<PAGE>   1

EXHIBIT 3.1




                                     BYLAWS
                                       OF
                           GTE CALIFORNIA INCORPORATED
                           ---------------------------
                           (A California Corporation)

                                  AS IN EFFECT
                                  APRIL 1, 1995









Amended:   April 17, 1998



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                                      INDEX

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

         Section 1.                 Principal Executive Office....................................................1
         Section 2.                 Other Offices.................................................................1

ARTICLE II.  SHAREHOLDERS

         Section 1.                 Place of Meetings.............................................................1
         Section 2.                 Annual Meetings...............................................................1
         Section 3.                 Special Meetings..............................................................1
         Section 4.                 Notice of Annual or Special Meetings..........................................2
         Section 5.                 Quorum........................................................................2
         Section 6.                 Adjourned Meetings and Notice Thereof.........................................3
         Section 7.                 Voting........................................................................3
         Section 8.                 Record Date...................................................................5
         Section 9.                 Consent of Absentees..........................................................6
         Section 10.                Action Without Meeting........................................................6
         Section 11.                Proxies.......................................................................6
         Section 12.                Inspectors of Election........................................................7
         Section 13.                Conduct of Meeting............................................................7

ARTICLE III.  DIRECTORS

         Section 1.                 Powers........................................................................8
         Section 2.                 Number of Directors...........................................................8
         Section 3.                 Election and Term of Office...................................................9
         Section 4.                 Vacancies.....................................................................9
         Section 5.                 Place of Meeting.............................................................10
         Section 6.                 Regular Meetings.............................................................10
         Section 7.                 Special Meetings.............................................................10
         Section 8.                 Quorum.......................................................................10
         Section 9.                 Participation in Meetings by Conference Telephone............................11
         Section 10.                Waiver of Notice.............................................................11
         Section 11.                Adjournment..................................................................11
         Section 12.                Fees and Compensation........................................................11
         Section 13.                Action Without Meeting.......................................................11
         Section 14.                Rights of Inspection.........................................................11
         Section 15.                Committees...................................................................12

ARTICLE IV.  OFFICERS

         Section 1.                 Officers.....................................................................13
         Section 2.                 Election.....................................................................13
         Section 3.                 Subordinate Officers.........................................................13
         Section 4.                 Removal and Resignation......................................................13
         Section 5.                 Vacancies....................................................................13
</TABLE>

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<TABLE>
<S>                                 <C>                                                                        <C>
         Section 6.                 President....................................................................13
         Section 7.                 Vice Presidents..............................................................14
         Section 8.                 Secretary....................................................................14
         Section 9.                 Treasurer....................................................................14
         Section 10.                Controller...................................................................15

ARTICLE V.  OTHER PROVISIONS

         Section 1.                 Inspection of Corporate Records..............................................15
         Section 2.                 Inspection of Bylaws.........................................................16
         Section 3.                 Endorsement of Documents; Contracts..........................................16
         Section 4.                 Certificates of Stock and Lost Certificates..................................16
         Section 5.                 Representation of Shares of Other Corporations...............................17
         Section 6.                 Annual Report to Shareholders................................................17
         Section 7.                 Construction and Definitions.................................................17

ARTICLE VI.  INDEMNIFICATION

         Section 1.                 Definitions..................................................................18
         Section 2.                 Indemnification in Actions by Third Parties..................................18
         Section 3.                 Indemnification in Actions by or in the Right of the Corporation.............18
         Section 4.                 Indemnification Against Expenses.............................................19
         Section 5.                 Required Determinations......................................................19
         Section 6.                 Advance of Expenses..........................................................19
         Section 7.                 Other Indemnification........................................................20
         Section 8.                 Forms of Indemnification not Permitted.......................................20
         Section 9.                 Insurance....................................................................20
         Section 10.                Nonapplicability to Fiduciaries of Employee Benefit Plans....................20

ARTICLE VII.  AMENDMENTS
</TABLE>



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                                     Bylaws
                       (Bylaws for the regulation, except
                       as otherwise provided by statute or
                         its Articles of Incorporation)
                                       OF
                           GTE CALIFORNIA INCORPORATED

                           (a California corporation)


                                    ARTICLE I

                                     OFFICES

         Section 1. Principal Executive Office. The principal executive office
of the corporation is fixed and located at One GTE Place, Thousand Oaks,
California 91362-3811. The Board of Directors (herein called the "Board") is
granted full power and authority to change said principal executive office from
one location to another. Any such change shall be noted on the Bylaws opposite
this Section, or this Section may be amended to state the new location.

         Section 2. Other Offices. Branch or subordinate offices may
be established at any time by the Board at any place or places.



                                   ARTICLE II

                                  SHAREHOLDERS

         Section 1. Place of Meetings. Meetings of Shareholders shall be held
either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated either
by the Board or by the written consent of all persons entitled to vote thereat,
given either before or after the meeting and filed with the Secretary.

         Section 2. Annual Meetings. The annual meetings of Shareholders shall
be held on the second Wednesday in April at 10 a.m., local time, or such other
date or such other time as may be fixed by the Board; provided, however, that
should said date fall upon a Saturday, Sunday or legal holiday observed by the
corporation at its principal executive office, then any such annual meeting of
Shareholders shall be held at the same time and place on the next day thereafter
ensuing which is a full business day. At such meetings, Directors shall be
elected and any other proper business may be transacted.

         Section 3. Special Meetings. Special meetings of the Shareholders may
be called at any time by the Board, the President, or by the holders of shares
entitled to cast not less 


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than ten percent of the votes at such meeting. Upon request in writing to the
President, any Vice President or the Secretary or by any person (other than the
Board) entitled to call a special meeting of Shareholders, the officer forthwith
shall cause notice to be given to the Shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting, not less than 35 nor more than 60 days after the receipt of the
request. If the notice is not given within 20 days after receipt of the request,
the persons entitled to call the meeting may give the notice.

         Section 4. Notice of Annual or Special Meetings. Written notice of each
annual or special meeting of Shareholders shall be given not less than ten nor
more than 60 days before the date of the meeting to each Shareholder entitled to
vote thereat. Such notice shall state the place, date and hour of the meeting
and (i) in the case of a special meeting, the general nature of the business to
be transacted, and no other business may be transacted, or (ii) in the case of
the annual meeting, those matters which the Board, at the time of the mailing of
the notice, intends to present for action by the Shareholders, but, subject to
the provisions of applicable law, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which Directors are to be
elected shall include the names of nominees intended at the time of the notice
to be presented by management for election.

         Notice of a Shareholders' meeting shall be given either personally or
by mail or by other means of written communication, addressed to the Shareholder
at the address of such Shareholder appearing on the books of the corporation or
given by the Shareholder to the corporation for the purpose of notice; or, if no
such address appears or is given, at the place where the principal executive
office of the corporation is located or by publication at least once in a
newspaper of general circulation in the county in which the principal executive
office is located. Notice by mail shall be deemed to have been given at the time
a written notice is deposited in the United States mails, postage prepaid. Any
other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually transmitted by the person giving the notice by
electronic means, to the recipient.

         Section 5. Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
Shareholders. The Shareholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough Shareholders to have less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.



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         Section 6. Adjourned Meetings and Notice Thereof. Any Shareholders'
meeting, whether or not a quorum is present, may be adjourned from time-to-time
by the vote of a majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of a quorum
(except as provided in Section 5 of this ARTICLE) no other business may be
transacted at such meeting.

         It shall not be necessary to give any notice of the time and place of
the adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken; provided,
however, when any shareholders' meeting is adjourned for more than 45 days or,
if after adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given as in the case of an original
meeting.

         Section 7. Voting. The Shareholders entitled to notice of any meeting
or to vote at any such meeting shall be only persons in whose name shares stand
on the stock records of the corporation on the record date determined in
accordance with Section 8 of this ARTICLE.

         Voting shall in all cases be subject to the provisions of Chapter 7 of
the California General Corporation Law, and to the following provisions:

         (a) Subject to clause (g), shares held by an administrator, executor,
guardian, conservator or custodian may be voted by such holder either in person
or by proxy, without a transfer of such shares into the holder's name; and
shares standing in the name of a trustee may be voted by the trustee, either in
person or by proxy, but no trustee shall be entitled to vote shares held by such
trustee without a transfer of such shares into the trustee's name.

         (b) Shares standing in the name of a receiver may be voted by such
receiver; and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is contained in the order of the court by which such receiver was
appointed.

         (c) Subject to the provisions of Section 705 of the California General
Corporation Law and except where otherwise agreed in writing between the
parties, a Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         (d) Shares standing in the name of a minor may be voted and the
corporation may treat all rights incident thereto as 


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<PAGE>   7

exercisable by the minor, in person or by proxy, whether or not the corporation
has notice, actual or constructive, of the nonage, unless a guardian of the
minor's property has been appointed and written notice of such appointment given
to the corporation.

         (e) Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy holder as the Bylaws of
such other corporation may prescribe or, in the absence of such provision, as
the Board of Directors of such other corporation may determine or, in the
absence of such determination, by the Chairman of the Board, President or any
Vice President of such other corporation, or by any other person authorized to
do so by the Chairman of the Board, President or any Vice President of such
other corporation. Shares which are purported to be voted or any proxy purported
to be executed in the name of a corporation (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance with the provisions of this subdivision, unless the contrary is
shown.

         (f) Shares of the corporation owned by any subsidiary shall not be
entitled to vote on any matter.

         (g) Shares held by the corporation in a fiduciary capacity, and shares
of the issuing corporation held in a fiduciary capacity by any subsidiary, shall
not be entitled to vote on any matter, except to the extent that the settlor or
beneficial owner possesses and exercises a right to vote or to give the
corporation binding instructions as to how to vote such shares.

         (h) If shares stand of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint-tenants, tenants-in-common,
husband and wife as community property, tenants-by-the-entirety, voting
trustees, persons entitled to vote under a Shareholder voting agreement or
otherwise, or if two or more persons (including proxy holders) have the same
fiduciary relationship respecting the same shares, unless the Secretary of the
corporation is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect:

                    (i) If only one votes, such act binds all;

                   (ii) If more than one vote, the act of the majority so voting
binds all;

                  (iii) If more than one vote, but the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionately.


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         If the instrument so filed or the registration of the shares shows that
any such tenancy is held in unequal interests, a majority or even split for the
purpose of this Section shall be a majority or even split in interest.

         Subject to the following sentence and to the provisions of Section 708
of the California General Corporation Law, every Shareholder entitled to vote at
any election of Directors may cumulate such Shareholder's votes and give one
candidate a number of votes equal to the number of Directors to be elected
multiplied by the number of votes to which the Shareholder's shares are
entitled, or distribute the Shareholder's votes on the same principle among as
many candidates as the Shareholder thinks fit. No Shareholder shall be entitled
to cumulate votes for any candidate or candidates pursuant to the preceding
sentence unless such candidate or candidates' names have been placed in
nomination prior to the voting and the Shareholder has given notice at a meeting
prior to the voting of the Shareholder's intention to cumulate the Shareholder's
votes. If any one Shareholder has given such notice, all Shareholders may
cumulate their votes for candidates in nomination.

         Elections need not be by ballot; provided, however, that all elections
for Directors must be by ballot upon demand made by a Shareholder at the meeting
and before the voting begins.

         In any election of Directors, the candidates receiving the highest
number of votes of the shares entitled to be voted for them up to the number of
Directors to be elected by such shares are elected.

         Section 8. Record Date. The Board may fix, in advance, a record date
for the determination of the Shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution, or
any allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than 60 days nor less than
ten days prior to the date of the meeting nor more than 60 days prior to any
other action. When a record date is so fixed, only Shareholders of record on
that date are entitled to notice of and to vote at the meeting or to receive the
dividend, distribution, or allotment of rights, or to exercise of the rights, as
the case may be, notwithstanding any transfer of shares on the books of the
corporation after the record date. A determination of Shareholders of record
entitled to notice of or to vote at a meeting of Shareholders shall apply to any
adjournment of the meeting unless the Board fixes a new record date for the
adjourned meeting. The Board shall fix a new record date if the meeting is
adjourned for more than 45 days.

         If no record date is fixed by the Board, the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the 


                                      -5-
<PAGE>   9

business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the next business day next preceding the day
on which the meeting is held. The record date for determining Shareholders for
any purpose other than set forth in this Section 8 or Section 10 of this ARTICLE
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.

         Section 9. Consent of Absentees. The transactions of any meeting of
Shareholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice, or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Neither the business to be transacted at nor the purpose
of, any regular or special meeting of Shareholders need be specified in any
written waiver of notice, except as provided in Section 601(f) of the California
General Corporation Law.

         Section 10. Action Without Meeting. Subject to Section 603 of the
California General Corporation Law, any action which, under any provision of the
California General Corporation Law, may be taken at any annual or special
meeting of Shareholders, may be taken without a meeting and without prior notice
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Unless a
record date for voting purposes be fixed as provided in Section 8 of this
ARTICLE, the record date for determining Shareholders entitled to give consent
pursuant to this Section 10, when no prior action by the Board has been taken,
shall be the day on which the first written consent is given.

         Section 11. Proxies.  Every person entitled to vote shares has the 
right to do so either in person or by one or more persons authorized by a
written proxy executed by such Shareholder and filed with the Secretary. Any
proxy duly executed is not revoked and continues in full force and effect until
revoked by the person executing it prior to the vote pursuant thereto by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or by attendance at the meeting and voting in person by the
person executing the proxy; provided, however, that no proxy shall be valid
after the expiration of eleven months from the date of its execution unless
otherwise provided in the proxy.


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         Section 12. Inspectors of Election. In advance of any meeting of
Shareholders, the Board may appoint any persons other than nominees for office
Inspectors of Election to act at such meeting and any adjournment thereof. If
Inspectors of Election be not so appointed, or if any persons so appointed fail
to appear or refuse to act, the Chairman of any such meeting may, and on the
request of any Shareholder or Shareholder's proxy shall, make such appointment
at the meeting. The number of Inspectors shall be either one or three. If
appointed at a meeting on the request of one or more Shareholders or proxies,
the majority of shares present shall determine whether one or three Inspectors
are to be appointed.

         The duties of such Inspectors shall be as prescribed by Section 707(b)
of the California General Corporation Law and shall include: determining the
number of shares outstanding and the voting power of each; the shares
represented at the meeting; the existence of a quorum; the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents;
determining when the polls shall close; determining the result; and doing such
acts as may be proper to conduct the election or vote with fairness to all
shareholders. If there are three inspectors of Election, the decision, act or
certificate of a majority is effective in all respects as the decision, act or
certificate of all.

         Section 13. Conduct of Meeting. The President or any Vice President may
preside as Chairman at all meetings of the Shareholders. The Chairman shall
conduct each such meeting in a businesslike and fair manner, but shall not be
obligated to follow any technical, formal or parliamentary rules or principles
of procedure. The Chairman's rulings on procedural matters shall be conclusive
and binding on all Shareholders, unless at the time of a ruling a request for a
vote is made to the Shareholders holding shares entitled to vote and which are
represented in person or by proxy at the meeting, in which case the decision of
a majority if such shares shall be conclusive and binding on all Shareholders.
Without limiting the generality of the foregoing, the Chairman shall have all of
the powers usually vested in the Chairman of a meeting of Shareholders.


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                                   ARTICLE III

                                    DIRECTORS

         Section 1. Powers. Subject to limitations of the Articles, of these
Bylaws and of the California General Corporation Law relating to action required
to be approved by the Shareholders or by the outstanding shares, the business
and affairs of the corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board. The Board may delegate the
management of the day-to-day operation of the business of the corporation to a
management company or other person provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board. Without prejudice to such general powers,
but subject to the same limitations, it is hereby expressly declared that the
Board shall have the following powers in addition to the other powers enumerated
in these Bylaws:

         (a)      To select and remove all the other officers, agents and
                  employees of the corporation, prescribe the powers and duties
                  for them as may not be inconsistent with law, with the
                  Articles or these Bylaws, fix their compensation and require
                  from them security for faithful service.

         (b)      To conduct, manage and control the affairs and business of the
                  corporation and to make such rules and regulations therefor
                  not inconsistent with law, or with the Articles or these
                  Bylaws, as they may deem best.

         (c)      To adopt, make and use a corporate seal, and to prescribe the
                  forms of certificates of stock, and to alter the form of such
                  seal and of such certificates from time-to-time as in their
                  judgment they may deem best.

         (d)      To authorize the issuance of shares of stock of the
                  corporation from time-to-time, upon such terms and for such
                  consideration as may be lawful.

         (e)      To borrow money and incur indebtedness for the purposes of the
                  corporation, and to cause to be executed and delivered 
                  therefor, in the corporate name, promissory notes, bonds,
                  debentures, deeds of trust, mortgages, pledges, hypothecations
                  or other evidences of debt and securities therefor.

         Section 2. Number of Directors. The authorized number of Directors
shall be not less than three nor more than five until changed by amendment of
the Articles or by a Bylaw duly adopted by the Shareholders. The exact number of
Directors shall be 


                                      -8-
<PAGE>   12

fixed, within the limits specified, by the Board or the Shareholders in the same
manner provided in these Bylaws for the amendment hereof. The exact number of
Directors shall be THREE (3) until changed as provided in this Section 2.

         Section 3. Election and Term of Office. The Directors shall be elected
at each annual meeting of the Shareholders, but if any such annual meeting is
not held or the Directors are not elected thereat, the Directors may be elected
at any special meeting of Shareholders held for that purpose. Each Director
shall hold office until the next annual meeting and until a successor has been
elected and qualified. A nonemployee Director who shall have attained the age of
68 shall be ineligible for reelection as a Director of the corporation and no
person who shall have attained the age of 68 shall be eligible for election as a
nonemployee Director of the corporation. An employee of the corporation or any
affiliate, who may be elected a Director of the corporation, shall automatically
cease to be a Director upon his retirement or termination of his employment from
the corporation or such affiliate.

         Section 4. Vacancies. Any Director may resign effective upon giving
written notice to the President, the Secretary or the Board, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected to take
office when the resignation becomes effective.

         Vacancies in the Board, except those existing as a result of a removal
of a Director, may be filled by a majority of the remaining Directors, though
less than a quorum, or by a sole remaining Director, and each Director so
elected shall hold office until the next annual meeting and until such
Director's successor has been elected and qualified.

         A vacancy or vacancies in the Board shall be deemed to exist in case of
the death, resignation or removal of any Director, or if the authorized number
of Directors be increased, or if the Shareholders fail, at any annual or special
meeting of Shareholders at which any Director or Directors are elected, to elect
the full authorized number of Directors to be voted for at that meeting.

         The Board may declare vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a felony.

         The Shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors. Any such election by
written consent other than to fill a vacancy created by removal requires the
consent of a majority of the outstanding shares entitled to vote. Any such
election by written consent to fill a vacancy created by removal requires
unanimous consent.


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<PAGE>   13

         No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of the Director's term
of office.

         Section 5. Place of Meeting. Regular or special meetings of the Board
shall be held at any place within or without the State of California which has
been designated from time-to-time by the Board. In the absence of such
designation, regular meetings shall be held at the principal executive office of
the corporation.

         Section 6. Regular Meetings.  Immediately following each annual meeting
of Shareholders the Board may hold a regular meeting for the purpose of
organization, election of officers and the transaction of other business.

         Other regular meetings of the Board may be held without call on such
dates and at such times as may be fixed by the Board. Call and notice of all
regular meetings of the Board are hereby dispensed with.

         Section 7. Special Meetings.  Special meetings of the Board for any 
purpose or purposes may be called at any time by the President or the Secretary
or by any two Directors.

         Special meetings of the Board shall be held upon four days' written
notice or 48 hours' notice given personally or by telephone, telegraph, telex or
other similar means of communication. Any such notice shall be addressed or
delivered to each Director at such Director's address as it is shown upon the
records of the corporation or as may have been given to the corporation by the
Director for purposes of notice or, if such address is not shown on such records
or is not readily ascertainable, at the place in which the meetings of the
Directors are regularly held.

         Notice by mail shall be deemed to have been given at the time a written
notice is deposited in the United States mails, postage prepaid. Any other
written notice shall be deemed to have been given at the time it is personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually transmitted by the person giving the notice by electronic means, to
the recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.

         Section 8. Quorum. A majority of the authorized number of Directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as hereinafter provided. Every 




                                      -10-
<PAGE>   14

act or decision done or made by a majority of the Directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board, unless a greater number be required by law or by the Articles. A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is approved by
at least a majority of the required quorum for such meeting.

         Section 9. Participation in Meetings by Conference Telephone. Members
of the Board may participate in a meeting through use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another.

         Section 10. Waiver of Notice. Notice of a meeting need not be given to
any Director who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such Director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

         Section 11. Adjournment. A majority of the Directors present, whether
or not a quorum is present, may adjourn any Directors' meeting to another time
and place. Notice of the time and place of holding an adjourned meeting need not
be given to absent Directors if the time and place be fixed at the meeting
adjourned. If the meeting is adjourned for more than 24 hours, notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the Directors who were not present at the time of the
adjournment.

         Section 12. Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board.

         Section 13. Action Without Meeting. Any action required or permitted to
be taken by the Board may be taken without a meeting if all members of the Board
shall individually or collectively consent in writing to such action. Such
consent or consents shall have the same effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.

         Section 14. Rights of Inspection. Every Director shall have the
absolute right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
corporation and also of its subsidiary corporations, domestic or foreign. Such
inspection by a Director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.


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         Section 15. Committees.  The Board may appoint one or more committees,
each consisting of two or more Directors, and delegate to such committees any of
the authority of the Board except with respect to:

                    (i)       The approval of any action for which the
                              California General Corporation Law also requires
                              shareholders' approval or approval of the
                              outstanding shares;

                   (ii)       The filling of vacancies on the Board or on any
                              committee;

                  (iii)       The fixing of compensation of the Directors for
                              serving on the Board or on any committee;

                   (iv)       The amendment or repeal of Bylaws or the
                              adoption of new Bylaws;

                    (v)       The amendment or repeal of any resolution of the
                              Board which by its express terms is not so
                              amendable or repealable;

                   (vi)       A distribution to the shareholders of the
                              corporation except at a rate or in a periodic
                              amount or within a price range determined by the
                              Board; or

                  (vii)       The appointment of other committees of the Board
                              or the members thereof.

Any such committee must be designated, and the members or alternate members
thereof appointed by resolution adopted by a majority of the authorized number
of Directors and any such committee may be designated an Executive Committee or
by such other name as the Board shall specify. Alternate members of a committee
may replace any absent member at any meeting of the committee. The Board shall
have the power to prescribe the manner in which proceedings of any such
committee shall be conducted. In the absence of any such prescription, such
committee shall have the power to prescribe the manner in which its proceedings
shall be conducted. Unless the Board or such committee shall otherwise provide,
the regular and special meetings and other actions of any such committee shall
be governed by the provisions of this ARTICLE applicable to meetings and actions
of the Board. Minutes shall be kept of each meeting of each committee.


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<PAGE>   16

                                   ARTICLE IV

                                    OFFICERS

         Section 1. Officers. The officers of the corporation shall be a
President, a Secretary and a Treasurer. The corporation may also have, at the
discretion of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be
elected or appointed in accordance with the provisions of Section 3 of this
ARTICLE.

         Section 2. Election. The officers of the corporation, except such
officers as may be elected or appointed in accordance with the provisions of
Section 3 or Section 5 of this ARTICLE, shall be chosen annually by, and shall
serve at the pleasure of, the Board and shall hold their respective offices
until their resignation, removal, or other disqualification from service, or
until their respective successors shall be elected.

         Section 3. Subordinate Officers. The Board may elect, and may empower
the President to appoint, such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided in these Bylaws or as the Board may from
time-to-time determine.

         Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors at any time or, except in the
case of an officer chosen by the Board, by any officer upon whom such power of
removal may be conferred by the Board. Any such removal shall be without
prejudice to the rights, if any, of the officer under any contract of employment
of the officer.

         Any officer may resign at any time by giving written notice to the
corporation, but without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

         Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular election or appointment to such
office.

         Section 6. President. The President is the general manager and chief
executive officer of the corporation and has, subject to the control of the
Board, general supervision, direction and control of the business and officers
of the corporation. The President may preside at all meetings of the
Shareholders. The 


                                      -13-
<PAGE>   17

President has the general powers and duties of management usually vested in
the office of president and general manager of a corporation and such other
powers and duties as may be prescribed by the Board.

         Section 7. Vice Presidents. In the absence or disability of the
President, the Vice Presidents in the order of their rank as fixed by the Board
or, if not ranked, the Vice President designated by the Board, shall perform all
the duties of the President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as from time-to-time
may be prescribed for them respectively by the Board.

         Section 8. Secretary. The Secretary shall keep or cause to be kept, at
the principal executive office or such other place as the Board may order, a
book of minutes of all meetings of Shareholders, the Board and its committees,
with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at Board
and committee meetings, the number of shares present or, represented at
Shareholders' meetings, and the proceedings thereof. The Secretary shall keep,
or cause to be kept, a copy of the Bylaws of the corporation at the principal
executive office or business office in accordance with Section 213 of the
California General Corporation Law.

         The Secretary shall give, or cause to be given, notice of all meetings
of the Shareholders and of the Board and of any committees thereof required by
these Bylaws or by law to be given, shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board.

         Section 9. Treasurer.  The Treasurer shall send, or cause to be sent, 
to the Shareholders of the corporation such financial statements and reports as
are by law or these Bylaws required to be sent to them. The Treasurer shall
keep, or cause to be kept, at the principal executive office or at the office of
the corporation's Transfer Agent or Registrar, if one be appointed, a share
register, or a duplicate share register, showing the names of the Shareholders
and their addresses, and number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

         The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board, shall render to the President and the Directors,


                                      -14-
<PAGE>   18

whenever they request it, an account of all transactions as Treasurer and shall
have such other powers and perform such other duties as may be prescribed by the
Board.

         Section 10. Controller. The Controller is the chief accounting officer
of the corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the corporation. The books of account shall at all times be open
to inspection by any Director. All bills, vouchers and other accounts payable
shall be submitted to him, and he shall audit and approve the same for payment
if found proper and correct. The Controller shall render to the President and
Directors, whenever they request it, an account of all transactions as
Controller, and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board.


                                    ARTICLE V

                                OTHER PROVISIONS

         Section 1. Inspection of Corporate Records.

         (a)      A Shareholder or Shareholders holding at least five
                  percent in the aggregate of the outstanding voting
                  shares of the corporation or who hold at least one
                  percent of such voting shares and have filed a
                  Schedule 14B with the United States Securities and
                  Exchange Commission relating to the election of
                  Directors of the corporation shall have an absolute
                  right to do either or both of the following:

                    (i)       Inspect and copy the record of Shareholders' names
                              and addresses and shareholdings during usual
                              business hours upon five business days' prior
                              written demand upon the corporation; or

                   (ii)       Obtain from the Transfer Agent, if any, for the
                              corporation, upon five business days' prior
                              written demand and upon the tender of its usual
                              charges for such a list (the amount of which
                              charges shall be stated to the Shareholder by
                              the Transfer Agent upon request), a list of the
                              Shareholders' names and addresses who are
                              entitled to vote for the election of Directors
                              and their shareholdings, as of the most recent
                              record date for which it has been compiled or as
                              of a date specified by the Shareholder
                              subsequent to the date of demand.




                                      -15-
<PAGE>   19

         (b)      The record of Shareholders shall also be open to inspection
                  and copying by any Shareholder or holder of a voting trust
                  certificate at any time during usual business hours upon
                  written demand on the corporation, for a purpose reasonably
                  related to such holder's interest as a Shareholder or holder
                  of a voting trust certificate.

         (c)      The accounting books and records and minutes of
                  proceedings of the Shareholders and the Board and
                  committees of the Board shall be open to inspection
                  upon written demand on the corporation of any
                  Shareholder or holder of a voting trust certificate at
                  any reasonable time during usual business hours, for a
                  purpose reasonably related to such holder's interests
                  as a Shareholder or as a holder of such voting trust
                  certificate.

         (d)      Any inspection and copying under this ARTICLE may be made in
                  person or by agent or attorney.

         Section 2. Inspection of Bylaws. The corporation shall keep in its
principal executive office the original or a copy of these Bylaws as amended to
date, which shall be open to inspection by Shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
located outside the State of California and the corporation has no principal
business office in such state, it shall upon the written notice of any
Shareholder furnish to such Shareholder a copy of these Bylaws as amended to
date.

         Section 3. Endorsement of Documents; Contracts. Subject to the
provisions of applicable law, any note, mortgage, evidence of indebtedness,
contract, share certificate, conveyance or other instrument in writing and any
assignment or endorsements thereof executed or entered into between the
corporation and any other person, when signed by the President or any Vice
President, and the Secretary or any Assistant Secretary, the Treasurer or any
Assistant Treasurer of the corporation shall be valid and binding on the
corporation in the absence of actual knowledge on the part of the other person
that the signing officers had no authority to execute the same. Any such
instruments may be signed by any other person or persons and in such manner as
from time-to-time shall be determined by the Board, and, unless so authorized by
the Board, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or amount.

         Section 4. Certificates of Stock and Lost Certificates. Every holder of
shares of the corporation shall be entitled to have a certificate signed in the
name of the corporation by the President or any Vice President, and the
Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary,



                                      -16-
<PAGE>   20

certifying the number of shares and the class or series of shares owned by the
Shareholder. Any or all of the signatures on the certificate may be facsimile.
If any officer, Transfer Agent or Registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, Transfer Agent or Registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were an
officer, Transfer Agent or Registrar at the date of issue.

         Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board may provide; provided, however,
that on any certificate issued to represent any partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated.

         Except as provided in this Section, no new certificate for shares shall
be issued in lieu of an old one unless the latter is surrendered and cancelled
at the same time. The Board may, however, if any certificate for shares is
alleged to have been lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, and the corporation may require that the
corporation be given a bond or other adequate security sufficient to indemnify
it against any claim that may be made against it (including expense or
liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.

         Section 5. Representation of Shares of Other Corporations. The
President or any other officer or officers authorized by the Board or the
President are each authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the corporation. The authority herein
granted may be exercised either by any such officer in person or by any other
person authorized so to do by proxy or power of attorney duly executed by said
officer.

         Section 6. Annual Report to Shareholders. The annual report to
Shareholders referred to in Section 1501 of the California General Corporation
Law is expressly waived, but nothing herein shall be interpreted as prohibiting
the Board from issuing annual or other periodic reports to Shareholders.

         Section 7. Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the General Provisions of the California Corporations Code and in
the California General Corporation Law shall govern the construction of these
Bylaws.


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<PAGE>   21

                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1. Definitions. For the purposes of this ARTICLE, "agent" means
any person who is or was a Director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
Director, officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a Director,
officer, employee or agent of a foreign or domestic corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation; "proceeding" means any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
under Sections 4 or 5(c).

         Section 2. Indemnification in Actions by Third Parties.  The
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the corporation to procure a judgment in its favor) by reason
of the fact that such person is or was an agent of the corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.

         Section 3. Indemnification in Actions by or in the Right of the
Corporation. The corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was an agent of the
corporation, against expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action if such person acted in
good faith, in a manner such person believed to be in the best interests of the
corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.



                                      -18-

<PAGE>   22

         No indemnification shall be made under this Section 3:

         (a)      In respect of any claim, issue or matter as to which
                  such person shall have been adjudged to be liable to
                  the corporation in the performance of such person's
                  duty to the corporation, unless and only to the extent
                  that the court in which such proceeding is or was
                  pending shall determine upon application that, in view
                  of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for the
                  expenses which such court shall determine;

         (b)      Of amounts paid in settling or otherwise disposing of a
                  threatened or pending action, with or without court approval;
                  or

         (c)      Of expenses incurred in defending a threatened or pending
                  action which is settled or otherwise disposed of without court
                  approval.

         Section 4. Indemnification Against Expenses. To the extent that an
agent of the corporation has been successful on the merits in defense of any
proceeding referred to in Sections 2 or 3 or in defense of any claim, issue or
matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.

         Section 5. Required Determinations. Except as provided in Section 4,
any indemnification under this ARTICLE shall be made by the corporation only if
authorized in the specific case, upon a determination that indemnification of
the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3, by:

         (a)      A majority vote of a quorum consisting of Directors who
                  are not parties to such proceeding;

         (b)      Approval of the Shareholders, with the shares owned by the
                  person to be indemnified not being entitled to vote thereon;
                  or

         (c)      The court in which such proceeding is or was pending upon
                  application made by the corporation or the agent or the
                  attorney or other person rendering services in connection with
                  the defense, whether or not such application by the agent,
                  attorney or other person is opposed by the corporation.

         Section 6. Advance of Expenses. Expenses incurred in defending any
proceeding may be advanced by the corporation prior to the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of the agent to
repay such amount unless it shall be determined ultimately that the agent is
entitled to be indemnified as authorized in this ARTICLE.


                                      -19-
<PAGE>   23

         Section 7. Other Indemnification. No provision made by the corporation
to indemnify its, or its subsidiary's, Directors or officers for the defense of
any proceeding, whether contained in the Articles, Bylaws, a resolution of
Shareholders or Directors, an agreement or otherwise, shall be valid unless
consistent with this ARTICLE. Nothing contained in this ARTICLE shall affect any
right to indemnification to which persons other than such Directors and officers
may be entitled by contract or otherwise.

         Section 8. Forms of Indemnification not Permitted. No indemnification
or advance shall be made under this ARTICLE, except as provided in Sections 4 or
5(c), in any circumstances where it appears:

         (a)      That it would be inconsistent with a provision of the
                  Articles, Bylaws, a resolution of the Shareholders or
                  an agreement in effect at the time of the accrual of the
                  alleged cause of action asserted in the proceeding in which
                  the expenses were incurred or other amounts were paid, which
                  prohibits or otherwise limits indemnification; or

         (b)      That it would be inconsistent with any condition expressly
                  imposed by a court in approving a settlement.

         Section 9. Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not the corporation would have the
power to indemnify the agent against such liability under the provisions of this
ARTICLE.

Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This
ARTICLE does not apply to any proceeding against any trustee investment manager
or other fiduciary of an employee benefit plan in such person's capacity as
such, even though such person may also be an agent of the corporation as defined
in Section 1 of this ARTICLE. The corporation shall have power to indemnify such
trustee, investment manager or other fiduciary to the extent permitted by
subdivision (f) of Section 207 of the California General Corporation Law.



                                      -20-
<PAGE>   24





                                   ARTICLE VII

                                   AMENDMENTS

         These Bylaws may be amended or repealed either by approval of the
outstanding shares (as defined in Section 152 of the California General
Corporation Law) or by the approval of the Board; provided, however, that after
the issuance of shares, a Bylaw specifying or changing a fixed number of
Directors or the maximum or minimum number, or changing from a fixed to a
variable number of Directors, or vice versa, may only be adopted by approval of
the outstanding shares, and a bylaw reducing the fixed number or the minimum
number of Directors to a number less than five shall be subject to the
provisions of Section 212(a) of the California General Corporation Law.




                                      -21-