<PAGE>   1

                                                                     EXHIBIT 3.6

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                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              MEDAPHIS CORPORATION


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



                       Incorporated under the Laws of the

                               State of Delaware


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



                        Adopted as of June 30, 1991 and
                        Amended as of December 21, 1992
                   Amended and Restated as of March 24, 1997
                       Further Amended as of May 19, 1997




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<PAGE>   2

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                       Page
                                                                                                                       ----
<S>                       <C>                                                                                           <C>
ARTICLE I                 OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II                MEETINGS OF STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         Section 1.       Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 2.       Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 3.       Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         Section 4.       Notice of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 5.       Notice of Stockholder Nominees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 6.       Notice of Stockholder Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 7.       List of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         Section 8.       Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 9.       Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 10.      Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 11.      Inspectors of Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Section 12.      Action without a Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III               BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

         Section 1.       Powers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 2.       Election and Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 3.       Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 4.       Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 5.       Organization Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         Section 6.       Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 7.       Special Meetings; Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 8.       Removal of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 9.       Resignations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 10.      Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         Section 11.      Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 12.      Action Without a Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 13.      Telephonic Participation in Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 14.      Committees of the Board of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>





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<PAGE>   3


<TABLE>
<S>                       <C>                                                                                          <C>
ARTICLE IV                OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

         Section 1.       Principal Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         Section 2.       Election and Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 3.       Other Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 4.       Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 5.       Resignations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 6.       Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 7.       Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 8.       Vice Chairmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         Section 9.       Chief Executive Officer
         Section 10.      Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 11.      Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 12.      Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 13.       Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE V                 SHARES AND THEIR TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

         Section 1.       Certificate for Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         Section 2.       Stock Certificate Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 3.       Stock Ledger  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 4.       Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 5.       Registrations of Transfers of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 6.       Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 7.       Lost, Stolen, Destroyed or Mutilated Certificates . . . . . . . . . . . . . . . . . . . . .  10
         Section 8.       Record Dates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE VI                MISCELLANEOUS PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         Section 1.       Corporate Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 2.       Voting of Stocks Owned by the Corporation . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 3.       Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 4.       Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE VII               AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>





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<PAGE>   4

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              MEDAPHIS CORPORATION

                            (a Delaware corporation)

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


                               ARTICLE ARTICLE I


                                    OFFICES


         The registered office of the Corporation in the State of Delaware
shall be located in the City of Wilmington, County of New Castle.  The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Delaware as may be deemed proper for the conduct
of the Corporation's business.

                               ARTICLE ARTICLE II


                            MEETINGS OF STOCKHOLDERS

         Section 1.    Place of Meetings.  All meetings of stockholders shall
be held at such place or places, within or without the State of Delaware, as
may from time to time be fixed by the Board of Directors, or as shall be
specified in the respective notices, or waivers of notice, thereof.

         Section 2.    Annual Meeting.  The annual meeting of stockholders for
the election of Directors and the transaction of other business shall be held
on such date and at such time and place as may be designated by the Board of
Directors.  At each annual meeting, the stockholders entitled to vote shall
elect a Board of Directors and may transact such other proper business as may
come before the meeting.

         Section 3.    Special Meetings.  A special meeting of the
stockholders, or of any class thereof entitled to vote, for any purpose or
purposes, may be called at any time by the Chairman of the Board, if any, or
the Chief Executive Officer or by order of the Board of Directors and shall be
called by the Chief Executive Officer or the Secretary upon the written request
of stockholders holding of record at least 50% of the outstanding shares of
stock of the Corporation entitled to vote at such meeting.  Such written
request shall state the purpose or purposes for which such meeting is to be
called.





<PAGE>   5


         Section 4.    Notice of Meetings.  Except as otherwise provided by
law, written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting shall be given not less than
ten days nor more than sixty days before the date on which the meeting is to be
held to each stockholder of record entitled to vote thereat by delivering a
notice thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address,
in which case such notice shall be directed to him at the address designated in
such request.  Notice shall not be required to be given to any stockholder who
shall waive such notice in writing, whether prior to or after such meeting, or
who shall attend such meeting in person or by proxy unless such attendance is
for the express purpose of objecting, at the beginning of such meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Every notice of a special meeting of the stockholders shall also
state the purpose or purposes for which it is called.

         Section 5.    Notice of Stockholder Nominees.  Only persons who are
nominated in accordance with the procedures set forth in this Section 5 shall
be eligible for election as Directors.  Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of Directors
at the meeting who complies with the notice procedures set forth in this
Section 5.  Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation.  To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.  Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a Director, (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the Corporation which are beneficially owned by such person, and (D)
any other information relating to such person that is required to be disclosed
in solicitation of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected), and (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder and (B)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder.  At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.  The Chairman
of the meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the procedures





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<PAGE>   6

prescribed by the By-laws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded.

         Section 6.    Notice of Stockholder Business.  At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (i) specified in the notice of the meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the meeting
by a stockholder.  For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made.  A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business. Notwithstanding anything
in the By-laws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 6.
The Chairman of the annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section 6, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

         Section 7.    List of Stockholders.  It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of the
stock ledger to prepare and make, at least ten days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in his name. 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 be
kept and produced at the time and place of the meeting during the whole time
thereof and subject to the inspection of any stockholder who may be present.
The original or duplicate ledger shall be the only evidence as to who are the
stockholders entitled to examine such list or the books of the Corporation or
to vote in person or by proxy at such meeting.





                                     -3-
<PAGE>   7

         Section 8.    Quorum.  At each meeting of the stockholders, the
holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote at such meeting, present in person or by proxy,
shall constitute a quorum for the transaction of business, except as otherwise
provided by law, the Certificate of Incorporation or these By-laws.  In the
absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such meeting shall have the power to adjourn the meeting from time to time
until a quorum shall be constituted.

         Section 9.    Voting.  Every stockholder of record who is entitled to
vote shall, at every meeting of the stockholders, be entitled to one vote for
each share of stock held by him on the record date; except, however, that
shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall neither be entitled to
vote nor counted for quorum purposes. Nothing in this Section shall be
construed as limiting the right of the Corporation to vote its own stock held
by it in a fiduciary capacity.  At all meetings of the stockholders, a quorum
being present, all matters shall be decided by majority vote of the shares of
stock entitled to vote held by stockholders present in person or by proxy,
except as otherwise required by law or the Certificate of Incorporation.
Unless demanded by a stockholder of the Corporation present in person or by
proxy at any meeting of the stockholders and entitled to vote thereat or so
directed by the chairman of the meeting or required by law, the vote thereat on
any question need not be by written ballot.  On a vote by written ballot, each
ballot shall be signed by the stockholder voting, or in his name by his proxy,
if there be such proxy, and shall state the number of shares voted by him and
the number of votes to which each share is entitled.

         Section 10.    Proxies.  Each stockholder entitled to vote at a
meeting of stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy.  A proxy acting for any stockholder shall be duly appointed by an
instrument in writing subscribed by such stockholder.  No proxy shall be valid
after the expiration of three years from the date thereof 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 of the
Corporation.

         Section 11.    Inspectors of Elections.  The Board of Directors, in
advance of any stockholder meeting, shall appoint an inspector of elections to
act at such meeting, and any adjournment thereof, and make a written report
thereof.  In case any person appointed fails to appear or act, the vacancy may
be filled by an alternate appointed by the Board in advance of the meeting or
at the meeting by the person presiding thereat.  The inspector, before entering
upon discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
his ability.





                                     -4-
<PAGE>   8

         Section 12.    Action without a Meeting.  Any action required to be
taken at any annual or special meeting of stockholders or any action which may
be taken at any annual or special meeting of stockholders 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 the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                              ARTICLE ARTICLE III


                               BOARD OF DIRECTORS

         Section 1.    Powers.  Except as otherwise provided by law or in the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

         Section 2.    Election and Term.  Except as otherwise provided by law,
Directors shall be elected at the annual meeting of stockholders and shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified, or until they sooner die, resign or are removed.  At
each annual meeting of stockholders, at which a quorum is present, the persons
receiving a plurality of the votes cast shall be the Directors.  Acceptance of
the office of Director may be expressed orally or in writing, and attendance at
the organization meeting shall constitute such acceptance.

         Section 3.    Number.  The number of Directors shall be such number as
shall be determined from time to time by the Board of Directors, but shall not
be less than three nor more than ten.

         Section 4.    Quorum and Manner of Acting.  Unless otherwise provided
by law, the presence of 50% of the whole Board of Directors shall be necessary
to constitute a quorum for the transaction of business.  In the absence of a
quorum, a majority of the Directors present may adjourn the meeting from time
to time until a quorum shall be present.  Notice of any adjourned meeting need
not be given.  At all meetings of Directors, a quorum being present, all
matters shall be decided by the affirmative vote of a majority of the Directors
present, except as otherwise required by law, the Certificate of Incorporation
or these By-laws.  The Board of Directors may hold its meetings at such place
or places within or without the State of Delaware as the Board of Directors may
from time to time determine or as shall be specified in the respective notices,
or waivers of notice, thereof.

         Section 5.    Organization Meeting.  Immediately after each annual
meeting of stockholders for the election of Directors, the Board of Directors
shall meet at the place of the annual meeting of stockholders for the purpose
of organization, the election of officers and the transaction of other
business. Notice of such meeting need not be given.  If such meeting is held at
any other time or





                                     -5-
<PAGE>   9

place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.

         Section 6.    Regular Meetings.  Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination, and notice thereof has been once given
to each member of the Board of Directors as hereinafter provided for special
meetings, regular meetings may be held without further notice being given.

         Section 7.    Special Meetings; Notice.  Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board, if
any, the Chief Executive Officer or by a majority of the Directors.  Notice of
each such meeting shall be mailed to each Director, addressed to him at his
residence or usual place of business, at least five days before the date on
which the meeting is to be held, or shall be sent to him at such place by
facsimile, telegraph or cable, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held.  Each
such notice shall state the time and place of the meeting and, as may be
required, the purposes thereof.  Notice of any meeting of the Board of
Directors need not be given to any Director if he shall sign a written waiver
thereof either before or after the time stated therein for such meeting, or if
he shall be present at the meeting.  Unless limited by law, the Certificate of
Incorporation, these By-laws or the terms of the notice thereof, any and all
business may be transacted at any meeting without the notice thereof having
specifically identified the matters to be acted upon.

         Section 8.    Removal of Directors.  Any Director or the entire Board
of Directors may be removed, with or without cause, at any time, by action of
the holders of record of a majority of the issued and outstanding stock of the
Corporation entitled to vote thereon (i) present in person or by proxy at a
meeting of such stockholders or (ii) by a consent in writing in the manner
contemplated in Section 12 of Article II, and the vacancy or vacancies in the
Board of Directors caused by any such removal may be filled by action of such a
majority at such meeting or at any subsequent meeting or by consent.

         Section 9.    Resignations.  Any Director of the Corporation may
resign at any time by giving written notice to the Chairman of the Board, if
any, the Chief Executive Officer or the Secretary of the Corporation.  The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Section 10.    Vacancies.  Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors, or by the sole
remaining Director, as the case may be, or if the vacancy is not so filled, or
if no Director remains, by the affirmative vote of a majority of the
stockholders entitled to vote





                                     -6-
<PAGE>   10

thereon.  A Director elected to fill a vacancy shall serve the unexpired term
of his predecessor in office, or, if such vacancy occurs by reason of an
amendment to these By-laws increasing the number of Directors, until the next
election of Directors by the stockholders, and until his successor has been
elected and qualified, or until he sooner dies, resigns or is removed.

         Section 11.    Compensation of Directors.  Directors, as such, shall
not receive any stated salary for their services, but, by resolution of the
Board, a specific sum fixed by the Board plus expenses may be allowed for
attendance at each regular or special meeting of the Board; provided, however,
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation or any parent or subsidiary corporation thereof in any
other capacity and receiving compensation therefore.

         Section 12.    Action Without a Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if a written consent thereto is signed by all members of the
Board, and such written consent is filed with the minutes or proceedings of the
Board.

         Section 13.    Telephonic Participation in Meetings.  Members of the
Board of Directors may participate in a meeting of the Board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.

         Section 14.    Committees of the Board of Directors.  The Board of
Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members an executive committee and one or more
other committees, each consisting of one or more directors.  Except as
prohibited by law, each committee shall have the authority set forth in the
resolution of the Board of Directors establishing such committee. Unless the
Board of Directors otherwise provides, each committee designated by the Board
of Directors may make, alter and repeal rules for the conduct of its business.
In the absence of such rules each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to Article
III of these By-laws.

                               ARTICLE ARTICLE IV


                                    OFFICERS

         Section 1.    Principal Officers.  The Board of Directors shall elect
a Chief Executive Officer, a Secretary and a Treasurer, and may in addition
elect a Chairman of the Board, one or more Vice Chairmen of the Board, one or
more Vice-Presidents and such other officers as it deems fit; the Chief
Executive Officer, the Secretary, the Treasurer, the Chairman of the Board, if
any, the Vice Chairmen of the Board, if any, and the Vice Presidents, if any,
being the principal officers of the Corporation.  One person may hold, and
perform the duties of, any two or more of said offices.





                                     -7-
<PAGE>   11


         Section 2.    Election and Term of Office.  The principal officers of
the Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof.  Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

         Section 3.    Other Officers.  In addition, the Board may elect, or
the Chairman of the Board, if any, or the Chief Executive Officer may appoint,
such other officers as they deem fit.  Any such other officers chosen by the
Board of Directors shall be subordinate officers and shall hold office for such
period, have such authority and perform such duties as the Board of Directors,
the Chairman of the Board, if any, or the Chief Executive Officer may from time
to time determine.

         Section 4.    Removal.  Any officer may be removed, either with or
without cause, at any time, by resolution adopted by the Board of Directors at
any regular meeting of the Board, or at any special meeting of the Board called
for that purpose, at which a quorum is present.

         Section 5.    Resignations.  Any officer may resign at any time by
giving written notice to the Chairman of the Board, if any, the Chief Executive
Officer, the Secretary or the Board of Directors.  Any such resignation shall
take effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         Section 6.    Vacancies.  A vacancy in any office may be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
election or appointment to such office for such term.

         Section 7.    Chairman of the Board.  The Chairman of the Board of
Directors if elected, shall preside, if present, at all meetings of the Board
of Directors, and shall have general supervision, direction and control of the
business of the Corporation, and shall have and perform such other duties as
from time to time may be assigned by the Board of Directors.

         Section 8.    Vice Chairmen.  Each Vice Chairman shall have the
general powers and duties as shall be delegated to him by the Chairman of the
Board of Directors or as shall be established by resolution of the Board of
Directors.

         Section 9.    Chief Executive Officer. The Chief Executive Officer
shall have the general powers and duties of supervision and management usually
vested in the office of chief executive officer of a corporation.  He shall
preside at all meetings of the stockholders, if present thereat, and in the
absence or non-election of the Chairman of the Board of Directors, at all
meetings of the Board of Directors, and shall have general supervision,
direction and control of the business of the  Corporation. Except as the Board
of Directors shall authorize the execution thereof in some other manner, he
shall execute bonds, mortgages, and other contracts on behalf of the
Corporation, and





                                     -8-
<PAGE>   12

shall cause the seal to be affixed to any instrument requiring it and when so
affixed the seal shall be attested by the signature of the Secretary or the
Treasurer.

         Section 10.     Vice Presidents.  Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the Board
of Directors or the Chief Executive Officer.

         Section 11.     Treasurer.  The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the
Corporation.  He shall exhibit at all reasonable times his books of account and
records to any of the Directors of the Corporation upon application during
business hours at the office of the Corporation where such books and records
shall be kept; when requested by the Board of Directors, he shall render a
statement of the condition of the finances of the Corporation at any meeting of
the Board or at the annual meeting of stockholders; he shall receive, and give
receipt for, moneys due and payable to the Corporation from any source
whatsoever; in general, he shall perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Chairman of the Board of Directors, the Chief Executive Officer or the
Board of Directors. The Treasurer shall give such bond, if any, for the
faithful discharge of his duties as the Board of Directors may require.

         Section 12.    Secretary.  The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are properly kept and filed; and in general he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board of Directors, the Chief
Executive Officer or the Board of Directors.

         Section 13.    Salaries.  The salaries of the principal officers shall
be fixed from time to time by the Board of Directors or an authorized committee
thereof, and the salaries of any other officers may be fixed by the Chairman of
the Board of Directors or the Chief Executive Officer.



                               ARTICLE ARTICLE V


                           SHARES AND THEIR TRANSFER

         Section 1.    Certificate for Stock.  Every stockholder of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors shall prescribe, certifying the number of shares
of the capital stock of the Corporation owned by him.  No certificate shall be
issued for partly paid shares.





                                     -9-
<PAGE>   13

         Section 2.    Stock Certificate Signature.  The certificates for such
stock shall be numbered in the order in which they shall be issued and shall be
signed by the Chairman of the Board, if any, or the Chief Executive Officer and
the Secretary or Treasurer of the Corporation and its seal shall be affixed
thereto.  If such certificate is countersigned (i) by a transfer agent other
than the Corporation or its employee, or (ii) by a registrar other than the
Corporation or its employee, the signatures of such officers of the Corporation
may be facsimiles.  In case any officer of the Corporation who has signed, or
whose facsimile signature has been placed upon, any such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer at the date
of issue.

         Section 3.    Stock Ledger.  A record shall be kept by the Secretary
or by any other officer, employee or agent designated by the Board of
Directors, of the name of each person, firm or corporation holding capital
stock of the Corporation, the number of shares represented by, and the
respective dates of, each certificate for such capital stock, and in case of
cancellation of any such certificate, the respective dates of cancellation.

         Section 4.    Cancellation.  Every certificate surrendered to the
Corporation for exchange or registration of transfer shall be cancelled, and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled,
except, subject to Section 7 of this Article V, in cases provided for by
applicable law.

         Section 5.    Registrations of Transfers of Stock.  Registrations of
transfers of shares of the capital stock of the Corporation shall be made on
the books of the Corporation on surrender of the certificate or certificates
for such shares properly endorsed and the payment of all taxes thereon.  The
person in whose name shares of stock stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided, however, that whenever any transfer of shares shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so.

         Section 6.    Regulations.  The Board of Directors may make such rules
and regulations as it may deem expedient, not inconsistent with the Certificate
of Incorporation or these By-laws, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation.  It
may appoint, or authorize any principal officer or officers to appoint, one or
more transfer clerks or one or more transfer agents and one or more registrars,
and may require all certificates of stock to bear the signature or signatures
of any of them.

         Section 7.    Lost, Stolen, Destroyed or Mutilated Certificates.
Before any certificates for stock of the Corporation shall be issued in
exchange for certificates which shall become mutilated or shall be lost, stolen
or destroyed, proper evidence of such loss, theft, mutilation or destruction
shall be procured for the Board of Directors, if it so requires.





                                     -10-
<PAGE>   14

         Section 8.    Record Dates.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a date as a record date for any such determination of stockholders.  Such
record date shall not more than sixty (60) days and, in the case of a meeting
of stockholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be
taken.


                               ARTICLE ARTICLE VI


                            MISCELLANEOUS PROVISIONS


         Section 1.    Corporate Seal.  The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in
the State of Delaware in the year 1985.  The Secretary shall be the custodian
of the seal.  The Board of Directors may authorize a duplicate seal to be kept
and used by any other officer.

         Section 2.    Voting of Stocks Owned by the Corporation. The Board of
Directors may authorize any person on behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except the Corporation) in which the Corporation may hold stock.  Nothing in
this Section shall be construed as limiting the right of the Corporation to
vote its own stock held by it in a fiduciary capacity.

         Section 3.    Dividends.  Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient.  Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends such sum or sums as the Directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.

         Section 4.    Indemnification and Insurance.

         (a)     Right to Indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by the Delaware General
Corporation Law as it presently exists or may hereafter be amended, any person
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he, or a person for
whom he is the legal





                                     -11-
<PAGE>   15

representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person.  The Corporation
shall be required to indemnify a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of the Corporation. The right provided in this Section 4(a) is a
contract right.

         (b)     Prepayment of Expenses.  The Corporation shall pay the
expenses incurred by an officer or director in defending or investigating any
proceeding in advance of its final disposition; provided, however, that, if
required by the Delaware General Corporation Law, the payment of expenses
incurred by a director or officer in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by the director or
officer to repay all amounts advanced if it should ultimately be determined
that the director or officer is not entitled to be indemnified under this
Section or otherwise. The right provided in this Section 4(b) is a contract
right.

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

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

         (e)     Other Indemnification.  The Corporation's obligation, if any,
to indemnify 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 non-profit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or non-profit enterprise.

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





                                     -12-
<PAGE>   16

         (g)     Amendment or Repeal.  Any repeal or modification of the
foregoing provisions of this Section 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 ARTICLE VII


                                   AMENDMENTS

         These By-laws of the Corporation may be altered, amended or repealed
by the Board of Directors at any regular or special meeting of the Board of
Directors or by the affirmative vote of the holders of record of a majority of
the issued and outstanding stock of the Corporation entitled to vote thereon
(i) present in person or by proxy at a meeting of holders of such stock or (ii)
by a consent in writing in the manner contemplated in Section 12 of Article II,
provided, however, that notice of the proposed alteration, amendment or repeal
is contained in the notice of such meeting.  By-laws, whether made or altered
by the stockholders or by the Board of Directors, shall be subject to
alteration or repeal by the stockholders as in this Article VII above provided.





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