<PAGE>   1
                                                                   Exhibit 3(ii)


                              AMENDED AND RESTATED


                                     BYLAWS


                                       OF


                       CITADEL COMMUNICATIONS CORPORATION
<PAGE>   2
                                                                       EXHIBIT B

                                Table of Contents
<TABLE>
<CAPTION>
                                     Section                                Page
                                     -------                                ----
<S>                                                                         <C>
1.       STOCKHOLDERS.......................................................   1

1.1               Place of Stockholders' Meetings...........................   1

1.2               Day and Time of Annual Meetings of Stockholders...........   1

1.3               Purposes of Annual Meetings...............................   1

1.4               Special Meetings of Stockholders..........................   2

1.5               Notice of Meetings of Stockholders........................   2

1.6               Quorum of Stockholders....................................   2

1.7               Chairman and Secretary of Meeting.........................   3

1.8               Voting by Stockholders....................................   3

1.9               Proxies...................................................   3

1.10              Inspectors................................................   4

1.11              List of Stockholders......................................   4

1.12              Confidential Voting.......................................   4

1.13              Action by Written Consent.................................   5

1.14              Nevada Control Shares Act.................................   5

2.       DIRECTORS..........................................................   5

2.1               Powers of Directors.......................................   5

2.2               Number, Method of Election, Terms of Office of Directors..   5

2.3               Vacancies on Board........................................   7

2.4               Meetings of the Board.....................................   7
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
                                     Section                                Page
                                     -------                                ----
<S>                                                                         <C>
2.5               Quorum and Action.........................................   8

2.6               Presiding Officer and Secretary of Meeting................   8

2.7               Action by Consent Without Meeting.........................   8

2.8               Committees................................................   8

2.9               Compensation of Directors.................................   8

3.       OFFICERS...........................................................   9

3.1               Officers, Titles, Elections, Terms........................   9

3.2               General Powers of Officers................................  10

3.3               Powers and Duties of Chairman.............................  10

3.4               Powers and Duties of the President........................  10

3.5               Powers and Duties of Executive Vice Presidents,
                  Senior Vice Presidents and Vice Presidents................  10

3.6               Powers and Duties of the Chief Financial Officer..........  10

3.7               Powers and Duties of the Controller and
                  Assistant Controllers.....................................  10

3.8               Powers and Duties of the Treasurer and
                  Assistant Treasurers......................................  11

3.9               Powers and Duties of the Secretary and
                  Assistant Secretaries.....................................  11

4.       INDEMNIFICATION....................................................  12

4.1               Right to Indemnification and Effect of Amendments.........  12

4.2               Insurance, Contracts and Funding..........................  13


</TABLE>
<PAGE>   4
<TABLE>
<CAPTION>
                                     Section                                Page
                                     -------                                ----
<S>                                                                         <C>
4.3               Indemnification; Not Exclusive Right......................  13

4.4               Advancement of Expenses, Procedures;
                  Presumptions and Effect of Certain
                  Proceedings; Remedies.....................................  13

4.5               Indemnification of Employees and Agents...................  17

4.6               Severability..............................................  17

5.       CAPITAL STOCK......................................................  17

5.1               Stock Certificates........................................  17

5.2               Record Ownership..........................................  18

15.3              Transfer of Record Ownership..............................  18

5.4               Lost, Stolen, or Destroyed Certificates...................  18

5.5               Transfer Agent; Registrar; Rules
                  Respecting Certificates...................................  18

5.6               Fixing Record Date for Determination of
                  Stockholders of Record....................................  18

6.       SECURITIES HELD BY THE CORPORATION.................................  19

6.1               Voting....................................................  19

6.2               General Authorization to Transfer Securities
                  Held by the Corporation...................................  19

7.       DEPOSITARIES AND SIGNATORIES.......................................  20

7.1               Depositaries..............................................  20

7.2               Signatories...............................................  20

8.       SEAL...............................................................  20

9.       FISCAL YEAR........................................................  20

</TABLE>
<PAGE>   5
<TABLE>
<CAPTION>
                                     Section                                Page
                                     -------                                ----
<S>                                                                         <C>
10.      WAIVER OF OR DISPENSING WITH NOTICE................................  21

11.      POLITICAL CONTRIBUTIONS BY THE CORPORATION.........................  21

12.      TRANSFER OF SHARES TO ALIENS.......................................  21

13.      AMENDMENT OF BYLAWS................................................  22

14.      OFFICES AND AGENT..................................................  22
</TABLE>
<PAGE>   6
                           AMENDED AND RESTATED BYLAWS

                                       of

                       CITADEL COMMUNICATIONS CORPORATION

             (a Nevada corporation which was originally incorporated
                   as: CCC Holdings, Inc., the "Corporation")

1.       STOCKHOLDERS.

         1.1 Place of Stockholders' Meetings. All meetings of the stockholders
of the Corporation shall be held at such place or places, within or outside the
State of Nevada, as may be fixed by the Corporation's Board of Directors (the
"Board", and each member thereof a "Director") from time to time or as shall be
specified in the respective notices thereof.

         1.2 Day and Time of Annual Meetings of Stockholders. An annual meeting
of stockholders shall be held at such place (within or outside the State of
Nevada), date and hour as shall be determined by the Board and designated in the
notice thereof. Failure to hold an annual meeting of stockholders at such
designated time shall not affect otherwise valid corporate acts or work a
forfeiture or dissolution of the Corporation.

         1.3 Purposes of Annual Meetings. (a) At each annual meeting, the
stockholders shall elect the members of the Board for the succeeding year. At
any such annual meeting any business properly brought before the meeting may be
transacted.

         (b) 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, (ii) otherwise properly brought before the
meeting by or at the direction of the Board 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 written
notice thereof, either by personal delivery or by United States mail, postage
prepaid, to the Secretary, not later than ninety (90) days in advance of the
anniversary date of the immediately preceding annual meeting. Any such notice
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 meeting and the reasons for conducting such business at the meeting
and in the event that such business includes a proposal to amend either the
Articles of Incorporation or Bylaws of the Corporation, the language of the
proposed amendment, (ii) the name and address of the stockholder proposing such
business, (iii) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to propose such business, and (iv) any
material interest of the stockholder in such business. No business shall be
conducted at an annual meeting of stockholders except in accordance with
<PAGE>   7
this Section 1.3(b), and the chairman of any annual meeting of stockholders may
refuse to permit any business to be brought before an annual meeting without
compliance with the foregoing procedures.

         1.4 Special Meetings of Stockholders. Except as otherwise expressly
required by applicable law, special meetings of the stockholders or of any class
or series entitled to vote may be called for any purpose or purposes by the
Chairman or by a majority vote of the entire Board, to be held at such place
(within or outside the State of Nevada), date and hour as shall be determined by
the Board and designated in the notice thereof. Unless otherwise required by
law, only such business as is specified in the notice of any special meeting of
the stockholders shall come before such meeting.

         1.5 Notice of Meetings of Stockholders. Except as otherwise expressly
required or permitted by applicable law, not less than ten (10) days nor more
than sixty (60) days before the date of every stockholders' meeting the
Secretary shall give to each stockholder of record entitled to vote at such
meeting written notice stating the place, day and time of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Except as provided in Section 1.6(d) or as otherwise expressly required
by applicable law, notice of any adjourned meeting of stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken. Any notice, if mailed, shall be deemed to be given when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at the address for notices to such stockholder as it appears on the
records of the Corporation.

         1.6 Quorum of Stockholders. (a) Unless otherwise expressly required by
applicable law, at any meeting of the stockholders, the presence in person or by
proxy of stockholders entitled to cast a majority of votes thereat shall
constitute a quorum for the entire meeting; provided, however, that where a
matter is to be voted on by the holders of a class of capital stock of the
Corporation voting as a single class, the presence in person or by proxy of
holders of such class entitled to cast a majority of votes at such meeting shall
be required to constitute a quorum for such meeting with respect to such matter,
in each case, notwithstanding the withdrawal of stockholders entitled to cast a
sufficient number of votes in person or by proxy to reduce the number of votes
represented at the meeting below a quorum. Shares of the Corporation's stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in an election of the directors of such other
corporation is held by the Corporation, shall neither be counted for the purpose
of determining the presence of a quorum nor entitled to vote at any meeting of
the stockholders.

         (b) At any meeting of the stockholders at which a quorum shall be
present, a majority of those present in person or by proxy may adjourn the
meeting from time to time without notice other than an announcement at the
meeting. In the absence of a quorum, the officer presiding thereat shall have
the power to adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting other than an announcement at


                                                                               2
<PAGE>   8
the meeting shall not be required to be given, except as provided in Section
1.6(d) below and except where expressly required by applicable law.

         (c) At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called, but only those stockholders entitled to vote at the meeting
as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof unless a new record date is fixed by the Board.

         (d) If an adjournment is for more than thirty (30) 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 in the manner specified in Section 1.5
to each stockholder of record entitled to vote at the meeting.

         1.7 Chairman and Secretary of Meeting. The Chairman or, in his or her
absence, another officer of the Corporation designated by the Chairman, shall
preside at meetings of the stockholders. The Secretary shall act as secretary of
the meeting, or in the absence of the Secretary, an Assistant Secretary shall so
act, or if neither is present, then the presiding officer may appoint a person
to act as secretary of the meeting.

         1.8 Voting by Stockholders. (a) Except as otherwise expressly required
by applicable law, at every meeting of the stockholders each stockholder shall
be entitled to the number of votes specified in the Articles of Incorporation,
in person or by proxy, for each share of stock standing in his or her name on
the books of the Corporation on the date fixed pursuant to the provisions of
Section 5.6 of these Bylaws as the record date for the determination of the
stockholders who shall be entitled to receive notice of and to vote at such
meeting.

         (b) When a quorum is present at any meeting of the stockholders, all
questions shall be decided by the vote of a majority in voting power of the
stockholders present in person or by proxy and entitled to vote at such meeting
on the matter or matters presented for a vote, unless a question is one upon
which by express provision of law, the Articles of Incorporation or these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.

         (c) Except as required by applicable law, the vote at any meeting of
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his or her proxy, if there be such proxy, and shall
state the number of shares voted.

         1.9 Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his or her attorney-in-fact. Every
proxy shall be in writing and shall be subscribed by the stockholder or his or
her duly authorized attorney-in-fact, but need not be sealed, witnessed or
acknowledged.


                                                                               3
<PAGE>   9
         1.10 Inspectors. (a) The election of Directors and any other vote by
ballot at any meeting of the stockholders shall be supervised by one or more
inspectors. Such inspectors may be appointed by the Chairman before or at the
meeting. If the Chairman shall not have so appointed such inspectors or if such
inspectors so appointed shall refuse to serve or shall not be present, such
appointment shall be made by the officer presiding at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.

         (b) The inspectors shall (i) ascertain the number of shares of the
Corporation outstanding and the voting power of each, (ii) determine the shares
represented at any meeting of stockholders and the validity of the proxies and
ballots, (iii) count all proxies and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their determination of the
number of shares represented at the meeting, and their count of all proxies and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

         1.11 List of Stockholders. (a) At least ten (10) days before every
meeting of stockholders, the Secretary shall cause to be prepared and made a
complete list of the stockholders 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.

         (b) During ordinary business hours for a period of at least ten (10)
days prior to the meeting, such list shall be open to examination by any
stockholder for any purpose germane 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 Corporation's registered
office.

         (c) The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and it may be inspected by any
stockholder who is present.

         (d) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section 1.11 or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

         1.12 Confidential Voting. (a) Proxies and ballots that identify the
votes of specific stockholders shall be kept in confidence by the tabulators and
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of Directors, (ii) disclosure is required by
applicable law, (iii) a stockholder expressly requests or otherwise authorizes
disclosure, or (iv) the Corporation concludes in good faith that a


                                                                               4
<PAGE>   10
bona fide dispute exists as to the authenticity of one or more proxies, ballots
or votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes.

         (b) The tabulators and inspectors of election and any authorized agents
or other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-law and instructed to comply herewith.

         (c) The inspectors of election shall certify, to the best of their
knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.12.

         1.13 Action by Written Consent. Any action required or permitted to be
taken by the stockholders of the Corporation must be effected at a duly called
annual or special stockholders' meeting and may not be effected by consent in
writing by such stockholders, except with respect to matters to be voted on by
the holders of the Series AA Convertible Preferred Stock voting as a separate
class. Any action to be determined by the holders of the Series AA Convertible
Preferred Stock voting as a separate class and required or permitted to be taken
at a meeting of the Series AA Convertible Preferred Stock may be taken without a
meeting, without notice and without a vote, if a consent in writing, setting
forth the action taken, is signed by the holders of outstanding Series AA
Convertible Preferred Stock having not less than the number of votes that would
be necessary to authorize such action at a meeting at which all shares entitled
to vote were present. Such written consent shall not be valid unless it is (a)
signed by the stockholder, (b) dated, as of the date of such stockholder's
signature, and (c) delivered to the Corporation personally or by mail to the
Corporation's principal place of business, principal office in the State of
Nevada or officer or agent who has custody of the book in which the minutes of
meetings of stockholders are recorded, within sixty (60) days after the earliest
date that a stockholder signed the written consent. Prompt notice of the taking
of any such action shall be given to any such stockholders entitled to vote who
have not so consented in writing.

         1.14 Nevada Control Share Act. The provisions of Nevada's Control Share
Act, NRS 78.378-.3793 shall not apply to the holders of capital stock of the
Corporation as a result of such holders' acquisition of shares of capital stock
of the Corporation on the date that these Bylaws first become effective.

2.       DIRECTORS.

         2.1 Powers of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board, which may exercise all
the powers of the Corporation except such as are by applicable law, the Articles
of Incorporation or these By-laws required to be exercised or performed by the
stockholders.

         2.2 Number, Method of Election, Terms of Office of Directors. The
number of Directors which shall constitute the whole Board shall be such as from
time to time shall be


                                                                               5
<PAGE>   11
determined by resolution adopted by a majority of the entire Board, but the
total number shall not be less than one (1) nor more than seven (7); provided
that the tenure of a Director shall not be affected by any decrease in the
number of Directors so made by the Board. For so long as any shares of Series AA
Convertible Preferred Stock of the Corporation are outstanding, the Board shall
consist of one (1) Class B Director elected by the holders of the Series AA
Convertible Preferred Stock and up to six (6) Class A Directors elected by the
holders of all classes of capital stock of the Corporation entitled to vote for
the election of Directors as determined by resolution adopted by a majority of
the entire Board. Each Director shall hold office until the next annual meeting
of stockholders and until his or her successor is elected and qualified or until
his or her earlier death, retirement, resignation or removal. Directors need not
be stockholders of the Corporation or citizens of the United States of America.

         Nominations of persons for election as Directors may be made by the
Board or by any stockholder entitled to vote for the election of Directors. Any
stockholder entitled to vote for the election of Directors may nominate a person
or persons for election as Directors only if written notice of such
stockholder's intent to make such nomination is given in accordance with the
procedures for bringing business before the meeting set forth in Section 1.3(b)
of these Bylaws, either by personal delivery or by United States mail, postage
prepaid, to the Secretary not later than (i) with respect to an election to be
held at an annual meeting of stockholders, ninety (90) days in advance of the
anniversary date of the immediately preceding annual meeting and (ii) with
respect to an election to be held at a special meeting of stockholders for the
election of Directors, the close of business on the seventh (7th) day following
the date on which notice of such meeting is first given to stockholders;
provided, however, that only a stockholder entitled to vote for the election of
the Class B Director may nominate a person for election as a Class B Director.
Each such notice shall set forth: (a) the name and address of the stockholder
who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board; and (e)
the consent of each nominee to serve as a Director if so elected. The chairman
of any meeting of stockholders to elect Directors and the Board may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.

         At each meeting of the stockholders for the election of Directors at
which a quorum is present, the persons receiving the greatest number of votes,
up to the number of Directors to be elected, shall be the Directors.


                                                                               6
<PAGE>   12
         2.3 Vacancies on Board. (a) Any Director may resign from office at any
time by delivering a written resignation to the Chairman or the Secretary. The
resignation will take effect at the time specified therein, or, if no time is
specified, at the time of its receipt by the Corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

         (b) Except as provided in the Articles of Incorporation, any vacancy
and any newly created directorship resulting from any increase in the authorized
number of Directors may be filled by vote of a majority of the Directors then in
office, though less than a quorum, and any Director so chosen shall hold office
until the next annual election of Directors by the stockholders and until a
successor is duly elected and qualified or until his or her earlier death,
retirement, resignation or removal. If there are no Directors in office, then an
election of Directors may be held in the manner provided by applicable law.

         2.4 Meetings of the Board. (a) The Board may hold its meetings, both
regular and special, either within or outside the State of Nevada, at such
places as from time to time may be determined by the Board or as may be
designated in the respective notices or waivers of notice thereof.

         (b) Regular meetings of the Board shall be held at such times and at
such places as from time to time shall be determined by the Board.

         (c) The first meeting of each newly elected Board shall be held as soon
as practicable after the annual meeting of the stockholders and shall be for the
election of officers and the transaction of such other business as may come
before it.

         (d) Special meetings of the Board shall be held whenever called by
direction of the Chairman or at the request of Directors constituting one-third
of the number of Directors then in office.

         (e) Members of the Board or any Committee of the Board may participate
in a meeting of the Board or Committee, as the case may be, 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.

         (f) The Secretary, or an Assistant Secretary designated by the
Secretary, shall give notice to each Director of any meeting of the Board by
mailing the same at least two (2) days before the meeting or by telegraphing or
delivering the same not later than the day before the meeting. Such notice need
not include a statement of the business to be transacted at, or the purpose of,
any such meeting. Any and all business may be transacted at any meeting of the
Board. No notice of any adjourned meeting need be given. No notice to or waiver
by any Director shall be required with respect to any meeting at which the
Director is present.


                                                                               7
<PAGE>   13
         2.5 Quorum and Action. Except as otherwise expressly required by
applicable law, the Articles of Incorporation or these Bylaws, at any meeting of
the Board, the presence of at least one-third (1/3) of the entire Board shall
constitute a quorum for the transaction of business; but if there shall be less
than a quorum at any meeting of the Board, a majority of those present may
adjourn the meeting from time to time. Unless otherwise provided by applicable
law, the Articles of Incorporation or these Bylaws, the vote of a majority of
the Directors present (and not abstaining) at any meeting at which quorum is
present shall be necessary for the approval and adoption of any resolution or
the approval of any act of the Board.

         2.6 Presiding Officer and Secretary of Meeting. The Chairman or, in the
absence of the Chairman, a member of the Board selected by the members present,
shall preside at meetings of the Board. The Secretary, or an Assistant Secretary
designated by the Secretary, shall act as secretary of the meeting, but in the
absence of the Secretary, or an Assistant Secretary designated by the Secretary,
the presiding officer may appoint a secretary of the meeting.

         2.7 Action by Consent Without Meeting. Any action required or permitted
to be taken at any meeting of the Board or of any Committee thereof may be taken
without a meeting if all members of the Board or Committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or the Committee.

         2.8 Committees. By resolution adopted by a majority of the entire
Board, the Board may designate members of the Board to constitute committees
which shall in each case consist of such number of directors, and shall have and
may execute such powers as may be determined and specified in the respective
resolutions appointing them. Any such committee may fix its rules of procedure,
determine its manner of acting and the time and place, whether within or without
the State of Nevada, of its meetings and specify what notice thereof, if any,
shall be given, unless the Board shall otherwise by resolution provide. Unless
otherwise provided by the Board or such committee, the quorum, voting and other
procedures shall be the same as those applicable to actions taken by the Board.
A majority of the members of the Board then in office shall have the power to
change the membership of any such committee at any time to fill vacancies
therein and to discharge any such committee or to remove any member thereof,
either with or without cause, at any time.

         2.9 Compensation of Directors. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, Directors shall receive for their
services on the Board or any Committee thereof such compensation and benefits,
including the granting of options; together with expenses, if any, as the Board
may from time to time determine. The Directors may be paid a fixed sum for
attendance at each meeting of the Board or Committee thereof and/or a stated
annual sum as a Director, together with expenses, if any, of attendance at each
meeting of the Board or Committee thereof. Nothing herein contained


                                                                               8
<PAGE>   14
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.

3.       OFFICERS.

         3.1 Officers, Titles, Elections, Terms. (a) The Board may from time to
time elect a Chairman and Chief Executive Officer, a President, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, a Chief Financial Officer, a Controller, a Treasurer, a Secretary, a
General Counsel, one or more Assistant Controllers, one or more Assistant
Treasurers, one or more Assistant Secretaries, and one or more Associate or
Assistant General Counsels, to serve at the pleasure of the Board or otherwise
as shall be specified by the Board at the time of such election and until their
successors are elected and qualified or until their earlier death, retirement,
resignation or removal.

         (b) The Board may elect or appoint at any time such other officers or
agents with such duties as it may deem necessary or desirable. Such other
officers or agents shall serve at the pleasure of the Board or otherwise as
shall be specified by the Board at the time of such election or appointment and,
in the case of such other officers, until their successors are elected and
qualified or until their earlier death, retirement, resignation or removal. Each
such officer or agent shall have such authority and shall perform such duties as
may be provided herein or as the Board may prescribe. The Board may from time to
time authorize any officer or agent to appoint and remove any other such officer
or agent and to prescribe such person's authority and duties.

         (c) No person may be elected or appointed an officer who is not a
citizen of the United States of America if such election or appointment is
prohibited by applicable law or regulation.

         (d) Any vacancy in any office may be filled for the unexpired portion
of the term by the Board. Each officer elected or appointed during the year
shall hold office until the next annual meeting of the Board at which officers
are regularly elected or appointed and until his or her successor is elected or
appointed and qualified or until his or her earlier death, retirement,
resignation or removal.

         (e) Any officer or agent elected or appointed by the Board may be
removed at any time by the affirmative vote of a majority of the entire Board.

         (f) Any officer may resign from office at any time. Such resignation
shall be made in writing and given to the President or the Secretary. Any such
resignation shall take effect at the time specified therein, or, if no time is
specified, at the time of its receipt by the Corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.


                                                                               9
<PAGE>   15
         3.2 General Powers of Officers. Except as may be otherwise provided by
applicable law or in Article 6 or 7 of these Bylaws, the Chairman and Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Chief Financial Officer, the General Counsel,
the Controller, the Treasurer and the Secretary, or any of them, may (i) execute
and deliver in the name of the Corporation, in the name of any Division of the
Corporation or in both names any agreement, contract, instrument, power of
attorney or other document pertaining to the business or affairs of the
Corporation or any Division of the Corporation, including without limitation
agreements or contracts with any government or governmental department, agency
or instrumentality, and (ii) delegate to any employee or agent the power to
execute and deliver any such agreement, contract, instrument, power of attorney
or other document.

         3.3 Powers and Duties of the Chairman. The Chairman shall be the Chief
Executive Officer of the Corporation and shall report directly to the Board.
Except in such instances as the Board may confer powers in particular
transactions upon any other officer, and subject to the control and direction of
the Board, the Chairman shall manage and direct the business and affairs of the
Corporation and shall communicate to the Board and any Committee thereof
reports, proposals and recommendations for their respective consideration or
action. He or she may do and perform all acts on behalf of the Corporation and
shall preside at meetings of the Board and the stockholders.

         3.4 Powers and Duties of the President. The President shall have such
powers and perform such duties as the Board or the Chairman may from time to
time prescribe or as may be prescribed in these Bylaws.

         3.5 Powers and Duties of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents shall have such powers and perform such duties as
the Board or the Chairman may from time to time prescribe or as may be
prescribed in these Bylaws.

         3.6 Powers and Duties of the Chief Financial Officer. The Chief
Financial Officer shall have such powers and perform such duties as the Board or
the Chairman may from time to time prescribe or as may be prescribed in these
Bylaws.

         3.7 Powers and Duties of the Controller and Assistant Controllers. (a)
The Controller shall be responsible for the maintenance of adequate accounting
records of all assets, liabilities, capital and transactions of the Corporation.
The Controller shall prepare and render such balance sheets, income statements,
budgets and other financial statements and reports as the Board or the Chairman
may require, and shall perform such other duties as may be prescribed or
assigned pursuant to these Bylaws and all other acts incident to the position of
Controller.

         (b) Each Assistant Controller shall perform such duties as from time to
time may be assigned by the Controller or by the Board. In the event of the
absence, incapacity or


                                                                              10
<PAGE>   16
inability to act of the Controller, then any Assistant Controller may perform
any of the duties and may exercise any of the powers of the Controller.

         3.8 Powers and Duties of the Treasurer and Assistant Treasurers. (a)
The Treasurer shall have the care and custody of all the funds and securities of
the Corporation, except as may be otherwise ordered by the Board, and shall
cause such funds (i) to be invested or reinvested from time to time for the
benefit of the Corporation as may be designated by the Board, the Chairman, the
President, the Chief Financial Officer or the Treasurer or (ii) to be deposited
to the credit of the Corporation in such banks or depositories as may be
designated by the Board, the Chairman, the President, the Chief Financial
Officer or the Treasurer, and shall cause such securities to be placed in
safekeeping in such manner as may be designated by the Board, the Chairman, the
President, the Chief Financial Officer or the Treasurer.

         (b) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman, the
President, the Chief Financial Officer or the Treasurer may endorse in the name
and on behalf of the Corporation all instruments for the payment of money, bills
of lading, warehouse receipts, insurance policies and other commercial documents
requiring such endorsement.

         (c) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman, the
President, the Chief Financial Officer or the Treasurer (i) may sign all
receipts and vouchers for payments made to the Corporation; (ii) shall render a
statement of the cash account of the Corporation to the Board as often as it
shall require the same; and (iii) shall enter regularly in books to be kept for
that purpose full and accurate account of all moneys received and paid on
account of the Corporation and of all securities received and delivered by the
Corporation.

         (d) The Treasurer shall perform such other duties as may be prescribed
or assigned pursuant to these Bylaws and all other acts incident to the position
of Treasurer. Each Assistant Treasurer shall perform such duties as may from
time to time be assigned by the Treasurer or by the Board. In the event of the
absence, incapacity or inability to act of the Treasurer, then any Assistant
Treasurer may perform any of the duties and may exercise any of the powers of
the Treasurer.

         3.9 Powers and Duties of the Secretary and Assistant Secretaries. (a)
The Secretary, or an Assistant Secretary designated by the Secretary, shall keep
the minutes of all proceedings of the stockholders, the Board and the Committees
of the Board. The Secretary, or an Assistant Secretary designated by the
Secretary, shall attend to the giving and serving of all notices of the
Corporation, in accordance with the provisions of these Bylaws and as required
by applicable law. The Secretary, or an Assistant Secretary designated by the
Secretary, shall be the custodian of the seal of the Corporation. The Secretary
shall affix or cause to be affixed the seal of the Corporation to such
contracts, instruments and other documents requiring the seal of the
Corporation, and when so affixed may attest the same


                                                                              11
<PAGE>   17
and shall perform such other duties as may be prescribed or assigned pursuant to
these By-laws and all other acts incident to the position of Secretary.

         (b) The Secretary shall cause to be prepared and maintained (i) a stock
ledger containing the names and addresses of all stockholders and the number of
shares held by each and (ii) the list of stockholders for each meeting of the
stockholders as required by Section 1.11 of these By-laws. The Secretary shall
be responsible for the custody of all stock books and of all unissued stock
certificates.

         (c) Each Assistant Secretary shall perform such duties as may from time
to time be assigned by the Secretary or by the Board. In the event of the
absence, incapacity or inability to act of the Secretary, then any Assistant
Secretary may perform any of the duties and may exercise any of the powers of
the Secretary.

4.       INDEMNIFICATION.

         4.1 (a) Right to Indemnification. The Corporation, to the fullest
extent permitted by applicable law as then in effect, shall indemnify any person
who is or was a Director or officer of the Corporation and who is or was
involved in any manner (including, without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Corporation to procure a judgment in its
favor) (a "Proceeding") by reason of the fact that such person 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, fiduciary or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) (a
"Covered Entity"), against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding. Any Director or officer of the
Corporation entitled to indemnification as provided in this Section 4.1(a) is
hereinafter called an "Indemnitee." Any right of an Indemnitee to
indemnification shall be a contract right and shall include the right to
receive, prior to the conclusion of any Proceeding, payment of any expenses
incurred by the Indemnitee in connection with such Proceeding, consistent with
the provisions of applicable law as then in effect and the other provisions of
this Article 4.

         (b) Effect of Amendments. Neither the amendment or repeal of, nor the
adoption of a provision inconsistent with, any provision of this Article 4
(including, without limitation, this Section 4.1(b)) shall adversely affect the
rights of any Director or officer under this Article 4: (i) with respect to any
Proceeding commenced or threatened prior to such amendment, repeal or adoption
of an inconsistent provision or (ii) after the occurrence of a Change in
Control, with respect to any Proceeding arising out of any action or omission
occurring prior to such amendment, repeal or adoption of an inconsistent
provision, in either case without the written consent of such Director or
officer.


                                                                              12
<PAGE>   18
         4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any indemnified person against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 4.1(a) or Section 4.5 of this Article 4 or incurred by any indemnified
person in connection with any Proceeding referred to in such Sections, to the
fullest extent permitted by applicable law as then in effect. The Corporation
may enter into contracts with any Director, officer, employee or agent of the
Corporation or any director, officer, employee, fiduciary or agent of any
Covered Entity in furtherance of the provisions of this Article 4 and may create
a trust fund or use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article 4.

         4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to which
any indemnified person may otherwise be entitled, and the provisions of this
Article 4 shall inure to the benefit of the heirs and legal representatives of
any indemnified person under this Article 4 and shall be applicable to
Proceedings commenced or continuing after the adoption of this Article 4,
whether arising from acts or omissions occurring before or after such adoption.

         4.4 Advancement of Expenses; Procedures; Presumptions and Effect of
Certain Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to the advancement of expenses and the right to
indemnification under this Article 4:

         (a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of an Indemnitee in connection with any Proceeding shall be advanced to
the Indemnitee by the Corporation within twenty (20) days after the receipt by
the Corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Any such statement or statements shall
reasonably evidence the expenses incurred by the Indemnitee and shall include
any written affirmation or undertaking required by applicable law in effect at
the time of such advance.

         (b) Procedures for Determination of Entitlement to Indemnification. (i)
To obtain indemnification under this Article 4, an Indemnitee shall submit to
the Secretary of the Corporation a written request, including such documentation
and information as is reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of the
Indemnitee's entitlement to indemnification shall be made not later than sixty
(60) days after receipt by the Corporation of the written request for
indemnification together with the Supporting Documentation. The Secretary of the
Corporation shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that the Indemnitee has requested indemnification.


                                                                              13
<PAGE>   19
         (ii) The Indemnitee's entitlement to indemnification under this Article
4 shall be determined in one of the following ways: (A) by a majority vote of
the Disinterested Directors (as hereinafter defined), if they constitute a
quorum of the Board; (B) by a written opinion of Independent Counsel (as
hereinafter defined) if (x) a Change in Control shall have occurred and the
Indemnitee so requests or (y) a quorum of the Board consisting of Disinterested
Directors is not obtainable or, even if obtainable, a majority of such
Disinterested Directors so directs; (C) by the stockholders of the Corporation
(but only if a majority of the Disinterested Directors, if they constitute a
quorum of the Board, presents the issue of entitlement to indemnification to the
stockholders for their determination); or (D) as provided in Section 4.4(c) of
this Article 4.

         (iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 4.4(b)(ii), a majority
of the Disinterested Directors shall select the Independent Counsel, but only an
Independent Counsel to which the Indemnitee does not reasonably object;
provided, however, that if a Change in Control shall have occurred, the
Indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which a majority of the Disinterested Directors does not reasonably
object.

         (c) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article 4, if a Change in Control shall have
occurred, the Indemnitee shall be presumed to be entitled to indemnification
under this Article 4 (with respect to actions or failures to act occurring prior
to such Change in Control) upon submission of a request for indemnification
together with the Supporting Documentation in accordance with Section 4.4(b) of
this Article 4, and thereafter the Corporation shall have the burden of proof to
overcome that presumption in reaching a contrary determination. In any event, if
the person or persons empowered under Section 4.4(b) of this Article 4 to
determine entitlement to indemnification shall not have been appointed or shall
not have made a determination within sixty (60) days after receipt by the
Corporation of the request therefor together with the Supporting Documentation,
the Indemnitee shall be deemed to be, and shall be, entitled to indemnification
unless (A) the Indemnitee misrepresented or failed to disclose a material fact
in making the request for indemnification or in the Supporting Documentation or
(B) such indemnification is prohibited by law. The termination of any Proceeding
described in Section 4.1 of this Article 4, or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely affect the right
of the Indemnitee to indemnification or create a presumption that the Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation or,
with respect to any criminal Proceeding, that the Indemnitee had reasonable
cause to believe that his or her conduct was unlawful.

         (d) Remedies of Indemnitee. (i) In the event that a determination is
made pursuant to Section 4.4(b) of this Article 4 that the Indemnitee is not
entitled to indemnification under this Article 4, (A) the Indemnitee shall be
entitled to seek an


                                                                              14
<PAGE>   20
adjudication of his or her entitlement to such indemnification either, at the
Indemnitee's sole option, in (x) an appropriate court of the State of Nevada or
any other court of competent jurisdiction or (y) an arbitration to be conducted
by a single arbitrator pursuant to the rules of the American Arbitration
Association; (B) any such judicial proceeding or arbitration shall be de novo
and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (C) if a Change in Control shall have occurred, in any such
judicial proceeding or arbitration the Corporation shall have the burden of
proving that the Indemnitee is not entitled to indemnification under this
Article 4 (with respect to actions or failures to act occurring prior to such
Change in Control).

         (ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.4(b) or (c) of this Article 4, that the Indemnitee
is entitled to indemnification, the Corporation shall be obligated to pay the
amounts constituting such indemnification within five (5) days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that (x) advancement of expenses is not
timely made pursuant to Section 4.4(a) of this Article 4 or (y) payment of
indemnification is not made within five (5) days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 4.4(b) or (c) of this Article 4, the Indemnitee shall be
entitled to seek judicial enforcement of the Corporation's obligation to pay to
the Indemnitee such advancement of expenses or indemnification. Notwithstanding
the foregoing, the Corporation may bring an action, in an appropriate court in
the State of Nevada or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in subclause (A) or (B) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.

         (iii) The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 4.4(d) that the
procedures and presumptions of this Article 4 are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Article 4.

         (iv) In the event that the Indemnitee, pursuant to this Section 4.4(d),
seeks a judicial adjudication of or an award in arbitration to enforce his or
her rights under, or to recover damages for breach of, this Article 4, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in such judicial
adjudication or arbitration.

If it shall be determined in such judicial adjudication or arbitration that the
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of expenses sought,


                                                                              15
<PAGE>   21
the expenses incurred by the Indemnitee in connection with such judicial
adjudication or arbitration shall be prorated accordingly.

         (e) Definitions. For purposes of this Article 4:

         (i) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A (or any amendment or
successor provision thereto) promulgated under the Securities Exchange Act of
1934 (the "Act"), whether or not the Corporation is then subject to such
reporting requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the voting power of
all outstanding shares of stock of the Corporation entitled to vote generally in
an election of Directors without the prior approval of at least two-thirds (2/3)
of the members of the Board in office immediately prior to such acquisition; (B)
the Corporation is a party to any merger or consolidation in which the
Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation's common stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's common stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger; (C) there is a sale, lease, exchange
or other transfer (in one transaction or a series of related transactions) of
all, or substantially all, the assets of the Corporation, or liquidation or
dissolution of the Corporation; (D) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter; or
(E) during any period of two (2) consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose any
new Director whose election or nomination for election by the stockholders was
approved by a vote of at least two-thirds (2/3) of the Directors then still in
office who were Directors at the beginning of such period) cease for any reason
to constitute at least a majority of the Board.

         (ii) "Disinterested Director" means a Director who is not or was not a
party to the Proceeding in respect of which indemnification is sought by the
Indemnitee.

         (iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five (5) years has been, retained to
represent: (a) the Corporation or the Indemnitee in any matter material to
either such party or (b) any other party to the Proceeding giving rise to a
claim for indemnification under this Article 4. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under
applicable standards of professional conduct, would have a conflict of interest
in representing either the Corporation or the Indemnitee in an action to
determine the Indemnitee's rights under this Article 4.


                                                                              16
<PAGE>   22
         4.5 Indemnification of Employees and Agents. Notwithstanding any other
provision of this Article 4, the Corporation, to the fullest extent permitted by
applicable law as then in effect, may indemnify any person other than a Director
or officer of the Corporation who is or was an employee or agent of the
Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed Proceeding by reasons of the fact that such
person is or was an employee or agent of the Corporation or, at the request of
the Corporation, a director, officer, employee, fiduciary or agent of a Covered
Entity against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding. The Corporation may also advance expenses
incurred by such employee, fiduciary or agent in connection with any such
Proceeding, consistent with the provisions of applicable law as then in effect.

         4.6 Severability. If any of this Article 4 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity, legality
and enforceability of the remaining provisions of this Article 4 (including,
without limitation, all portions of any Section of this Article 4 containing any
such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any way be affected
or impaired thereby; and (ii) to the fullest extent possible, the provisions of
this Article 4 (including, without limitation, all portions of any section of
this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

5.       CAPITAL STOCK.

         5.1 Stock Certificates. (a) Every holder of stock in the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him or her in the Corporation and designating the class and series of stock to
which such shares belong, which certificate shall otherwise be in such form as
the Board shall prescribe and as provided in Section 5.1(d). Each such
certificate shall be signed by, or in the name of, the Corporation by the
Chairman or the President or any Vice President, and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary.

         (b) If such certificate is countersigned by a transfer agent other than
the Corporation or its employee, or by a registrar other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles, and, if permitted by applicable law, any other signature on the
certificate may be a facsimile.

         (c) In case any officer who has signed or whose facsimile signature has
been placed upon a 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 such person were such officer at the date of issue.


                                                                              17
<PAGE>   23
         (d) Certificates of stock shall be issued in such form not inconsistent
with the Articles of Incorporation. They shall be numbered and registered in the
order in which they are issued. No certificate shall be issued until fully paid.

         (e) All certificates surrendered to the Corporation shall be cancelled
(other than treasury shares) with the date of cancellation and shall be retained
by the Chief Financial Officer, together with the powers of attorney to transfer
and the assignments of the shares represented by such certificates, for such
period of time as such officer shall designate.

         5.2 Record Ownership. A record of the name of the person, firm or
corporation and address of such holder of each certificate, the number of shares
represented thereby and the date of issue thereof shall be made on the
Corporation's books. The Corporation shall be entitled to treat the holder of
record of any share of stock as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to or interest in
any share on the part of any person, whether or not it shall have express or
other notice thereof, except as required by applicable law.

         5.3 Transfer of Record Ownership. Transfers of stock shall be made on
the books of the Corporation only by direction of the person named in the
certificate or such person's attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock 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 transferee request the Corporation to do so.

         5.4 Lost, Stolen or Destroyed Certificates. Certificates representing
shares of the Stock of the Corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board from time to time may authorize in
accordance with applicable law.

         5.5 Transfer Agent; Registrar; Rules Respecting Certificates. The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board may
adopt such rules and regulations as it may deem proper concerning the issue,
transfer and registration of stock certificates in accordance with applicable
law.

         5.6 Fixing Record Date for Determination of Stockholders of Record. (a)
The Board may fix, in advance, a date as the record date for the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting
of the stockholders or any adjournment thereof, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board, and which record date shall not be more than sixty (60) days nor less
than ten (10) days before the date of a meeting of the stockholders. If no
record date is fixed by the Board, the record date for determining the
stockholders


                                                                              18
<PAGE>   24
entitled to notice of or to vote at a stockholders' meeting 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. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

         (b) The Board may fix, in advance, a date as the record date for the
purpose of determining the stockholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or in order to make a determination of the stockholders for the purpose of any
other lawful action, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than sixty (60) calendar days prior to such action. If no
record date is fixed by the Board, the record date for determining the
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

6.       SECURITIES HELD BY THE CORPORATION.

         6.1 Voting. Unless the Board shall otherwise order, the Chairman, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Chief Financial Officer, the Controller, the Treasurer or the
Secretary shall have full power and authority, on behalf of the Corporation, to
attend, act and vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock and at such meeting to exercise any or all
rights and powers incident to the ownership of such stock, and to execute on
behalf of the Corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board from time to time may confer like powers upon any other
person or persons.

         6.2 General Authorization to Transfer Securities Held by the
Corporation. (a) Any of the following officers, to wit: the Chairman, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Chief Financial Officer, the Controller, the Treasurer, any
Assistant Controller, any Assistant Treasurer, and each of them, hereby is
authorized and empowered to transfer, convert, endorse, sell, assign, set over
and deliver any and all shares of stock, bonds, debentures, notes, subscription
warrants, stock purchase warrants, evidences of indebtedness, or other
securities now or hereafter standing in the name of or owned by the Corporation,
and to make, execute and deliver any and all written instruments of assignment
and transfer necessary or proper to effectuate the authority hereby conferred.

         (b) Whenever there shall be annexed to any instrument of assignment and
transfer executed pursuant to and in accordance with the foregoing Section
6.2(a), a certificate of the Secretary or any Assistant Secretary in office at
the date of such certificate setting forth the


                                                                              19
<PAGE>   25
provisions hereof and stating that they are in full force and effect and setting
forth the names of persons who are then officers of the Corporation, all persons
to whom such instrument and annexed certificate shall thereafter come shall be
entitled, without further inquiry or investigation and regardless of the date of
such certificate, to assume and to act in reliance upon the assumption that (i)
the shares of stock or other securities named in such instrument were
theretofore duly and properly transferred, endorsed, sold, assigned, set over
and delivered by the Corporation, and (ii) with respect to such securities, the
authority of these provisions of these Bylaws and of such officers is still in
full force and effect.

7.       DEPOSITARIES AND SIGNATORIES.

         7.1 Depositaries. The Chairman, the President, the Chief Financial
Officer and the Treasurer are each authorized to designate depositaries for the
funds of the Corporation deposited in its name or that of a Division of the
Corporation, or both, and the signatories with respect thereto in each case, and
from time to time, to change such depositaries and signatories, with the same
force and effect as if each such depositary and the signatories with respect
thereto and changes therein had been specifically designated or authorized by
the Board; and each depositary designated by the Board or by the Chairman, the
President, the Chief Financial Officer or the Treasurer shall be entitled to
rely upon the certificate of the Secretary or any Assistant Secretary of the
Corporation or of a Division of the Corporation setting forth the fact of such
designation and of the appointment of the officers of the Corporation or of the
Division or of both or of other persons who are to be signatories with respect
to the withdrawal of funds deposited with such depositary, or from time to time
the fact of any change in any depositary or in the signatories with respect
thereto.

         7.2 Signatories. Unless otherwise designated by the Board or by the
Chairman, the President, the Chief Financial Officer or the Treasurer, all
notes, drafts, checks, acceptances, orders for the payment of money and all
other negotiable instruments obligating the Corporation for the payment of money
shall be (a) signed by the Treasurer or any Assistant Treasurer and (b)
countersigned by the Controller or any Assistant Controller, or (c) either
signed or countersigned by the Chairman, the President, any Executive Vice
President, any Senior Vice President or any Vice President in lieu of either of
the officers designated in clause (a) or the officers designated in clause (b)
of this Section 7.2.

8.       SEAL.

         The seal of the Corporation shall be in such form and shall have such
content as the Board shall from time to time determine.

9.       FISCAL YEAR.

         The fiscal year of the Corporation shall end on December 31 in each
year, or on such other date as the Board shall determine.


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10.      WAIVER OF OR DISPENSING WITH NOTICE.

         (a) Whenever any notice of the time, place or purpose of any meeting of
the stockholders is required to be given by applicable law, the Articles of
Incorporation or these By-laws, a written waiver of notice, signed by a
stockholder entitled to notice of a stockholders' meeting, whether by telegraph,
cable or other form of recorded communication, whether signed before or after
the time set for a given meeting, shall be deemed equivalent to notice of such
meeting. Attendance of a stockholder in person or by proxy at a stockholders'
meeting shall constitute a waiver of notice to such stockholder of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting at the beginning of the meeting to the transaction of any business
because the meeting was not lawfully called or convened.

         (b) Whenever any notice of the time or place of any meeting of the
Board or Committee of the Board is required to be given by applicable law, the
Articles of Incorporation or these Bylaws, a written waiver of notice signed by
a Director, whether by telegraph, cable or other form of recorded communication,
whether signed before or after the time set for a given meeting, shall be deemed
equivalent to notice of such meeting. Attendance of a Director at a meeting
shall constitute a waiver of notice to such Director of such meeting.

         (c) No notice need be given to any person with whom communication is
made unlawful by any law of the United States or any rule, regulation,
proclamation or executive order issued under any such law.

11.      POLITICAL CONTRIBUTIONS BY THE CORPORATION.

         The Corporation and its direct and indirect subsidiaries shall be
permitted to make contributions or expenditures (a) in connection with the
election of any candidate for state or local political office in jurisdictions
which permit such contributions, including contributions to any committee
supporting such a candidate, to the extent such contributions or expenditures
are permitted by applicable law, and (b) to the extent necessary to permit in
the United States the expenditure of corporate assets for the payment of
expenses for establishing, registering and administering any political action
committee and of soliciting contributions thereto, all as may be authorized by
federal or state laws.

12.      TRANSFER OF SHARES TO ALIENS.

         Except as otherwise provided by law, not more than twenty percent (20%)
of the aggregate number of shares of stock outstanding shall at any time be
owned of record by or for the account of aliens or their representatives, a
foreign government or representative thereof or any corporation organized under
the laws of a foreign country.


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         Shares of stock shall be transferable on the books of the Corporation
to aliens and their representatives, foreign governments and representatives
thereof, and corporations organized under the laws of foreign countries (or to
any persons holding for the account of aliens and their representatives, foreign
governments and representatives thereof, and corporations organized under the
laws of foreign countries) only, if after giving effect to such transfer, the
aggregate number of shares of voting stock owned by or for the account of aliens
and their representatives, foreign governments and representatives thereof and
corporations organized under the laws of foreign countries, would be not more
than twenty percent (20%) of the number of shares of stock then outstanding.

         The Board of Directors may from time to time make such rules and
regulations as it may deem necessary or appropriate to enforce the foregoing
provisions of this Section 12.

13.      AMENDMENT OF BYLAWS.

         These Bylaws, or any of them, may from time to time be supplemented,
amended or repealed, or new Bylaws may be adopted, by the Board at any regular
or special meeting of the Board, if such supplement, amendment, repeal or
adoption is approved by a majority of the entire Board. These Bylaws, or any of
them, may from time to time be supplemented, amended or repealed, or new Bylaws
may be adopted, by the stockholders at any regular or special meeting of the
stockholders at which a quorum is present, if such supplement, amendment, repeal
or adoption is approved by the affirmative vote of the holders of at least a
majority of the voting power of all outstanding shares of stock of the
Corporation entitled to vote generally in an election of directors.

14.      OFFICES AND AGENT.

         (a) Registered Office and Agent. The registered office of the
Corporation in the State of Nevada shall be c/o The Corporation Trust Company of
Nevada, One East First Street, City of Reno, County of Washoe, State of Nevada.
The name of the registered agent is The Corporation Trust Company of Nevada. The
registered agent has a business office identical with such registered office.

         (b) Other Offices. The Corporation may also have offices at other
places, either within or outside the State of Nevada, as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.


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