<PAGE>

                                                                     Exhibit 3.2

                            SECOND RESTATED BYLAWS

                                      OF

                             PLANAR SYSTEMS, INC.



                                   ARTICLE 1

                                    OFFICES

          1.1  Principal Office.  The principal office of the corporation shall
               ----------------
be located at 1400 S.W. Compton Drive, Beaverton, Oregon 97006.  The corporation
may have such other offices as the Board of Directors may designate or as the
business of the corporation may from time to time require.

          1.2  Registered Office.  The registered office of the corporation
               -----------------
required by the Oregon Business Corporation Act to be maintained in the State of
Oregon may be, but need not be, identical with the principal office in the State
of Oregon, and the address of the registered office may be changed from time to
time by the Board of Directors.


                                   ARTICLE 2

                                 SHAREHOLDERS

          2.1  Annual Meeting.  The corporation shall hold its annual meeting of
               --------------
shareholders on the first Tuesday in December of each year, beginning at 10:00
a.m., unless a different date and time are fixed by the Board of Directors and
stated in the notice of the meeting.  The failure to hold an annual meeting at
the time stated herein shall not affect the validity of any corporate action.

          2.2  Special Meetings.  Special meetings of the shareholders may be
               ----------------
called by the President or by the Board of Directors and shall be called by the
President (or in the event of absence, incapacity, or refusal of the President,
by the Secretary or any other officer) at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.  The requesting shareholders shall sign, date, and deliver to
the Secretary a written demand describing the purpose or purposes for holding
the special meeting.

          2.3  Place of Meetings.  Meetings of the shareholders shall be held at
               -----------------
the principal business office of the corporation or at such other place, within
or without the State of Oregon, as may be determined by the Board of Directors.

          2.4  Notice of Meetings.  Written notice stating the date, time, and
               ------------------
place of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called

1 - Second Restated Bylaws
<PAGE>

shall be mailed to each shareholder entitled to vote at the meeting at the
shareholder's address shown in the corporation's current record of shareholders,
with postage thereon prepaid, not less than 10 nor more than 60 days before the
date of the meeting.

     2.5  Waiver of Notice.  A shareholder may at any time waive any notice
          ----------------
required by law, the Articles of Incorporation, or these Bylaws.  The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes for filing with the
corporate records.  A shareholder's attendance at a meeting waives objection to
lack of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting.  The shareholder's attendance also waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

          2.6  Record Date
               -----------

               2.6.1  For the purpose of determining shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, or to vote or to
take any other action, the Board of Directors of the corporation may fix a
future date as the record date for any such determination of shareholders, such
date in any case to be not more than 70 days before the meeting or action
requiring a determination of shareholders. The record date shall be the same for
all voting groups.

               2.6.2  A determination of shareholders entitled to notice of or
to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.

               2.6.3  If a court orders a meeting adjourned to a date more than
120 days after the date fixed for the original meeting, it may provide that the
original record date continue in effect or it may fix a new record date.

          2.7  Shareholders' List for Meeting.  After the record date for a
               ------------------------------
shareholders' meeting is fixed by the Board of Directors, the Secretary of the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the shareholders' meeting.  The list must be
arranged by voting group and within each voting group by class or series of
shares and show the address of and number of shares held by each shareholder.
The shareholders' list must be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held.  The corporation shall make the shareholders'
list available at the meeting, and any shareholder or the shareholder's agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment.  Refusal or failure to prepare or make available the shareholders'
list does not affect the validity of action taken at the meeting.

2 - Second Restated Bylaws
<PAGE>

          2.8  Quorum; Adjournment.  Shares entitled to vote as a separate
               -------------------
voting group may take action on a matter at a meeting only if a quorum of those
shares exists with respect to that matter.  A majority of the votes entitled to
be cast on the matter by the voting group constitutes a quorum of that voting
group for action in that matter.  A majority of shares represented at the
meeting, although less than a quorum, may adjourn the meeting from time to time
to a different time and place without further notice to any shareholder of any
adjournment.  At such adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted at the meeting
originally held.  Once a share is represented for any purpose at a meeting, it
shall be deemed present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is set for the
adjourned meeting.

          2.9  Voting Requirements; Action Without Meeting.  Unless otherwise
               -------------------------------------------
provided in the Articles of Incorporation, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.  If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast by the shares entitled to
vote favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes is required by law or the Articles of
Incorporation.  If a quorum exists, directors are elected by a plurality of the
votes cast by the shares entitled to vote unless otherwise provided in the
Articles of Incorporation; no cumulative voting for directors shall be permitted
unless the Articles of Incorporation so provide.  Action required or permitted
by law to be taken at a shareholders' meeting may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on the action.  The
action must be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action and
delivered to the corporation for inclusion in the minutes for filing with the
corporate records.  Action taken under this section is effective when the last
shareholder signs the consent, unless the consent specifies an earlier or later
effective date.  If the law requires that notice of proposed action be given to
nonvoting shareholders and the action is to be taken by unanimous consent of the
voting shareholders, the corporation must give its nonvoting shareholders
written notice of the proposed action at least 10 days before the action is
taken.  The notice must contain or be accompanied by the same material that,
under the Oregon Business Corporation Act, would have been required to be sent
to nonvoting shareholders in a notice of meeting at which the proposed action
would have been submitted to the shareholders for action.

          2.10 Proxies.
               -------

               2.10.1  A shareholder may vote shares in person or by proxy by
signing an appointment, either personally or by the shareholder's attorney-in-
fact. An appointment of a proxy shall be effective when received by the
Secretary or other officer of the corporation authorized to tabulate votes. An
appointment is valid for 11 months unless a longer period is provided in the
appointment form. An appointment is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest that has not been extinguished.

               2.10.2  The death or incapacity of a shareholder appointing a
proxy shall not affect the right of the corporation to accept the proxy's
authority unless notice of the death or

3 - Second Restated Bylaws
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incapacity is received by the Secretary or other officer authorized to tabulate
votes before the proxy exercises the proxy's authority under the appointment.

          2.11  Corporation's Acceptance of Votes.
                ---------------------------------

                2.11.1   If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the corporation, if acting
in good faith, is entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder.

                2.11.2   If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of a shareholder, the corporation,
if acting in good faith, is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder
if:

                         2.11.2.1  The shareholder is an entity and the name
signed purports to be that of an officer or agent of the entity;

                         2.11.2.2  The name signed purports to be that of an
administrator, executor, guardian, or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver, or
proxy appointment;

                         2.11.2.3  The name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy appointment;

                         2.11.2.4  The name signed purports to be that of a
pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented with respect to the
vote, consent, waiver, or proxy appointment; or

                         2.11.2.5  Two or more persons are the shareholder as
co-tenants or fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to be acting on behalf
of all co-owners.

               2.11.3    The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the Secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

               2.11.4    The shares of a corporation are not entitled to vote if
they are owned, directly or indirectly, by a second corporation, and the first
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation; provided, however, a corporation
may vote any shares, including its own shares, held by it in a fiduciary
capacity.

4 - Second Restated Bylaws
<PAGE>

               2.11.5    The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this provision are not liable in damages to the
shareholder for the consequences of the acceptance or rejection.  Corporate
action based on the acceptance or rejection of a vote, consent, waiver, or proxy
appointment under this provision is valid unless a court of competent
jurisdiction determines otherwise.

     2.12  Notice of Business to be Conducted at Meeting.  At an annual meeting
           ---------------------------------------------
of the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before an annual meeting
by a shareholder.

     For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation.  To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.

     A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of stock of the corporation
which are beneficially owned by the shareholder, and (d) any material interest
of the shareholder in such business.  Notwithstanding anything in the Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.12.

     The Chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section 2.12 and if the
Chairman should so determine, the Chairman shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.

                                   ARTICLE 3

                              BOARD OF DIRECTORS

5 - Second Restated Bylaws
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          3.1  Duties.  All corporate powers shall be exercised by or under the
               ------
authority of the Board of Directors and the business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors.

          3.2  Number and Qualification.  As set forth in the Second Restated
               ------------------------
Articles of Incorporation, the number of directors of the corporation shall be
not less than six nor more than twelve, and within such limits, the exact number
shall be fixed and increased or decreased from time to time by resolution of the
Board of Directors.  The directors shall be divided into three classes
designated Class I, Class II and Class III, each class to be as nearly equal in
number as possible.  At the 1993 annual meeting of shareholders ("First
Meeting"), directors of all three classes shall be elected.  The term of office
of Class III directors shall expire at the 1994 annual meeting of shareholders,
that of Class II directors shall expire at the 1995 annual meeting of
shareholders, and that of Class I directors shall expire at the 1996 annual
meeting of shareholders.  At each annual meeting of shareholders after the First
Meeting, directors elected to succeed those directors whose terms expire shall
be elected to serve for three-year terms and until their successors are elected
and qualified, so that the term of one class of directors will expire each year.
When the number of directors is changed within the limits provided herein, any
newly created directorships, or any decrease in directorships, shall be so
apportioned among the classes as to make all classes as nearly equal as
possible, provided that no decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent directors.
Directors need not be residents of the State of Oregon or shareholders of the
corporation.

          3.3  Chairman of the Board of Directors.  The directors may elect a
               ----------------------------------
director to serve as Chairman of the Board of Directors to preside at all
meetings of the Board of Directors and to fulfill any other responsibilities
delegated by the Board of Directors.

          3.4  Regular Meetings.  A regular meeting of the Board of Directors
               ----------------
shall be held without other notice than this Section 3.4 immediately after, and
at the same place as, the annual meeting of shareholders.  The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Oregon, for the holding of additional regular meetings
without other notice than the resolution.

          3.5  Special Meetings.  Special meetings of the Board of Directors may
               ----------------
be called by or at the request of the President or any director.  The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Oregon, as the place for
holding any special meeting of the Board of Directors called by them.

          3.6  Notice.  Notice of the date, time, and place of any special
               ------
meeting of the Board of Directors shall be given at least two days prior to the
meeting by any means provided by law.  If mailed, notice shall be deemed to be
given one day after being deposited in the United States mail addressed to the
director at the director's business address, with postage thereon prepaid.  If
by telegram, notice shall be deemed to be given when the telegram is delivered
to the telegraph company.  Notice by all other means shall be deemed to be given
when received by the director or a person at the director's business or
residential address whom the person giving notice reasonably believes will
deliver or report the notice to the director within 24 hours.  The attendance of
a director

6 - Second Restated Bylaws
<PAGE>

at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

          3.7   Waiver of Notice.  A director may at any time waive any notice
                ----------------
required by law, the Articles of Incorporation, or these Bylaws.  Unless a
director attends or participates in a meeting, a waiver must be in writing, must
be signed by the director entitled to notice, must specify the meeting for which
notice is waived, and must be filed with the minutes or corporate records.

          3.8   Quorum.  A majority of the number of directors fixed by Section
                ------
3.2 shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors.

          3.9   Manner of Acting.
                ----------------

                3.9.1  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless a different number is provided by law, the Articles of Incorporation, or
these Bylaws.

                3.9.2  Members of the Board of Directors may hold a board
meeting by conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting.

                3.9.3  Any action that is required or permitted to be taken by
the directors at a meeting may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
directors entitled to vote on the matter. The action shall be effective on the
date when the last signature is placed on the consent or at such earlier or
later time as is set forth therein. Such consent, which shall have the same
effect as a unanimous vote of the directors, shall be filed with the minutes of
the corporation.

          3.10  Vacancies.  Any vacancy, including a vacancy resulting from an
                ---------
increase in the number of directors, occurring on the Board of Directors may be
filled by the shareholders, the Board of Directors, or the affirmative vote of a
majority of the remaining directors if less than a quorum of the Board of
Directors, or by a sole remaining director.  If the vacant office is filled by
the shareholders and was held by a director elected by a voting group of
shareholders, then only the holders of shares of that voting group are entitled
to vote to fill the vacancy.  Any directorship not so filled by the directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.  A director elected to fill a vacancy
shall be elected to serve until the next annual meeting of shareholders and
until a successor shall be elected and qualified.  A vacancy that will occur at
a specific later date, by reason of a resignation or otherwise, may be filled
before the vacancy occurs, and the new director shall take office when the
vacancy occurs.

7 - Second Restated Bylaws
<PAGE>

          3.11  Compensation.  By resolution of the Board of Directors, the
                ------------
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

          3.12  Presumption of Assent.  A director of the corporation who is
                ---------------------
present at a meeting of the Board of Directors or a committee of the Board of
Directors shall be presumed to have assented to the action taken (a) unless the
director's dissent to the action is entered in the minutes of the meeting, (b)
unless a written dissent to the action is filed with the person acting as the
secretary of the meeting before the adjournment thereof or forwarded by
certified or registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting or (c) unless the director objects at the
meeting to the holding of the meeting or transacting business at the meeting.
The right to dissent shall not apply to a director who voted in favor of the
action.

          3.13  Director Conflict of Interest.
                -----------------------------

                3.13.1  A transaction in which a director of the corporation has
a direct or indirect interest shall be valid notwithstanding the director's
interest in the transaction if the material facts of the transaction and the
director's interest are disclosed or known to the Board of Directors or a
committee thereof and it authorizes, approves, or ratifies the transaction by a
vote or consent sufficient for the purpose without counting the votes or
consents of directors with a direct or indirect interest in the transaction; or
the material facts of the transaction and the director's interest are disclosed
or known to shareholders entitled to vote and they, voting as a single group,
authorize, approve, or ratify the transaction by a majority vote; or the
transaction is fair to the corporation.

                3.13.2  A conflict of interest transaction may be authorized,
approved, or ratified if it receives the affirmative vote of a majority of
directors on the Board of Directors or a committee thereof who have no direct or
indirect interest in the transaction. If a majority of such directors vote to
authorize, approve, or ratify the transaction, a quorum is present for the
purpose of taking action.

                3.13.3  A conflict of interest transaction may be authorized,
approved, or ratified by a majority vote of shareholders entitled to vote
thereon.  Shares owned by or voted under the control of a director or an entity
controlled by a director who has a direct or indirect interest in the
transaction are entitled to vote with respect to a conflict of interest
transaction.  A majority of the shares, whether or not present, that are
entitled to be counted in a vote on the transaction constitutes a quorum for the
purpose of authorizing, approving, or ratifying the transactions.

                3.13.4  A director has an indirect interest in a transaction if
(i) another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction or (ii)
another entity of which the director is a director, officer, or trustee is a
party to the transaction and the transaction is or should be considered by the
Board of Directors.

8 - Second Restated Bylaws
<PAGE>

          3.14  Removal.  All or any number of the directors of the corporation
                -------
may be removed only for cause and at a meeting of shareholders called expressly
for that purpose, by the vote of 75 percent of the votes then entitled to be
cast for the election of directors.  At any meeting of shareholders at which one
or more directors are removed, a majority of votes then entitled to be cast for
the election of directors may fill any vacancy created by such removal.  If any
vacancy created by removal of a director is not filled by the shareholders at
the meeting at which the removal is effected, such vacancy may be filled by a
majority vote of the remaining directors.

          3.15  Resignation.  Any director may resign by delivering written
                -----------
notice to the Board of Directors, its chairperson, or the corporation.  Such
resignation shall be effective (a) on receipt, (b) five days after its deposit
in the United States mails, if mailed postpaid and correctly addressed, or (c)
on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by addressee, unless
the notice specifies a later effective date.  Once delivered, a notice of
resignation is irrevocable unless revocation is permitted by the Board of
Directors.

          3.16  Nominations for Election to Board of Directors.  Only persons
                ----------------------------------------------
who are nominated in accordance with the procedures set forth in this Section
3.16 shall be eligible for election as directors.  Nominations of persons for
election to the Board of Directors may be made at a meeting of shareholders by
or at the direction of the Board of Directors or by any shareholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3.16.

     Such nominations, other than those made by or at the direction of the Board
of Directors shall be made pursuant to timely notice in writing to the Secretary
of the corporation.  To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the corporation not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 60 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.

     Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of stock of the corporation which are beneficially owned by such person,
and (iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (b) as to the shareholder giving the notice, (i) the
name and address, as they appear on the corporation's books, of such
shareholder, and (ii) the class and number of shares of stock of the corporation
which are beneficially owned by such shareholder.

9 - Second Restated Bylaws
<PAGE>

     At the request of the Board of Directors, any person nominated by the Board
of Directors for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee.

     No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section
3.16.  The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these Second Restated Bylaws, and if the Chairman
should so determine, the Chairman shall so declare to the meeting and the
defective nomination shall be disregarded.

                                   ARTICLE 4

                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES

          4.1  Designation of Executive Committee.  The Board of Directors may
               ----------------------------------
designate two or more directors to constitute an executive committee.  The
designation of an executive committee, and the delegation of authority to it,
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.  No member of the executive committee shall
continue to be a member thereof after ceasing to be a director of the
corporation.  The Board of Directors shall have the power at any time to
increase or decrease the number of members of the executive committee, to fill
vacancies thereon, to change any member thereof, and to change the functions or
terminate the existence thereof.  The creation of the executive committee and
the appointment of members to it shall be approved by a majority of the
directors in office when the action is taken, unless a greater number is
required by the Articles of Incorporation or these Bylaws.

          4.2  Powers of Executive Committee.  During the interval between
               -----------------------------
meetings of the Board of Directors, and subject to such limitations as may be
imposed by resolution of the Board of Directors, the executive committee may
have and may exercise all the authority of the Board of Directors in the
management of the corporation, provided that the committee shall not have the
authority of the Board of Directors with respect to the following matters:
authorizing distributions; approving or proposing to the shareholders actions
that are required to be approved by the shareholders under the Articles of
Incorporation or these Bylaws or by law; filling vacancies on the Board of
Directors or any committee thereof; amending the Articles of Incorporation;
adopting, amending, or repealing bylaws; approving a plan of merger not
requiring shareholder approval; authorizing or approving a reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; authorizing or approving the issuance or sale or contract for sale of
shares or determining the designation and relative rights, preferences, and
limitations of a class or series of shares except within limits specifically
prescribed by the Board of Directors.

          4.3  Procedures; Meetings; Quorum.
               ----------------------------

               4.3.1  The Board of Directors shall appoint a chairperson from
among the members of the executive committee and shall appoint a secretary who
may, but need not, be a member of the executive committee. The chairperson shall
preside at all meetings of the executive

10 - Second Restated Bylaws
<PAGE>

committee and the secretary of the executive committee shall keep a record of
its acts and proceedings, which shall be filed with the minutes of the
corporation.

               4.3.2  Regular meetings of the executive committee, of which no
notice shall be necessary, shall be held on such days and at such places as
shall be fixed by resolution adopted by the executive committee. Special
meetings of the executive committee shall be called at the request of the
President or of any member of the executive committee, and shall be held upon
such notice as is required by these Bylaws for special meetings of the Board of
Directors.

               4.3.3  Attendance of any member of the executive committee at a
meeting shall constitute a waiver of notice of the meeting. A majority of the
executive committee, from time to time, shall be necessary to constitute a
quorum for the transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the executive committee. Members of the executive committee may hold a meeting
of such committee by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in such meeting shall constitute presence in person at the
meeting.

               4.3.4  Any action that is required or permitted to be taken at a
meeting of the executive committee may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all members of
the executive committee entitled to vote on the matter.  The action shall be
effective on the date when the last signature is placed on the consent or at
such earlier or later time as is set forth therein.  Such consent, which shall
have the same effect as a unanimous vote of the members of the executive
committee, shall be filed with the minutes of the corporation.

               4.3.5  The Board of Directors may approve a reasonable fee for
the members of the executive committee as compensation for attendance at
meetings of the executive committee.

          4.4  Other Committees.  By the approval of a majority of the directors
               ----------------
when the action is taken (unless a greater number is required by the Articles of
Incorporation), the Board of Directors, by resolution, may create one or more
additional committees, appoint directors to serve on them, and define the duties
of such committee or committees.  Each such committee shall have two or more
members, who shall serve at the pleasure of the Board of Directors.  Such
additional committee or committees shall not have the powers set forth in
Section 4.2.

                                   ARTICLE 5

                                   OFFICERS

          5.1  Number.  The officers of the corporation shall be a President and
               ------
a Secretary.  Such other officers and assistant officers as are deemed necessary
or desirable may be appointed from time to time by the Board of Directors, and
shall have such powers and duties prescribed by the Board of Directors or the
officer authorized by the Board of Directors to prescribe the duties of other
officers.  A duly appointed officer may appoint one or more officers or
assistant officers if such

11 - Second Restated Bylaws
<PAGE>

appointment is authorized by the Board of Directors. Any two or more offices may
be held by the same person.

          5.2  Appointment and Term of Office.  The officers of the corporation
               ------------------------------
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors held after the annual meeting of the shareholders.  If
the officers shall not be appointed at the meeting, a meeting shall be held as
soon thereafter as is convenient for such appointment of officers.  Each officer
shall hold office until a successor shall have been duly appointed and shall
have been qualified or until the officer's death, resignation, or removal.

          5.3  Qualification.  An officer need not be a director, shareholder,
               -------------
or Oregon resident.

          5.4  Resignation and Removal.  An officer may resign at any time by
               -----------------------
delivering notice to the corporation.  A resignation is effective on receipt
unless the notice specifies a later effective date.  If the corporation accepts
a specified later effective date, the Board of Directors may fill the pending
vacancy before the effective date, but the successor may not take office until
the effective date.  Once delivered, a notice of resignation is irrevocable
unless revocation is permitted by the Board of Directors.  Any officer appointed
by the Board of Directors may be removed at any time with or without cause.
Appointment of an officer shall not of itself create contract rights.  Removal
or resignation of an officer shall not affect the contract rights, if any, of
the corporation or the officer.

          5.5  Vacancies.  A vacancy in any office because of death,
               ---------
resignation, removal, disqualification, or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

          5.6  President.  The President shall be the chief executive officer of
               ---------
the corporation and shall be in general charge of its business and affairs,
subject to the control of the Board of Directors.  The President shall preside
at all meetings of shareholders and at all meetings of directors.  The President
may execute on behalf of the corporation all contracts, agreements, stock
certificates, and other instruments.  The President shall from time to time
report to the Board of Directors all matters within the President's knowledge
affecting the corporation that should be brought to the attention of the Board
of Directors.  The President shall vote all shares of stock in other
corporations owned by the corporation and is empowered to execute proxies,
waivers of notice, consents, and other instruments in the name of the
corporation with respect to such stock.  The President shall perform other
duties assigned by the Board of Directors.

          5.7  Vice President.  In the absence of the President or in the event
               --------------
of the President's death or inability or refusal to act, the Vice President (or,
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) 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.  Any Vice President shall perform
other duties assigned by the President or by the Board of Directors.

12 - Second Restated Bylaws
<PAGE>

          5.8   Secretary.  The Secretary shall prepare the minutes of all
                ---------
meetings of the directors and shareholders, shall have custody of the minute
books and other records pertaining to the corporate business, and shall be
responsible for authenticating the records of the corporation.  The Secretary
may execute on behalf of the corporation all contracts, agreements, stock
certificates, and other instruments.  The Secretary shall also perform other
duties assigned by the President or Board of Directors.

          5.9   Treasurer.  The Treasurer shall:  (a) have charge and custody of
                ---------
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the President or by the Board
of Directors.  If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

          5.10  Assistant Secretaries.  The Assistant Secretaries, when
                ---------------------
authorized by the Board of Directors or the Bylaws, may sign, with the President
or Vice President, certificates for shares of the corporation the issuance of
which shall have been authorized by resolution of the Board of Directors.  The
Assistant Secretaries shall, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine.  The Assistant Secretaries shall, in
general, perform such duties as shall be specifically assigned to them in
writing by the President or the Board of Directors.

          5.11  Salaries.  The salaries of the officers shall be fixed from time
                --------
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary because the officer is also a director of the corporation.

                                   ARTICLE 6

                              ISSUANCE OF SHARES

          6.1   Certificates for Shares.
                -----------------------

                6.1.1  Certificates representing shares of the corporation shall
be in a form determined by the Board of Directors. Such certificates shall be
signed, either manually or in facsimile, by two officers of the corporation, at
least one of whom shall be the President or a Vice President, and may be sealed
with the seal of the corporation or a facsimile thereof. All certificates for
shares shall be consecutively numbered or otherwise identified.

                6.1.2  Every certificate for shares of stock that are subject to
any restriction on transfer pursuant to the Articles of Incorporation, the
Bylaws, applicable securities laws, agreements among or between shareholders, or
any agreement to which the corporation is a party shall

13 - Second Restated Bylaws
<PAGE>

have conspicuously noted on the face or back of the certificate either (i) the
full text of the restriction or (ii) a statement of the existence of such
restriction and that the corporation retains a copy of the restriction. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either (i) the full
text of the designations, relative rights, preferences, and limitations of the
shares of each class and series authorized to be issued and the authority of the
Board of Directors to determine variations for future series or (ii) a statement
of the existence of such designations, relative rights, preferences, and
limitations and a statement that the corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge.

               6.1.3  The name and mailing address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation. Each
shareholder shall have the duty to notify the corporation of his or her mailing
address. All certificates surrendered to the corporation for transfer shall be
canceled, and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the corporation as the Board of
Directors prescribes.

          6.2  Transfer of Shares.  A transfer of shares of the corporation
               ------------------
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by the holder's legal representative, who shall furnish
proper evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation.  The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.

          6.3  Transfer Agent and Registrar.  The Board of Directors may from
               ----------------------------
time to time appoint one or more transfer agents and one or more registrars for
the shares of the corporation, with such powers and duties as the Board of
Directors determines by resolution.  The signatures of officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or by a registrar other than the corporation itself or an
employee of the corporation.

          6.4  Officer Ceasing to Act.  If the person who signed a share
               ----------------------
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.


                                   ARTICLE 7

                CONTRACTS, LOANS, CHECKS, AND OTHER INSTRUMENTS

          7.1  Contracts.  The Board of Directors may authorize any officer or
               ---------
officers and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

14 - Second Restated Bylaws
<PAGE>

          7.2  Loans.  No loans shall be contracted on behalf of the corporation
               -----
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors.  Such authority may be general or
confined to specific instances.

          7.3  Checks; Drafts.  All checks, drafts, or other orders for the
               --------------
payment of money and notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers and agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

          7.4  Deposits.  All funds of the corporation not otherwise employed
               --------
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                   ARTICLE 8

                           MISCELLANEOUS PROVISIONS

          8.1  Seal.  The Board of Directors from time to time may provide for a
               ----
seal of the corporation, which shall be circular in form and shall have
inscribed thereon the name of the corporation and the state of incorporation and
the words "Corporate Seal."

          8.2  Severability.  Any determination that any provision of these
               ------------
Bylaws is for any reason inapplicable, invalid, illegal, or otherwise
ineffective shall not affect or invalidate any other provision of these Bylaws.


                                   ARTICLE 9

                                  AMENDMENTS

          These Second Restated Bylaws may be altered, amended, or repealed and
new bylaws may be adopted by the Board of Directors at any regular or special
meeting, subject to repeal or change by action of the shareholders of the
corporation.



                    ______________________________________
                    Curtis M. Stevens, Assistant Secretary


ADOPTED:  October 8, 1993.

15 - Second Restated Bylaws
<PAGE>

First Amendment to Second Restated Bylaws - Adopted 4/30/99

     RESOLVED, that Article 5 of the Company's Second Restated Bylaws is amended
     and restated in its entirety as follows:

                                   ARTICLE 5

                                   OFFICERS

          5.1  Number.  The officers of the corporation shall be a President and
               ------
a Secretary, each of whom shall be appointed by the Board of Directors.  One or
more Vice Presidents (one or more of whom may be designated an Executive Vice
President or Senior Vice President), a Treasurer and such other officers and
assistant officers, including, but not limited to, a Chairman of the Board of
Directors and/or a Chief Executive Officer, may be appointed by the Board of
Directors; such officers and assistant officers to hold office for such period,
have such authority and perform such duties as are provided in these Bylaws or
as may be provided by resolution of the Board of Directors.  Any officer may be
assigned by the Board of Directors any additional title that the Board of
Directors deems appropriate.   A duly appointed officer may appoint one or more
officers or assistant officers and prescribe their authority and duties if such
appointment is authorized by the Board of Directors.  Any two or more offices
may be held by the same person.

          5.2  Appointment and Term of Office.  The officers of the corporation
               ------------------------------
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors held after the annual meeting of the shareholders.  If
the officers shall not be appointed at the meeting, a meeting shall be held as
soon thereafter as is convenient for such appointment of officers.  Each officer
shall hold office until a successor shall have been duly appointed and shall
have been qualified or until the officer's death, resignation, or removal.

          5.3  Qualification.  An officer need not be a director, shareholder,
               -------------
or Oregon resident.

          5.4  Resignation and Removal.  An officer may resign at any time by
               -----------------------
delivering notice to the corporation.  A resignation is effective on receipt
unless the notice specifies a later effective date.  If the corporation accepts
a specified later effective date, the Board of Directors may fill the pending
vacancy before the effective date, but the successor may not take office until
the effective date.  Unless otherwise specified in the notice, the acceptance of
such resignation shall not be necessary to make it effective.  Once delivered, a
notice of resignation is irrevocable unless revocation is permitted by the Board
of Directors.  Any officer appointed by the Board of Directors may be removed at
any time with or without cause.  Appointment of an officer shall not of itself
create contract rights.  Removal or resignation of an officer shall not affect
the contract rights, if any, of the corporation or the officer.

          5.5  Vacancies.  A vacancy in any office because of death,
               ---------
resignation, removal, disqualification, creation of a new office or any other
cause may be filled by the Board of Directors for the unexpired portion of the
term, or for a new term established by the Board of Directors.
<PAGE>

          5.6   Chairman of the Board of Directors.  If appointed, the Chairman
                ----------------------------------
of the Board of Directors shall perform such duties as shall be assigned to him
or her by the Board of Directors from time to time and shall preside over
meetings of the Board of Directors and shareholders unless another officer is
appointed or designated by the Board of Directors as Chairman of such meeting.

          5.7   Chief Executive Officer.  If appointed, the Chief Executive
                -----------------------
Officer shall be the principal executive officer of the corporation unless some
other officer is so designated by the Board of Directors, shall supervise and
control all of the corporation's assets, business and affairs, subject to the
control of the Board of Directors and, in the absence of the Chairman of the
Board, shall preside at all meetings of shareholders and at all meetings of
directors.  The Chief Executive Officer shall have authority to execute on
behalf of the corporation all contracts, agreements, stock certificates, and
other instruments.  The Chief Executive Officer shall from time to time report
to the Board of Directors all matters within the Chief Executive Officer's
knowledge affecting the corporation that should be brought to the attention of
the Board of Directors.  The Chief Executive Officer shall vote all shares of
stock in other corporations owned by the corporation and is empowered to execute
proxies, waivers of notice, consents, and other instruments in the name of the
corporation with respect to such stock.  The Chief Executive Officer shall
perform other duties assigned by the Board of Directors.

          5.8   President.  In the absence of a Chief Executive Officer or in
                ---------
the event of the death of the Chief Executive Officer or his or her inability or
refusal to act, the President shall perform the duties of the Chief Executive
Officer, except as may be limited by resolution of the Board of Directors, with
all the powers of and subject to all the restrictions upon the Chief Executive
Officer.  The President shall have, to the extent authorized by the Chief
Executive Officer or the Board of Directors, the same powers as the Chief
Executive Officer to execute on behalf of the corporation all contracts,
agreements and other instruments.  The President shall perform such other duties
as from time to time may be assigned to him or her by the Chief Executive
Officer or the Board of Directors.

          5.9   Vice President.  In the absence of the President or in the event
                --------------
of the President's death or inability or refusal to act, the Vice President (or,
in the event there be more than one Vice President, the Vice President who was
designated by the Board of Directors as the successor to the President, or if no
Vice President is so designated, the Vice Presidents in the order designated at
the time of their election, or in the absence of any designation, then in the
order of their election) 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.  Any Vice President shall perform other duties assigned by the
Chief Executive Officer, the President or by the Board of Directors.

          5.10  Secretary.  The Secretary shall prepare the minutes of all
                ---------
meetings of the directors and shareholders, shall have custody of the minute
books and other records pertaining to the corporate business, and shall be
responsible for authenticating the records of the corporation.  The Secretary
may execute on behalf of the corporation all contracts, agreements, stock
certificates, and other instruments.  The Secretary shall also perform other
duties assigned by the Chief Executive Officer, the President or Board of
Directors.
<PAGE>

          5.11  Treasurer.  The Treasurer shall:  (a) have charge and custody of
                ---------
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the Chief Executive Officer,
the President or by the Board of Directors.  If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his or
her duties in such sum and with such surety or sureties as the Board of
Directors shall determine.

          5.12  Assistant Secretaries.  The Assistant Secretaries, when
                ---------------------
authorized by the Board of Directors or the Bylaws, may sign, with the Chief
Executive Officer, the President or Vice President, certificates for shares of
the corporation the issuance of which shall have been authorized by resolution
of the Board of Directors.  The Assistant Secretaries shall, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine.  The
Assistant Secretaries shall, in general, perform such duties as shall be
specifically assigned to them in writing by the Chief Executive Officer, the
President or the Board of Directors.  In the absence of the Secretary, the
Assistant Secretaries may perform the duties of the Secretary.

          5.13  Salaries.  The salaries of the officers shall be fixed from time
                --------
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary because the officer is also a director of the corporation.
<PAGE>

Second Amendment to Second Restated Bylaws - Adopted 9/10/99

     RESOLVED, that the Company's Second Restated Bylaws are hereby amended by
     adding the following paragraph to Article VIII:

          8.3  Stock Option Repricing. In no event shall any stock option
               ----------------------
already issued and outstanding be repriced to a lower strike price at any time
during the term of such option, without the prior approval of the shareholders
of the corporation by the vote specified in Section 2.9 of these Bylaws. Any
amendment or repeal of this provision requires the approval of the shareholders
of the corporation by the vote specified in Section 2.9 of these Bylaws.
<PAGE>

Third Amendment to Second Restated Bylaws - Adopted 11/5/99

     RESOLVED, that pursuant to the authority granted by Article IX of the
     Second Restated Bylaws of Planar Systems, Inc., and Section 60.804 of the
     Oregon Control Share Act, the Board of Directors hereby amends the Bylaws
     by adding the following paragraph to Article VIII:

          8.4  Oregon Control Share Act Not Applicable. ORS 60.801 to 60.816 do
               ---------------------------------------
not apply to acquisitions of voting shares of the corporation.