<PAGE>

                                                                     EXHIBIT 3.4

                                               Adopted by the Board of Directors
                                               ---------------------------------
                                                                       June 2002
                                                                       ---------


                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 AMX CORPORATION

<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                 AMX CORPORATION


                                TABLE OF CONTENTS


ARTICLE I.               Offices.

         1.01.           Principal Office.
         1.02.           Other Offices.

ARTICLE II.              Meetings of Shareholders.

         2.01.           Place of Meetings.
         2.02.           Annual Meeting.
         2.03.           List of Shareholders.
         2.04.           Special Meetings.
         2.05.           Notice.
         2.06.           Quorum.
         2.07.           Voting on Matters Other than the Election of Directors.
         2.08.           Voting in the Election of Directors.
         2.09.           Voting Procedure.
         2.10.           Action Without a Meeting.
         2.11.           Telephone Meetings.
         2.12.           Conduct of Meetings.
         2.13.           Postponement and Cancellation of Shareholder Meeting.
         2.14.           Notice of Shareholder Business and Nominations.

ARTICLE III.             Directors.

         3.01.           Management.
         3.02.           Number; Election; Term.
         3.03.           Change in Number.
         3.04.           Election of Directors.
         3.05.           Place of Meetings.
         3.06.           First Meetings.
         3.07.           Regular Meetings.
         3.08.           Special Meetings.
         3.09.           Quorum.
         3.10.           Removal.
         3.11.           Vote of Directors to Fill Vacancy.
         3.12.           Vote of Shareholders to Fill Vacancy.
         3.13.           Action Without Meeting; Telephone Meetings.
         3.14.           Chairman of the Board.
         3.15.           Compensation.


                                      (ii)



<PAGE>

         3.16.     Committees.

ARTICLE IV.        Notices.

         4.01.     Method.
         4.02.     Waiver.

ARTICLE V.         Officers.

         5.01.     Elected Officers.
         5.02.     Election.
         5.03.     Appointive Officers.
         5.04.     Two or More Offices.
         5.05.     Compensation.
         5.06.     Term of Office; Removal; Filling of Vacancies.
         5.07.     Chairman of the Board.
         5.08.     Chief Executive Officer.
         5.09      Chief Operating Officer.
         5.10.     Chief Financial Officer.
         5.11.     President.
         5.12.     Vice Presidents.
         5.13.     Treasurer.
         5.14.     Assistant Treasurers.
         5.15.     Secretary.
         5.16.     Assistant Secretaries.
         5.17.     Additional Powers and Duties.

ARTICLE VI.        Certificates Representing Shares.

         6.01.     Certificates.
         6.02.     Lost Certificates.
         6.03.     Transfer of Shares.
         6.04.     Registered Shareholders.
         6.05.     Fixing Record Date for Matters Other Than Consents to Action.
         6.06.     Fixing Record Date for Consents to Action.
         6.07.     Distribution Held in Suspense.
         6.08.     Joint Owners of Shares.

ARTICLE VII.       General Provisions.

         7.01.     Distributions.
         7.02.     Reserves.
         7.03.     Checks.
         7.04.     Fiscal Year.
         7.05.     Seal.
         7.06.     Indemnification.


                                     (iii)



<PAGE>

         7.07.       Transactions with Directors and Officers.
         7.08.       Amendments.
         7.09.       Table of Contents; Headings.



                                      (iv)



<PAGE>

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                 AMX CORPORATION
                               (the "Corporation")


                                   ARTICLE I.

                                     OFFICES

         Section 1.01. Principal Office. The principal business office of the
Corporation shall be at 3000 Research Drive, Richardson, Texas 75082.

         Section 1.02. Other Offices. The Corporation may also have offices at
such other places, both within and without the State of Texas, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

         Section 2.01. Place of Meetings. Meetings of shareholders for all
purposes may be held at such time and place, within or without the State of
Texas, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2.02. Annual Meeting. An annual meeting of the shareholders
shall be held at such time as the Board of Directors may decide, at which
meeting they shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.

         Section 2.03. List of Shareholders. The officer or agent having charge
of the share transfer records shall make, at least ten (10) days before each
meeting of the shareholders, a complete list of the shareholders entitled to
vote at said meeting, arranged in alphabetical order with the address of and the
number of voting shares held by each, which list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the registered office or
principal place of business of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall be produced and kept open at the time and place of the meeting during the
whole time thereof, and shall be subject to the inspection of any shareholder
who may be present. The original share transfer records shall be prima facie
evidence as to the shareholders who are entitled to examine such list or
transfer records or to vote at any such meeting of shareholders.

          Section 2.04. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation or by these Bylaws, may be called by the Chief
Executive Officer, President, the Board of Directors, or the


                                      -1-

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holders of not less than ten percent (10%) of all shares entitled to vote at the
meetings. Business transacted at all special meetings shall be confined to the
purposes stated in the notice of the meeting.

         Section 2.05. Notice. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail by or at the direction of the President, the Secretary or
the officer or person calling the meeting, to each shareholder entitled to vote
at the meeting; provided, however, in the event of a merger or consolidation,
such notice shall be delivered not less than twenty (20) days before the
meeting.

         Section 2.06. Quorum. Unless otherwise provided in the Articles of
Incorporation, a quorum shall be present at a meeting of shareholders if the
holders of a majority of the shares entitled to vote are represented at the
meeting in person or by proxy. Unless otherwise provided in the Articles of
Incorporation or these Bylaws, once a quorum is present at a meeting of
shareholders, the shareholders represented in person or by proxy at the meeting
may conduct such business as may be properly brought before the meeting until it
is adjourned, and the subsequent withdrawal from the meeting of any shareholder
or the refusal of any shareholder represented in person or by proxy to vote
shall not affect the presence of a quorum at the meeting. Unless otherwise
provided in the Articles of Incorporation, the shareholders represented in
person or by proxy at a meeting of shareholders at which a quorum is not present
may adjourn the meeting until such time and to such place as may be determined
by a vote of the holders of a majority of the shares represented in person or by
proxy at that meeting.

         Section 2.07. Voting on Matters Other Than the Election of Directors.
With respect to any matter other than the election of Directors or a matter for
which the affirmative vote of the holders of a specified portion of the shares
entitled to vote is required by law, the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and represented in person
or by proxy at a meeting of shareholders at which a quorum is present shall be
the act of the shareholders unless otherwise provided in the Articles of
Incorporation or these Bylaws.

         Section 2.08. Voting in the Election of Directors. Directors shall be
elected by a plurality of the votes cast by the holders of shares entitled to
vote in the election of Directors at a meeting of shareholders at which a quorum
is present unless otherwise provided in the Articles of Incorporation or these
Bylaws.

         Section 2.09. Voting Procedure. Each outstanding share of common stock
shall be entitled to one (1) vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation. At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote either in person or by proxy executed in
writing subscribed by the shareholder. A telegram, telex, cablegram or similar
transmission by the shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing executed by the shareholder shall be treated
as an execution in writing for purposes of this section. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise
provided

                                      -2-

<PAGE>

in the proxy. Each proxy shall be revocable unless the proxy form conspicuously
states that the proxy is irrevocable and the proxy is coupled with an interest.

         Section 2.10. Action Without a Meeting. Except as otherwise provided
below, any action required or permitted to be taken at a meeting of the
shareholders of the Corporation may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof, and
such consent shall have the same force and effect as a unanimous vote of the
shareholders.

         The Articles of Incorporation may provide that any action required by
the Texas Business Corporation Act to be taken at any annual or special meeting
of shareholders, or any action that may be taken at any annual or special
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. If the Articles of Incorporation make such a
provision, then such written consent shall bear the date of signature of each
shareholder who signs the consent. No written consent shall be effective to take
the action that is the subject of the consent unless, within sixty (60) days
after the date of the earliest dated consent delivered to the Corporation in the
manner required by the Texas Business Corporation Act, a consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, its principal place of business, or an officer or agent of the
Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the Corporation's principal place of
business shall be addressed to the president or principal executive officer of
the Corporation.

         A telegram, telex, cablegram, or similar transmission by a shareholder,
or a photographic, photostatic, facsimile or similar reproduction of a writing
signed by a shareholder shall be regarded as signed by the shareholder for
purposes of this section. Prompt notice of the taking of any action by
shareholders without a meeting by less than unanimous written consent shall be
given to those shareholders who did not consent in writing to the action.

         Section 2.11. Telephone Meetings. Subject to applicable notice
provisions and unless otherwise restricted by the Articles of Incorporation,
shareholders may participate in and hold a meeting by means of 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 such meeting, except where a
person's participation is 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 2.12. Conduct of Meetings. Meetings of shareholders shall be
presided over by the Chairman of the Board or by another chair designated by the
Board of Directors. The date and time of the opening and the closing of the
polls for each matter upon which the shareholders will vote at a meeting shall
be determined by the chair of the meeting and announced at the

                                      -3-

<PAGE>

meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of shareholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chair of any meeting of shareholders
shall have the exclusive right and authority to appoint such inspectors and
other officials and to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chair, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chair of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to shareholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chair of the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants. Unless and to the
extent determined by the Board of Directors or the chair of the meeting,
meetings of shareholders shall not be required to be held in accordance with the
rules of parliamentary procedure. No business may be transacted at any meeting
of shareholders, other than business that is either (w) adjournment or other
ministerial matter, (x) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any duly
authorized committee thereof), (y) otherwise properly brought before the meeting
by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (z) otherwise properly brought before the meeting by any
shareholder of the Corporation who is a shareholder of record on the date of
such meeting, on the date of the giving of the notice provided for in Section
2.14 of this ARTICLE II, and on the record date for the determination of
shareholders entitled to vote at such meeting and who complies with the
procedures set forth in Section 2.14 of this ARTICLE II.

         Section 2.13. Postponement and Cancellation of Shareholder Meeting. Any
previously scheduled annual or special meeting of the shareholders may be
postponed, and any previously scheduled annual or special meeting of the
shareholders may be canceled, by resolution of the Board of Directors upon
public notice given prior to the time previously scheduled for such meeting of
shareholders.

         Section 2.14. Notice of Shareholder Business and Nominations.

         (A) Annual Meetings of Shareholders.

         (1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the Corporation's notice of meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the Corporation who was a shareholder of
record at the time of giving of notice provided for in this Section 2.14 of
these Bylaws, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 2.14 of these Bylaws.

         (2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of
this Section 2.14 of these

                                      -4-

<PAGE>

Bylaws, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for shareholder action. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day nor later than the close
of business on the 60th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting has been changed to more than 30 days from the first anniversary
date of the previous year's annual meeting, notice by the shareholder to be
timely must be so delivered not earlier than the close of business on the 90th
day prior to such annual meeting to be held and not later than the close of
business on the later of the 60th day prior to such annual meeting to be held or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a Director, such person's education and
business experience, as well as all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); (b) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner (as determined pursuant to the rules promulgated under the
Exchange Act), if any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such shareholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such shareholder and such beneficial owner. The Corporation may
require any proposed nominee or proponent to furnish such other information as
may be reasonably requested.

         (3) Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Section 2.14 of these Bylaws to the contrary, in the event that the size
of the Board of Directors is proposed to be increased, and there is no public
announcement by the Corporation naming all of the nominees for director and
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by this Section 2.14 of these Bylaws shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

         (B) Special Meetings of Shareholders. Only such business within the
purpose or purposes described in the notice of special meeting may be conducted
at a special meeting of the shareholders. Nominations of persons for election to
the Board of Directors may be made at a special meeting of shareholders at which
Directors are to be elected pursuant to the notice of

                                      -5-

<PAGE>

meeting (1) by or at the direction of the Board of Directors or (2) by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Section 2.14 of these Bylaws, who shall be
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 2.14 of these Bylaws. In the event a special meeting of
shareholders is called for the purpose of electing one or more Directors to the
Board of Directors, any such shareholder may nominate a person or persons (as
the case may be), for election to such positions as specified in the notice of
meeting, if the shareholder's notice required by paragraph (A)(2) of this
Section 2.14 of these Bylaws shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.

     (C) General.

     (1) A person who is not nominated in accordance with the procedures set
forth in this Section 2.14 of these Bylaws shall not be eligible to serve as a
Director and a shareholder proposal that is not made in accordance with the
procedures set forth in this Section 2.14 of these Bylaws shall not be
considered at the meeting. Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, the chair of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this Section 2.14 of these Bylaws and if such
nominee meets the qualifications set forth in these Bylaws. If any proposed
nomination or business is not in compliance with these Bylaws, the chair of the
meeting shall have the power and the duty to declare that such nominations or
business shall be disregarded.

     (2) For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 2.14 of these
Bylaws, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.14 of these Bylaws. Nothing in this Section
2.14 of these Bylaws shall be deemed to affect any rights (i) of shareholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of
preferred stock.

                                      -6-

<PAGE>

                                  ARTICLE III.

                                    DIRECTORS

         Section 3.01. Management. The powers of the Corporation shall be
exercised by or under the authority of, and the business affairs of the
Corporation shall be managed under the direction of the Board of Directors that
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised or done by the shareholders. The
Board of Directors shall keep regular minutes of its proceedings.

         Section 3.02. Number; Election; Term. The Directors of the Corporation
shall consist of not less than one (1) Director, as determined from time to time
by resolution of the Shareholders or the Directors of the Corporation. Directors
need not be shareholders or residents of the State of Texas. The Directors shall
be elected at the annual meeting of the shareholders by the holders of shares
entitled to vote in the election of Directors and, except as hereinafter
provided, each Director elected shall hold office for the term for which such
Director is elected and until such Director's successor shall have been elected
and shall qualify.

         Section 3.03. Change in Number. The number of Directors may be
increased or decreased from time to time by resolution of the Board of
Directors, but no decrease shall have the effect of shortening the term of any
incumbent Director.

         Section 3.04. Election of Directors. Directors shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of Directors at a meeting of shareholders at which a quorum is present
unless otherwise provided in the Articles of Incorporation or these Bylaws. At
every election of Directors, each shareholder shall have the right to vote in
person or by proxy the number of voting shares owned by such shareholder for as
many persons as there are Directors to be elected and for whose election such
shareholder has a right to vote. Cumulative voting shall be prohibited.

         Section 3.05.  Place of Meetings.  The Directors of the Corporation may
hold their meetings, both regular and special, either within or without the
State of Texas.

         Section 3.06. First Meetings. The first meeting of each newly elected
Board shall be held without further notice immediately following the annual
meeting of shareholders, and at the same place, unless by unanimous consent of
the Directors then elected and serving, such time or place shall be changed.

         Section 3.07.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

         Section 3.08.  Special  Meetings.  Special meetings of the Board of
Directors may be called by the President on three (3) days' notice to each
Director, either personally or by mail or by telegram and shall be called by the
President or any officer in like manner and on like notice

                                      -7-

<PAGE>

on the written request of two (2) or more of the Directors. Except as may be
otherwise expressly provided by law or by the Articles of Incorporation or by
these Bylaws, neither the business to be transacted at nor the purpose of any
special meeting need be specified in a notice or waiver of notice of such
meeting.

         Section 3.09. Quorum. At all meetings of the Board of Directors, the
presence of a majority of the number of the Directors fixed by or in the manner
provided in the Articles of Incorporation or these Bylaws shall constitute a
quorum for the transaction of business unless a greater number is required by
law, the Articles of Incorporation or the Bylaws. 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 of Directors unless the act of a greater number is required by law,
the Articles of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 3.10.  Removal.

         (A) No Director of the Corporation shall be removed from such office by
vote or other action of the shareholders of the Corporation or otherwise, except
at a meeting called expressly for such purpose pursuant to these Bylaws. No
Director of the Corporation shall be removed from such office by vote or other
action of the shareholders of the Corporation or otherwise, except for cause,
which shall be deemed to exist only if: (i) such Director has been convicted, or
such Director is granted immunity to testify where another has been convicted,
of a felony by a court of competent jurisdiction (and such conviction is no
longer subject to direct appeal); (ii) such Director has been found by a court
of competent jurisdiction (and such finding is no longer subject to direct
appeal) or by the affirmative vote of at least a majority of the other members
of the Board of Directors at any regular or special meeting of the Board of
Directors called for such purpose to have been grossly negligent or guilty of
willful misconduct in the performance of his duties to the Corporation in a
matter of substantial importance to the Corporation; (iii) such Director has
been adjudicated by a court of competent jurisdiction to be mentally
incompetent, which mental incompetency directly affects his ability to perform
as a Director of the Corporation; or (iv) such Director has been found by a
court of competent jurisdiction (and such finding is no longer subject to direct
appeal) or by the affirmative vote of at least a majority of the other members
of the Board of Directors at any regular or special meeting of the Board of
Directors called for such purpose to have breached such Director's duty of
loyalty to the Corporation or its shareholders or to have engaged in any
transaction with the Corporation from which such Director derived an improper
personal benefit. No Director of the Corporation so removed may be nominated,
re-elected or reinstated as a Director of the Corporation so long as the cause
for removal continues to exist. Any proposal by a shareholder of the Corporation
to remove a Director of the Corporation, in order to be validly acted upon at
any meeting, shall comply with Section 2.14 hereof.

         (B) Notwithstanding Section 3.10(A) hereof, whenever holders of shares
of one or more outstanding series of preferred stock of the Corporation are
entitled to elect one or more Directors of the Corporation under circumstances
as shall be provided by or pursuant to the Articles of Incorporation, any
Director of the Corporation so elected may be removed in

                                      -8-

<PAGE>

accordance with such provisions.

         Section 3.11. Vote of Directors to Fill Vacancy. Any vacancy occurring
in the initial Board of Directors before the issuance of shares may be filled by
the affirmative vote or written consent of a majority of the incorporators or by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors. Any vacancy subsequently occurring in the
Board of Directors after the issuance of shares may be filled in accordance with
Section 3.12 of this Article III or may be filled by the affirmative vote of a
majority of the remaining Directors though less than a quorum of the Board of
Directors. A Director elected to fill a vacancy shall be elected for the
unexpired term of such Director's predecessor in office. A directorship to be
filled by reason of an increase in the number of Directors may be filled in
accordance with Section 3.12 of this Article III or may be filled by the Board
of Directors for a term of office continuing only until the next election of one
(1) or more Directors by the shareholders; provided that the Board of Directors
may not fill more than two (2) such directorships during the period between any
two (2) successive annual meetings of the shareholders.

         Section 3.12. Vote of Shareholders to Fill Vacancy. Any vacancy
occurring in the Board of Directors or any directorship to be filled by reason
of an increase in the number of Directors may be filled by election at any
annual or special meeting of shareholders called for that purpose.

         Section 3.13. Action Without Meeting; Telephone Meetings. Unless
otherwise restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at a meeting of the Board of Directors
or of any committee designated by the Board of Directors 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 of Directors or committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote at a meeting
and may be stated as such in any document or instrument filed with the Secretary
of State. Subject to applicable notice provisions and unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors or members of any committee designated by the Board of
Directors may participate in and hold a meeting by means of 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 such 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 3.14. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board to preside at their meetings and perform such other duties
as the Board may from time to time assign to the Chairman.

         Section 3.15. Compensation. Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board; provided that nothing herein contained
shall be construed to preclude any Director from serving the

                                      -9-

<PAGE>

Corporation in any other capacity and receiving compensation therefor. Members
of any committee designated by the Board may, by resolution of the Board of
Directors, be allowed like compensation for attending committee meetings.

         Section 3.16. Committees. The Board of Directors, by resolution adopted
by a majority of the full Board of Directors, may designate from among its
members one (1) or more committees, each of which shall be comprised of one (1)
or more of its members and may designate one (1) or more of its members as
alternate members of any committee, who may, subject to any limitations imposed
by the Board of Directors, replace absent or disqualified members at any meeting
of that committee. Any such committee, except to the extent provided in said
resolution, shall have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the Corporation,
except where action of the full Board of Directors is required by law or by the
Articles of Incorporation. Any member of the committees may be removed by the
Board of Directors by the affirmative vote of a majority of the Board of
Directors, whenever in its judgment the best interests of the Corporation will
be served thereby. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

                                   ARTICLE IV.

                                     NOTICES

         Section 4.01. Method. Whenever by statute, the Articles of
Incorporation or these Bylaws, notice is required to be given to any Director or
shareholder, and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be given
in writing, either personally or by mail, postage prepaid, addressed to such
Director or shareholder at such address as appears on the share transfer records
of the Corporation or in any other method permitted by law. Any notice required
or permitted to be given by mail shall be deemed to be given three business days
after the same shall be thus deposited in the United States mail as aforesaid.

         Section 4.02. Waiver. Whenever any notice is required to be given to
any shareholder or Director of the Corporation by law, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, shall be deemed equivalent to the giving of such notice. Attendance
of a shareholder or Director at a meeting shall constitute a waiver of notice of
such meeting, except where a shareholder or Director 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. Consent in writing by a shareholder
or Director to any action taken or resolution adopted by the shareholders or
Directors of the Corporation shall constitute a waiver of any and all notices
required to be given in connection with such action or resolution.

                                      -10-

<PAGE>

                                   ARTICLE V.

                                    OFFICERS

         Section 5.01. Elected Officers. The elected officers of the Corporation
shall be a Chairman of the Board (if the Board of Directors shall determine the
election of such officer to be appropriate), President, and one or more Vice
Presidents as may be determined from time to time by the Board (and, in the case
of each such Vice President, with such descriptive title, if any, as the Board
of Directors shall deem appropriate), a Secretary, and a Treasurer. The Chairman
of the Board, if any, shall be a member of the Board of Directors. No other
elected officer of the Corporation need be a member of the Board of Directors.
The Board of Directors may appoint such other officers and agents as it shall
deem necessary, who shall be appointed for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

         Section 5.02. Election. So far as is practicable, all elected officers
shall be elected by the Board of Directors at its first meeting after each
annual meeting of shareholders.

         Section 5.03. Appointive Officers. The Board of Directors may also
appoint one or more Assistant Secretaries and Assistant Treasurers and such
other officers and assistant officers and agents (none of whom need be a member
of the Board) as it shall from time to time deem necessary, who shall exercise
such powers and perform such duties as shall be set forth in these Bylaws or
determined from time to time by the Board of Directors.

         Section 5.04. Two or More Offices. Any two (2) or more offices may be
held by the same person.

         Section 5.05. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board of Directors. The
Board of Directors may from time to time delegate to the President the authority
to fix the compensation of any or all of the other officers of the Corporation.

         Section 5.06. Term of Office; Removal; Filling of Vacancies. Each
elected officer of the Corporation shall hold office until his successor is
chosen and qualified in his stead or until his earlier death, resignation,
retirement, disqualification or removal from office. Each appointive officer
shall hold office at the pleasure of the Board of Directors without the
necessity of periodic reappointment. Any officer or agent elected or appointed
by the Board of Directors may be removed at any time by the Board of Directors
whenever in its judgment the best interests of the Corporation 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
will not of itself create contract rights. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the Board of Directors.

                                      -11-

<PAGE>

         Section 5.07. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board to preside at their meetings and perform such other duties
as the Board may from time to time assign to the Chairman.

         Section 5.08. Chief Executive Officer. The Board of Directors may, but
shall not be required to, elect a Chief Executive Officer. If so elected, the
Chief Executive Officer shall preside at all meetings of the shareholders and
the Board of Directors unless the Board shall choose to elect a Chairman of the
Board, in which event the Chief Executive Officer shall preside at Board of
Directors' meetings in the absence of the Chairman of the Board of Directors.
The Chief Executive Officer shall have general and active management of the
business and affairs of the Corporation, shall see that all orders and
resolutions of the Board are carried into effect, and shall perform such other
duties as the Board of Directors shall prescribe. Such duties shall be performed
by the President of the Corporation if the Board of Directors does not elect a
Chief Executive Officer.

         Section 5.09. Chief Operating Officer. The Board of Directors may, but
shall not be required to, elect a Chief Operating Officer. If so elected, the
Chief Operating Officer shall have general and active management of the
day-to-day operations of the Corporation and shall perform such other duties as
the Board of Directors shall prescribe. Such duties shall be performed by the
President of the Corporation if the Board of Directors does not elect a Chief
Operating Officer.

         Section 5.10. Chief Financial Officer. The Board of Directors may, but
shall not be required to, elect a Chief Financial Officer. If so elected, the
Chief Financial Officer shall have principal responsibility for the financial,
tax and accounting affairs of the Corporation and shall discharge such specific
responsibilities in connection therewith, including, without limitation,
preparation of periodic financial statements of the Corporation, as may be
assigned to such person from time to time by the Board of Directors, the Chief
Executive Officer, the Chief Operating Officer or the President. Such duties
shall be performed by the Treasurer of the Corporation if the Board of Directors
does not elect a Chief Financial Officer.

         Section 5.11. President. The President shall have general powers of
oversight, supervision and management of the business and affairs of the
Corporation. The President shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall have such other
powers and duties as usually pertain to such office or as may be prescribed by
the Board of Directors. The President shall execute bonds, mortgages,
instruments, contracts, agreements, and other documentation, except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

         Section 5.12. Vice Presidents. Each Vice President shall have such
titles as may be prescribed by the Board of Directors, and shall generally
assist the President and shall have such powers and perform such duties and
services as shall from time to time be prescribed or delegated to him by the
Chief Executive Officer, the Chief Operating Officer, the President, or the
Board of Directors.

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<PAGE>

         Section 5.13. Treasurer. The Treasurer shall have the care and custody
of all monies, funds and securities of the Corporation; shall deposit or cause
to be deposited all such funds in and with such depositories as the Board of
Directors shall from time to time direct or as shall be selected in accordance
with procedure established by the Board; shall advise upon all terms of credit
granted by the Corporation; and shall be responsible for the collection of all
its accounts and shall cause to be kept full and accurate accounts of all
receipts and disbursements of the Corporation. He shall have the power to
endorse for deposit or collection or otherwise all checks, drafts, notes, bills
of exchange or other commercial papers payable to the Corporation and to give
proper receipts or discharges for all payments to the Corporation. The Treasurer
shall generally perform all the duties usually appertaining to the office of
treasurer of a corporation. In the absence or disability of the Treasurer, his
duties shall be performed and his powers may be exercised by the Assistant
Treasurers in the order of their seniority, unless otherwise determined by the
Treasurer, the Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the President, or the Board of
Directors. If required by the Board of Directors, he shall give the Corporation
a bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office.

         Section 5.14. Assistant Treasurers. Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Treasurer, the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, The Chief Financial Officer, the President, or the
Board of Directors.

         Section 5.15. Secretary. The Secretary shall see that notice is given
of all meetings of the shareholders and special meetings of the Board of
Directors and shall keep and attest true records of all proceedings at all
meetings of the shareholders and the Board. He shall have charge of the
corporate seal and have authority to attest any and all instruments or writings
to which the same may be affixed. He shall keep and account for all books,
documents, papers and records of the Corporation except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates and shall generally perform all the duties usually
appertaining to the office of secretary of a corporation. In the absence or
disability of the Secretary, his duties shall be performed and his powers may be
exercised by the Assistant Secretaries in the order of their seniority, unless
otherwise determined by the Secretary, the Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer, the President, or the Board of
Directors.

         Section 5.16. Assistant Secretaries. Each Assistant Secretary shall
generally assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to him
by the Secretary, the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, the President, or the Board of Directors.

         Section 5.17. Additional Powers and Duties. In addition to the
foregoing especially enumerated duties, services, and powers, the several
elected and appointive officers of the Corporation shall perform such other
duties and services and exercise such further powers as may be provided by
statute, the Articles of Incorporation or these Bylaws or as the Board of

                                      -13-

<PAGE>

Directors may from time to time determine or as may be assigned to them by any
competent superior officer.

                                   ARTICLE VI.

                        CERTIFICATES REPRESENTING SHARES

         Section 6.01. Certificates. Certificates in such form as may be
determined by the Board of Directors shall be delivered representing all shares
to which shareholders are entitled. Such certificates shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Each certificate shall state on the face thereof the holder's name, the
number and class of shares, and the par value of such shares or a statement that
such shares are without par value. They shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant transfer agent or registered
by a registrar, other than the Corporation or an employee of the Corporation,
the signature of any such officer may be facsimile. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.

         Section 6.02. Lost Certificates. The Board of Directors may direct a
new certificate representing shares to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate to be lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may require the owner of such lost or
destroyed certificate, or such owner's legal representative, to advertise the
same in such manner as it shall require and/or give the Corporation a bond in
such form, in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

         Section 6.03. Transfer of Shares. Except as is otherwise provided in
these Bylaws, shares of stock shall be transferable only on the books of the
Corporation by the holder thereof in person or by such holder's duly authorized
attorney. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation or the transfer agent of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

         Section 6.04. Registered Shareholders. Unless otherwise provided by
statute, the Corporation may regard the person in whose name any shares issued
by the Corporation are registered in the share transfer records of the
Corporation at any particular time (including, without limitation as of a record
date fixed pursuant to Sections 6.05 and 6.06) as the owner of those shares at
that time for purposes of voting those shares, receiving distributions thereon
or notices in respect thereof, transferring those shares, exercising rights of
dissent with respect to those shares, exercising or waiving any preemptive right
with respect to those shares, entering

                                      -14-

<PAGE>

into agreements with respect to those shares in accordance with the Texas
Business Corporation Act or giving proxies with respect to those shares. Neither
the Corporation nor any of its officers, Directors, employees or agents shall be
liable for regarding that person as the owner of those shares at that time for
those purposes, regardless of whether that person possesses a certificate for
those shares.

         Section 6.05. Fixing Record Date for Matters Other Than Consents to
Action. For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive a distribution by the Corporation (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or a share
dividend, or in order 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 of Directors may provide that the share transfer records shall be
closed for a stated period but not to exceed, in any case, sixty (60) days. If
the share transfer records shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
records shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the share transfer records, the Board of Directors
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days, and, in
the case of a meeting of shareholders, not less than ten (10) days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares) or a share dividend, the date on which such notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such distribution or share dividend is adopted, as the case
may be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof, except where the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired.

         Section 6.06. Fixing Record Date for Consents to Action. Unless a
record date shall have previously been fixed or determined pursuant to this
Article VI, whenever action by shareholders is proposed to be taken by consent
in writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of Directors and the prior action of the Board of Directors is not required by
the Texas Business Corporation Act, the record date for determining shareholders
entitled to consent to action in writing without a meeting 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 Corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the books in which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation's
principal place of business shall be

                                      -15-

<PAGE>

addressed to the President or the principal executive officer of the
Corporation. If no record date shall have been affixed by the Board of Directors
and prior action of the Board of Directors is required by statute, the record
date for determining shareholders entitled to consent to action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts resolution taking such prior action.

         Section 6.07. Distribution Held in Suspense. Distributions made by the
Corporation, including those that were payable but not paid to a holder of
shares or to such holder's heirs, successors or assigns, and have been held in
suspense by the Corporation or were paid or delivered by it into an escrow
account or to a trustee or custodian, shall be payable by the Corporation,
escrow agent, trustee or custodian to the holder of the shares as of the record
date determined for that distribution as provided in Section 6.05, or to such
holder's heirs, successors or assigns.

         Section 6.08. Joint Owners of Shares. When shares are registered on the
books of the Corporation in the names of two (2) or more persons as joint owners
with the right of survivorship, after the death of a joint owner and before the
time that the Corporation receives actual written notice that parties other than
the surviving joint owner or owners claim an interest in the shares or any
distributions thereon, the Corporation may record on its books and otherwise
effect the transfer of those shares to any person, firm, or Corporation
(including that surviving joint owner individually) and pay any distributions
made in respect of those shares, in each case as if the surviving joint owner or
owners were the absolute owners of the shares. The Corporation permitting such a
transfer by and making any distribution to such a surviving joint owner or
owners before the receipt of written notice from other parties claiming an
interest in those shares or distributions is discharged from all liability for
the transfer or payment so made; provided, however, that the discharge of the
Corporation from liability and the transfer of full legal and equitable title of
the shares in no way affects, reduces, or limits any cause of action existing in
favor of any owner of an interest in those shares or distributions against the
surviving owner or owners.

                                  ARTICLE VII.

                               GENERAL PROVISIONS

         Section 7.01. Distributions. Distributions upon the outstanding shares
of the Corporation, subject to the provisions of the Articles of Incorporation,
may be declared by the Board of Directors at any regular or special meeting.
Distributions may be paid in cash, in property or in shares of the Corporation,
subject to the provisions of the statutes and the Articles of Incorporation.

         Section 7.02. Reserves. There may be created by resolution of the Board
of Directors out of the surplus of the Corporation such reserve or reserves as
the Directors from time to time, in their discretion, think proper to provide
for contingencies, or to equalize distributions, or to repair or maintain any
property of the Corporation, or for such other purposes as the Board of

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<PAGE>

Directors shall think beneficial to the Corporation, and the Board of Directors
may modify or abolish any such reserve in the manner in which it was created.

         Section 7.03. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 7.04. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 7.05. Seal. The corporate seal shall be kept in the safe
custody of the Secretary of the Corporation and shall have inscribed thereon the
name of the Corporation and may be in such form as the Board of Directors may
determine. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         Section 7.06. Indemnification. The Corporation shall have the authority
to and shall indemnify and advance expenses to the Directors, officers,
employees, agents of the Corporation or any other persons serving at the request
of the Corporation in such capacities in a manner and to the maximum extent
permitted by applicable state or federal law. The Corporation may purchase and
maintain liability insurance or make other arrangements for such obligations to
the extent permitted by the Texas Business Corporation Act.

         Section 7.07. Transactions with Directors and Officers. No contract or
transaction between the Corporation and one (1) or more of its Directors or
officers, or between the Corporation and any other Corporation, partnership,
association, or other organization in which one (1) or more of its directors or
officers are Directors or officers or have a financial interest, shall be void
or voidable solely for this reason, solely because the Director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof that authorizes the contract or transaction, or solely because his, her,
its or their votes are counted for such purpose, if:

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

                  (2) The material facts as to such person's 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 Corporation
         as of the time it is authorized, approved or ratified by the Board of
         Directors, a committee thereof, or the shareholders.

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<PAGE>

Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee that authorizes
the contract or transaction.

         Section 7.08. Amendments. The Board of Directors may amend or repeal
the Bylaws of the Corporation or adopt new Bylaws, unless: (1) the Articles of
Incorporation or the Texas Business Corporation Act reserves the power
exclusively to the shareholders in whole or part; or (2) the shareholders in
amending, repealing or adopting a particular bylaw expressly provide that the
Board of Directors may not amend or repeal that bylaw. Unless the Articles of
Incorporation provide otherwise, the holders of a majority of the outstanding
shares of capital stock entitled to vote may amend, repeal or adopt any Bylaw,
even though such Bylaw may also be amended, repealed or adopted by the Board of
Directors.

         Section 7.09. Table of Contents; Headings. The Table of Contents and
headings used in these Bylaws have been inserted for convenience only and do not
constitute matters to be construed in interpretation.

                            CERTIFICATE BY SECRETARY

         The undersigned, being the Secretary of the Corporation, hereby
certifies that the foregoing code of Bylaws was duly adopted by the Directors of
said Corporation effective on August 22, 2001.

                                    ------------------------------------
                                    Secretary


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