<PAGE>   1
                                                                     EXHIBIT 3.2




                                     BYLAWS


                                       OF


                                   FWT, INC.

                              A TEXAS CORPORATION




                    (ADOPTED EFFECTIVE AS OF APRIL 24, 1998)

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                     <C>
ARTICLE I.   OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 1.1 Registered Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 1.2 Additional Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II.   SHAREHOLDERS MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 2.1 Annual Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 2.2 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 2.3 Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
       Section 2.4 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
       Section 2.5 Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Section 2.5.1. Voting Lists  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Section 2.5.2. Votes Per Share   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Section 2.5.3. Proxies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Section 2.5.4. Required Vote   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
       Section 2.6 Consents in Lieu of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III.   DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
       Section 3.1 Purpose  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
       Section 3.2 Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
       Section 3.3 Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
       Section 3.4 Vacancies and Newly-Created Directorships  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Section 3.4.1. Vacancies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Section 3.4.2. Newly-Created Directorships   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Section 3.4.3. Election by Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 3.5 Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 3.6 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV.   BOARD MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 4.1 Annual Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 4.2 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 4.3 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
       Section 4.4 Quorum, Required Vote  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
       Section 4.5 Consent In Lieu of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE V.   COMMITTEES OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
       Section 5.1 Establishment; Standing Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Section 5.1.1. Finance Committee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Section 5.1.2. Audit Committee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Section 5.1.3. Compensation Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
       Section 5.2 Available Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>





                                     (i)
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<TABLE>
<S>                                                                                                                    <C>
       Section 5.3 Alternate Members  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
       Section 5.4 Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE VI.   OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
       Section 6.1 Elected Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Section 6.1.1. Chairman of the Board   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.2. President   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.3. Chief Operating Officer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.4. Vice President.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.5. Secretary   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.6. Assistant Secretaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.7. Treasurer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Section 6.1.8. Assistant Treasurers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
               Section 6.1.9. Divisional Officers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       Section 6.2 Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 
       Section 6.3 Appointed Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       Section 6.4 Multiple Officeholders, Shareholder and Director Officers  . . . . . . . . . . . . . . . . . . . . . 8
       Section 6.5 Compensation, Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       Section 6.6 Additional Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
       Section 6.7 Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VII.   SHARE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
       Section 7.1 Entitlement to Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
       Section 7.2 Multiple Classes of Stock; Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
       Section 7.3 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
       Section 7.4 Issuance and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
       Section 7.5 Lost Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
       Section 7.6 Transfer of Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
       Section 7.7 Registered Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE VIII.   INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
       Section 8.1 Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
       Section 8.2 Mandatory Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       Section 8.3 Prohibited Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       Section 8.4 Termination of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       Section 8.5 Judgments, Expenses, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       Section 8.6 Determination of Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
       Section 8.7 Determination of Reasonableness of Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
       Section 8.8 Indemnification Against Reasonable Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
       Section 8.9 Payments in Advance of Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
       Section 8.10 Written Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.11 Consistency with Articles of Incorporation  . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.12 Other Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.13 Officers and Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
</TABLE>





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<TABLE>
<S>                                                                                                                    <C>
       Section 8.14 Other Capacities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.15 Further Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       Section 8.17 Report To Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       Section 8.18 Employee Benefit Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       Section 8.19 Change in Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE IX.   INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       Section 9.1 Validity; Disclosure; Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       Section 9.2 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       Section 9.3 Non-exclusive  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE X.   MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       Section 10.1 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       Section 10.2 Fixing Record Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       Section 10.3  Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.4 Attendance via Communications Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.5 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.6 Reserves  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.7 Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.8 Contracts and Negotiable Instruments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       Section 10.9 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       Section 10.10  Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       Section 10.11  Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       Section 10.12  Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       Section 10.13  Surety Bonds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       Section 10.14  Proxies in Respect of Securities of Other Corporations  . . . . . . . . . . . . . . . . . . . .  19
       Section 10.15  Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>





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<PAGE>   5
                                    BYLAWS
                                      OF
                                   FWT, INC.


                                   ARTICLE I.

                                    OFFICES

         Section 1.1      Registered Office.  The registered office of the
Company within the State of Texas shall be located at either (i) the principal
place of business of the Company in the State of Texas or (ii) the office of
the corporation or individual acting as the Company's registered agent in
Texas.

         Section 1.2      Additional Offices.  The Company may, in addition to
its registered office in the State of Texas, have such other offices and places
of business, both within and without the State of Texas, as the Board of
Directors of the Company (the "BOARD") may from time to time determine or as
the business and affairs of the Company may require.


                                  ARTICLE II.

                             SHAREHOLDERS MEETINGS

         Section 2.1      Annual Meetings.  Annual meetings of shareholders
shall be held at a place and time on any weekday which is not a holiday and
which is not more than 120 days after the end of the fiscal year of the Company
as shall be designated by the Board and stated in the notice of the meeting, at
which the shareholders shall elect the directors of the Company and transact
such other business as may properly be brought before the meeting.

         Section 2.2      Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by law
or by the articles of incorporation, (i) may be called by the chairman of the
board or the president and (ii) shall be called by the president or secretary
at the request in writing of a majority of the Board or shareholders owning
capital stock of the Company representing at least ten percent (10%) of the
votes of all capital stock of the Company entitled to vote thereat.  Such
request of the Board or the shareholders shall state the purpose or purposes of
the proposed meeting.

         Section 2.3      Notices.  Written or printed notice of each
shareholders' meeting stating the place, date and hour of the meeting shall be
given to each shareholder of record entitled to vote thereat by or at the
direction of the president, the secretary or the officer or person calling such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.  If said notice is for a shareholders' meeting other than an
annual meeting, it shall in addition state the purpose or purposes for which
said meeting is called, and the business transacted at such meeting shall be
limited to the matters so stated in said notice and any matters reasonably
related thereto.  If mailed, such notice shall be deemed to be delivered when
deposited in the United
<PAGE>   6
States mail addressed to each shareholder at his address as it appears on the
stock transfer books of the Company, with postage thereon prepaid.

         Section 2.4      Quorum.  The presence at a shareholders' meeting of
the holders, present in person or represented by proxy, of capital stock of the
Company representing a majority of the votes of all capital stock of the
Company entitled to vote thereat shall constitute a quorum at such meeting for
the transaction of business except as otherwise provided by law, the articles
of incorporation or these Bylaws.  If a quorum shall not be present or
represented at any meeting of the shareholders, a majority of the shareholders
entitled to vote thereat and present in person or represented by proxy shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented.  At any such reconvened meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for
the reconvened meeting, a notice of said reconvened meeting shall be given to
each shareholder entitled to vote at said meeting.  The shareholders present at
a duly convened meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

         Section 2.5      Voting of Shares.

                 Section 2.5.1.   Voting Lists.  The officer or agent who has
charge of the stock transfer books of the Company shall prepare, at least ten
(10) days before every meeting of shareholders, a complete list of the
shareholders entitled to vote thereat arranged in alphabetical order and
showing the address and the number of shares registered in the name of each
shareholder.  Such list shall be open to the examination of any such
shareholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) 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 and at the registered office of the Company.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.  The original stock transfer books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.  Failure to comply with the requirements
of this section shall not affect the validity of any action taken at said
meeting.

                 Section 2.5.2.   Votes Per Share.  Unless otherwise provided
by law or in the articles of incorporation, each shareholder shall be entitled
to one vote, in person or by proxy, on each matter submitted to a vote at a
meeting of the shareholders, for each share of capital stock held by such
shareholder.

                 Section 2.5.3.   Proxies.  Every shareholder entitled to vote
at a meeting or to express consent or dissent without a meeting or a
shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.  Each proxy shall be in writing, executed by
the shareholder group, the proxy or by his duly authorized attorney.  No proxy
shall be voted on or after eleven (11) months from its date, unless the proxy
provides for a





                                       2





<PAGE>   7
longer period.  Each proxy shall be revocable unless expressly provided therein
to be irrevocable and unless otherwise made irrevocable by law.

                 Section 2.5.4.   Required Vote.  When a quorum is present at
any meeting, the vote of the holders of capital stock of the Company
representing a majority of the votes of all capital stock of the Company
entitled to vote thereat and present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one
upon which, by express provision of law or 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.

         Section 2.6      Consents in Lieu of Meeting.  Any action required to
be or which may be taken at any meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of shares having not less than the minimum number of votes that would
be necessary to take such action at a meeting at which the holders of all
shares entitled to vote on the action were present and voted.  Such signed
consent shall have the same force and effect as a unanimous vote of
shareholders and shall be filed with the minutes of proceedings of the
shareholders.

                                  ARTICLE III.

                                   DIRECTORS

         Section 3.1      Purpose.  The business and affairs of the Company
shall be managed by or under the direction of the Board, which may exercise all
such powers of the Company and do all such lawful acts and things as are not by
law, the articles of incorporation or these Bylaws directed or required to be
exercised or done by the shareholders.  Directors need not be shareholders or
residents of the State of Texas.

         Section 3.2      Number.  The number of directors constituting the
Board shall never be less than two (2) and shall be determined by resolution of
the Board, except for the number of directors constituting the initial Board,
which number is fixed by the articles of incorporation.

         Section 3.3      Election.  Directors shall be elected by the
shareholders by plurality vote at each annual meeting of shareholders, except
as hereinafter provided, and each director so elected shall hold office until
his successor has been duly elected and qualified.

         Section 3.4      Vacancies and Newly-Created Directorships.

                 Section 3.4.1.   Vacancies.  Any vacancy occurring in the
Board may be filled in accordance with subsection 3.4.3 of this Section 3.4 or
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board.  A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.





                                       3





<PAGE>   8
                 Section 3.4.2.   Newly-Created Directorships.  A directorship
to be filled by reason of an increase in the number of directors may be filled
in accordance with subsection 3.4.3 of this Section 3.4 or may be filled by the
Board for a term of office continuing only until the next election of one or
more directors by the shareholders; provided that the Board may not fill more
than two such directorships during the period between any two successive annual
meetings of shareholders.

                 Section 3.4.3.   Election by Shareholders.  Any vacancy
occurring in the Board or any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual or
special meeting of shareholders called for that purpose.

         Section 3.5      Removal.  Unless otherwise restricted by law, the
articles of incorporation or these Bylaws, any director or the entire Board may
be removed, with or without cause, by a majority vote of the shares then
entitled to vote at an election of directors, if notice of the intention to act
upon such matter shall have been given in the notice calling such meeting.

         Section 3.6      Compensation.  Unless otherwise restricted by the
articles of incorporation or these Bylaws, the Board shall have the authority
to fix the compensation of directors.  The directors may be reimbursed for
their expenses, if any, of attendance at each meeting of the Board and may be
paid either a fixed sum for attendance at each meeting of the Board or a stated
salary as director.  No such payment shall preclude any director from serving
the Company in any other capacity and receiving compensation therefor.  Members
of committees of the Board may be allowed like compensation for attending
committee meetings.

                                  ARTICLE IV.

                                 BOARD MEETINGS

         Section 4.1      Annual Meetings.  The Board shall meet as soon as
practicable after the adjournment of each annual shareholders' meeting at the
place of such shareholders' meeting.  No notice to the directors shall be
necessary to legally convene this meeting, provided a quorum is present.

         Section 4.2      Regular Meetings.  Regularly scheduled, periodic
meetings of the Board may be held without notice at such times and places as
shall from time to time be determined by resolution of the Board and
communicated to all directors.

         Section 4.3      Special Meetings.  Special meetings of the Board (i)
may be called by the chairman of the board or president and (ii) shall be
called by the president or secretary on the written request of two directors or
the sole director, as the case may be. Notice of each special meeting of the
Board shall be given, either personally or as hereinafter provided, to each
director at least (i) twenty-four (24) hours before the meeting if such notice
is delivered personally or by means of telephone, telegram, telex or facsimile
transmission delivery; (ii) two days before the meeting if such notice is
delivered by a recognized express delivery service; and (iii) three days before
the meeting if such notice is delivered through the United States mail.  Any
and all





                                       4





<PAGE>   9
business may be transacted at a special meeting which may be transacted at a
regular meeting of the Board.  Except as may be otherwise expressly provided by
law, the articles of incorporation or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in the
notice or waiver of notice of such meeting.

         Section 4.4      Quorum, Required Vote.  A majority of the directors
shall constitute a quorum for the transaction of business at any meeting of the
Board, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may be
otherwise specifically provided by law, the articles of incorporation or these
Bylaws.  If a quorum shall not be present at any meeting, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.

         Section 4.5      Consent In Lieu of Meeting.  Unless otherwise
restricted by the articles of incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board or any committee
thereof may be taken without a meeting, if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board or committee, as
the case may be.  Such signed consent shall have the same force and effect as a
unanimous vote at a meeting and shall be filed with the minutes of proceedings
of the Board or committee.


                                   ARTICLE V.

                            COMMITTEES OF DIRECTORS

         Section 5.1      Establishment; Standing Committees.  The Board may by
resolution establish, name or dissolve one or more committees, each committee
to consist of one or more of the directors.  Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.

                 Section 5.1.1.   Finance Committee.  The Finance Committee
shall, from time to time, meet to review the Company's consolidated operating
and financial affairs, with respect to the Company, and to report its findings
and recommendations to the Board for final action.  The Finance Committee shall
not be empowered to approve any corporate action, of whatever kind or nature,
and the recommendations of the Finance Committee shall not be binding on the
Board, except when, pursuant to the provisions of Section 5.2 hereof, such
power and authority have been specifically delegated to such committee by the
Board of resolution.  In addition to the foregoing, the specific duties of the
Finance Committee shall be determined by the Board by resolution.

                 Section 5.1.2.   Audit Committee.  The Audit Committee shall,
from time to time, but no less than two times per year, meet to review and
monitor the financial and cost accounting practices and procedures of the
Company, and to report its findings and recommendations to the Board for final
action.  The Audit Committee shall not be empowered to approve any corporate
action, of whatever kind or nature, and the recommendations of the Audit
Committee shall not be binding on the Board, except when, pursuant to the
provisions of Section 5.2 hereof, such power





                                       5





<PAGE>   10
and authority have been specifically delegated to such committee by the Board
by resolution.  In addition to the foregoing, the specific duties of the Audit
Committee shall be determined by the Board by resolution.

                 Section 5.1.3.   Compensation Committee.  The Compensation
Committee shall, from time to time, meet to review the various compensation
plans, policies and practices of the Company, and to report its findings and
recommendations to the Board for final action.  The Compensation Committee
shall not be empowered to approve any corporate action, of whatever kind or
nature, and the recommendations of the Compensation Committee shall not be
binding on the Board, except when, pursuant to the provisions of Section 5.2
hereof , such power and authority have been specifically delegated to such
committee by the Board by resolution.  In addition to the foregoing, the
specific duties of the Compensation Committee shall be determined by the Board
by resolution.

         Section 5.2      Available Powers.  Any committee established pursuant
to Section 5.1 hereof, including the Finance Committee, the Audit Committee and
the Compensation Committee, but only to the extent provided in the resolution
of the Board establishing such committee or otherwise delegating specific power
and authority to such committee and as limited by law, the articles of
incorporation and these Bylaws, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Company, and may authorize the seal of the Company to be affixed to all papers
which may require it.

         Section 5.3      Alternate Members. The Board may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee.

         Section 5.4      Procedures.  Time, place and notice, if any, of
meetings of a committee shall be determined by the members of such committee.
At meetings of a committee, a majority of the number of members designated by
the Board shall constitute a quorum for the transaction of business.  The act
of a majority of the members present at any meeting at which a quorum is
present shall be the act of the committee, except as otherwise specifically
provided by law, the articles of incorporation or these Bylaws.  If a quorum is
not present at a meeting of a committee, the members present may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum is present.


                                  ARTICLE VI.

                                    OFFICERS

         Section 6.1      Elected Officers.  The Board shall elect a president
and a secretary (collectively, the "REQUIRED OFFICERS") having the respective
duties enumerated below and may elect such other officers having the titles and
duties set forth below which are not reserved for the Required Officers or such
other titles and duties as the Board may by resolution from time to time
establish:





                                       6





<PAGE>   11
                 Section 6.1.1.   Chairman of the Board.  The chairman of the
board, or in his absence, the president, shall preside when present at all
meetings of the shareholders and the Board.  The chairman of the board shall
advise and counsel the president and other officers and shall exercise such
powers and perform such duties as shall be assigned to or required of him from
time to time by the Board or these Bylaws.  The chairman of the board may
execute bonds, mortgages and other contracts requiring a seal under the seal of
the Company, except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board to some other officer or agent of the Company.  The chairman of
the board may delegate all or any of his powers or duties to the president, if
and to the extent deemed by the chairman of the board to be desirable or
appropriate.

                 Section 6.1.2.   President.  The president shall be the chief
executive officer of the Company, shall have general and active management of
the business and affairs of the Company and shall see that all orders and
resolutions of the Board are carried into effect.  In the absence of the
chairman of the board or in the event of his inability or refusal to act, the
president shall perform the duties and exercise the powers of the chairman of
the board.

                 Section 6.1.3.   Chief Operating Officer.  In the absence of
the president or in the event of his inability or refusal to act, the chief
operations officer shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the president.  The chief operations officer shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

                 Section 6.1.4.   Vice Presidents.  The vice presidents shall
perform such duties and have such powers as the Board may from time to time
prescribe.

                 Section 6.1.5.   Secretary.  The secretary shall attend all
meetings of the shareholders, the Board and (as required) committees of the
Board and shall record all the proceedings of such meetings in minute books to
be kept for that purpose.  He shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board and shall
perform such other duties as may be prescribed by the Board or the president.
He shall have custody of the corporate seal of the Company and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary.  The Board may give general
authority to any other officer to affix the seal of the Company and to attest
the affixing thereof by his signature.

                 Section 6.1.6.   Assistant Secretaries.  The assistant
secretary, or if there be more than one, the assistant secretaries in the order
determined by the Board (or if there be no such determination, then in the
order of their election or appointment) shall, in the absence of the secretary
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

                 Section 6.1.7.   Treasurer.  Unless the Board by resolution
otherwise provides, the treasurer shall be the chief accounting and financial
officer of the Company.  The Treasurer shall





                                       7





<PAGE>   12
have the custody of the corporate funds and securities, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
Board.  He shall disburse the funds of the Company as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
president and the Board, at its regular meetings, or when the Board so
requires, an account of all his transactions as treasurer and of the financial
condition of the Company.

                 Section 6.1.8.   Assistant Treasurers.  The assistant
treasurer, or if there shall be more than one, the assistant treasurers in the
order determined by the Board (or if there be no such determination, then in
the order of their election or appointment) shall, in the absence of the
treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

                 Section 6.1.9.   Divisional Officers.  Each division of the
Company, if any, may have a president, secretary, treasurer or controller and
one or more vice presidents, assistant secretaries, assistant treasurers and
other assistant officers.  Any number of such offices may be held by the same
person.  Such divisional officers will be appointed by, report to and serve at
the pleasure of the Board and such other officers that the Board may place in
authority over them.  The officers of each division shall have such authority
with respect to the business and affairs of that division as may be granted
from time to time by the Board, and in the regular course of business of such
division may sign contracts and other documents in the name of the division
where so authorized; provided that in no case and under no circumstances shall
an officer of one division have authority to bind any other division of the
Company except as necessary in the pursuit of the normal and usual business of
the division of which he is an officer.

         Section 6.2      Election.  All elected officers shall serve until
their successors are duly elected and qualified or until their earlier death,
disqualification, retirement, resignation or removal from office.

         Section 6.3      Appointed Officers.  The Board may also appoint or
delegate the power to appoint such other officers, assistant officers and
agents, and may also remove such officers and agents or delegate the power to
remove same, as it shall from time to time deem necessary, and the titles and
duties of such appointed officers may be as described in Section 6.1 hereof for
elected officers; provided that the officers and any officer possessing
authority over or responsibility for any functions of the Board shall be
elected officers.

         Section 6.4      Multiple Officeholders, Shareholder and Director
Officers.  Any number of offices may be held by the same person, unless the
articles of incorporation or these Bylaws otherwise provide.  Officers need not
be shareholders or residents of the State of Texas.  Officers, such as the
chairman of the board and president, possessing authority over or
responsibility for any function of the Board must be directors.

         Section 6.5      Compensation, Vacancies.  The compensation of elected
officers shall be set by the Board.  The Board shall also fill any vacancy in
an elected office.  The compensation





                                       8





<PAGE>   13
of appointed officers and the filling of vacancies in appointed offices may be
delegated by the Board to the same extent as permitted by these Bylaws for the
initial filling of such offices.

         Section 6.6      Additional Powers and Duties.  In addition to the
foregoing especially enumerated powers and duties, the several elected and
appointed officers of the Company shall perform such other duties and exercise
such further powers as may be provided by law, the articles of incorporation or
these Bylaws or as the Board may from time to time determine or as may be
assigned to them by any competent committee or superior officer.

         Section 6.7      Removal.  Any officer or agent or member of a
committee elected or appointed by the Board may be removed by the Board
whenever in its judgment the best interest of the Company will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment of an officer or agent
or member of a committee shall not of itself create contract rights.


                                  ARTICLE VII.

                               SHARE CERTIFICATES

         Section 7.1      Entitlement to Certificates.  Every holder of the
capital stock of the Company, unless and to the extent the Board by resolution
provides that any or all classes or series of stock shall be uncertificated,
shall be entitled to have a certificate, in such form as is approved by the
Board and conforms with applicable law, certifying the number of shares owned
by him.  Each certificate representing shares shall state upon the face
thereof:

         (1)     that the corporation is organized under the laws of the State
                 of Texas;

         (2)     the name of the person to whom issued;

         (3)     the number and class of shares and the designation of the
                 series, if any, which such certificate represents; and

         (4)     the par value of each share represented by such certificate,
                 or a statement that the shares are without par value.

         Section 7.2      Multiple Classes of Stock; Preemptive Rights.  In the
event the Company shall be authorized to issue shares of more than one class,
each certificate representing shares issued by the Company (1) shall
conspicuously set forth on the face or back of the certificate a full statement
of (a) all of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued and, (b) if the Company is
authorized to issue shares of any preferred or special class in series, the
variations in the relative rights and preferences of the shares of each such
series to the extent they have been fixed and determined and the authority of
the Board to fix and determine the relative rights and preferences of
subsequent series; or (2) shall conspicuously state on the face or back of the
certificate that (a) such a statement is set forth in the articles of
incorporation on file in the office of the Secretary of State of the State of





                                       9





<PAGE>   14
Texas and (b) the Company will furnish a copy of such statement to the record
holder of the certificate without charge on written request to the Company at
its principal place of business or registered office.  Each certificate
representing shares issued by the Company (1) shall conspicuously set forth on
the face or back of the certificate a full statement of the limitation or
denial of preemptive rights contained in the articles of incorporation, or (2)
shall conspicuously state on the face or back of the certificate that (a) such
a statement is set forth in the articles of incorporation on file in the office
of the Secretary of State of the State of Texas and (b) the Company will
furnish a copy of such statement to the record holder of the certificate
without charge on request to the Company at its principal place of business or
registered office.

         Section 7.3      Signatures.  Each certificate representing capital
stock of the Company shall be signed by or in the name of the Company by (1)
the chairman of the board, the president or a vice president; and (2) the
treasurer, an assistant treasurer, the secretary or an assistant secretary of
the Company.  The signatures of the officers of the Company may be facsimiles.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to hold such office before such
certificate is issued, it may be issued by the Company with the same effect as
if he held such office on the date of issue.

         Section 7.4      Issuance and Payment. The Board or, in the case of
shares to be issued pursuant to a plan of conversion by a corporation that is a
converted entity, the plan of conversion, or, in the case of shares to be
issued pursuant to a plan of merger by a corporation created pursuant to the
plan of merger, the plan of merger may authorize shares to be issued for
consideration consisting of any tangible or intangible benefit to the Company
or other property of any kind or nature, including, cash, promissory notes,
services performed, contracts for services to be performed, other securities of
the Company, or securities of any other corporation, domestic or foreign, or
other entity.  Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid or delivered as required
in connection with the authorization of the shares.  When such consideration
shall have been paid or delivered the shares shall be deemed to have been
issued and the subscriber or shareholder entitled to receive such issue shall
be a shareholder with respect to such shares, and the shares shall be
considered fully paid and non-assessable.  In the absence of fraud in the
transaction, the judgment of the Board or the shareholders, or the party or
parties approving the plan of conversion or the plan of merger, as the case may
be, as to the value of the consideration received for shares shall be
conclusive.

         Section 7.5      Lost Certificates.  The Board may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Company a bond in such sum as it may direct as indemnity
against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed.





                                       10





<PAGE>   15
         Section 7.6      Transfer of Stock.  Upon surrender to the Company or
its transfer agent, if any, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer and of the payment of all taxes applicable to the transfer of said
shares, the Company shall be obligated to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books; provided, however, that the Company shall not be so obligated unless
such transfer was made in compliance with applicable state and federal
securities laws.

         Section 7.7      Registered Shareholders.  The Company shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, vote and be held liable for calls
and assessments and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any person other
than such registered owner, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.


                                 ARTICLE VIII.

                                INDEMNIFICATION

         Section 8.1      Definitions.  For purposes of this Article VIII:

         (1)     "Corporation" includes any domestic or foreign predecessor
                 entity of the Company in a merger, conversion, or other
                 transaction in which some or all of the liabilities of the
                 predecessor are transferred to the Company by operation of law
                 and in any other transaction in which the Company assumes the
                 liabilities of the predecessor but does not specifically
                 exclude liabilities that are the subject matter of this
                 article;

         (2)     "Director" means any person who is or was a director of the
                 Company and any person who, while a director of the Company,
                 is or was serving at the request of the Company as a director,
                 officer, partner, venturer, proprietor, trustee, employee, or
                 similar functionary of another foreign or domestic
                 corporation, employee benefit plan, other enterprise, or other
                 entity;

         (3)     "Expenses" include court costs and attorneys' fees;

         (4)     "Official capacity" means

                 (i)      when used with respect to a Director, the office of
                          Director in the Company, but does not include service
                          for any other foreign or domestic corporation or any
                          employee benefit plan, other enterprise, or other
                          entity;

                 (ii)     when used with respect to a person other than a
                          Director, the elective or appointive office in the
                          Company held by the officer or the employment
                          relationship undertaken by the employee on behalf of
                          the Company, but





                                       11





<PAGE>   16
                          does not include service for any other foreign or
                          domestic corporation, employee benefit plan, other
                          enterprise, or other entity; and

         (5)     "Proceeding" means any threatened, pending, or completed
                 action, suit, or proceeding, whether civil, criminal,
                 administrative, arbitrative, or investigative, any appeal in
                 such an action, suit, or proceeding, and any inquiry or
                 investigation that could lead to such an action, suit, or
                 proceeding.

         Section 8.2      Mandatory Indemnification.  The Company shall
indemnify a person who was, is, or is threatened to be made a named defendant
or respondent in a proceeding because the person is or was a Director only if
it is determined in accordance with Section 8.6 hereof that the person:

         (1)     conducted himself in good faith;

         (2)     reasonably believed:

                 (i)      in the case of conduct in his official capacity as a
                          Director of the Company, that his conduct was in the
                          Company's best interests; and

                 (ii)     in all other cases, that his conduct was at least not
                          opposed to the Company's best interests; and

         (3)     in the case of any criminal proceeding, had no reasonable
                 cause to believe his conduct was unlawful.

         Section 8.3      Prohibited Indemnification.  Except to the extent
permitted by Section 8.5 hereof, a Director may not be indemnified under
Section 8.2 hereof  in respect of a proceeding:

         (1)     in which the person is found liable on the basis that personal
                 benefit was improperly received by him, whether or not the
                 benefit resulted from an action taken in the person's official
                 capacity; or

         (2)     in which the person is found liable to the Company.

         Section 8.4      Termination of Proceedings.  The termination of a
proceeding by judgment, order, settlement, or conviction, or on a plea of nolo
contendere or its equivalent is not of itself determinative that the person did
not meet the requirements set forth in Section 8.2 hereof.  A person shall be
deemed to have been found liable in respect of any claim, issue or matter only
after the person shall have been so adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom.

         Section 8.5      Judgments, Expenses, etc.  A person may be
indemnified under Section 8.2 hereof against judgments, penalties (including
excise and similar taxes), fines, settlements, and reasonable expenses actually
incurred by the person in connection with the proceeding; but if the person is
found liable to the Company or is found liable on the basis that





                                       12





<PAGE>   17
personal benefit was improperly received by the person, the indemnification (1)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.

         Section 8.6      Determination of Indemnification.  A determination of
indemnification under Section 8.2 hereof must be made:

         (1)     by a majority vote of a quorum consisting of directors who at
                 the time of the vote are not named defendants or respondents
                 in the proceeding;

         (2)     if such a quorum cannot be obtained, by a majority vote of a
                 committee of the Board, designated to act in the matter by a
                 majority vote of all directors, consisting solely of two or
                 more directors who at the time of the vote are not named
                 defendants or respondents in the proceeding;

         (3)     by special legal counsel selected by the Board or a committee
                 thereof by vote as set forth in subsection (1) or (2) of this
                 Section 8.6, or, if such a quorum cannot be obtained and such
                 a committee cannot be established, by a majority vote of all
                 Directors; or

         (4)     by the shareholders of the Company in a vote that excludes the
                 shares held by Directors who are named defendants or
                 respondents in the proceeding.

         Section 8.7      Determination of Reasonableness of Expenses.
Determination as to reasonableness of expenses must be made in the same manner
as the determination that indemnification is permissible, except that if the
determination that indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses must be made in the
manner specified by subsection (3) of Section 8.6 hereof for the selection of
special legal counsel.

         Section 8.8      Indemnification Against Reasonable Expenses.  The
Company shall indemnify a Director against reasonable expenses incurred by him
in connection with a proceeding in which he is a named defendant or respondent
because he is or was a Director if he has been wholly successful, on the merits
or otherwise, in the defense of the proceeding.

         Section 8.9      Payments in Advance of Disposition.  Reasonable
expenses incurred by a Director who was, is, or is threatened to be made a
named defendant or respondent in a proceeding shall be paid or reimbursed by
the Company, in advance of the final disposition of the proceeding and without
any of the determinations specified in Sections 8.6 and 8.7 hereof, after the
Company receives a written affirmation by the Director of his good faith belief
that he has met the standard of conduct necessary for indemnification under
this Article VIII and a written undertaking by or on behalf of the Director to
repay the amount paid or reimbursed if it is ultimately determined that he has
not met those requirements.





                                       13





<PAGE>   18
         Section 8.10     Written Undertaking.  The written undertaking
required by Section 8.9 hereof must be an unlimited general obligation of the
Director but need not be secured.  It may be accepted without reference to
financial ability to make repayment.

         Section 8.11     Consistency with Articles of Incorporation.  Any
provision for the Company to indemnify or to advance expenses to a Director who
was, is, or is threatened to be made a named defendant or respondent in a
proceeding, whether contained in the articles of incorporation, these Bylaws, a
resolution of shareholders or Directors, an agreement, or otherwise, except in
accordance with Section 8.16 hereof, is valid only to the extent it is
consistent with this Article VIII as limited by the articles of incorporation,
if such a limitation exists.

         Section 8.12     Other Expenses.  Notwithstanding any other provision
of this Article VIII, the Company may pay or reimburse expenses incurred by a
Director in connection with his appearance as a witness or other participation
in a proceeding at a time when he is not a named defendant or respondent in the
proceeding.

         Section 8.13     Officers and Employees .  An officer or employee of
the Company shall be indemnified as, and to the same extent, provided by
Section 8.8 hereof for a Director and is entitled to seek indemnification under
such section to the same extent as a Director.  The Company shall advance
expenses to an officer and may advance expenses to an employee of the Company
to the same extent that it shall advance expenses to Directors under this
Article VIII.

         Section 8.14     Other Capacities.  A corporation may indemnify and
advance expenses to persons who are not or were not officers or employees of
the Company, but who are or were serving at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee or similar
functionary of another foreign or domestic corporation, employee benefit plan,
other enterprise, or other entity to the same extent that it shall indemnify
and advance expenses to Directors under this Article VIII.

         Section 8.15     Further Indemnification.  The Company may indemnify
and advance expenses to an officer, employee or person identified in Section
8.14 hereof and who is not a Director to such further extent, consistent with
law, as may be provided by the articles of incorporation, these Bylaws, general
or specific action of the Board, or contract or as permitted or required by
common law.

         Section 8.16     Insurance.  The Company may purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
Director, officer or employee of the Company or who is or was serving at the
request of the Company as a director, officer, partner, venturer, proprietor,
trustee, employee or similar functionary of another foreign or domestic
corporation, employee benefit plan, other enterprise, or other entity against
any liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person, whether or not the Company would
have the power to indemnify him against that liability under this Article VIII.
If the insurance or other arrangement is with a person or entity that is not
regularly engaged in the business of providing insurance coverage, the
insurance or arrangement may provide for payment of a liability with respect to
which the Company would not have the





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<PAGE>   19
power to indemnify the person only if including coverage for the additional
liability has been approved by the shareholders of the Company.  Without
limiting the power of the Company to procure or maintain any kind of insurance
or other arrangement, the Company may, for the benefit of persons indemnified
by the Company, (1) create a trust fund; (2) establish any form of
self-insurance; (3) secure its indemnity obligation by grant of a security
interest or other lien on the assets of the Company; or (4) establish a letter
of credit, guaranty, or surety arrangement.  The insurance or other arrangement
may be procured, maintained, or established within the Company or with any
insurer or other person deemed appropriate by the Board regardless of whether
all or part of the stock or other securities of the insurer or other person are
owned in whole or part by the Company.  In the absence of fraud, the judgment
of the Board as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the Directors approving the insurance or
arrangement to liability, on any ground, regardless of whether Directors
participating in the approval are beneficiaries of the insurance or
arrangement.

         Section 8.17     Report To Shareholders.  Any indemnification of or
advance of expenses to a Director in accordance with this Article VIII shall be
reported in writing to the shareholders with or before the notice or waiver of
notice of the next shareholders' meeting or with or before the next submission
to shareholders of a consent to action without a meeting pursuant to Section A,
Article 9.10, of the Texas Business Corporation Act and, in any case, within
the 12-month period immediately following the date of the indemnification or
advance.

         Section 8.18     Employee Benefit Plans.  For purposes of this Article
VIII, the Company is deemed to have requested a Director to serve as a trustee,
employee or similar functionary of an employee benefit plan whenever the
performance by him of his duties to the Company also imposes duties on or
otherwise involves services by him to the plan or participants or beneficiaries
of the plan.  Excise taxes assessed on a Director with respect to an employee
benefit plan pursuant to applicable law are deemed fines.  Action taken or
omitted by a director with respect to an employee benefit plan in the
performance of his duties for a purpose reasonably believed by him to be in the
interest of the participants and beneficiaries of the plan is deemed to be for
a purpose which is not opposed to the best interests of the Company.

         Section 8.19     Change in Governing Law.  In the event of any
amendment or addition to Article 2.02-1 of the Texas Business Corporation Act
or the addition of any other section to such law which shall limit
indemnification rights thereunder, the Company shall, to the extent permitted
by the Texas Business Corporation Act, indemnify to the fullest extent
authorized or permitted hereunder, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the Company), by reason of the fact
that he is or was a Director, officer or employee of the Company or is or was
serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee or similar functionary of another
foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against all
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable





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<PAGE>   20
expenses (including attorneys' fees and court costs) actually and reasonably
incurred by him in connection with such action, suit or proceeding.

                                  ARTICLE IX.

                INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS

         Section 9.1      Validity; Disclosure; Approval.  An otherwise valid
contract or transaction between the Company and one or more of its directors or
officers, or between the Company and any other domestic or foreign corporation,
or other entity in which one or more of its directors or officers are directors
or officers or have a financial interest, shall be valid notwithstanding
whether the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if any one of
the following is satisfied:

                 (1)      the material facts as to his relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the Board or the committee, and the Board or committee in good faith
         authorizes the contract or transaction by the affirmative vote of a
         majority of the disinterested directors, even though the disinterested
         directors be less than a quorum; or

                 (2)      the material facts as to his relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the shareholders entitled to vote thereon, and the contract or
         transaction is specifically approved in good faith by vote of the
         shareholders; or

                 (3)      the contract or transaction is fair as to the Company
         as of the time it is authorized, approved, or ratified by the Board, a
         committee thereof, or the shareholders.

         Section 9.2      Quorum.  Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board or by
a committee which authorizes the contract or transaction.

         Section 9.3      Non-exclusive.  This Article IX shall not be
construed to invalidate any contract or transaction which would be valid in the
absence of this Article IX.





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<PAGE>   21
                                   ARTICLE X.

                                 MISCELLANEOUS

         Section 10.1     Place of Meetings.  All shareholders, directors and
committee meetings shall be held at such place or places, within or without the
State of Texas, as shall be designated from time to time by the Board or such
committee and stated in the notices thereof.  If no such place is so
designated, said meetings shall be held at the principal business office of the
Company.

         Section 10.2     Fixing Record Dates.

                 (a)      In order that the Company may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, to receive payment of any dividend or other
distribution or allotment of any rights, to exercise any rights in respect of
any change, conversion or exchange of stock or to effect any other lawful
action, or to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
may fix, in advance, a record date for any such determination of shareholders,
which shall not be more than sixty (60) nor less than ten (10) days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.  In the absence of any action by the Board, the
date on which a notice of meeting is given, or the date the Board adopts the
resolution declaring a dividend or other distribution or allotment or approving
any change, conversion or exchange, as the case may be, shall be the record
date.  A record date validly fixed for any meeting of shareholders and the
determination of shareholders entitled to vote at such meeting shall be valid
for any adjournment of said meeting except where such determination has been
made through the closing of stock transfer books and the stated period of
closing has expired.

                 (b)      In order that the Company may determine the
shareholders entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which date shall not be more than ten (10) days after the date upon
which the resolution fixing the record date is adopted by the Board.  If no
record date has been fixed by the Board, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is otherwise required, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the Company by delivery to its registered
office in the State of Texas, its principal place of business, or an officer or
agent of the Company having custody of the book in which proceedings of
meetings of stockholders are recorded.  Delivery made to the Company's
registered office shall be by hand or by certified or registered mail, return
receipt requested.  If no record date has been fixed by the Board and prior
action by the Board is required, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board adopts the resolution
taking such prior action.





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<PAGE>   22
         Section 10.3  Waiver of Notice.  Whenever any notice is required to be
given under law, the articles of incorporation or these Bylaws, a written
waiver of such notice, signed before or after the date of such meeting by the
person or persons entitled to said notice, shall be deemed equivalent to such
required notice.  All such waivers shall be filed with the corporate records.
Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         Section 10.4     Attendance via Communications Equipment. Unless
otherwise restricted by law, the articles of incorporation or these Bylaws,
members of the Board, members of any committee thereof or the shareholders may
hold a meeting by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can
effectively communicate with each other.  Such participation in a meeting shall
constitute presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         Section 10.5     Dividends.  Dividends on the capital stock of the
Company, paid in cash, property, or securities of the Company, or any
combination thereof, and as may be limited by applicable law and applicable
provisions of the articles of incorporation (if any), may be declared by the
Board at any regular or special meeting.

         Section 10.6     Reserves.  Before payment of any dividend, there may
be set aside out of any funds of the Company available for dividends such sum
or sums as the Board from time to time, in its absolute discretion, thinks
proper as a reserve or reserves to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the Company, or for
such other purpose as the Board shall determine to be in the best interest of
the Company; and the Board may modify or abolish any such reserve in the manner
in which it was created.

         Section 10.7     Reports to Shareholders.  The Board shall present at
each annual meeting of shareholders, and at any special meeting of shareholders
when called for by vote of the shareholders, a statement of the business and
condition of the Company.

         Section 10.8     Contracts and Negotiable Instruments.  Except as
otherwise provided by law or these Bylaws, any contract or other instrument
relative to the business of the Company may be executed and delivered in the
name of the Company and on its behalf by the chairman of the board, the
president or any vice president; and the Board may authorize any other officer
or agent of the Company to enter into any contract or execute and deliver any
contract in the name and on behalf of the Company, and such authority may be
general or confined to specific instances as the Board may by resolution
determine.  All bills, notes, checks or other instruments for the payment of
money shall be signed or countersigned by such officer, officers, agent or
agents and in such manner as are permitted by these Bylaws and/or as, from time
to time, may be prescribed by resolution (whether general or special) of the
Board.  Unless authorized so to do by these Bylaws or by the Board, no officer,
agent or employee shall have any power or authority to bind the Company by any
contract or engagement, or to pledge its credit, or to render it liable
pecuniarily for any purpose or to any amount.





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<PAGE>   23
         Section 10.9     Fiscal Year.  The fiscal year of the Company shall be
fixed by resolution of the Board.

         Section 10.10  Seal.  The seal of the Company shall be in such form as
shall from time to time be adopted by the Board.  The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.

         Section 10.11  Books and Records.  The Company shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board and committees and shall keep at its registered
office or principal place of business, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of the shares held by each.

         Section 10.12  Resignation.  Any director, committee member, officer
or agent may resign by giving written notice to the chairman of the board, the
chief operations officer, the president or the secretary.  The resignation
shall take effect at the time specified therein, or immediately if no time is
specified.  Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 10.13  Surety Bonds.  Such officers and agents of the Company
(if any) as the chairman of the board, the president or the Board may direct,
from time to time, shall be bonded for the faithful performance of their duties
and for the restoration to the Company, in case of their death, resignation,
retirement, disqualification or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in their possession or
under their control belonging to the Company, in such amounts and by such
surety companies as the chairman of the board, the president or the Board may
determine.  The premiums on such bonds shall be paid by the Company and the
bonds so furnished shall be in the custody of the Secretary.

         Section 10.14  Proxies in Respect of Securities of Other Corporations.
The chairman of the board, the president, the chief operations officer, any
vice president or the secretary may from time to time appoint an attorney or
attorneys or an agent or agents for the Company to exercise, in the name and on
behalf of the Company, the powers and rights which the Company may have as the
holder of stock or other securities in any other corporation to vote or consent
in respect of such stock or other securities, and the chairman of the board,
the president, the chief operations officer, any vice president or the
secretary may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and the chairman of the board, the
president, the chief operations officer, any vice president or the secretary
may execute or cause to be executed, in the name and on behalf of the Company
and under its corporate seal or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in order that the Company may
exercise such powers and rights.

         Section 10.15  Amendments.  These Bylaws may be altered, amended,
repealed or replaced by the shareholders, or by the Board when such power is
conferred upon the Board by the articles of incorporation, at any annual
shareholders meeting or annual or regular meeting of the Board, or at any
special meeting of the shareholders or of the Board if notice of such





                                       19





<PAGE>   24
alteration, amendment, repeal or replacement is contained in the notice of such
special meeting.  If the power to adopt, amend, repeal or replace these Bylaws
is conferred upon the Board by the articles of incorporation, the power of the
shareholders to so adopt, amend, repeal or replace these Bylaws shall not be
divested or limited thereby.





                                       20