a director or directors so elected, to the vote
of the holders of the outstanding shares of that class or series of capital
stock and not to the vote of the holders of the outstanding shares of capital
stock as a whole. Unless otherwise provided by the articles of incorporation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the shareholders having a right
to vote as a single class may be filled by the vote of a majority of the
directors then in office, although less than a quorum, or by the vote of the
sole remaining director. Whenever the holders of shares of any class or classes
of capital stock or series thereof are entitled to elect one or more directors
by the provisions of the articles of incorporation, vacancies and newly created
directorships of such class or classes or series thereof may be filled by the
vote of a majority of the directors elected by such class or classes or series
thereof then in office, or by the vote of the sole remaining director so
elected.

     Section 3.3 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such dates, times and places either within or without the State
of New Hampshire as the Board of Directors shall from time to time determine.

     Section 3.4 Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman, the President or by any member of the
Board of Directors. Each special meeting shall be held at such date, time and
place either within or without the State of New

                                       -4-


<PAGE>   5

Hampshire as shall be fixed by the person or persons calling the meeting.

     Section 3.5 Notice of Meetings.  Written notice of each meeting of the 
Board of Directors shall be given which shall state the date, time and place of
the meeting. The written notice of any special meeting shall be given at least
two days in advance of the meeting to each director. Notice may be given by
letter, telegram, telex or facsimile and shall be deemed to have been given
when deposited in the United States mail, delivered to the telegraph company or
transmitted by telex or facsimile, as the case may be.
        
     Section 3.6 Telephonic Meetings Permitted. Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or of such committee by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and participation in
the meeting pursuant to this by-law shall constitute presence in person at such
meeting.

     Section 3.7 Quorum; Vote Required for Action. Unless otherwise required by
law, at each meeting of the Board of Directors, the presence of a majority of
the total number of directors shall constitute a quorum for the transaction of
business. The vote of a majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors, unless the vote
of a greater number is required by law or the articles of incorporation. In case
at any meeting of the Board of Directors a quorum shall not be present, the
members of the Board of Directors present may by majority vote to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall attend.

     Section 3.8 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman, or in his absence by the President, or in their
absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

     Section 3.9 Action by Directors Without a Meeting. Unless otherwise
provided by the articles of incorporation, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee designated by
the Board of Directors may be taken without a meeting if all members of the
Board of Directors or of such committee consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or such committee.

     Section 3.10 Compensation of Directors. Unless otherwise provided by the
articles of incorporation, the Board of Directors shall have the authority to
fix the compensation of directors, which compensation may include the
reimbursement of expenses incurred in connection with meetings of the Board of
Directors or a committee thereof.

                                   ARTICLE IV

                                       -5-


<PAGE>   6




                                   Committees

     Section 4.1 Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of two or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member of such
committee at any meeting thereof.

     Section 4.2 Power of Committees. Any committee designated by the Board of
Directors, to the extent provided in a resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall: authorize distributions; approve or
propose to shareholders any action that is required to be approved by
shareholders; fill vacancies on the Board of Directors or on any of its
committees; amend articles of incorporation pursuant to RSA 293-A:10:02 of the
New Hampshire Business Corporation Act; adopt, amend or repeal by-laws; approve
a plan of merger not requiring shareholder approval; authorize or approve
reacquisition of shares, except according to a formula or method prescribed by
the Board of Directors; or authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee, or a senior executive officer of
the Corporation, to do so within limits specifically prescribed by the Board of
Directors.

     Section 4.3 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business. In the absence of a resolution
by the Board of Directors or a provision in the rules of such committee to the
contrary, the presence of a majority of the total number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee.

                                    ARTICLE V

                                    Officers

     Section 5.1 Officers; Elections. As soon as practicable after the annual
meeting of shareholders in each year, the Board of Directors shall elect from
its membership or outside thereof a President and a Secretary. The Board of
Directors may also elect from its membership a Chairman and a Vice Chairman, and
from its membership or outside thereof one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and
one or more Assistant Treasurers and such other officers or agents as it may
determine. Unless otherwise provided by the articles of incorporation, any
number of offices may be held by the same person.

     Section 5.2 Term of Office; Resignation; Removal; Vacancies. Except as
otherwise

                                       -6-


<PAGE>   7




provided by the Board of Directors when electing any officer, each officer shall
hold office until the first meeting of the Board of Directors after the annual
meeting of shareholders next succeeding his election, or until his successor is
elected and qualified or until his earlier resignation or removal. Any officer
may resign at any time upon written notice to the Corporation directed to the
Board of Directors and the Secretary. Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein no acceptance of
such resignation shall be necessary to make it effective. The Board of Directors
may remove any officer or agent with or without cause at any time. Any such
removal shall be without prejudice to the contractual rights of such officer or
agent, if any, with the Corporation, but the election of an officer or agent
shall not of itself create any contractual rights. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board of Directors.

     Section 5.3 Powers and Duties. The officers of the Corporation shall have
such powers and duties in the management of the Corporation as shall be stated
in these By-laws or in a resolution of the Board of Directors which is not
inconsistent with these By-laws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of the Board of
Directors.

     Section 5.4 Chairman of the Board and Chief Executive Officer. The Chairman
of the Board and Chief Executive Officer (the "Chairman") shall be the chief
executive officer of the Corporation and shall have the powers and perform the
duties incident to that position. Subject to the powers of the Board of
Directors, he or she shall be in the general and active charge of the entire
business and affairs of the Corporation and shall be its chief policy making
officer. He or she shall preside at all meetings of the Board of Directors and
shareholders and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or provided in these By-laws.
Whenever the President is unable to serve, by reason of sickness, absence or
otherwise, the Chairman shall perform all the duties and responsibilities and
exercise all the powers of the President.

     Section 5.5 The President. The President, subject to the powers of the
Board of Directors and the Chairman, shall have general charge of the business,
affairs and property of the Corporation and control over its officers, agents
and employees; and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, if any,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors to some other officer or agent of the Corporation. The
President shall have such other powers and perform such other duties as may be
prescribed by the Chairman or the Board of Directors or as may be provided in
these By-laws.

     Section 5.6 Executive Vice-President. The Executive Vice-President in the
absence or disability of the President, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                                       -7-


<PAGE>   8

     SECTION 5.7 The Secretary and the Assistant Secretaries. The Secretary
shall attend all meetings of the Board of Directors, all meetings of the
committees thereof and all meetings of the shareholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose.
Under the President's supervision, the Secretary shall give, or cause to be
given, all notices required to be given by these By-laws or by law; shall have
such powers and perform such duties as the Board of Directors, the Chairman, the
President or these By-laws may, from time to time, prescribe; and shall have
custody of the corporate seal, if any, of the Corporation. The Secretary, or an
Assistant Secretary, shall have authority to affix the corporate seal, if any,
to any instrument requiring it and when so affixed, it may be attested by his or
her signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the corporate
seal, if any, and to attest the affixing by his or her signature. The Assistant
Secretary shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors, the Chairman, the
President or Secretary may, from time to time, prescribe.

     Section 5.8 The Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such disbursements
and shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all the
treasurers transactions as treasurer and of the financial condition of the
corporation. If required by the Board of Directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the Treasurers office and for the restoration to the corporations in
case of the Treasurers death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in the
Treasurer's possession or under the Treasurer's control belonging to the
corporation.

     Section 5.9 Other Officers; Security. The other officers, if any, of the
Corporation shall have such duties and powers as generally pertain to their
respective offices and such other duties and powers as the Board of Directors
shall from time to time delegate to each such officer. The Board of Directors
may require any officer, agent or employee to give security, by bond or
otherwise, for the faithful performance of his duties.

     Section 5.10 Compensation of Officers. The compensation of each officer
shall be fixed by the Board of Directors and no officer shall be prevented from
receiving such compensation by virtue of his also being a director.

                                       -8-


<PAGE>   9




                                  ARTICLE VI

                                    Stock

     Section 6.1 Certificates. Every holder of one or more shares of capital
stock of the Corporation shall be entitled to have a certificate signed by or in
the name of the Corporation by the Chairman or Vice Chairman, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
if any, or the Secretary or an Assistant Secretary, certifying the number of
shares owned by him in the Corporation. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

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

                                   ARTICLE VII

                                 Indemnification

     Section 7.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he is or was a director or officer of the Corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the New Hampshire Business Corporation Act, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all reasonable
expense, liability and loss (including, without limitation, reasonable
attorneys' fees, judgments, fines and amounts paid in settlement) incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 7.2 below with respect to proceedings to enforce rights to
indemnification, the

                                       -9-


<PAGE>   10




Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this ARTICLE VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the New Hampshire
Business Corporation Act requires, an advancement of expenses incurred by an
indemnitee in his capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee) shall be made
only upon delivery to the corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this ARTICLE VII or otherwise.

     Section 7.2 Right of Indemnitee to Bring Suit. If a claim under Section
7.1 above is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be thirty days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (a) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that the
indemnitee has not met the applicable standard of conduct set forth in the New
Hampshire Business Corporation Act and (b) in any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that the indemnitee has not met the applicable standard of conduct set forth in
the New Hampshire Business Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the New Hampshire Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent counsel or its
shareholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
ARTICLE VII or otherwise shall be on the Corporation.

     Section 7.3 Insurance. The Corporation may purchase and maintain insurance
on its own behalf or 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

                                      -10-


<PAGE>   11




or agent of another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss asserted against him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the New Hampshire Business Corporation Act.

         Section 7.4 Nonexclusivity of Rights. The rights conferred on any
person by this Article VII shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
articles of incorporation, these By-laws, agreement, vote of shareholders or
disinterested directors or otherwise.

     Section 7.5 Other Indemnification. The Corporation's obligation, if any, to
indemnify or to advance expenses to any person who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such person may collect as indemnification or advancement
of expenses from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit enterprise.

     Section 7.6 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VII shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

                                  ARTICLE VIII

                                  Miscellaneous

     Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 8.2 Seal. The Corporation may have a corporate seal which shall
have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors.

     Section 8.3 Waiver of Notice of Meetings of Shareholders, Directors and
Committees. Whenever notice is required to be given by law, the articles of
incorporation or these By-laws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Unless otherwise provided by the articles of incorporation, neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the shareholders, directors or members of a committee of directors
need be specified in any written waiver of notice.

     Section 8.4 Interested Directors, Officers, Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors


                                      -11-

<PAGE>   12
or officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (a) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a quorum
so long as the number of disinterested directors so voting is greater than one;
or (b) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof or the shareholders.
For purposes of this section, if a majority of the directors or members of a
committee entitled to vote authorize, approve or ratify the transaction, then
there shall be considered to be the presence of a quorum at a meeting of the
Board of Directors or such committee. A majority of the shares, whether or not
present, that are entitled to be counted in a vote on the transaction under this
section constitutes a quorum for the purpose of taking action by the
shareholders under this section.

     Section 8.5 Books and Records. The books and records of the Corporation may
be kept within or without the State of New Hampshire at such place or places as
may be designated from time to time by the Board of Directors. Any records
maintained by the Corporation in the regular course of its business, including
its stock ledger, books of account and minute books, may be kept on, or be in
the form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device provided that the records so kept can be
converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.

     Section 8.6 Amendment of By-laws. The Board of Directors may amend or
repeal these By-laws unless (i) the articles of incorporation or the New
Hampshire Business Corporation Act reserve such power exclusively to the
shareholders in whole or in part, or (ii) the shareholders in amending or
repealing a particular by-law provide expressly that the Board of Directors
shall not amend or repeal that by-law. The shareholders may amend and repeal
these By-laws even though the By-laws may also be amended or repealed by the
Board of Directors.

                                  * * * * * *






                                     -12-